<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 29, 1996
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as seller under a Pooling and
Servicing Agreement dated as of August 1, 1996 providing for inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1996-S18)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-4846 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of August 1, 1996 among
Residential Funding Mortgage Securities I, Inc. as seller, 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/Robert S. Conway
Name: Robert S. Conway
Title: Vice President
Dated: August 29, 1996
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.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By:
Name: Robert S. Conway
Title: Vice President
Dated: August 29, 1996
EXHIBITS
<PAGE>
================================================================================
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 August 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S18
<PAGE>
TABLE OF CONTENTS
=================
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions................................................ 3
-----------
Accrued Certificate Interest................................... 3
Adjusted Mortgage Rate......................................... 3
Adjusted Senior Accelerated Distribution Percentage............ 4
Adjusted Senior Percentage..................................... 5
Advance........................................................ 5
Affiliate...................................................... 5
Agreement...................................................... 5
Amount Held for Future Distribution............................ 5
Appraised Value................................................ 5
Assignment..................................................... 6
Assignment Agreement........................................... 6
Assignment of Proprietary Lease................................ 6
Available Distribution Amount.................................. 6
Bankruptcy Amount.............................................. 6
Bankruptcy Code................................................ 7
Bankruptcy Loss................................................ 7
Book-Entry Certificate......................................... 7
Business Day................................................... 7
Buydown Funds.................................................. 7
Buydown Mortgage Loan.......................................... 8
Cash Liquidation............................................... 8
Certificate.................................................... 8
Certificate Account............................................ 8
Certificate Account Deposit Date............................... 8
Certificateholder or Holder.................................... 8
Certificate Owner.............................................. 8
Certificate Principal Balance.................................. 8
Certificate Register and Certificate Registrar................. 9
Class.......................................................... 9
Class A Certificate............................................ 9
Class A-5 Percentage........................................... 10
Class A-13 Collection Shortfall................................ 10
Class A-13 Principal Distribution Amount....................... 10
Class B Certificate............................................ 10
Class B Percentage............................................. 10
i
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Class B-1 Percentage.......................................... 10
Class B-1 Prepayment Distribution Trigger..................... 10
Class B-2 Percentage.......................................... 10
Class B-2 Prepayment Distribution Trigger..................... 11
Class B-3 Percentage.......................................... 11
Class B-3 Prepayment Distribution Trigger..................... 11
Class M Certificate........................................... 11
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.......................................... 12
Class M-3 Prepayment Distribution Trigger..................... 12
Class R Certificate........................................... 12
Class R-I Certificate......................................... 12
Class R-II Certificate........................................ 12
Closing Date.................................................. 12
Code.......................................................... 12
Compensating Interest......................................... 12
Cooperative................................................... 13
Cooperative Apartment......................................... 13
Cooperative Lease............................................. 13
Cooperative Loans............................................. 13
Cooperative Stock............................................. 13
Cooperative Stock Certificate................................. 13
Corporate Trust Office........................................ 13
Credit Support Depletion Date................................. 13
Cumulative Insurance Payments................................. 13
Curtailment................................................... 13
Custodial Account............................................. 14
Custodial Agreement........................................... 14
Custodian..................................................... 14
Cut-off Date.................................................. 14
Cut-off Date Principal Balance................................ 14
Debt Service Reduction........................................ 14
Deficient Valuation........................................... 14
Definitive Certificate........................................ 14
Deleted Mortgage Loan......................................... 14
Depository.................................................... 14
Depository Participant........................................ 14
Destroyed Mortgage Note....................................... 14
ii
<PAGE>
Page
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Determination Date............................................. 15
Discount Fraction.............................................. 15
Discount Mortgage Loan......................................... 15
Disqualified Organization...................................... 15
Distribution Date.............................................. 15
Due Date....................................................... 15
Due Period..................................................... 15
Eligible Account............................................... 16
Eligible Funds................................................. 16
Event of Default............................................... 16
Excess Bankruptcy Loss......................................... 16
Excess Fraud Loss.............................................. 16
Excess Special Hazard Loss..................................... 16
Excess Spread.................................................. 16
Excess Subordinate Principal Amount............................ 17
Extraordinary Events........................................... 17
Extraordinary Losses........................................... 18
FDIC........................................................... 18
FHLMC.......................................................... 18
Final Distribution Date........................................ 18
Financial Security............................................. 18
Financial Security Default..................................... 18
Fitch.......................................................... 18
FNMA........................................................... 18
Foreclosure Profits............................................ 18
Fraud Loss Amount.............................................. 18
Fraud Losses................................................... 19
FSA Insurance Payment.......................................... 19
FSA Policy..................................................... 19
FSA Policy Payments Account.................................... 19
Guaranteed Distribution........................................ 19
Independent.................................................... 19
Initial Certificate Principal Balance.......................... 19
Initial Monthly Payment Fund................................... 19
Insurance Premium.............................................. 19
Insurance Proceeds............................................. 20
Insured Certificates........................................... 20
Insured Reserve Fund........................................... 20
Insured Reserve Withdrawal..................................... 20
Insurer........................................................ 20
Interest Accrual Period........................................ 20
iii
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Late Collections............................................... 20
LIBOR.......................................................... 20
LIBOR Business Day............................................. 21
Liquidation Proceeds........................................... 21
Loan-to-Value Ratio............................................ 21
Maturity Date.................................................. 21
Monthly Payment................................................ 21
Moody's........................................................ 21
Mortgage....................................................... 21
Mortgage File.................................................. 21
Mortgage Loan Schedule......................................... 21
Mortgage Loans................................................. 22
Mortgage Note.................................................. 22
Mortgage Rate.................................................. 23
Mortgaged Property............................................. 23
Mortgagor...................................................... 23
Net Mortgage Rate.............................................. 23
Non-Discount Mortgage Loan..................................... 23
Non-Primary Residence Loans.................................... 23
Non-United States Person....................................... 23
Nonrecoverable Advance......................................... 23
Nonsubserviced Mortgage Loan................................... 23
Notional Amount................................................ 23
Officers' Certificate.......................................... 23
Opinion of Counsel............................................. 23
Original Senior Percentage..................................... 24
Outstanding Mortgage Loan...................................... 24
Owner or Holder................................................ 24
Ownership Interest............................................. 24
Pass-Through Rate.............................................. 24
Paying Agent................................................... 25
Percentage Interest............................................ 25
Permitted Investments.......................................... 25
Permitted Transferee........................................... 26
Person......................................................... 26
Pool Stated Principal Balance.................................. 26
Prepayment Allocation Test..................................... 26
Prepayment Assumption.......................................... 27
Prepayment Distribution Percentage............................. 27
Prepayment Distribution Trigger................................ 28
Prepayment Interest Shortfall.................................. 28
iv
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Class A-5 Certificates......................................... 28
Prepayment Period.............................................. 28
Primary Insurance Policy....................................... 28
Principal Prepayment........................................... 28
Principal Prepayment in Full................................... 29
Program Guide.................................................. 29
Purchase Price................................................. 29
Qualified Substitute Mortgage Loan............................. 29
Rate Adjustment Date........................................... 30
Rating Agency.................................................. 30
Realized Loss.................................................. 30
Record Date.................................................... 30
Reference Bank Rate............................................ 30
Regular Certificate............................................ 31
REMIC.......................................................... 31
REMIC Administrator............................................ 31
REMIC I Certificates........................................... 31
REMIC II....................................................... 31
REMIC II Certificates.......................................... 32
REMIC Provisions............................................... 32
REO Acquisition................................................ 32
REO Disposition................................................ 32
REO Imputed Interest........................................... 32
REO Proceeds................................................... 32
REO Property................................................... 32
Request for Release............................................ 32
Required Insurance Policy...................................... 32
Residential Funding............................................ 32
Responsible Officer............................................ 33
Security Agreement............................................. 33
Seller......................................................... 33
Seller's Agreement............................................. 33
Senior Certificates............................................ 33
Senior Percentage.............................................. 33
Senior Principal Distribution Amount........................... 33
Senior Support Depletion Date.................................. 33
Servicing Accounts............................................. 33
Servicing Advances............................................. 33
Servicing Fee.................................................. 34
Servicing Officer.............................................. 34
Special Hazard Amount.......................................... 34
v
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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
Tax Returns.................................................... 36
Transfer....................................................... 36
Transferee..................................................... 37
Transferor..................................................... 37
Trust Fund..................................................... 37
Uncertificated Accrued Interest................................ 37
Uncertificated Pass-Through Rate............................... 37
Uncertificated Principal Balance............................... 37
Uncertificated REMIC I Regular Interest U...................... 38
Uncertificated REMIC I Regular Interest V...................... 38
Uncertificated REMIC I Regular Interest W...................... 38
Uncertificated REMIC I Regular Interest X...................... 38
Uncertificated REMIC I Regular Interest Y...................... 38
Uncertificated REMIC I Regular Interest Z...................... 38
Uncertificated REMIC I Regular Interests....................... 39
Uncertificated REMIC I Regular Interest U Distribution Amount.. 39
Uncertificated REMIC I Regular Interest V Distribution Amount.. 39
Uncertificated REMIC I Regular Interest W Distribution Amount.. 39
Uncertificated REMIC I Regular Interest X Distribution Amount.. 39
Uncertificated REMIC I Regular Interest Y Distribution Amount.. 39
Uncertificated REMIC I Regular Interest Z Distribution Amount.. 39
Uncertificated REMIC I Regular Interest Distribution Amounts... 39
Underwriter.................................................... 39
Uniform Single Attestation Program for Mortgage Bankers........ 39
Uninsured Cause................................................ 40
United States Person........................................... 40
Variable Strip Certificates.................................... 40
Voting Rights.................................................. 40
Section 1.02. Determination of LIBOR................................... 40
vi
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans................................. 42
Section 2.02. Acceptance by Trustee........................................ 46
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company..................................... 48
Section 2.04. Representations and Warranties of Sellers.................... 52
Section 2.05. Issuance of Certificates Evidencing Interests
in REMIC I Certificates...................................... 54
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Interests; Acceptance by the Trustee......................... 54
Section 2.07. Issuance of Certificates Evidencing Interest in
REMIC II..................................................... 55
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer........................... 56
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.................................................. 57
Section 3.03. Successor Subservicers....................................... 58
Section 3.04. Liability of the Master Servicer............................. 58
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders or the Owner of the Excess Spread...... 59
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee...................................................... 59
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account............................................ 59
Section 3.08. Subservicing Accounts; Servicing Accounts.................... 62
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
vii
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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............. 72
Section 3.16. Servicing and Other Compensation; Compensating Interest..... 73
Section 3.17. Reports to the Trustee and the Company...................... 74
Section 3.18. Annual Statement as to Compliance........................... 74
Section 3.19. Annual Independent Public Accountants' Servicing Report..... 75
Section 3.20. Rights of the Company in Respect of the Master Servicer..... 75
Section 3.21. Administration of Buydown Funds............................. 76
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account......................................... 77
Section 4.02. Distributions............................................... 77
Section 4.03. Statements to Certificateholders and the Owner of the Excess
Spread...................................................... 87
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer............................. 89
Section 4.05. Allocation of Realized Losses............................... 91
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.................................................... 92
Section 4.07. Optional Purchase of Defaulted Mortgage Loans............... 92
Section 4.08. Distributions on the Uncertificated REMIC I and REMIC II
Regular Interests........................................... 93
Section 4.09. Insured Reserve Fund........................................ 94
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates............................................ 96
Section 5.02. Registration of Transfer and Exchange of Certificates and
Restrictions on Transfer of Excess Spread................... 98
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........... 103
Section 5.04. Persons Deemed Owners....................................... 103
viii
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Section 5.05. Appointment of Paying Agent................................ 103
Section 5.06. Optional Purchase of Certificates.......................... 104
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer................................................... 106
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties
by Master Servicer;........................................ 106
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others........................................ 107
Section 6.04. Company and Master Servicer Not to Resign.................. 108
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.......................................... 109
Section 7.02. Trustee or Company to Act; Appointment of Successor........ 111
Section 7.03. Notification to Certificateholders......................... 112
Section 7.04. Waiver of Events of Default................................ 112
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.......................................... 113
Section 8.02. Certain Matters Affecting the Trustee...................... 114
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...... 116
Section 8.04. Trustee May Own Certificates............................... 116
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification............................................ 116
Section 8.06. Eligibility Requirements for Trustee....................... 117
Section 8.07. Resignation and Removal of the Trustee..................... 118
Section 8.08. Successor Trustee.......................................... 119
Section 8.09. Merger or Consolidation of Trustee......................... 119
Section 8.10. Appointment of Co-Trustee or Separate Trustee.............. 119
Section 8.11. Appointment of Custodians.................................. 120
Section 8.12. Appointment of Office or Agency............................ 121
ix
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans................ 122
Section 9.02. Termination of REMIC II..................................... 124
Section 9.03. Additional Termination Requirements......................... 124
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration....................................... 126
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification............................................ 129
ARTICLE XI
CERTAIN MATTERS
REGARDING FINANCIAL SECURITY
Section 11.01. Rights of Financial Security To Exercise Rights of Insured
Certificateholders......................................... 131
Section 11.02. Claims Upon the FSA Policy; FSA Policy Payments Account.... 131
Section 11.03. Effect of Payments by Financial Security; Subrogation...... 132
Section 11.04. Notices and Information to Financial Security.............. 133
Section 11.05. Trustee to Hold FSA Policy................................. 133
Section 11.06. Payment of Insurance Premium............................... 133
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.................................................. 134
Section 12.02. Recordation of Agreement; Counterparts..................... 136
Section 12.03. Limitation on Rights of Certificateholders................. 137
Section 12.04. Governing Law.............................................. 137
Section 12.05. Notices.................................................... 138
Section 12.06. Notices to Rating Agency................................... 138
Section 12.07. Severability of Provisions................................. 139
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Section 12.08. Supplemental Provisions for Resecuritization............... 139
xi
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Copy of FSA Policy
xii
<PAGE>
This is a Pooling and Servicing Agreement, dated as of August 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, a
national banking association, 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 REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of REMIC I (as defined herein), and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund and the Insured Reserve Fund), as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes and such
segregated pool of assets will be designated as "REMIC I." The Uncertificated
REMIC I Regular Interests will be "regular interests" in REMIC I and the Class
R-I Certificates will be the sole class of "residual interests" in REMIC I for
purposes of the REMIC Provisions (as defined herein) under the federal income
tax law. A segregated pool of assets consisting of the Uncertificated REMIC I
Regular Interests will be designated as "REMIC II," and the REMIC Administrator
will make a separate REMIC election with respect thereto. The Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-
9, Class A-10, Class A-11, Class A-12, Class A-13, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Uncertificated
REMIC Regular Interests (as defined herein), the rights in and to which will
initially be represented by the Excess Spread (as defined herein), will be
"regular interests" in REMIC II, and the Class R-II Certificates will be the
sole class of "residual interests" therein for purposes of the REMIC Provisions
(as defined herein) under federal income tax law.
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates issued on the Closing Date
comprising the interests in the Trust Fund created hereunder.
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Initial
Certificate
Pass-Through Principal Maturity
Designation Rate Balance Features Date S&P Fitch
----------- ------------ ------------ -------- ------------ --- -----
<S> <C> <C> <C> <C> <C> <C>
Class A-1 Adjustable Rate $ 60,600,000.00 Floater/Senior August 25, 2026 AAA AAA
Class A-2 Adjustable Rate $ 0.00 Inverse August 25, 2026 AAAr AAA
Floater/Interest
Only/Senior
Class A-3 7.75% $ 33,761,149.00 Senior August 25, 2026 AAA AAA
Class A-4 8.00% $ 4,982,438.00 Senior August 25, 2026 AAA AAA
Class A-5 8.00% $ 20,015,977.00 Prepayment Lockout/ August 25, 2026 AAA AAA
Senior
Class A-6 7.25% $ 48,165,041.00 Senior August 25, 2026 AAA AAA
Class A-7 7.25% $ 10,255,000.00 Issued/Senior August 25, 2026 AAA AAA
Class A-8 7.25% $ 7,125,000.00 Senior August 25, 2026 AAA AAA
Class A-9 7.25% $ 7,733,000.00 Insured/Senior August 25, 2026 AAA AAA
Class A-10 7.25% $ 3,100,000.00 Insured/Senior August 25, 2026 AAA AAA
Class A-11 8.00% $ 0.00 Interest Only/Senior August 25, 2026 AAAr AAA
Class A-12 7.25% $ 4,421,960.00 Senior August 25, 2026 AAA AAA
Class A-13 0.00% $ 2,238,855.16 Principal Only/Senior August 25, 2026 AAAr AAA
Class R-I 8.00% $ 100.00 Residual/Senior August 25, 2026 AAA AAA
Class R-II 8.00% $ 100.00 Residual/Senior August 25, 2026 AAA AAA
Class M-1 8.00% $ 4,283,600.00 Mezzanine August 25, 2026 AA AA
Class M-2 8.00% $ 2,677,200.00 Mezzanine August 25, 2026 NA A
Class M-3 8.00% $ 2,463,100.00 Mezzanine August 25, 2026 N/A BBB
Class B-1 8.00% $ 1,070,900.00 Subordinate August 25, 2026 N/A BB
Class B-2 8.00% $ 428,400.00 Subordinate August 25, 2026 N/A B
Class B-3 8.00% $ 856,615.33 Subordinate August 25, 2026 N/A N/A
</TABLE>
The Company may cause one or more additional classes of Class A
Certificates to be issued herein upon the terms set forth in Section
5.01(c), each of which shall bear a numerical designation immediately
sequentially following the highest numerical designation of the Class A
Certificates previously issued, which evidence ownership of specified
Uncertificated REMIC Regular Interests, each of which will have no
Certificate Principal Balance and will have varying maturity dates no later
than August 25, 2026.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $214,178,435.49 The Mortgage Loans are fixed rate mortgage loans
having terms to maturity at origination or modification of not more than 30
years.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
2
<PAGE>
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-2 Certificates, Class
A-11 Certificates, Class A-13 Certificates and any Variable Strip
Certificates), any Class M Certificate, any Class B Certificate or any
Class R Certificate, interest accrued during the related Interest Accrual
Period at the related Pass-Through Rate on the Certificate Principal
Balance thereof immediately prior to such Distribution Date. With respect
to each Distribution Date, as to Class A-2, Class A-11 and any Variable
Strip Certificates, interest during the related Interest Accrual Period at
the related Pass-Through Rate on the related Notional Amount thereof.
Accrued Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months. In each case Accrued Certificate
Interest on any Class of Certificates will be reduced by the amount of (i)
Prepayment Interest Shortfalls (to the extent not offset by (x) the Master
Servicer with a payment of Compensating Interest as provided in Section
4.01 or (y) an Insured Reserve Withdrawal), (ii) the interest portion
(adjusted to the Net Mortgage Rate) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more specific Classes
of Certificates pursuant to Section 4.05, (iii) the interest portion of
Advances previously made with respect to a Mortgage Loan or REO Property
which remained 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.
3
<PAGE>
Adjusted Senior Accelerated Distribution Percentage: With respect to
---------------------------------------------------
any Distribution Date, the percentage indicated below:
<TABLE>
<CAPTION>
Adjusted Senior Accelerated
Distribution Date Distribution Percentage
----------------- ---------------------------
<S> <C>
September 1996 through
August 2001............. 100%
September 2001 through
August 2002............. Adjusted Senior Percentage, plus 70% of
the sum of the Subordinate Percentage and
the Class A-5 Percentage
September 2002 through
August 2003............. Adjusted Senior Percentage, plus 60% of
the sum of the Subordinate Percentage and
the Class A-5 Percentage
September 2003 through
August 2004............. Adjusted Senior Percentage, plus 40% of
the sum of the Subordinate Percentage and
the Class A-5 Percentage
September 2004 through
August 2005............. Adjusted Senior Percentage, plus 20% of
the sum of the Subordinate Percentage and
the Class A-5 Percentage
September 2005 and
thereafter.............. Adjusted Senior Percentage
</TABLE>
provided, however, (i) that any scheduled reduction to the Adjusted Senior
-------- -------
Accelerated Distribution Percentage described above shall not occur as of
any Distribution Date unless either (a)(1)(X) the outstanding principal
balance of the Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding Certificate
Principal Balance of the Class M and Class B Certificates, is less than 50%
or (Y) the outstanding principal balance of Mortgage Loans delinquent 60
days or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 2% and (2) Realized Losses on the
Mortgage Loans to date for such Distribution Date if occurring during the
sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after
the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the Class M
Certificates and Class B Certificates or (b)(1) the outstanding principal
balance of Mortgage Loans delinquent 60 days or more averaged over the last
six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans to date for such Distribution
Date are
4
<PAGE>
less than 10% of the sum of the Initial Certificate Principal Balances of
the Class M Certificates and Class B Certificates and (ii) that for any
Distribution Date on which the Adjusted Senior Percentage is greater than
the Original Adjusted Senior Percentage, the Adjusted Senior Accelerated
Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the aggregate
Certificate Principal Balance of the Senior Certificates (other than the
Class A-5 Certificates and Class A-13 Certificates) to zero, the Adjusted
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Adjusted Senior Percentage: As of any Distribution Date, the lesser
--------------------------
of 100% and a fraction, expressed as a percentage, the numerator of which
is the aggregate Certificate Principal Balance of the Senior Certificates
(other than the Class A-5 Certificates and the Class A-13 Certificates)
immediately prior to such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution Date.
Advance: As to any Mortgage Loan, any advance made by the Master
-------
Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
---------
controlled by or under common control with such first Person. For the
purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments
---------
hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
-----------------------------------
total of the amounts held in the Custodial Account at the close of business
on the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made
pursuant to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds
and purchases of Mortgage Loans that the Master Servicer has deemed to have
been received in the preceding month in accordance with Section 3.07(b))
and (ii) payments which represent early receipt of scheduled payments of
principal and 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.
5
<PAGE>
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
--------------------
August 29, 1996, between Residential Funding and the Company relating to
the transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan,
-------------------------------
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
-----------------------------
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on
deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the
Custodial Account in connection with the substitution of Qualified
Substitute Mortgage Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date, (iii) any amount
deposited in the Custodial Account pursuant to Section 3.12(a) and (iv) any
amount deposited in the Certificate Account pursuant to Section 4.07,
reduced by (b) the sum as of the close of business on the immediately
preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the
Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section
3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
-----------------
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(A) $112,611 over (B) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in accordance with
Section 4.05. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the close of
business on the Business Day immediately preceding the most recent
anniversary of the Cut-off Date coinciding with or preceding such date of
determination (or, if such date of determination is an anniversary of the
Cut-off Date, the Business Day immediately preceding such date of
determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all the Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product
of (x) an amount equal to the largest difference in the related
Monthly Payment for any Non-Primary Residence Loan remaining in the
Mortgage Pool which had an original Loan-to-Value Ratio of 80% or
greater that would result if the Net Mortgage Rate thereof was equal
to the weighted average (based on the principal balance
6
<PAGE>
of the Mortgage Loans as of the Relevant Anniversary) of the Net
Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary
less 1.25% per annum, (y) a number equal to the weighted average
remaining term to maturity, in months, of all Non-Primary Residence
Loans remaining in the Mortgage Pool as of the Relevant Anniversary,
and (z) one plus the quotient of the number of all Non-Primary
Residence Loans remaining in the Mortgage Pool divided by the total
number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one
or more specific Classes of Certificates in accordance with Section 4.05
since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall (i)
obtain written confirmation from each Rating Agency that such reduction
shall not reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency
and (ii) provide a copy of such written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
---------------
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
---------------
Valuation or Debt Service Reduction; provided, however, that neither a
-------- -------
Deficient Valuation nor a Debt Service Reduction shall be deemed a
Bankruptcy Loss hereunder so long as the Master Servicer has notified the
Trustee in writing that the Master Servicer is diligently pursuing any
remedies that may exist in connection with the representations and
warranties made regarding the related Mortgage Loan and either (A) the
related Mortgage Loan is not in default with regard to payments due
thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
----------------------
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
------------
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other
state or states in which the Custodial Account or the Certificate Account
are at the time located) are required or authorized by law or executive
order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
-------------
Property, the Company or other source in order to enable the Mortgagor to
reduce the payments required to be made from the Mortgagor's funds in the
early years of a Mortgage Loan. Buydown Funds are not part of the Trust
Fund prior to deposit into the Custodial or Certificate Account.
7
<PAGE>
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-S18" and which
must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the
--------------------------------
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate
---------------------------
is registered in the Certificate Register, and, in respect of the Insured
Certificates, Financial Security to the extent of Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a Non-United
States Person shall be a holder of a Class R-I Certificate or Class R-II
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other
than a Class R-I Certificate or Class R-II Certificate registered in the
name of the Company, the Master Servicer or any Subservicer or any
Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken into account
in determining whether the requisite amount of Percentage Interests or
Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise
such rights through the Depository and participating members thereof,
except as otherwise specified herein; provided, however, that the Trustee
-------- -------
shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the
-----------------
Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a
Depository Participant, if any, and otherwise on the books of the
Depository.
Certificate Principal Balance: With respect to each Class A
-----------------------------
Certificate (other than the Class A-2 Certificates, Class A-11 Certificates
or any Variable Strip Certificates) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal
8
<PAGE>
Balance of such Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal Balance or amount thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate
Principal Balance deemed to have occurred in connection with Realized
Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05; provided, however, that
solely for the purposes of determining Financial Security's rights as
subrogee, the Certificate Principal Balance of any Insured Certificate
shall be deemed to not be reduced by any principal amounts paid to the
Holder thereof from FSA Insurance Payments. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the
Initial Certificate Principal Balance of such Class M Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of
all amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that if the Certificate Principal Balances of the Class B
Certificates have been reduced to zero, the Certificate Principal Balance
of each Class M Certificate of those Class M Certificates outstanding with
the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate
times the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding.
With respect to each Class B Certificate, on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of such Class
B Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y)
the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate) pursuant to
Section 4.05; provided, that the Certificate Principal Balance of each
Class B Certificate of those Class B Certificates outstanding with the
highest numerical designation at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the
excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of
all other Classes of Certificates then outstanding. The Class A-2 and Class
A-11 Certificates and any Variable Strip Certificates will have no
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register
----------------------------------------------
maintained and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
-----
designation.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
-------------------
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-
10, Class A-11, Class A-12 or Class A-13 Certificates, each such
Certificate evidencing an interest designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions and, on and after the date of
issuance of any
9
<PAGE>
Variable Strip Certificates pursuant to Section 5.01(c), such Variable
Strip Certificates evidencing the related specified Uncertificated REMIC
Regular Interests, in each case executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as
Exhibit A.
Class A-5 Percentage: As of any Distribution Date, the percentage
--------------------
equal to the aggregate Certificate Principal Balance of the Class A-5
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the Discount Fraction of the Discount Mortgage
Loans) immediately prior to such Distribution Date.
Class A-13 Collection Shortfall: With respect to the Cash Liquidation
-------------------------------
or REO Disposition of a Discount Mortgage Loan and any Distribution Date,
the excess of the amount described in Section 4.02(b)(i)(C)(1) over the
amount described in Section 4.02(b)(i)(C)(2).
Class A-13 Principal Distribution Amount: As defined in Section
----------------------------------------
4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
-------------------
Certificates or Class B-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit C and evidencing an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage
------------------
and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
--------------------
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of each Discount
Mortgage Loan) immediately prior to such Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction
(expressed as a percentage) equal to the sum of the Certificate Principal
Balances of the Class B-1 Certificates, Class B-2 Certificates and Class B-
3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than
or equal to 1.10%.
Class B-2 Percentage: With respect to any Distribution Date, a
--------------------
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of each Discount
Mortgage Loan) immediately prior to such Distribution Date.
10
<PAGE>
Class B-2 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction
(expressed as a percentage) equal to the sum of the Certificate Principal
Balances of the Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to
0.60%.
Class B-3 Percentage: With respect to any Distribution Date, a
--------------------
fraction expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-3 Certificates immediately
prior to such date and the denominator of which is the aggregate Stated
Principal Balance of all the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction
(expressed as a percentage) equal to the sum of the Certificate Principal
Balances of the Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.40%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
-------------------
Certificates or Class M-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B and evidencing an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage
------------------
and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a
--------------------
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of each Discount
Mortgage Loan) immediately prior to such Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date, a
--------------------
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of each Discount
Mortgage Loan) immediately prior to such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction
(expressed as a percentage) equal to the sum of the Certificate Principal
Balances of the Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to
3.50%.
11
<PAGE>
Class M-3 Percentage: With respect to any Distribution Date, a
--------------------
fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of each Discount
Mortgage Loan) immediately prior to such Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction
(expressed as a percentage) equal to the sum of the Certificate Principal
Balances of the Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all
of the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 2.25%.
Class R Certificate: Any one of the Class R-I Certificates or Class
-------------------
R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed
---------------------
by the Trustee and authenticated by the Certificate Registrar substantially
in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC I for purposes of the REMIC
Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates
----------------------
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an
interest designated as a "residual interest" in REMIC II for purposes of
the REMIC Provisions.
Closing Date: August 29, 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.
12
<PAGE>
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 Corporate Trust Services Division, One
First National Plaza, Chicago, Illinois, 60670-0126, Attention: Residential
Funding Corporation Series 1996-S18.
Credit Support Depletion Date: The first Distribution Date on which
-----------------------------
the Senior Percentage equals 100%.
Cumulative Insurance Payments: As of any time of determination, the
-----------------------------
aggregate of all FSA Insurance Payments previously made by Financial
Security under the FSA Policy minus the aggregate of all payments
previously made to Financial Security pursuant to Sections 4.02(a)(xvi) and
4.02(i) hereof as reimbursement for FSA Insurance Payments.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
-----------
not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
-----------------
maintained pursuant to Section 3.07 in the name of a depository
institution, as custodian for the holders of the Certificates, for the
holders of certain other interests in mortgage loans serviced or sold by
the Master Servicer and for the Master Servicer, into which the amounts set
forth in Section 3.07 shall be deposited directly. Any such account or
accounts shall be an Eligible Account.
13
<PAGE>
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: August 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.
14
<PAGE>
Discount Fraction: With respect to each Discount Mortgage Loan, the
-----------------
fraction expressed as a percentage, the numerator of which is 8.00% minus
the Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any
Discount Mortgage Loans as to which the Mortgage Rate is modified pursuant
to 3.07(a)) for such Mortgage Loan and the denominator of which is 8.00%.
The Discount Fraction with respect to each Discount Mortgage Loan is set
forth on Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate
----------------------
(or the initial Net Mortgage Rate) of less than 8.00% per annum and any
Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to the
definition of Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a
---------------------------------------------------------
"disqualified organization" under Section 860E(e)(5) of the Code, which
includes any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject
to tax and, except for the FHLMC, a majority of its board of directors is
not selected by such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed
by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and
(v) any other Person so designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause REMIC I or REMIC II or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a
Class R Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section
7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
-----------------
immediately following the month of the initial issuance of the Certificates
or, if such 25th day is not a Business Day, the Business Day immediately
following such 25th day.
Due Date: With respect to any Distribution Date, the first day of the
--------
month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
----------
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the following: (i)
----------------
maintained with a depository institution the debt obligations of which have
been rated by each Rating Agency in its highest rating available, or (ii)
an account or accounts in a depository institution in which such accounts
are fully insured to the limits established by the FDIC, provided that any
deposits not so insured
15
<PAGE>
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, 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, the Excess Spread and the Insurance Premium, (ii) the
Senior Principal Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-13 Principal Distribution
Amount (determined without regard to Section 4.02(b)(i)(E) hereof) and (iv)
the aggregate amount of Accrued Certificate Interest on the Class M, Class
B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
----------------
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof,
----------------------
which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds
-----------------
the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion
--------------------------
thereof, that exceeds the then applicable Special Hazard Amount.
Excess Spread: With respect to any Distribution Date, the aggregate
-------------
of one month's interest on the Stated Principal Balance of each Mortgage
Loan with respect to which the Company has not on or prior to such
Distribution Date issued a class of Variable Strip Certificates
representing ownership of the related Uncertificated REMIC I Regular
Interest Z, at the applicable Spread Rate with respect to such Mortgage
Loan, calculated on the basis of a 360-day year consisting of twelve 30-day
months. Excess Spread on any Distribution Date will be reduced by the
interest shortfalls described in clauses (i) through (iv) of the fourth
sentence of the definition
16
<PAGE>
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.
17
<PAGE>
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by
--------------------
or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
----
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
-----
instrumentality of the United States created and existing under Title III
of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
-----------------------
distribution in respect of the Certificates will be made pursuant to
Section 9.01 which Final Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.03.
Financial Security: Financial Security Assurance Inc., a stock
------------------
insurance company organized and created under the laws of the State of New
York, and any successors thereto.
Financial Security Default: The existence and continuance of a
--------------------------
failure by Financial Security to make a payment required under the FSA
Policy in accordance with its terms.
Fitch: Fitch Investors Service, L.P. or its successor in interest.
-----
FNMA: Federal National Mortgage Association, a federally chartered
----
and privately owned corporation organized and existing under the Federal
National Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
-------------------
Determination Date and any Mortgage Loan, the excess, if any, of
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect
of each Mortgage Loan or REO Property for which a Cash Liquidation or REO
Disposition occurred in the related Prepayment Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property (determined,
in the case of an REO Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid by the Mortgagor
to the first day of the month following the month in which such Cash
Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off
-----------------
Date, an amount equal to: (Y) prior to the first anniversary of the Cut-off
Date an amount equal to 2.00% of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the Cut-off Date minus the
aggregate amount of Fraud Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the Cut-off
Date up to such date of determination and (Z) from the first to the fifth
anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)
the Fraud Loss Amount as of the most recent anniversary of the Cut-off
Date and (b) 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (2) the Fraud Losses allocated solely to one or more specific Classes
of Certificates in accordance with Section 4.05 since the most
18
<PAGE>
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.
FSA Insurance Payment: Any payment made by Financial Security with
---------------------
respect to the Insured Certificates under the FSA Policy.
FSA Policy: The Financial Guaranty Insurance Policy (No. 50500-N)
----------
issued by Financial Security for the benefit of the Holders of the Insured
Certificates, including any endorsements thereto, attached hereto as
Exhibit Q.
FSA Policy Payments Account: The account established pursuant to
---------------------------
Section 11.02(b) hereof.
Guaranteed Distribution: With respect to the Insured Certificates and
-----------------------
any Distribution Date, as defined in the FSA Policy.
Independent: When used with respect to any specified Person, means
-----------
such a Person who (i) is in fact independent of the Company, the Master
Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any
direct financial interest or any material indirect financial interest in
the Company, the Master Servicer or the Trustee or in an Affiliate thereof,
and (iii) is not connected with the Company, the Master Servicer or the
Trustee as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Initial Certificate Principal Balance: With respect to each Class of
-------------------------------------
Certificates, the Certificate Principal Balance of such Class of
Certificates as of the Cut-off Date as set forth in the Preliminary
Statement hereto.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
----------------------------
Insurance Premium: As to any Distribution Date, the premium payable
-----------------
to Financial Security in respect of the FSA Policy, which shall be an
amount equal to one-twelfth of 0.03% multiplied by the aggregate
Certificate Principal Balance of the Class A-3 Certificates immediately
prior to such Distribution Date.
19
<PAGE>
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
------------------
pursuant to any Primary Insurance Policy or any other related insurance
policy (excluding the FSA Policy) covering a Mortgage Loan, to the extent
such proceeds are payable to the mortgagee under the Mortgage, any
Subservicer, the Master Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account.
Insured Certificates: Any one of the Class A-7 Certificates, Class A-
--------------------
9 Certificates and Class A-10 Certificates.
Insured Reserve Fund: The account established and maintained by the
--------------------
Trustee in accordance with Section 4.08 hereof.
Insured Reserve Withdrawal: As defined in Section 4.08.
--------------------------
Insurer: Any named insurer under any Primary Insurance Policy or any
-------
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate, other than
-----------------------
any Class A-1 Certificate and Class A-2 Certificate, and any Distribution
Date, the calendar month preceding the month in which such Distribution
Date occurs. With respect to any Class A-1 Certificate or Class A-2
Certificate and any Distribution Date, the one-month period commencing on
the 25th day of the month preceding the month in which such Distribution
Date occurs and ending on the 24th day of the month in which such
Distribution Date occurs. Notwithstanding the foregoing, the distributions
of interest on any Distribution Date and the calculation of Accrued
Certificate Interest for all Classes of Certificates including the Class A-
1 Certificates and Class A-2 Certificates will reflect interest accrued,
and receipts with respect thereto, on the Mortgage Loans for the preceding
calendar month, as may be reduced in accordance with the definition of
Accrued Certificate Interest.
Late Collections: With respect to any Mortgage Loan, all amounts
----------------
received during any Due Period, whether as late payments of Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but
delinquent for a previous Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date and the Pass-Through
-----
Rates on the Class A-1 Certificates and Class A-2 Certificates, the
arithmetic mean of the London interbank offered rate quotations of
Reference Banks for one-month Eurodollar deposits in the international
Eurocurrency market, expressed on a per annum basis, determined in
accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
------------------
(ii) a day on which banking institutions in the city of London, England are
required or authorized by law to be closed.
20
<PAGE>
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 (other than the
Variable Strip Certificates which have no Certificate Principal Balance)
representing a regular interest in REMIC II and the Uncertificated
Principal Balance of each REMIC I Regular Interest and the rights to the
Excess Spread would be reduced to zero, which is August 25, 2026, the
Distribution Date immediately following the latest scheduled maturity date
of any Mortgage Loan. The latest possible Maturity Date for each
Uncertificated REMIC Regular Interest is the Distribution Date immediately
following the latest scheduled maturity date for the related Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
---------------
Property) and any Due Date, the payment of principal and interest due
thereon in accordance with the amortization schedule at the time applicable
thereto (after adjustment, if any, for curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to
such amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or similar
waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor in
-------
interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage
--------
Loan which is not a Cooperative Loan, the mortgage, deed of trust or other
comparable instrument creating a first lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
-------------
pertaining to a particular Mortgage Loan and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.
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");
21
<PAGE>
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if
any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that
the Mortgage Loan is secured by a non-owner occupied
residence.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned
--------------
to the Trustee pursuant to Section 2.01 as from time to time are held or
deemed to be held as a part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial Mortgage Loan Schedule,
and Qualified Substitute Mortgage Loans held or deemed held as part of the
Trust Fund including, without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment
of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and
Mortgage File and all rights appertaining thereto, and (ii) with respect to
each Mortgage Loan other than a Cooperative Loan, each related Mortgage
Note, Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
-------------
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan, together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by
-------------
the related Mortgage Note, or any modification thereto.
22
<PAGE>
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. The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate
delivered to the Company, the Trustee and Financial Security.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
----------------------------
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of any Distribution Date, (i) with respect to
---------------
Class A-2 Certificates, the Certificate Principal Balance of the Class A-1
Certificates, immediately prior to such date; (ii) with respect to the
Class A-11 Certificates, 2.74999823% times the Certificate Principal
Balance of the Class A-3 Certificate, immediately prior to such date or
(iii) with respect to any Variable Strip Certificates, the aggregate Stated
Principal Balance of the Non-Discount Mortgage Loans, immediately prior to
such date. The initial Notional Amount of the Class A-11 Certificate is
$928,431.
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
23
<PAGE>
qualification of the Trust Fund as a REMIC or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Original Senior Percentage: The fraction, expressed as a percentage,
--------------------------
the numerator of which is the aggregate Initial Certificate Principal
Balance of the Senior Certificates (other than the Class A-13 Certificates)
and the denominator of which is the aggregate Stated Principal Balance of
the Mortgage Loans (other than the Discount Fraction of the Discount
Mortgage Loans), which is approximately 94.44% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
-------------------------
(including an REO Property) which was not the subject of a Principal
Prepayment in Full, Cash Liquidation or REO Disposition and which was not
purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03 or 2.04.
Owner or Holder: With respect to the Excess Spread at any time at
---------------
which the Excess Spread evidences ownership in any Uncertificated REMIC
Regular Interest, Residential Funding, as the owner of all right, title and
interest in and to the Excess Spread. Solely for the purpose of giving any
consent or direction pursuant to this Agreement, as long as Residential
Funding or any Affiliate thereof is Master Servicer and the Excess Spread
remains uncertificated, the Voting Rights evidenced thereby shall not be
taken into account in determining whether the requisite amount of Voting
Rights necessary to effect any such consent or direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or security
------------------
interest in such Certificate, including any interest in such Certificate as
the Holder thereof and any other interest therein, whether direct or
indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other
-----------------
than the Class A-1 Certificates, the Class A-2 Certificates, the Class A-13
Certificates and any Variable Strip Certificates), Class M Certificates,
Class B Certificates and Class R Certificates and any Distribution Date,
the per annum rate set forth in the Preliminary Statement hereto. With
respect to the Class A-1 Certificates and the initial Interest Accrual
Period, 6.0375% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to LIBOR plus 0.60%, subject to a
maximum rate of 9.00% per annum and a minimum rate of 0.60% per annum.
With respect to the Class A-2 Certificates and the initial Interest Accrual
Period, 2.9625% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to 8.40% minus LIBOR, subject to a
maximum rate of 8.40% per annum and a minimum rate of 0.00% per annum.
With respect to any Class of Variable Strip Certificates and any
Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Spread Rates of all Mortgage Loans corresponding to the
Uncertificated REMIC I Regular Interests represented by such Class of
Variable Strip Certificates as of the Due Date in the month next preceding
the month in which such Distribution Date occurs, weighted on the basis of
the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates. The Class A-13 Certificates
have no Pass-Through Rate and are not entitled to Accrued Certificate
Interest.
24
<PAGE>
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 an
-------------------
Class A-11, Variable Strip or Class R Certificate), the undivided
percentage ownership interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall be equal to the
Initial Certificate Principal Balance thereof divided by the aggregate
Initial Certificate Principal Balance of all of the Certificates of the
same Class. With respect to the Class A-11 Certificates, Class A-2
Certificates, any Variable Strip or Class R-I Certificate and Class R-II
Certificate, the interest in distributions to be made with respect to the
Class evidenced thereby, expressed as a percentage, as stated on the face
of each such Certificate.
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of acquisition
thereof, provided that the unsecured obligations of the party agreeing
to repurchase such obligations are at the time rated by each Rating
Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the United
States or any state thereof or of any domestic branch of a foreign
depository institution or trust company; provided 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
25
<PAGE>
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 Allocation Test: With respect to any Distribution Date, a
--------------------------
test that shall be met if all of the following conditions are satisfied:
(i) the Subordinate Percentage as of such Distribution Date is at least two
times the Subordinate Percentage as of the Closing Date; (ii) the aggregate
Stated Principal Balance of Mortgage Loans delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and any REO
Properties) averaged over the last six months as a percentage of the
aggregate Stated Principal Balance of all Mortgage Loans averaged over the
last six months, does not exceed 2%; and (iii) the aggregate amount of
Realized Losses incurred with respect to the Mortgage Loans since the
Closing Date do not exceed 30% of the aggregate Certificate Principal
Balance of the Class M Certificates and Class B Certificates as of the
Closing Date.
26
<PAGE>
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 6.0% per annum rate of prepayment thereafter for the life of the
mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
----------------------------------
Date and each Class of Class M Certificates and Class B Certificates, under
the applicable circumstances set forth below, the respective percentages
set forth below:
(i) For any Distribution Date prior to the Distribution Date in
September, 2001 (unless the Certificate Principal Balances of
the Class A Certificates, other than the Class A-5 Certificates
and Class A-13 Certificates, have been reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or Class
B Certificates are outstanding not discussed in clause (i)
above:
(a) in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the
event the Class M Certificates are no longer outstanding, the
Class of Class B Certificates then outstanding with the lowest
numerical designation and each other Class of Class M
Certificates and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a fraction,
expressed as a percentage, the numerator of which is the
Certificate Principal Balance of such Class immediately prior to
such date and the denominator of which is the sum of the
Certificate Principal Balances immediately prior to such date of
(1) the Class of Class M Certificates then outstanding with the
lowest numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and (2) all other Classes of Class M Certificates
and Class B Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M Certificates
and Class B Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount")
would result in a distribution in respect of principal of any
Class or Classes of Class M Certificates and Class B
Certificates in an amount greater than the
27
<PAGE>
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.
Class A-5 Certificates: Any one of the Class A-5 Certificates.
----------------------
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
28
<PAGE>
interest representing scheduled interest on such payment due on any date or
dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
----------------------------
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
-------------
for Residential Funding's mortgage loan purchase and conduit servicing
program and all supplements and amendments thereto published by Residential
Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
--------------
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related
unreimbursed Advances and (ii) unpaid accrued interest at the Adjusted
Mortgage Rate (or at the Net Mortgage Rate in the case of a purchase made
by the Master Servicer) on the Stated Principal Balance thereof to the
first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
----------------------------------
Residential Funding or the Company for a Deleted Mortgage Loan which must,
on the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month
of substitution (or in the case of a substitution of more than one Mortgage
Loan for a Deleted Mortgage Loan, an aggregate outstanding principal
balance, after such deduction), not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan (the amount of any shortfall to be
deposited by Residential Funding in the Custodial Account in the month of
substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower
than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the time of substitution
no higher than that of the Deleted Mortgage Loan at the time of
substitution; (iv) have a remaining term to stated maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage
Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement;
and (vi) have a Spread Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with
respect to any Qualified Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan which was a Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to have a
Discount Fraction equal to the Discount Fraction of the Deleted Mortgage
Loan and (y) in the event that the "Spread Rate" of any Qualified
Substitute Mortgage Loan as calculated pursuant to the definition of
"Spread Rate" is greater than the Spread Rate of the related Deleted
Mortgage Loan (i) the Spread Rate of such Qualified Substitute Mortgage
Loan shall be equal to the Spread Rate of the related Deleted Mortgage Loan
for purposes of calculating the Excess Spread or Accrued Certificate
Interest on any Class of Variable Strip Certificates and (ii) the excess of
the Spread Rate on such Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Spread Rate" over the
29
<PAGE>
Spread Rate on the related Deleted Mortgage Loan shall be payable to the
Class R Certificates pursuant to Section 4.02 hereof.
Rate Adjustment Date: With respect to each Distribution Date and the
--------------------
Class A-1 Certificates and Class A-2 Certificates, the LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual
Period on which banks are open for dealing in foreign currency and exchange
in London, England.
Rating Agency: Fitch and Standard & Poor's with respect to the Class
-------------
A, Class R and Class M-1 Certificates and Fitch with respect to the Class
M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either agency or
a successor is no longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable Person, designated by
the Company, notice of which designation shall be given to the Trustee and
the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property)
-------------
as to which a Cash Liquidation or REO Disposition has occurred, an amount
(not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the
Net Mortgage Rate from the Due Date as to which interest was last paid or
advanced to Certificateholders and the Owner of the Excess Spread up to the
last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO
Property) outstanding during each Due Period that such interest was not
paid or advanced, minus (iii) the proceeds, if any, received during the
month in which such 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.
Reference Bank Rate: With respect to any Interest Accrual Period, as
-------------------
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest
one sixteenth of a percent) of the offered rates for United States dollar
deposits for one month which are offered by the Reference Banks as of 11:00
A.M., London, England time, on the LIBOR Business Day prior to the first
day of such Interest Accrual Period to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the sum
of the outstanding Certificate Principal Balance and the Certificates;
provided that at least two such Reference Banks provide such rate.
--------
30
<PAGE>
If fewer than two offered rates appear, the Reference Bank Rate will be the
arithmetic mean (rounded upwards if necessary to the nearest 1/16%) of the
rates quoted by one or more major banks in New York City, selected by the
Trustee after consultation with the Master Servicer, as of 11:00 a.m., New
York time, on such date for loans in U.S. Dollars to leading European Banks
for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance. If no such quotations can be obtained, the
Reference Bank Rate shall be the Reference Bank Rate applicable to the
preceding Interest Accrual Period.
Regular Certificate: Any of the Certificates other than a Class R-I
-------------------
Certificate or Class R-II Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning
-----
of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
-------------------
Funding Corporation is found by a court of competent jurisdiction to no
longer be able to fulfill its obligations as REMIC Administrator under this
Agreement the Master Servicer or Trustee acting as Master Servicer shall
appoint a successor REMIC Administrator, subject to assumption of the REMIC
Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets, with respect to which a REMIC
-------
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date as shall be on deposit in
the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders and the
Owner of the Excess Spread by foreclosure or deed in lieu
of foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof.
Notwithstanding the foregoing, REMIC I specifically excludes the Insured
Reserve Fund, the FSA Policy and the FSA Policy Payments Account.
REMIC I Certificates: The Class R-I Certificates.
--------------------
REMIC II: The segregated pool of assets consisting of the
--------
Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee
for the benefit of the holders of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-
10, Class A-11, Class A-12, Class A-13, Class M-1, Class M-2, Class M-3,
Class B-1, Class
31
<PAGE>
B-2, Class B-3 and the Owner of the Excess Spread, any Variable Strip
Certificates and Class R-II Certificates pursuant to Section 2.06, with
respect to which a separate REMIC election is to be made.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3,
---------------------
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-
10, Class A-11, Class A-12, Class A-13, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates.
REMIC Provisions: Provisions of the federal income tax law relating
----------------
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final regulations (or, to the extent not
inconsistent with such temporary or final regulations, proposed
regulations) and published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of
---------------
the Trustee for the benefit of the Certificateholders and the Owner of the
Excess Spread of any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by the
---------------
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an
--------------------
amount equivalent to interest (at the Net Mortgage Rate that would have
been applicable to the related Mortgage Loan had it been outstanding) on
the unpaid principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any
------------
REO Property (including, without limitation, proceeds from the rental of
the related Mortgaged Property) which proceeds are required to be deposited
into the Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
------------
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of which are
-------------------
attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any
-------------------------
insurance policy which is required to be maintained from time to time under
this Agreement, the Program Guide or the related Subservicing Agreement in
respect of such Mortgage Loan.
32
<PAGE>
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.
Security Agreement: With respect to a Cooperative Loan, the agreement
------------------
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer,
------
that executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
------------------
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved
by the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans.
Senior Certificates: Any one of the Class A Certificates or Class R
-------------------
Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100%
-----------------
and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Senior Certificates (other
than the Certificate Principal Balance of the Class A-13 Certificates)
immediately prior to such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans (or
related REO Properties) (other than the Discount Fraction of the Discount
Mortgage Loans) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date,
------------------------------------
the lesser of (a) the balance of the Available Distribution Amount
remaining after the distribution of all amounts required to be distributed
pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum
of the amounts required to be distributed to the Class A Certificateholders
and Class R Certificateholders on such Distribution Date pursuant to
Section 4.02(a)(ii)(Y), (xvii) and (xviii).
Senior Support Depletion Date: The first Distribution Date on which
-----------------------------
the Certificate Principal Balance of the Class A-5 Certificates has been
reduced to zero.
Servicing Accounts: The account or accounts created and maintained
------------------
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
------------------
pocket" costs and expenses incurred in connection with a default,
delinquency or other unanticipated event by the
33
<PAGE>
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 $2,141,784 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 38.15% (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.
34
<PAGE>
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) 8.00% per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a division of
-----------------
the McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or
------------------------
related REO Property, at any given time, (i) the Cut-off Date Principal
Balance of the Mortgage Loan, minus (ii) the sum of (a) the principal
portion of the Monthly Payments due with respect to such Mortgage Loan or
REO Property during each Due Period ending prior to the most recent
Distribution Date which were received or with respect to which an Advance
was made, and (b) all Principal Prepayments with respect to such Mortgage
Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and
REO Proceeds, to the extent applied by the Master Servicer as recoveries of
principal in accordance with Section 3.14 with respect to such Mortgage
Loan or REO Property, in each case which were distributed pursuant to
Section 4.02 on any previous Distribution Date, and (c) any Realized Loss
allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100% minus the
----------------------
Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
-----------------------------------------
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of
the amounts calculated for such Distribution Date under clauses (1), (2)
and (3) of Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share,
based on the Certificate Principal Balance of each Class of Class M
Certificates and Class B Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b) to the extent such
collections are not otherwise distributed to the Class A Certificates and
Class R Certificates; (iii) the product of (x) the related Prepayment
Distribution Percentage and (y) the aggregate of all Principal Prepayments
35
<PAGE>
in Full and Curtailments received in the related Prepayment Period (other
than the related Discount Fraction of such Principal Payments in Full and
Curtailments with respect to a Discount Mortgage Loan) to the extent not
payable to the Class A Certificates and Class R Certificates; (iv) if such
Class is the most senior Class of Certificates then outstanding (as
established in Section 4.05 hereof), any Excess Subordinate Principal
Amount for such Distribution Date; and (v) any amounts described in clauses
(i), (ii) and (iii) as determined for any previous Distribution Date, that
remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of
Class M or Class B Certificates minus (b) any Excess Subordinate Principal
Amount not payable to such Class on such Distribution Date pursuant to the
definition thereof; provided, however, that such amount shall in no event
-------- -------
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of
-------------------------
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered
-----------
into a Subservicing Agreement and who generally satisfied the requirements
set forth in the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a Subservicer by the Master
Servicer.
Subservicer Advance: Any delinquent installment of principal and
-------------------
interest on a Mortgage Loan which is advanced by the related Subservicer
(net of its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in
--------------------
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master
----------------------
Servicer and any Subservicer relating to servicing and administration of
certain Mortgage Loans as provided in Section 3.02, generally in the form
of the servicer contract referred to 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 REMIC I and REMIC II due to their
classification as REMICs under the REMIC Provisions, together with any and
all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal
36
<PAGE>
Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
--------
hypothecation or other form of assignment of any Ownership Interest in a
Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership
----------
Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
----------
Interest in a Certificate.
Trust Fund: REMIC I and REMIC II.
----------
Uncertificated Accrued Interest: With respect to each Distribution
-------------------------------
Date, (i) as to Uncertificated REMIC I Regular Interest U, an amount equal
to the aggregate amount of Accrued Certificate Interest that would result
under the terms of the definition thereof on the Class A-1 Certificates and
the Class A-2 Certificates if the Pass-Through Rate on such Classes were
equal to the Pass-Through Rate on the Uncertificated REMIC I Regular
Interest U, (ii) as to Uncertificated REMIC I Regular Interest V, an amount
equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-6, Class A-
7, Class A-8, Class A-9, Class A-10 and Class A-12 Certificates if the
Pass-Through Rate on such Classes were equal to the Pass-Through Rate on
Uncertificated REMIC I Regular Interest V, (iii) as to Uncertificated REMIC
I Regular Interest W, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition
thereof on the Class A-3 Certificates if the Pass-Through Rate on such
Class was equal to the Pass-Through Rate on Uncertificated REMIC I Regular
Interest W, (iv) as to Uncertificated REMIC I Regular Interest X, an amount
equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-4, Class A-
5, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificates if the Pass-Through Rate on such Classes were equal
to the Pass-Through Rate on Uncertificated REMIC I Regular Interest X, (v)
as to Uncertificated REMIC I Regular Interest Y, zero and (vi) as to the
Uncertificated REMIC I Regular Interest Z, an amount equal to one month's
interest at the Uncertificated Pass-Through Rate for the Uncertificated
REMIC I Regular Interest Z on the aggregate principal balance of the
Mortgage Loans reduced by the pro rata share of the Uncertificated REMIC I
Regular Interest Z in any prepayment interest shortfalls or other
reductions of interest allocable to the Excess Spread.
Uncertificated Pass-Through Rate: With respect to each of the
--------------------------------
Uncertificated REMIC I Regular Interests U, V, W, X, Y and Z, 9.000%,
7.250%, 8.000%, 8.000%, 0.000% and the weighted average of the Spread Rates
for the Mortgage Loans, respectively.
Uncertificated Principal Balance: With respect to each Uncertificated
--------------------------------
REMIC I Regular Interest on any date of determination, an amount equal to
$60,600,000.00 with respect to Uncertificated REMIC I Regular Interest U,
an amount equal to $80,800,001.00 with respect to
37
<PAGE>
Uncertificated REMIC I Regular Interest V, an amount equal to
$36,778,230.00 with respect to Uncertificated REMIC I Regular Interest W,
an amount equal to $33,761,149.33 with respect to Uncertificated REMIC I
Regular Interest X, an amount equal to $2,238,855.00 with respect to
Uncertificated REMIC I Regular Interest Y, an amount equal to $0 with
respect to Uncertificated REMIC I Regular Interest Z, minus (ii) the sum of
(x) the aggregate of all amounts previously deemed distributed with respect
to such interest and applied to reduce the Uncertificated Principal Balance
thereof pursuant to Section 4.08(a)(ii) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses that were previously deemed allocated to
the Uncertificated Principal Balance of such Uncertificated REMIC I Regular
Interest pursuant to Section 4.08(d).
Uncertificated REMIC I Regular Interest U: An uncertificated partial
-----------------------------------------
undivided beneficial interest in REMIC I having a principal balance equal
to the Stated Principal Balance of the Mortgage Loans and REO Property from
time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1 Certificates and
the denominator of which is the aggregate Certificate Principal Balance of
all of the Certificates, and which bears interest at a rate equal to 9.000%
per annum.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the Mortgage Loans and REO
Property from time to time multiplied by a fraction, the numerator of which
is the aggregate Certificate Principal Balance of the Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10 and Class A-12 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all
of the Certificates, and which bears interest at a rate equal to 7.250% per
annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the Mortgage Loans and REO
Property from time to time multiplied by a fraction, the numerator of which
is the aggregate Certificate Principal Balance of the Class A-3
Certificates and the denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which bears interest at a
rate equal to 8.000% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the Mortgage Loans and REO
Property from time to time multiplied by a fraction, the numerator of which
is the aggregate Certificate Principal Balance of the Class A-4, Class A-5,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II Certificates and the denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which bears interest at a
rate equal to 8.000% per annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the Mortgage Loans and REO
Property from time to time multiplied by a fraction, the numerator of which
is the aggregate Certificate Principal Balance of the Class A-13
Certificates
38
<PAGE>
and the denominator of which is the aggregate Certificate Principal Balance
of all of the Certificates, and which bears interest at a rate equal to
0.000% per annum.
Uncertificated REMIC I Regular Interest Z: The 618 uncertificated
-----------------------------------------
partial undivided beneficial ownership interests in the Trust Fund numbered
sequentially from 1 through 618, each relating to the particular Mortgage
Loan identified by such sequential number on the Mortgage Loan Schedule,
each having no principal balance, and each bearing interest at the
respective Spread Rate on the uncertificated notional amount equal to the
aggregate Stated Principal Balance of the related Mortgage Loan.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I
----------------------------------------
Regular Interest U, Uncertificated REMIC I Regular Interest V,
Uncertificated REMIC I Regular Interest W, Uncertificated REMIC I Regular
Interest X, Uncertificated REMIC I Regular Interest Y and Uncertificated
REMIC I Regular Interest Z.
Uncertificated REMIC I Regular Interest U Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest U for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Z Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Z for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
------------------------------------------------------------
Uncertificated REMIC I Regular Interest U Distribution Amount,
Uncertificated REMIC I Regular Interest V Distribution Amount,
Uncertificated REMIC I Regular Interest W Distribution Amount,
Uncertificated REMIC I Regular Interest X Distribution Amount,
Uncertificated REMIC I Regular Interest Y Distribution Amount and
Uncertificated REMIC I Regular Interest Z Distribution Amount.
39
<PAGE>
Underwriter: As defined in Section 4.08.
-----------
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
-------------------------------------------------------
Single Attestation Program for Mortgage Bankers, as published by the
Mortgage Bankers Association of America and effective with respect to
fiscal periods ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a
---------------
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
--------------------
corporation, partnership or other entity created or organized in, or under
the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within
the United States.
Variable Strip Certificates: Any one of any Class of Class A
---------------------------
Certificates issued in accordance with Section 5.01(c).
Voting Rights: The portion of the voting rights of all of the
-------------
Certificates which is allocated to any Certificate. 96.0% of all of the
Voting Rights shall be allocated among Holders of Certificates, other than
the Class A-2, Class A-11, Class R-I, Class R-II Certificates or any
Variable Strip Certificate, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates, except that Financial
Security shall be assigned the Voting Rights of the Insured
Certificateholders in the absence of any continuing Financial Security
Default; and 1% of all Voting Rights shall be allocated among the Holders
of the Class A-2 Certificates; 1% of all Voting Rights shall be allocated
to the Owner of the Class A-11 Certificates; 1% of all Voting Rights shall
be allocated to the Owner of the Excess Spread and the Holders of any
Variable Strip Certificates (in proportion to the amount of Accrued
Certificate Interest or amount of Excess Spread as of the immediately
preceding Distribution Date, 0.5% of all Voting Rights shall be allocated
among Holders of the Class R-I Certificates and 0.5% of all Voting Rights
shall be allocated among Holders of the Class R-II Certificate, allocated
among the Certificates of each such Class in accordance with their
respective Percentage Interests.
Section 1.02. Determination of LIBOR.
----------------------
LIBOR applicable to the calculation of the Pass-Through Rates on the
Class A-1 Certificates and Class A-2 Certificates for any Interest Accrual
Period (other than the initial Interest Accrual Period) will be determined
on each Rate Adjustment Date as follows:
For any Interest Accrual Period other than the first Interest Accrual
Period, the rate for United States dollar deposits for one month which
appears on the Telerate Screen Page 3750 as of 11:00 A.M., London, England
time, on the LIBOR Business Day prior to the first day of such Interest
Accrual Period. With respect to the first Interest Accrual Period, LIBOR
equals 5.4375%. If such rate does not appear on such page (or such other
page as may replace that page on that service, or if such service is no
longer offered, such other service for displaying LIBOR
40
<PAGE>
or comparable rates as may be reasonably selected by the Trustee after
consultation with the Master Servicer), the rate will be the Reference Bank
Rate. If no such quotations can be obtained and no Reference Bank Rate is
available, LIBOR will be LIBOR applicable to the preceding Distribution
Date.
The establishment of LIBOR by the Trustee on any Rate Adjustment Date
and the Trustee's subsequent calculation of the Pass-Through Rates
applicable to the Class A-1 Certificates and Class A-2 Certificates for the
relevant Interest Accrual Period, in the absence of manifest error, will be
final and binding.
Promptly following each Rate Adjustment Date the Trustee shall
supply the Master Servicer with the results of its determination of LIBOR
on such date. Furthermore, the Trustee will supply to any
Certificateholder so requesting by telephone the Pass-Through Rates on the
Class A-1 Certificates and Class A-2 Certificates for the current and the
immediately preceding Interest Accrual Periods.
41
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
----------------------------
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans
after the Cut-off Date (other than payments of principal and interest due
on the Mortgage Loans on or before the Cut-off Date). In connection with
such transfer and assignment, the Company does hereby deliver to the
Trustee the FSA Policy.
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent
or agents of the Trustee for such purpose, the following documents or
instruments (or copies thereof as permitted by this Section) (I) with
respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(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.
42
<PAGE>
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.
43
<PAGE>
(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
44
<PAGE>
the public recording office or from the related Subservicer. In connection
with its servicing of Cooperative Loans, the Master Servicer will use its
best efforts to file timely continuation statements with regard to each
financing statement and assignment relating to Cooperative Loans as to
which the related Cooperative Apartment is located outside of the State of
New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 and the
Uncertificated REMIC I Regular Interests as provided for in Section 2.06 be
construed as a sale by the Company to the Trustee of the Mortgage Loans and
the Uncertificated REMIC I Regular Interests for the benefit of the
Certificateholders and the Owner of the Excess Spread. Further, it is not
intended that any such conveyance be deemed to be a pledge of the Mortgage
Loans and the Uncertificated REMIC I Regular Interests by the Company to
the Trustee to secure a debt or other obligation of the Company. However,
in the event that the Mortgage Loans and the Uncertificated REMIC I Regular
Interests are held to be property of the Company or of Residential Funding,
or if for any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans and the Uncertificated REMIC I Regular
Interests, then it is intended that (a) this Agreement shall also be deemed
to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; (b) the conveyance provided for in Sections
2.01 and 2.06 shall be deemed to be (1) a grant by the Company to the
Trustee of a security interest in all of the Company's right (including the
power to convey title thereto), title and interest, whether now owned or
hereafter acquired, in and to (A) the Mortgage Loans, including (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease, any insurance policies and all other documents in the
related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related Mortgage File,
(B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof, (C) the Uncertificated REMIC I Regular Interests and (D)
any and all general intangibles consisting of, arising from or relating to
any of the foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account, whether in
the form of cash, instruments, securities or other property and (2) an
assignment by the Company to the Trustee of any security interest in any
and all of Residential Funding's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in
and to the property described in the foregoing clauses (1)(A), (B), (C) and
(D) granted by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or
any other agent of the Trustee of Mortgage Notes or such other items of
property as constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be "possession by the secured party," or
possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the Minnesota
Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without
45
<PAGE>
limitation, Section 9-305, 8-313 or 8-321 thereof); and (d) notifications
to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the Mortgage Loans, the
Uncertificated REMIC I Regular Interests and the other property described
above, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as
such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee
shall forward for filing, or shall cause to be forwarded for filing, at the
expense of the Company, all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in
effect in any jurisdiction to perfect the Trustee's security interest in or
lien on the Mortgage Loans and the Uncertificated REMIC I Regular
Interests, as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such
other statements as may be occasioned by (1) any change of name of
Residential Funding, the Company or the Trustee (such preparation and
filing shall be at the expense of the Trustee, if occasioned by a change in
the Trustee's name), (2) any change of location of the place of business or
the chief executive office of Residential Funding or the Company, (3) any
transfer of any interest of Residential Funding or the Company in any
Mortgage Loan or (4) any transfer of any interest of Residential Funding or
the Company in any Uncertificated REMIC I Regular Interest.
(f) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $300,553 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net
Mortgage Rate for the Due Date in August 1996, for those Mortgage Loans for
which the Trustee will not be entitled to receive such payment. The Master
Servicer shall hold such Initial Monthly Payment Fund in the Custodial
Account and shall include such Initial Monthly Payment Fund in the
Available Distribution Amount for the Distribution Date in August 1996.
Notwithstanding anything herein to the contrary, the Initial Monthly
Payment Fund shall not be an asset of REMIC I or REMIC II. To the extent
that the Initial Monthly Payment Fund constitutes a reserve fund for
federal income tax purposes, (1) it shall be an outside reserve fund and
not an asset of REMIC I or REMIC II (2) it shall be owned by the Seller and
(3) amounts transferred by REMIC I OR REMIC II 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
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referred to in Section 2.01(b)(i) through (iii) above (except that for
purposes of such acknowledgement only, a Mortgage Note may be endorsed in
blank and an Assignment of Mortgage may be in blank) and declares that it,
or a Custodian as its agent, holds and will hold such documents and the
other documents constituting a part of the Mortgage Files delivered to it,
or a Custodian as its agent, in trust for the use and benefit of all
present and future Certificateholders and the Owner of the Excess Spread.
The Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for the benefit of Certificateholders and the
Owner of the Excess Spread, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to
ascertain that all required documents (specifically as set forth in Section
2.01(b)), have been executed and received, and that such documents relate
to the Mortgage Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed to it. Upon delivery of the Mortgage
Files by the Company or the Master Servicer, the Trustee shall acknowledge
receipt (or, with respect to Mortgage Loans subject to a Custodial
Agreement, and based solely upon a receipt or certification executed by the
Custodian, receipt by the respective Custodian as the duly appointed agent
of the Trustee) of the documents referred to in Section 2.01(c) above. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees to review each Mortgage File delivered to it pursuant to
Section 2.01(c) within 45 days after receipt thereof to ascertain that all
documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified
on the Mortgage Loan Schedule, as supplemented, that have been conveyed to
it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective
in any material respect, the Trustee shall promptly so notify the Master
Servicer and the Company. Pursuant to Section 2.3 of the Custodial
Agreement, the Custodian will notify the Master Servicer, the Company and
the Trustee of any such omission or defect found by it in respect of any
Mortgage File held by it. The Master Servicer shall promptly notify the
related Subservicer or Seller of such omission or defect and request that
such Subservicer or Seller correct or cure such omission or defect within
60 days from the date the Master Servicer was notified of such omission or
defect and, if such Subservicer or Seller does not correct or cure such
omission or defect within such period, that such Subservicer or Seller
purchase such Mortgage Loan from REMIC I at its Purchase Price, in either
case within 90 days from the date the Master Servicer was notified of such
omission or defect; provided that if the omission or defect would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90
days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer,
shall be deposited or caused to be deposited by the Master Servicer in the
Custodial Account maintained by it pursuant to Section 3.07 and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse, as shall be
necessary to vest in the Seller or its designee or the Subservicer or its
designee, as the case may be, any Mortgage Loan released pursuant hereto
and thereafter such Mortgage Loan shall not be part of the Trust Fund. It
is understood and agreed that the obligation of the Seller or the
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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;
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(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate
of the Company or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the
information, certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are acceptable
to the Master Servicer and any new Subservicing Agreements will comply
with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective
Mortgage Files to the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in
this Section 2.03(a) which materially and adversely affects the interests
of the Certificateholders and the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a
Custodial Agreement). Within 90 days of its discovery or its receipt of
notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is
with respect to a Mortgage Loan or a related document, purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner
set forth in Section 2.02; provided that if the omission or defect would
cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure must occur within 90 days
from the date such breach was discovered. The obligation of the Master
Servicer to cure such breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a 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;
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(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case may
be, is true and correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day of
each month and terms to maturity at origination or modification of not
more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 22% of the
principal balance of the Mortgage Loan at origination if the Loan-to-
Value Ratio is between 95.00% and 90.01% and (b) at least 12% of such
balance if the Loan-to-Value Ratio is between 90.00% and 80.01%. To
the best of the Company's knowledge, each such Primary Insurance
Policy is in full force and effect and the Trustee is entitled to the
benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 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
and no more than 0.6% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside California. Eight
of the Mortgage Loans, representing approximately 1.64% of the
Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off
Date, are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and
related compensation) and such assignment validly transfers ownership
of the Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) None of the Mortgage Loans were underwritten under a
reduced loan documentation program requiring no income verification
and no asset verification;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would
be owner-occupied and
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therefore would not be an investor property as of the date of
origination of such Mortgage Loan. No Mortgagor is a corporation or a
partnership;
(xi) 0.4% of the Mortgage Loans were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative
Loan, the Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a tenant-stockholder (as defined
in Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the
date of origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months; and
(xvii) One of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective
Mortgage Files to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties
set forth in this Section 2.03(b) which materially and adversely affects
the interests of the Certificateholders and the Owner of the Excess Spread
in any Mortgage Loan, the party discovering such breach shall give prompt
written notice to the other parties (any Custodian being so obligated under
a Custodial Agreement); provided, however, that in the event of a breach of
-------- -------
the representation and warranty set forth in Section 2.03(b)(xii), the
party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of
breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that
the Company shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for
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such Mortgage Loan if such substitution occurs within two years following
the Closing Date; provided that if the omission or defect would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90
days from the date such breach was discovered. Any such substitution shall
be effected by the Company under the same terms and conditions as provided
in Section 2.04 for substitutions by Residential Funding. It is understood
and agreed that the obligation of the Company to cure such breach or to so
purchase or substitute for any Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders and the Owner of the Excess
Spread or the Trustee on behalf of the Certificateholders and such Owner.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set
forth above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
-----------------------------------------
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of
Certificateholders and the Owner of the Excess Spread all of its right,
title and interest in respect of the Assignment Agreement and each Seller's
Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of
such Mortgage Loan and any remedies provided thereunder for any breach of
such representations and warranties, such right, title and interest may be
enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders and the Owner of the Excess Spread. Upon the discovery
by the Company, the Master Servicer, the Trustee or any Custodian of a
breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation
under the Assignment Agreement) in respect of any Mortgage Loan which
materially and adversely affects the interests of the Certificateholders
and the Owner of the Excess Spread in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement).
The Master Servicer shall promptly notify the related Seller or Residential
Funding, as the case may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i) cure such breach in all
material respects within 90 days from the date the Master Servicer was
notified of such breach or (ii) purchase such Mortgage Loan from the Trust
Fund at the Purchase Price and in the manner set forth in Section 2.02;
provided that in the case of a breach under the Assignment Agreement
Residential Funding shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided
that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan
pursuant to this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders and the Owner of the
Excess Spread with respect to such Qualified Substitute Mortgage Loan or
Loans, the original
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Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable
form, and such other documents and agreements as are required by Section
2.01, with the Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution shall not be part of
the Trust Fund and will be retained by the Master Servicer and remitted by
the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders and the Owner of the Excess Spread will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and
thereafter Residential Funding shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Master Servicer
shall amend or cause to be amended the Mortgage Loan Schedule, for the
benefit of the Certificateholders and the Owner of the Excess Spread to
reflect the removal of such Deleted Mortgage Loan and the substitution of
the Qualified Substitute Mortgage Loan or Loans and the Master Servicer
shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller shall be deemed to have made
the representations and warranties with respect to the Qualified Substitute
Mortgage Loan contained in the related Seller's Agreement as of the date of
substitution, and the Company and the Master Servicer shall be deemed to
have made with respect to any Qualified Substitute Mortgage Loan or Loans,
as of the date of substitution, the covenants, representations and
warranties set forth in this Section 2.04, in Section 2.03 hereof and in
Section 4 of the Assignment Agreement, and the Master Servicer shall be
obligated to repurchase or substitute for any Qualified Substitute Mortgage
Loan as to which a Repurchase Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will determine the amount (if any) by which the aggregate
principal balance of all such Qualified Substitute Mortgage Loans as of the
date of substitution is less than the aggregate Stated Principal Balance of
all such Deleted Mortgage Loans (in each case after application of the
principal portion of the Monthly Payments due in the month of substitution
that are to be distributed to the Certificateholders in the month of
substitution). Residential Funding shall deposit the amount of such
shortfall into the Custodial Account on the day of substitution, without
any reimbursement therefor. Residential Funding shall give notice in
writing to the Trustee of such event, which notice shall be accompanied by
an Officers' Certificate as to the calculation of such shortfall and
(subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code
or (b) any portion of the Trust Fund to fail to qualify as a REMIC at any
time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase
(or in the case of Residential Funding 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
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Excess Spread or the Trustee on behalf of Certificateholders and such
Owner. If the Master Servicer is Residential Funding, then the Trustee
shall also have the right to give the notification and require the purchase
or substitution provided for in the second preceding paragraph in the event
of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable
to such Mortgage Loan.
Section 2.05. Issuance of Certificates Evidencing Interests in REMIC
------------------------------------------------------
I Certificates.
--------------
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Mortgage Files to it, or any Custodian on its
behalf, subject to any exceptions noted, together with the assignment to it
of all other assets included in REMIC I, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor,
the Trustee, pursuant to the written request of the Company executed by an
officer of the Company has executed and caused to be authenticated and
delivered to or upon the order of the Company the Class R-I Certificates in
authorized denominations which, together with the Uncertificated REMIC I
Regular Interests, evidence ownership of REMIC I. The rights of the Class
R-I Certificateholders and REMIC II to receive distributions from the
proceeds of REMIC I in respect of the Class R-I Certificates and the
Uncertificated REMIC I Regular Interests, and all ownership interests of
the Class R-I Certificateholders and REMIC II in such distributions, shall
be as set forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee.
-------------------------------------------------
The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Company in and to the Uncertificated REMIC
I Regular Interests to the Trustee for the benefit of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificateholders and the Owner
of the Excess Spread. The Trustee acknowledges receipt of the
Uncertificated REMIC I Regular Interests and declares that it holds and
will hold the same in trust for the exclusive use and benefit of all
present and future Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificateholders and the Owner of the Excess
Spread. The rights of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-
11, Class A-12, Class A-13, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificateholders and the Owner of the
Excess Spread to receive distributions from the proceeds of REMIC II in
respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-
3 and Class R-II Certificates and the Excess Spread, and all ownership
interests of the Class A-1, Class A-2,
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Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-
9, Class A-10, Class A-11, Class A-12, Class A-13, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders and the Owner of the Excess Spread in such
distributions, shall be as set forth in this Agreement.
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC
-----------------------------------------------------
II.
--
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange
therefor, pursuant to the written request of the Company executed by an
officer of the Company, the Trustee has executed and caused to be
authenticated and delivered to or upon the order of the Company, the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates in authorized denominations which, together with the ownership
interest in the Excess Spread, evidence ownership of the entire REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
----------------------------------
(a) The Master Servicer shall service and administer the Mortgage
Loans in accordance with the terms of this Agreement and the respective
Mortgage Loans and shall have full power and authority, acting alone or
through Subservicers as provided in Section 3.02, to do any and all things
which it may deem necessary or desirable in connection with such servicing
and administration. Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a Subservicer is hereby
authorized and empowered by the Trustee when the Master Servicer or the
Subservicer, as the case may be, believes it appropriate in its best
judgment, to execute and deliver, on behalf of the Certificateholders, the
Owner of the Excess Spread and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release
or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage
Note in connection with the repurchase of a Mortgage Loan and all other
comparable instruments, or with respect to the modification or re-recording
of a Mortgage for the purpose of correcting the Mortgage, the subordination
of the lien of the Mortgage in favor of a public utility company or
government agency or unit with powers of eminent domain, the taking of a
deed in lieu of foreclosure, the completion of judicial or non-judicial
foreclosure, the conveyance of a Mortgaged Property to an Insurer, the
acquisition of any property acquired by foreclosure or deed in lieu of
foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties.
Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage
Loan that would both constitute a sale or exchange of such Mortgage Loan
within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with
a proposed conveyance or assumption of such Mortgage Loan that is treated
as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and
cause REMIC I or REMIC II to fail to qualify as such under the Code. The
Trustee shall furnish the Master Servicer with any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable
for any action taken by the Master Servicer or any Subservicer pursuant to
such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent
with this Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and
administering the Mortgage Loans, the Master Servicer and any Affiliate of
the Master Servicer (i) may perform services such as appraisals and
brokerage services that are not customarily provided by servicers of
mortgage loans, and shall be entitled to reasonable compensation therefor
in accordance with Section 3.10 and (ii) may, at its own discretion and on
behalf of the Trustee, obtain credit information in the form of a "credit
score" from a credit repository.
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(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
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amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which
would materially and adversely affect the interests of the
Certificateholders or the Owner of the Excess Spread.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee, the Certificateholders and the
Owner of the Excess Spread, shall use its best
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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
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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
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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
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Master Servicer shall first determine that
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any such waiver or extension will not impair the coverage of any related
Primary Insurance Policy or materially adversely affect the lien of the
related Mortgage. In the event of any such arrangement, the Master Servicer
shall make timely advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization schedule of such
Mortgage Loan without modification thereof by reason of such arrangements
unless otherwise agreed to by the Holders of the Classes of Certificates
affected thereby; provided, however, that no such extension shall be made
-------- -------
if any advance would be a Nonrecoverable Advance. Consistent with the
terms of this Agreement, the Master Servicer may also waive, modify or vary
any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders or the Owner of the Excess Spread
(taking into account any estimated Realized Loss that might be result
absent such action); provided, however, that the Master Servicer may not
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modify materially or permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that would change the
Mortgage Rate, forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Mortgage Loan or except in
connection with prepayments to the extent that such reamortization is not
inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in
default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable. In connection with any Curtailment of a Mortgage
Loan, the Master Servicer, to the extent not inconsistent with the terms of
the Mortgage Note and local law and practice, may permit the Mortgage Loan
to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance
thereof by the original Maturity Date based on the original Mortgage Rate;
provided, that such re-amortization shall not be permitted if it would
constitute a reissuance of the Mortgage Loan for federal income tax
purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited
on a daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received by
it in respect of the Mortgage Loans subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans and the
principal component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any,
and the interest component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
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(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.
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(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
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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;
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(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or
4.07) which represent (A) Late Collections of Monthly Payments for
which any such advance was made in the case of Subservicer Advances or
Advances pursuant to Section 4.04 and (B) recoveries of amounts in
respect of which such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in
excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage
Rate on the amount specified in the amortization schedule of the
related Mortgage Loan as the principal balance thereof at the
beginning of the period respecting which such interest was paid after
giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been 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
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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
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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
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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
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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).
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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
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and requirements shall both (a) constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code
(or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (b) cause either REMIC I or REMIC II to fail to qualify as
a REMIC under the Code or (subject to Section 10.01(f)), result in the
imposition of any tax on "prohibited transactions" or constitute
"contributions" after the start-up date under the REMIC Provisions. The
Master Servicer shall execute and deliver such documents only if it
reasonably determines that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or cause the unpaid
balance and interest on the Mortgage Loan to be uncollectible in whole or
in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing
of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the
terms of the Mortgage, (B) such transaction will not adversely affect the
coverage under any Required Insurance Policies, (C) the Mortgage Loan will
fully amortize
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over the remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be altered nor will
the term of the Mortgage Loan be changed and (E) if the seller/transferor
of the Mortgaged Property is to be released from liability on the Mortgage
Loan, such release will not (based on the Master Servicer's or
Subservicer's good faith determination) adversely affect the collectability
of the Mortgage Loan. Upon receipt of appropriate instructions from the
Master Servicer in accordance with the foregoing, the Trustee shall execute
any necessary instruments for such assumption or substitution of liability
as directed in writing by the Master Servicer. Upon the closing of the
transactions contemplated by such documents, the Master Servicer shall
cause the originals or true and correct copies of the assumption agreement,
the release (if any), or the modification or supplement to the Mortgage
Note or Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the
Master Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may
be, shall be entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting of an easement
thereon in favor of another Person, any alteration or demolition of the
related Mortgaged Property or other similar matters if it has determined,
exercising its good faith business judgment in the same manner as it would
if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that neither REMIC I nor REMIC II would fail
to continue to qualify as a REMIC under the Code as a result thereof and
(subject to Section 10.01(f)) that no tax on "prohibited transactions" or
"contributions" after the startup day would be imposed on either REMIC as a
result thereof. Any fee collected by the Master Servicer or the related
Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan,
provided the obligee with respect to such Mortgage Loan following such
proposed assignment provides the Trustee and Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form attached hereto
as Exhibit O, in form and substance satisfactory to the Trustee and Master
Servicer, providing the following: (i) that the Mortgage Loan is secured by
Mortgaged Property located in a jurisdiction in which an assignment in lieu
of satisfaction is required to preserve lien priority, minimize or avoid
mortgage recording taxes or otherwise comply with, or facilitate a
refinancing under, the laws of such jurisdiction; (ii) that the substance
of the assignment is, and is intended to be, a refinancing of such Mortgage
Loan and that the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws; (iii) that the Mortgage
Loan following the proposed assignment will have a rate of interest at
least 0.25 percent below or above the rate of interest on such Mortgage
Loan prior to such proposed assignment; and (iv) that such assignment is at
the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan,
the Master Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan and the
Master Servicer
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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 or charges will be recoverable to it
through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of withdrawals from
the Custodial Account pursuant to Section 3.10, whether or not such
expenses and charges are actually recoverable from related Liquidation
Proceeds, Insurance Proceeds or REO Proceeds). In the event of a
determination by the Master Servicer pursuant to this Section 3.14(a), the
Master Servicer shall be entitled to reimbursement of such amounts pursuant
to Section 3.10. Concurrently with the foregoing, the Master Servicer may
pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in
accordance with Sections 2.03 and 2.04. However, the Master Servicer is
not required to continue to pursue both foreclosure (or similar remedies)
with respect to the Mortgage Loans and remedies in connection with a breach
of a representation and warranty if the Master Servicer determines in its
reasonable discretion that one such remedy is more likely to result in a
greater recovery as to the Mortgage Loan. Upon the occurrence of a Cash
Liquidation or REO Disposition, following the deposit in the Custodial
Account of all Insurance Proceeds, Liquidation Proceeds and other payments
and recoveries referred to in the definition of "Cash Liquidation" or "REO
Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or
any Custodian, as the case may be, shall release to the Master Servicer the
related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master
Servicer or its designee, as the case may be, the related Mortgage Loan,
and thereafter such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of this Agreement, in
the Master Servicer's sole discretion with respect to any defaulted
Mortgage Loan or REO Property as to either of the following provisions, (i)
a Cash Liquidation or REO Disposition may be deemed to have occurred if
substantially all amounts expected by the Master Servicer to be received in
connection with the
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related defaulted Mortgage Loan or REO Property have been received, and
(ii) for purposes of determining the amount of any Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or any other unscheduled collections or
the amount of any Realized Loss, the Master Servicer may take into account
minimal amounts of additional receipts expected to be received or any
estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
REMIC I as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Trustee
or to its nominee on behalf of Certificateholders and the Owner of the
Excess Spread. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in REMIC I until such time as the REO Property shall be
sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that
the indebtedness evidenced by the related Mortgage Note shall have been
discharged, such Mortgage Note and the related amortization schedule in
effect at the time of any such acquisition of title (after giving effect to
any previous Curtailments and before any adjustment thereto by reason of
any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period) remain in effect.
(c) In the event that REMIC I acquires any REO Property as aforesaid
or otherwise in connection with a default or imminent default on a Mortgage
Loan, the Master Servicer on behalf of REMIC I shall dispose of such REO
Property within two years after its acquisition by REMIC I for purposes of
Section 860G(a)(8) of the Code or, at the expense of REMIC I, request, more
than 60 days before the day on which the two-year grace period would
otherwise expire, an extension of the two-year grace period unless the
Master Servicer (subject to Section 10.01(f)) obtains for the Trustee an
Opinion of Counsel, addressed to the Trustee and the Master Servicer, to
the effect that the holding by REMIC I of such REO Property subsequent to
such two-year period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause
REMIC I to fail to qualify as a REMIC at any time that any Uncertificated
REMIC I Regular Interests are outstanding, in which case REMIC I may
continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any
other provision of this Agreement, no REO Property acquired by REMIC I
shall be rented (or allowed to continue to be rented) or otherwise used by
or on behalf of REMIC I in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or (ii)
subject REMIC I to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has agreed to
indemnify and hold harmless REMIC I with respect to the imposition of any
such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement,
as well as any
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recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or the related
Subservicer in accordance with Section 3.10(a)(ii); second, to the
Certificateholders and the Owner of the Excess Spread to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate to the Due Date prior to the
Distribution Date on which such amounts are to be distributed; third, to
the Certificateholders as a recovery of principal on the Mortgage Loan (or
REO Property)(provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent
recovery shall be distributed to the persons who were the Holders of such
Class of Certificates when it was retired); fourth, to all Servicing Fees
and Subservicing Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with respect to such
fees which result from the foregoing allocation); and fifth, to Foreclosure
Profits.
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
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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.
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(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
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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, the Trustee and
Financial Security on or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after the Cut-off Date, an
Officers' Certificate stating, as to each signer thereof, that (i) a review
of the activities of the Master Servicer during the preceding calendar year
related to its servicing of mortgage loans and its performance under
pooling and servicing agreements, including this Agreement, has been made
under such officers' supervision, (ii) to the best of such officers'
knowledge, based on such review, the Master Servicer has complied in all
material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations relating to this Agreement in all material
respects throughout such year, or, if there has been material noncompliance
with such
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servicing standards or a default in the fulfillment in all material
respects of any such obligation relating to this Agreement, such statement
shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and
status thereof and (iii) to the best of such officers' knowledge, each
Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under
its Subservicing Agreement in all material respects throughout such year,
or, if there has been material noncompliance with such servicing standards
or a material default in the fulfillment of such obligations relating to
this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to
such officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing
------------------------------------------------
Report.
------
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer
at its expense shall cause a firm of independent public accountants, which
shall be members of the American Institute of Certified Public Accountants,
to furnish a report to the Company, the Trustee and Financial Security
stating its opinion that, on the basis of an examination conducted by such
firm substantially in accordance with standards established by the American
Institute of Certified Public Accountants, the assertions made pursuant to
Section 3.18 regarding compliance with the minimum servicing standards set
forth in the Uniform Single Attestation Program for Mortgage Bankers during
the preceding calendar year are fairly stated in all material respects,
subject to such exceptions and other qualifications that, in the opinion of
such firm, such accounting standards require it to report. In rendering
such statement, such firm may rely, as to matters relating to the direct
servicing of mortgage loans by Subservicers, upon comparable statements for
examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of
Certified Public Accountants (rendered within one year of such statement)
with respect to such Subservicers.
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
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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.
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(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall
cause the Subservicing Agreement to require that upon receipt from the
Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan,
the Subservicer will withdraw from the Buydown Account the predetermined
amount that, when added to the amount due on such date from the Mortgagor,
equals the full Monthly Payment and transmit that amount in accordance with
the terms of the Subservicing Agreement to the Master Servicer together
with the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan
in its entirety during the period (the "Buydown Period") when Buydown Funds
are required to be applied to such Buydown Mortgage Loan, the Subservicer
shall be required to withdraw from the Buydown Account and remit any
Buydown Funds remaining in the Buydown Account in accordance with the
related buydown agreement. The amount of Buydown Funds which may be
remitted in accordance with the related buydown agreement may reduce the
amount required to be paid by the Mortgagor to fully prepay the related
Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on
such Mortgage Loan during the Buydown Period and the property securing such
Buydown Mortgage Loan is sold in the liquidation thereof (either by the
Master Servicer or the insurer under any related Primary Insurance Policy),
the Subservicer shall be required to withdraw from the Buydown Account the
Buydown Funds for such Buydown Mortgage Loan still held in the Buydown
Account and remit the same to the Master Servicer in accordance with the
terms of the Subservicing Agreement for deposit in the Custodial Account
or, if instructed by the Master Servicer, pay to the insurer under any
related Primary Insurance Policy if the Mortgaged Property is transferred
to such insurer and such insurer pays all of the loss incurred in respect
of such default. Any amount so remitted pursuant to the preceding sentence
will be deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
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(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time
on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any
amount required to be deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount required to be paid
pursuant to Section 9.01 and (v) all other amounts constituting the
Available Distribution Amount for the immediately succeeding Distribution
Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the
Certificateholders and the Owner of the Excess Spread, which shall mature
not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in
the institution with which the Certificate Account is maintained may mature
on such Distribution Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on such Distribution
Date to the Certificate Account in the amount payable on such investment on
such Distribution Date, pending receipt thereof to the extent necessary to
make distributions on the Certificates) and shall not be sold or disposed
of prior to maturity. Subject to Section 3.16(e), all income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any such investments shall
be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized without any right of reimbursement.
Section 4.02. Distributions.
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(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute
to the Owner of the Excess Spread, a distribution thereof pursuant to
Section 4.02(a)(i), to the Master Servicer, in the case of a distribution
pursuant to Section 4.02(a)(iii), the amount required to be distributed to
the Master Servicer or a Subservicer pursuant to Section 4.02(a)(iii), to
Financial Security, the Insurance Premium for such Distribution Date, and
to each Certificateholder of record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution)
either in immediately available funds (by wire transfer or otherwise) to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so notified
the Master Servicer or the Paying Agent, as the case may be, or,
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if such Certificateholder has not so notified the Master Servicer or the
Paying Agent by the Record Date, by check mailed to such Certificateholder
at the address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each case to the extent
of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class
A-13 Certificateholders), Class R Certificateholders, Financial
Security and the Owner of the Excess Spread, on a pro rata basis based
on Accrued Certificate Interest payable on such Certificates, the
amount of the Insurance Premium and the amount of Excess Spread with
respect to such Distribution Date, Accrued Certificate Interest on
such Classes of Certificates, the Insurance Premium and such Excess
Spread, as applicable, for such Distribution Date, plus any Accrued
Certificate Interest thereon, Insurance Premium or Excess Spread
remaining unpaid from any previous Distribution Date except as
provided in the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-13 Certificateholders, the Class
A-13 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than
Class A-13 Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii) through (iv)
and Section 4.02(c) through (g), the sum of the following (applied to
reduce the Certificate Principal Balances of such Class A Certificates
or Class R Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times
the sum of the following:
(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a
Discount Mortgage Loan), whether or not received on or
prior to the related Determination Date, minus the
principal portion of any Debt Service Reduction (other than
the related Discount Fraction of the principal portion of
such Debt Service Reductions with respect to each Discount
Mortgage Loan) which together with other Bankruptcy Losses
exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed
to have been so repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during the
related
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Prepayment Period (other than the related Discount Fraction
of such Stated Principal Balance or shortfall with respect
to a Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan described
in Section 4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b))
to the extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant to
Section 3.14 (other than the related Discount Fraction of
the principal portion of such unscheduled, collections,
with respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred during such
period in accordance with Section 3.07(b)) and did not result in
any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to
the lesser of (a) the Adjusted Senior Percentage for such
Distribution Date times the Stated Principal Balance of such
Mortgage Loan (other than the related Discount Fraction of such
Stated Principal Balance, with respect to a Discount Mortgage
Loan) and (b) the Adjusted Senior Accelerated Distribution
Percentage for such Distribution Date times the related
unscheduled collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the extent
applied by the Master Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14 (in each case
other than the portion of such unscheduled collections, with
respect to a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Adjusted Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all Principal
Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments, with
respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date;
(E) the Class A-5 Certificates' pro rata share, based on
the aggregate Certificate Principal Balance thereof relative to
the aggregate of the Certificate Principal Balance of the Class
A-5, Class M and Class B Certificates, of the unscheduled
collections and prepayments referred to in clauses (B) and (C)
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above, to the extent such receipts are not payable to the Senior
Certificates (other than the Class A-5 Certificates or the Class
A-13 Certificates);
(F) any amounts described in subsection (ii)(Y), clauses
(A), (B), (C) and (E) of this Section 4.02(a), as determined for
any previous Distribution Date, which remain unpaid after
application of amounts previously distributed pursuant to this
clause (F) to the extent that such amounts are not attributable
to Realized Losses which have been allocated to the Class M
Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero,
to the Master Servicer or a Subservicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property, minus any such Advances that were made
with respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-13 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the amounts available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount for
such Class of Certificates for such Distribution Date, minus (y) the
amount of any Class A-13 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;
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(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-13 Collection Shortfalls 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-13 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-13 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-13 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
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Distribution Date minus (y) the amount of any Class A-13 Collection
Shortfalls for such Distribution Date or remaining unpaid for all
previous Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to Financial Security, as subrogee of the Insured
Certificateholders, to reimburse Financial Security for claims paid
under the FSA Policy, to the extent of Cumulative Insurance Payments
on the Insured Certificates;
(xvii) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Class A and Class R Certificates, and
thereafter, to each Class of Class M Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
A Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class M
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
M Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in
no event more than the outstanding Certificate Principal Balance of
each such Class of Class B Certificates; and
(xviii) to the Class R Certificateholders, the balance, if
any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Class B Certificates outstanding on such Distribution Date
with the highest numerical designation, or in the event the Class B
Certificates are no longer outstanding, the Class of Class M Certificates
then outstanding with the highest numerical designation, or in the event
the Class B Certificates and Class M Certificates are no longer
outstanding, the Class A and Class R Certificates, Accrued Certificate
Interest thereon remaining unpaid and Excess Spread remaining unpaid from
any previous Distribution Date will be distributable only to the extent
that such unpaid Accrued Certificate Interest or Excess Spread was
attributable to interest shortfalls relating to Nonrecoverable Advances as
determined by the Master Servicer with respect to the related Mortgage Loan
where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition.
(b) Distributions of principal on the Class A Certificates (other than
the Class A-2 Certificates, and Class A-11 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:
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(i) first, to the Class A-13 Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an amount
(the "Class A-13 Principal Distribution Amount") equal to the
aggregate of:
(A) the related Discount Fraction of the principal portion
of each Monthly Payment on each Discount Mortgage Loan due
during the related Due Period, whether or not received on or
prior to the related Determination Date, minus the Discount
Fraction of the principal portion of any related Debt Service
Reduction which together with other Bankruptcy Losses exceeds
the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion
of all unscheduled collections on each Discount Mortgage Loan
received during the preceding calendar month (other than amounts
received in connection with a Cash Liquidation or REO
Disposition of a Discount Mortgage Loan described in clause (C)
below), including Principal Prepayments in Full, Curtailments
and repurchases (including deemed repurchases under Section
3.07(b)) of Discount Mortgage Loans (or, in the case of a
substitution of a Deleted Mortgage Loan, the Discount Fraction
of the amount of any shortfall deposited in the Custodial
Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result in
any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to
the lesser of (1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the aggregate amount of
the collections on such Mortgage Loan to the extent applied as
recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through
(C) above) that remain undistributed; and
(E) the amount of any Class A-13 Collection Shortfalls for
such Distribution Date and the amount of any Class A-13
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the Eligible Funds
for such Distribution Date;
(ii) an amount equal to the sum of (A) the Class A-5
Certificates' pro rata share, based on the aggregate Certificate
Principal Balance thereof relative to the Certificate Principal
Balance of all other classes of Senior Certificates (other than the
Class A-13 Certificates), of the aggregate of the amounts set forth in
clauses 4.02(a)(ii)(Y)(A), (D) and (F) and (B) the amount described in
clause 4.02(a)(ii)(Y)(E) shall be distributed to the Class A-5
Certificates on a pro rata basis in proportion to their respective
Certificate Principal Balances in reduction of the Certificate
Principal Balances thereof; PROVIDED that
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if the aggregate of the amounts set forth in clauses 4.02(a)(ii)(Y)(A)
through (F) is more than the balance of the Available Distribution
Amount remaining after the Senior Interest Distribution Amount, the
Class A-13 Principal Distribution Amount and the Insurance Premium
have been distributed, the amount paid to the Class A-5 Certificates
pursuant to this clause 4.02(b)(ii) shall be reduced by an amount
equal to the Class A-5 Certificates' pro rata share of such difference
based on the aggregate Certificate Principal Balance thereof relative
to the Certificate Principal Balance of all other classes of Senior
Certificates (other than the Class A-13 Certificates),;
(iii) the balance of the Senior Principal Distribution
Amount, if any, remaining after the distributions described in clause
4.02(b)(ii) above shall be distributed concurrently to the Class R-I
Certificates and the Class R-II Certificates, with such amount to be
allocated on a pro rata basis in proportion to their respective
Certificate Principal Balance until the Certificate Principal Balance
thereof has been reduced to zero;
(iv) the balance, if any, of the Senior Principal
Distribution Amount remaining after the distributions described in
clauses 4.02(b)(ii) and 4.02(b)(iii) above shall be distributed as
follows:
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(A) first, concurrently as follows:
(I) 42.8571425541% of the amount referred to in this
clause (iv) to the Class A-1 Certificates until the
Certificate Principal Balance of the Class A-1 Certificates
has been reduced to zero; and
(II) 57.1428574459% of the amount referred to in this
clause (iv) in the following order:
(a) to the Class A-6 Certificates until the
Certificate Principal Balance of the Class A-6
Certificates has been reduced to zero; and
(b) to the Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10
Certificates and Class A-12 Certificates as follows:
(1) 31.4233570379% to the Class A-7
Certificates until the Certificate Principal
Balance of the Class A-7 Certificates has been
reduced to zero; and
(2) 68.5766429621% in the following order:
first, to the Class A-8 Certificates, second,
concurrently to the Class A-9 Certificates and the
Class A-12 Certificates, on a pro rata basis and
third, to the Class A-10 Certificates, in each
case until the Certificate Principal Balance
thereof has been reduced to zero;
(B) second, to the Class A-3 Certificates until the
Certificate Principal Balance of the Class A-3 Certificates has
been reduced to $4,542,069; and
(C) third, concurrently to the Class A-3 Certificates and
Class A-4 Certificates on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to
zero.
(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 Senior Certificates (other than the Class A-13
Certificates) will be disregarded and an amount equal to the Discount
Fraction of the principal portion of scheduled or unscheduled payments
received or advanced in respect of Discount Mortgage Loans will be
distributed to the Class A-13 Certificates, and the Senior Principal
Distribution Amount will be distributed to the remaining Senior
Certificates pro rata in accordance with their respective outstanding
Certificate Principal Balances and the amount set forth in Section 4.02
(a)(i) herein will be distributed as set forth therein.
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(d) After reduction of the Certificate Principal Balances of the
Senior Certificates (other than the Class A-5 Certificates and Class A-13
Certificates) to zero but prior to the occurrence of the Credit Support
Depletion Date, the Available Distribution Amount will be paid solely to
the holders of the Class A-5, Class A-13, Variable Strip, Class M and Class
B Certificates and the owner of the Excess Spread, provided that the
aggregate amount of all full and partial Principal Prepayments made by the
respective Mortgagors (other than the related Discount Fraction of such
Principal Prepayments, with respect to each Discount Mortgage Loan) during
the preceding calendar month will be distributed as follows: (i) on any
Distribution Date prior to the Distribution Date occurring in September
1999 on which the Prepayment Allocation Test is met, the Class M
Certificates and Class B Certificates in the aggregate will receive 50% of
their pro rata share of such Principal Prepayments and the Class A-5
Certificates will receive the remainder of such Principal Prepayments, (ii)
on any Distribution Date occurring on or after the Distribution Date in
September 1999 but prior to the Distribution Date in September 2005 on
which the Prepayment Allocation Test is met, such Principal Prepayments
will be distributed on a pro rata basis between the Class A-5 Certificates
and the Class M Certificates and Class B Certificates, collectively, and
(iii) on any Distribution Date occurring prior to the Distribution Date
occurring in September 2005 on which the Prepayment Allocation Test is not
met, all Principal Prepayments will be distributed to the Holders of the
Class A-5 Certificates.
(e) After reduction of the Certificate Principal Balances of the
Senior Certificates (other than the Class A-13 Certificates) to zero but
prior to the Credit Support Depletion Date, the Senior Certificates (other
than the Class A-13 Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-13, Class M and Class B
Certificates and the owner of the Excess Spread.
(f) In addition to the foregoing distributions on the Insured
Certificates, the Master Servicer on behalf of the Trustee or the Paying
Agent appointed by the Trustee shall distribute on each Distribution Date
the amount, if any, paid under the Policy and transferred to the
Certificate Account with respect to such Distribution Date pursuant to
Section 11.02(b).
(g) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an
REO Disposition that resulted in a Realized Loss, in the event that within
two years of the date on which such Realized Loss was determined to have
occurred the Master Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in respect of
the representations and warranties made by the related Seller pursuant to
the applicable Seller's Agreement), the Master Servicer shall distribute
such amounts to the applicable Certificateholders of the Class or Classes
to which such Realized Loss was allocated (or to Financial Security, as
subrogee for such Certificateholders, to the extent Financial Security made
an FSA Insurance Payment in respect of such Realized Loss) or to the Owner
of the Excess 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
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that would result in total distributions in respect of Excess Spread or on
the Certificates of any such Class in excess of the total amounts of
principal and interest that would have been distributable thereon if such
Cash Liquidation or REO Disposition had occurred but had resulted in a
Realized Loss equal to zero. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Excess Spread or the
Certificates of any Class to the extent that either (i) such Excess Spread
or Class was protected against the related Realized Loss pursuant to any
instrument or fund established under Section 12.01(e) or (ii) such Excess
Spread or Class of Certificates has been deposited into a separate trust
fund or other structuring vehicle and separate certificates or other
instruments representing interests therein have been issued in one or more
classes, and any of such separate certificates or other instruments was
protected against the related Realized Loss pursuant to any limited
guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed with respect to the Certificates
of any Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution, on a pro rata basis based on the Percentage
Interest represented by each Certificate of such Class as of such Record
Date. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries
with respect to Mortgage Loans that are no longer assets of the Trust Fund.
(h) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or
the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(i) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of such
final distribution, notify the Trustee and the Trustee shall, no later than
two (2) Business Days after such Determination Date, mail on such date to
each Holder of such Class of Certificates a notice to the effect that: (i)
the Trustee anticipates that the final distribution with respect to such
Class of Certificates will be made on such Distribution Date but only upon
presentation and surrender of such Certificates at the office of the
Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the prior calendar
month. In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
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Section 4.03. Statements to Certificateholders and the Owner of the
-----------------------------------------------------
Excess Spread.
-------------
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer
shall forward to the Trustee and the Trustee shall forward by mail to each
Holder, the Owner of the Excess Spread, Financial Security and the Company
a statement setting forth the following information as to the Excess Spread
and each Class of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates allocable to interest and to the Owner of the
Excess Spread;
(iii) if the distribution to the Holders of such Class of
Certificates or such Owner is less than the full amount that would be
distributable to such Holders or Owner if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal on
such Distribution Date;
(vi) the Guaranteed Distribution for such Distribution Date,
and the respective portions thereof allocable to principal and
interest for each Class of Insured Certificates;
(vii) the amount of any FSA Insurance Payment made on such
Distribution Date, the amount of any reimbursement payment made to
Financial Security on such Distribution Date pursuant to Sections
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after
giving effect to any such FSA Insurance Payment or any such
reimbursement payment to Financial Security;
(viii) the aggregate Certificate Principal Balance of each
Class of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(ix) the related Subordinate Principal Distribution Amount
and Prepayment Distribution Percentage, if applicable;
(x) on the basis of the most recent reports furnished to it
by Subservicers, the number and aggregate principal balances of
Mortgage Loans that are
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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;
(xi) the number, aggregate principal balance and book value
of any REO Properties;
(xii) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xiii) the Pass-Through Rates on the Class A-1 Certificates
and Class A-2 Certificates for such Distribution Date, separately
identifying LIBOR for such Distribution Date;
(xiv) 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;
(xv) the weighted average Spread Rate for such Distribution
Date and the Pass-Through Rate on any Class of Variable Strip
Certificates;
(xvi) the occurrence of the Credit Support Depletion Date
and the Accretion Termination Date;
(xvii) the Adjusted Senior Accelerated Distribution
Percentage applicable to such distribution;
(xviii) the Adjusted Senior Percentage for such
Distribution Date;
(xix) the aggregate amount of Realized Losses for such
Distribution Date;
(xx) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xxi) the weighted average remaining term to maturity of
the Mortgage Loans after giving effect to the amounts distributed on
such Distribution Date;
(xxii) the weighted average Mortgage Rates of the Mortgage
Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xxiii) the occurrence of the Senior Principal Adjustment
Date.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate
with a $1,000 denomination. In addition to the statement provided to the
Trustee as set forth in this Section 4.03(a), the Master Servicer shall
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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, Financial Security, any Paying Agent and the
Company (the information in such statement to be made available to
Certificateholders and the Owner of the Excess Spread by the Master
Servicer on request) setting forth (i) the Available Distribution Amount;
(ii) the amounts required to be withdrawn from the Custodial Account and
the Insured Reserve Fund and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a); (iii) the amount of the Insurance Premium; and
(iv) the amount of Cumulative Insurance Payments as of such Determination
Date. The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon the
same without any independent check or verification.
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(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
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Servicer under this Agreement in accordance with Section 7.01 and (b)
assume the rights and obligations of the Master Servicer hereunder,
including the obligation to deposit in the Certificate Account an amount
equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
-----------------------------
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition
that occurred during the related Prepayment Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as
follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-
2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; third, to the Class B-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fourth, to the Class M-
3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fifth, to the Class M-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-1
Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if such Realized Losses are on a Discount
Mortgage Loan, to the Class A-13 Certificates, in an amount equal to the
Discount Fraction of the principal portion thereof, and the remainder of
such Realized Losses and the entire amount of such Realized Losses on Non-
Discount Mortgage Loans among all the Class A Certificates (other than the
Class A-13 Certificates), Class R Certificates and, in respect of the
interest portion of such Realized Losses, the Excess Spread, on a pro rata
basis, as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on Non-
Discount Mortgage Loans will be allocated among the Class A (other than the
Class A-13 Certificates), Class M, Class B and Class R Certificates, and,
in respect of the interest portion of such Realized Losses, the Excess
Spread, on a pro rata basis, as described below. The principal portion of
such losses on Discount Mortgage Loans will be allocated to the Class A-13
Certificates in an amount equal to the related Discount Fraction thereof,
and the remainder of such losses on Discount Mortgage Loans will be
allocated among the Class A Certificates (other than the Class A-13
Certificates), Class M, Class B and Class R Certificates on a pro rata
basis, as described below.
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
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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, the Trustee or the Trust Fund which shall succeed to all
the Trustee's right, title and interest in and to such Mortgage Loan, and
all security and documents relative thereto. Such assignment shall be an
assignment outright and not for security. The Master Servicer will
thereupon own such Mortgage, and all such security and documents, free of
any further obligation to the Trustee or the Certificateholders with
respect thereto. Notwithstanding anything to the contrary in this Section
4.07, the Master Servicer shall continue to service any such Mortgage Loan
after the date of such purchase in accordance with the terms of this
Agreement and, if any Realized Loss with respect to such Mortgage Loan
occurs, allocate such Realized Loss to the Class or Classes of Certificates
that would have borne such Realized Loss in accordance with the terms
hereof as if such Mortgage Loan had not been so purchased. For purposes of
this Agreement, a payment of
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the Purchase Price by the Master Servicer pursuant to this Section 4.07
will be viewed as an advance, and the amount of any Realized Loss shall be
recoverable pursuant to the provisions for the recovery of unreimbursed
Advances under Section 4.02(a) or, to the extent not recoverable under such
provisions, as a Nonrecoverable Advance as set forth herein.
Section 4.08. Distributions on the Uncertificated REMIC I and REMIC
II Regular Interests.
------------------------------------------------------
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC I Regular
Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts
in the following order of priority to the extent of the Available
Distribution Amount reduced by distributions made to the Class R-I
Certificates pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC
I Regular Interests for such Distribution Date, plus any
Uncertificated Accrued Interest thereon remaining unpaid from any
previous Distribution Date; and
(ii) In accordance with the priority set forth in Section
4.08(b), an amount equal to the sum of the amounts in respect of
principal distributable on the Class A-1, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-
12, Class A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificates under Section 4.02(a), as
allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest U, (ii)
Uncertificated REMIC I Regular Interest V, (iii) Uncertificated REMIC I
Regular Interest W, (iv) Uncertificated REMIC I Regular Interest X and (v)
Uncertificated REMIC I Regular Interest Y with the amount to be distributed
allocated among such interests in accordance with the priority assigned to
the (i) Class A-1 Certificates, (ii) Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10 and Class A-12 Certificates, (iii) Class A-3 Certificates
(iv) Class A-4, Class A-5, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates and (v) Class A-13
Certificates, respectively, under Section 4.02(b) until the Uncertificated
Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned
to the REMIC II Certificates relative to that assigned to the REMIC I
Certificates under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I
Regular Interest U Distribution Amount, Uncertificated REMIC I Regular
Interest V Distribution Amount, Uncertificated REMIC I Regular Interest W
Distribution Amount, Uncertificated REMIC I Regular Interest X Distribution
Amount, Uncertificated REMIC I Regular Interest Y Distribution Amount and
Uncertificated REMIC I Regular Interest Z Distribution Amount, Realized
Losses
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allocated to the Class A-1 and Class A-2 Certificates under Section 4.05
shall be deemed allocated to Uncertificated REMIC I Regular Interest U;
Realized Losses allocated to the Class A-6, Class A-7, Class A-8, Class A-
9, Class A-10 and Class A-12 Certificates, under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest V; Realized
Losses allocated to the Class A-3 and Class A-11 Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest
W; Realized Losses allocated to the Class A-4, Class A-5, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates
under Section 4.05 shall be deemed allocated to Uncertificated REMIC I
Regular Interest X; Realized Losses allocated to the Class A-13
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest Y; and Realized Losses allocated to the Excess
Spread under Section 4.05 shall be deemed allocated to the Uncertificated
REMIC I Regular Interest Z.
(e) On each Distribution Date the Trustee shall be deemed to
distribute from REMIC II, in the priority set forth in Sections 4.02(a) and
(b), to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-
6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-
3 and Class R-II Certificates and to the Owner of the Excess Spread the
amounts distributable thereon, from the Uncertificated REMIC I Regular
Interest Distribution Amounts deemed to have been received by REMIC II from
REMIC I under this Section 4.08.
(f) Notwithstanding the deemed distributions on the
Uncertificated REMIC I Regular Interests and to the Owner of the Excess
Spread described in this Section 4.08, distributions of funds from the
Certificate Account shall be made only in accordance with Section 4.02.
Section 4.09. Insured Reserve Fund.
--------------------
No later than the Closing Date, the Trustee will establish and
maintain with itself a segregated trust account that is an Eligible
Accounts, which shall be titled "Insured Reserve Fund, The First National
Bank of Chicago, as trustee for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1996-S18, Class A-7, Class A-9 and Class A-10." On the Closing
Date, Donaldson, Lufkin & Jenrette Securities Corporation (the
"Underwriter") shall deposit with the Trustee, and the Trustee shall
deposit into the Insured Reserve Fund, cash in an amount equal to $25,000.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Insured Reserve
Fund for deposit into the Certificate Account, and to pay to the holders of
the Insured Certificates pursuant to Section 4.02(a)(i) to cover the amount
of Prepayment Interest Shortfalls otherwise allocable thereto under this
Agreement, in proportion to the amount of Prepayment Interest Shortfalls
(to the extent not offset by the Master Servicer pursuant to Section 4.04
hereof) allocated to the Insured Certificates, and to the extent of funds
on deposit in the Insured Reserve Fund (the amount of such withdrawal for
any Distribution Date, the "Insured Reserve Withdrawal").
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For federal income tax purposes, the Underwriter shall be the
owner of the Insured Reserve Fund and shall report all items of income,
deduction, gain or loss arising therefrom. Notwithstanding anything herein
to the contrary, the Insured Reserve Fund shall not be an asset of the
REMIC. The Insured Reserve Fund shall be invested in Permitted Investments
at the direction of the Underwriter. All income and gain realized from
investment of funds deposited in the Insured Reserve Fund shall be for the
sole and exclusive benefit of the Underwriter and shall be remitted by the
Trustee to the Underwriter semi-annually on the first Business Day of the
month following such Distribution Date. The balance, if any, remaining in
the Insured Reserve Fund on the Distribution Date on which the Certificate
Principal Balance of the Insured Certificates is reduced to zero will be
distributed by the Trustee to the Underwriter. To the extent that the
Insured Reserve Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of the
REMIC, (2) it shall be owned by the Underwriter and (3) amounts transferred
by the REMIC to the Insured Reserve Fund shall be treated as transferred to
the Underwriter or any successor, all within the meaning of Section 1.860G-
2(h) of the Treasury Regulations. The Insured Reserve Fund may not be
owned by more than one Person.
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ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
----------------
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A,
B, C and D and shall, on original issue, be executed and delivered by the
Trustee to the Certificate Registrar for authentication and delivery to or
upon the order of the Company and in the case of any Certificates issued on
the Closing Date, upon receipt by the Trustee or one or more Custodians of
the documents specified in Section 2.01. The Class A-1, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-8, Class A-12 and Class A-13
Certificates shall be issuable in minimum dollar denominations of $25,000
and integral multiples of $1 (in the case of the Class A-13 Certificates
and the Class M-1 certificates, $1,000) in excess thereof, the Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates shall be
issuable in minimum dollar denominations of $250 ,000 and integral
multiples of $1,000 in excess thereof), the Class A-7, Class A-9 and Class
A-10 Certificates shall be issuable in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof, except that one Certificate
of each of the Class A-13, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates may be issued in a denomination equal
to the denomination set forth as follows for such Class or the sum of such
denomination and an integral multiple of $1,000:
Class A-13 $ 25,855.16
Class M-1 $ 25,600.00
Class M-2 $250,200.00
Class M-3 $250,100.00
Class B-1 $250,900.00
Class B-2 $280,400.00
Class B-3 $250,615.33
The Class R-I, Class R-II, Class A-2, Class A-11 and Variable
Strip Certificates shall be issuable in minimum denominations of not less
than a 20% Percentage Interest; provided, however, that one Class R-I
-------- -------
Certificate and one Class R-II Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than
0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee. Certificates
bearing the manual or facsimile signatures of individuals who were at any
time the proper officers of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Certificate
or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless there appears on such Certificate a
certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such
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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-2, Class A-
11, Class A-13 and Variable Strip Certificates, shall initially be issued
as one or more Certificates registered in the name of the Depository or its
nominee and, except as provided below, registration of such Certificates
may not be transferred by the Trustee except to another Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. The Certificateholders shall hold their
respective Ownership Interests in and to each of the Class A Certificates,
other than the Class A-2, Class A-11 Certificates, Class A-13 and Variable
Strip Certificates, through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-
Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing
such Certificate Owner. Each Depository Participant shall transfer the
Ownership Interests only in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all
purposes (including the making of payments due on the respective Classes of
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the respective
Classes of Book-Entry Certificates for the purposes of exercising the
rights of Certificateholders hereunder. The rights of Certificate Owners
with respect to the respective Classes of Book-Entry Certificates shall be
limited to those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms representing
such Certificate Owners. Multiple requests and directions from, and votes
of, the Depository as Holder of any Class of Book-Entry Certificates with
respect to any particular matter shall not be deemed inconsistent if they
are made with respect to different Certificate Owners. The Trustee may
establish a reasonable record date in connection with solicitations of
consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge 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
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and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) From time to time the Company, with the written consent of
the Owner of the Excess Spread, may cause an additional Class of Class A
Certificates which are Variable Strip Certificates to be issued under this
Agreement, which shall bear a numerical designation immediately
sequentially following the highest numerical designation of Class A
Certificates previously issued and which on and after the date of issuance
of such Class of Variable Strip Certificates will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified by the
Company. The Variable Strip Certificates shall be substantially in the
forms set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication
and delivery to or upon the order of the Company in accordance with Section
5.01(a).
Section 5.02. Registration of Transfer and Exchange of Certificates
and Restrictions on Transfer of Excess Spread.
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(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.
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(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;
provided that such Opinion of Counsel will not be required in connection
with the initial transfer of any such Certificate by the Company or any
Affiliate thereof to an Affiliate of the Company 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; provided,
however, that such representation letters will not be required in
connection with any transfer of any such Certificate by the Company or any
Affiliate thereof to an Affiliate of the Company, and the Trustee shall be
entitled to conclusively rely upon representation from the Company, in
writing, of the status of such transferee as an Affiliate of the Company
and that each such Affiliate is deemed to have made the representation set
forth in Exhibit K and Exhibit J, or (ii) the prospective transferee of
such a Certificate shall be required to provide the Trustee, the Company
and the Master Servicer with an investment letter substantially in the form
of Exhibit L attached hereto (or such other form as the Company in its sole
discretion deems acceptable), which investment letter shall not be an
expense of the Trustee, the Company or the Master Servicer, and which
investment letter states that, among other things, such transferee (A) is a
"qualified institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as
defined under Rule 144A, and (B) is aware that the proposed transferor
intends to rely on the exemption from registration requirements under the
Securities Act of 1933, as amended, provided by Rule 144A. The Holder of
any such Certificate desiring to effect any such transfer, sale, pledge or
other disposition shall, and does hereby agree to, indemnify the Trustee,
the Company, the Master Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with such federal
and state laws.
(e) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (i) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer
to the effect that the purchase or holding of such Class M, Class B or
Class R Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under Section
406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), and will not subject the Trustee, the Company or
the Master Servicer to any obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the
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Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master
Servicer or (ii) the prospective transferee shall be required to provide
the Trustee, the Company and the Master Servicer with a certification to
the effect set forth in paragraph six of Exhibit J (with respect to any
Class M Certificate or any Class B Certificate) or with a certification to
the effect set forth in paragraph five of Exhibit I-1 (with respect to any
Class R Certificate), which the Trustee may rely upon without further
inquiry or investigation, or such other certifications as the Trustee may
deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code, or any Person (including an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition; provided,
however that such opinion or certification will not be required in
connection with the initial transfer of any such Certificate by the Company
or any Affiliate thereof to an Affiliate of the Company (in which case, the
Company or any Affiliate thereof shall have deemed to have represented that
such Affiliate is not a Plan or a Person investing "plan assets" of any
Plan) and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written
representation) from the Company of the status of such transferee as an
Affiliate of the Company.
(f) (i) Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as
a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to
the Master Servicer, representing and warranting, among other things,
that it is a Permitted Transferee, that it is not acquiring its
Ownership Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for any Person
who is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed the provisions
of this Section 5.02(f) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit I-2, from the
Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer, representing and
warranting,
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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(f) or for making any payments due on such
Certificate to the holder thereof or for taking any other action with
respect to such holder under the provisions of this Agreement.
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(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer shall
have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to
a purchaser selected by the Master Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of
the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will
be remitted by the Master Servicer to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Master
Servicer, and the Master Servicer shall not be liable to any
Person having an Ownership Interest in a Class R Certificate as a
result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who is
a Disqualified Organization, including the information regarding
"excess inclusions" of such Class R Certificates required to be
provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-
2(a)(5), and (B) as a result of any regulated investment company, real
estate investment trust, common trust fund, partnership, trust, estate
or organization described in Section 1381 of the Code that holds an
Ownership Interest in a Class R Certificate having as among its record
holders at any time any Person who is a Disqualified Organization.
Reasonable compensation for providing such information may be required
by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current ratings, if any, of any Class of 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,
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addition to or absence of such provisions will not cause either
REMIC I or REMIC II to cease to qualify as a REMIC and will not
cause (x) either REMIC I or REMIC II to be subject to an entity-
level tax caused by the Transfer of any Class R Certificate to a
Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-
related tax caused by the Transfer of a Class R Certificate to a
Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
(i) So long as any Excess Spread remains uncertificated, no transfer,
sale, pledge or other disposition thereof shall be made by Residential
Funding.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate,
and (ii) there is delivered to the Trustee and the Certificate Registrar
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Trustee or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser,
the Trustee shall execute and the Certificate Registrar shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor, Class and
Percentage Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the Trustee
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate
issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, Financial
Security, the Certificate Registrar and any agent of the Company, the
Master Servicer, the Trustee, Financial Security or the Certificate
Registrar may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, and neither
the Company, the Master Servicer, the Trustee, Financial Security, the
Certificate Registrar nor any agent of the Company, the Master Servicer,
the Trustee, Financial
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Security or the Certificate Registrar shall be affected by notice to the
contrary except as provided in Section 5.02(g).
Section 5.05. Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders and the Owner of the Excess Spread
pursuant to Section 4.02. In the event of any such appointment, on or
prior to each Distribution Date the Master Servicer on behalf of the
Trustee shall deposit or cause to be deposited with the Paying Agent a sum
sufficient to make the payments to the Certificateholders and the Owner of
the 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
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(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in
the Certificate Account before the Distribution Date on which the purchase
pursuant to Section 5.06(a) is to be made, in immediately available funds,
an amount equal to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee
shall distribute to such Holders an amount equal to the outstanding
Certificate Principal Balance thereof plus the sum of one month's Accrued
Certificate Interest thereon, any previously unpaid Accrued Certificate
Interest with respect thereto and any Prepayment Interest Shortfalls
allocated to the Insured Certificates to the extent covered by the Insured
Reserve Fund or a Guaranteed Distribution.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such date
cause all funds in the Certificate Account deposited therein by the Master
Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be
withdrawn therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or the Company,
as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master Servicer or the
Company, as applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the
Trustee shall pay to the Master Servicer or the Company, as applicable, all
amounts distributable to the Holders thereof and the Master Servicer or the
Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated
with such escrow account and notices allocated thereto. Any Certificates so
purchased or deemed to have been purchased on such Distribution Date shall
remain outstanding hereunder. The Master Servicer or the Company, as
applicable, shall be for all purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
----------------------------------------------------
Servicer.
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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
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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.
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Section 6.04. Company and Master Servicer Not to Resign.
-----------------------------------------
Subject to the provisions of Section 6.02, neither the Company
nor the Master Servicer shall resign from its respective obligations and
duties hereby imposed on it except upon determination that its duties
hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Company or the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall
become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to
be distributed to the Owner of the Excess Spread or the Holders of
Certificates of any Class any distribution required to be made under
the terms of the Certificates of such Class and this Agreement and, in
either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to the
Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Owner of the Excess
Spread or the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in
any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any Class
or in this Agreement and such failure shall continue unremedied for a
period of 30 days (except that such number of days shall be 15 in the
case of a failure to pay the premium for any Required Insurance
Policy) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or the Company, or to the Master Servicer, the
Company and the Trustee by the Owner of the Excess Spread or the
Holders of Certificates of any Class evidencing, in the case of any
such Class, Percentage Interests aggregating not less than 25%; or
(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
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(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
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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.
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Section 7.03. Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to
the Certificateholders and the Owner of the Excess Spread at their
respective addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of
each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
---------------------------
The Holders representing at least 66% of the Voting Rights
affected by a default or Event of Default hereunder, and the Owner of the
Excess Spread if affected thereby, may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under
-------- -------
clause (i) of Section 7.01 may be waived only by all of the Holders of
Certificates affected by such default or Event of Default and the Owner of
the Excess Spread if so affected and (b) no waiver pursuant to this Section
7.04 shall affect the Holders of Certificates or the Owner of the Excess
Spread in the manner set forth in Section 12.01(b)(i), (ii) or (iii). Upon
any such waiver of a default or Event of Default by the Holders
representing the requisite percentage of Voting Rights affected by such
default or Event of Default, such default or Event of Default shall cease
to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon except to the
extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
-----------------
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement. In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's
own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. The
Trustee shall notify the Certificateholders and the Owner of the Excess
Spread of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish
in a timely fashion to the Master Servicer such information as the Master
Servicer may reasonably request from time to time for the Master Servicer
to fulfill its duties as set forth in this Agreement. The Trustee
covenants and agrees that it shall perform its obligations hereunder in a
manner so as to maintain the status of both REMIC I and REMIC II as REMICs
under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the
imposition of any federal, state or local income, prohibited transaction,
contribution or other tax on either REMIC I or REMIC II to the extent that
maintaining such status and avoiding such taxes are reasonably within the
control of the Trustee and are reasonably within the scope of its duties
under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:
-------- -------
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which may
have occurred, the duties and obligations of the 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
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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.
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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;
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(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns prepared by or on behalf of the Master
Servicer that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee
for signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to
Section 10.01(f)) it shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will not (i) cause either
REMIC I or REMIC II to 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.
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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.
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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
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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
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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
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this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed
with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the
Company, the Master Servicer or any Seller to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a Custodial
Agreement. Subject to Article VIII, the Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders and
the Owner of the Excess Spread. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall
have a combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodial Agreement may be amended only as provided in Section
12.01. The Trustee shall notify the Certificateholders and the Owner of the
Excess Spread of the 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 14 Wall
Street, 8th Floor, New York, New York 10005 for the purpose of keeping the
Certificate Register. The Trustee will maintain an office at the address
stated in Section 12.05(c) hereof where notices and demands to or upon the
Trustee in respect of this Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
-------------------------------------------------------
(a) Subject to Section 9.03, 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
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created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase price
set forth above shall be increased as is necessary, as determined by
the Master Servicer, to avoid disqualification of either REMIC I or
REMIC II as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon
the Pool Stated Principal Balance as of the Final Distribution Date being
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans. If such right is exercised by the Master Servicer, the Master
Servicer shall be deemed to have been reimbursed for the full amount of any
unreimbursed Advances theretofore made by it with respect to the Mortgage
Loans. In addition, the Master Servicer or the Company, as applicable,
shall provide to the Trustee the certification required by Section 3.15 and
the Trustee and any Custodian shall, promptly following payment of the
purchase price, release to the Master Servicer or the Company, as
applicable, the Mortgage Files pertaining to the Mortgage Loans being
purchased.
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(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, Class M and the Class R Certificates,
upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or the
Company's election to repurchase, or (ii) if the Master Servicer or the
Company elected to so repurchase, an amount determined as follows: (A)
with respect to each Certificate the outstanding Certificate Principal
Balance thereof, plus one month's Accrued Certificate Interest, any
previously unpaid Accrued Certificate Interest and any Prepayment Interest
Shortfalls allocated to the Insured Certificates to the extent covered by
the Insured Reserve Fund or a Guaranteed Distribution, subject to the
priority set forth in Section 4.02(a), and (B) with respect to the Class R
Certificates, any excess of the amounts available for distribution
(including the repurchase price specified in clause (ii) of subsection (a)
of this Section)
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over the total amount distributed under the immediately preceding clause
(A) and the Excess Spread. The Trustee shall also distribute to the Owner
the Excess Spread.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall
on such date cause all funds in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and
credited to the remaining Certificateholders by depositing such funds in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer or the Company, as applicable (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case)
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within six months after the second
notice any Certificate shall not have been surrendered for cancellation,
the Trustee shall take appropriate steps as directed by the Master Servicer
or the Company, as applicable, to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer
or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such holders. No
interest shall accrue or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer or the Company, as
applicable, as a result of such Certificateholder's failure to surrender
its Certificate(s) for final payment thereof in accordance with this
Section 9.01.
Section 9.02. Termination of REMIC II.
-----------------------
REMIC II shall be terminated on the earlier of the Final Distribution
Date and the date on which it is deemed to receive the last deemed
distributions on the Uncertificated REMIC I Regular Interests and the last
distribution due on the Class A, Class M, Class B and Class R-II
Certificates is made.
Section 9.03. Additional Termination Requirements.
-----------------------------------
(a) REMIC I or REMIC II, as the case may be, shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee) to the effect that the failure of REMIC I or REMIC II, as the case
may be, to comply with the requirements of this Section 9.02 will not (i)
result in the imposition on the Trust of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause
either REMIC I or REMIC II to fail to qualify as a REMIC at any time that
any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for REMIC I and REMIC II, as the case may be, and specify the
first day of such period in
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a statement attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Master Servicer also shall
satisfy all of the requirements of a qualified liquidation for REMIC I
and REMIC II, as the case may be, under Section 860F of the Code and
regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer or the Company is exercising
its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or prior
to the Final Distribution Date, purchase all of the assets of the
Trust Fund for cash; provided, however, that in the event that a
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calendar quarter ends after the commencement of the 90-day liquidation
period but prior to the Final Distribution Date, the Master Servicer
or the Company shall not purchase any of the assets of the Trust Fund
prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby
irrevocably approves and appoints the Master Servicer as its attorney-in-
fact to adopt a plan of complete liquidation for REMIC I and REMIC II at
the expense of the Trust Fund in accordance with the terms and conditions
of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
--------------------
(a) The REMIC Administrator shall make an election to treat each
of REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Each such election will be made on Form 1066 or
other appropriate federal tax or information return (including Form 8811)
or any appropriate state return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued. For the
purposes of the REMIC I election in respect of the Trust Fund,
Uncertificated REMIC I Regular Interests shall be designated as the
"regular interests" and the Class R-I Certificates shall be designated as
the sole class of "residual interest" in REMIC I. For the purposes of the
REMIC II election in respect of the Trust Fund, each of the Class A, Class
M and Class B Certificates and the Excess Spread shall be designated as the
"regular interests" and the Class R-II Certificates shall be designated as
the sole class of "residual interests" in REMIC II. The REMIC
Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in REMIC I or
REMIC II other than the Uncertificated REMIC I Regular Interests and the
Class R-I Certificates and the REMIC II Certificates, the Excess Spread and
the Class R-II Certificates, respectively.
(b) The Closing Date is hereby designated as the "startup day" of
the Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R-I Certificate
and a Class R-II Certificate representing a 0.01% Percentage Interest of
the Class R-I Certificates and 0.01% of the Class R-II Certificates
respectively, and shall be designated as "the tax matters person" with
respect to REMIC I and REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. The Remic Administrator, as tax matters person, shall
(i) act on behalf of REMIC I and REMIC II in relation to any tax matter or
controversy involving the Trust Fund and (ii) represent the Trust Fund in
any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the REMIC Administrator shall be entitled to
reimbursement therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 unless such
legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the
REMIC Administrator is no longer the Master Servicer hereunder, at its
option the REMIC Administrator may continue its duties as REMIC
Administrator and shall be paid reasonable compensation not to exceed
$3,000 per year by any successor Master Servicer hereunder for so acting as
the REMIC Administrator.
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(d) The REMIC Administrator shall prepare or cause to be prepared
all of the Tax Returns that it determines are required with respect to
either REMIC I or REMIC II created hereunder and deliver such Tax Returns
in a timely manner to the Trustee and the Trustee shall sign and file such
Tax Returns in a timely manner. The expenses of preparing such returns
shall be borne by the REMIC Administrator without any right of
reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability arising from
the Trustee's signing of Tax Returns that contain errors or omissions. The
Trustee and Master Servicer shall promptly provide the REMIC Administrator
with such information as the REMIC Administrator may from time to time
request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor
of a Class R Certificate such information as is necessary for the
application of any tax relating to the transfer of a Class R Certificate to
any Person who is not a Permitted Transferee, (ii) to the Trustee and the
Trustee shall forward to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who
will serve as the representative of each of REMIC I and REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take
such actions and shall cause each of REMIC I and REMIC II created hereunder
to take such actions as are reasonably within the Master Servicer's or the
REMIC Administrator's control and the scope of its duties more specifically
set forth herein as shall be necessary or desirable to maintain the status
thereof as REMICs under the REMIC Provisions (and the Trustee shall assist
the Master Servicer and the REMIC Administrator, to the extent reasonably
requested by the Master Servicer and the REMIC Administrator to do so).
The Master Servicer and the REMIC Administrator shall not knowingly or
intentionally take any action, cause each of REMIC I or REMIC II to take
any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of either REMIC I or REMIC II as a REMIC or (ii) result in the
imposition of a tax upon each of REMIC I or REMIC II (including but not
limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of an
Opinion of Counsel or the indemnification referred to in this sentence, an
"Adverse REMIC Event") unless the Master Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the
expense of the party seeking to take such action or, if such party fails to
pay such expense, and the Master Servicer or the REMIC Administrator, as
applicable, determines that taking such action is in the best interest of
the Trust Fund and the Certificateholders, at the expense of the Trust
Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action
will not, with respect to each of REMIC I or REMIC II created hereunder,
endanger such status or, unless the Master Servicer, the REMIC
Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a
tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of
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such action might result in the imposition of a tax on the Trust Fund, or
may only be taken pursuant to an Opinion of Counsel that such action would
not impose a tax on the Trust Fund, such action may nonetheless be taken
provided that the indemnity given in the preceding sentence with respect to
any taxes that might be imposed on the Trust Fund has been given and that
all other preconditions to the taking of such action have been satisfied.
The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to taking any
action with respect to REMIC I or REMIC II or their assets, or causing
REMIC I or REMIC II to take any action, which is not expressly permitted
under the terms of this Agreement, the Trustee will consult with the Master
Servicer or the REMIC Administrator, as applicable, or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to REMIC I or REMIC II, and the Trustee shall
not take any such action or cause REMIC I or REMIC II to take any such
action as to which the Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that an Adverse REMIC Event could
occur. The Master Servicer or the REMIC Administrator, as applicable, may
consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Master
Servicer or the REMIC Administrator. At all times as may be required by the
Code, the Master Servicer will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain
substantially all of the assets of REMIC I and REMIC II as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of REMIC I or REMIC II created hereunder as defined in
Section 860F(a)(2) of the Code, on "net income from foreclosure property"
of REMIC I or REMIC II as defined in Section 860G(c) of the Code, on any
contributions to REMIC I or REMIC II after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
Code or any applicable provisions of state or local tax laws, such tax
shall be charged (i) to the Master Servicer, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations
under this Agreement or the Master Servicer has in its sole discretion
determined to indemnify the Trust Fund against such tax, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee
of any of its obligations under this Article X, or (iii) otherwise against
amounts on deposit in the Custodial Account as provided by Section 3.10 and
on the Distribution Date(s) following such reimbursement the aggregate of
such taxes shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such taxes
constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income
tax purposes, maintain books and records with respect to REMIC I and REMIC
II on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor
the Trustee shall accept any contributions of assets to REMIC I or REMIC II
unless (subject to 10.01(f)) the Master
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Servicer and the Trustee shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the effect that
the inclusion of such assets in REMIC I or REMIC II will not cause REMIC I
or REMIC II to fail to qualify as REMICs at any time that any Certificates
are outstanding or subject REMIC I or REMIC II to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law
or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which REMIC I or REMIC II
will receive a fee or other compensation for services nor permit either
such REMIC to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Excess Spread, the Certificate Principal Balance of each Class of
Certificates representing a regular interest in REMIC II and the
Uncertificated Principal Balance of each Uncertificated REMIC I Regular
Interest would be reduced to zero is September 25, 2026, which is the
Distribution Date immediately following the latest scheduled maturity of
any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits
(REMIC) and Issuers of Collateralized Debt Obligations" for REMIC I and
REMIC II.
(m) Neither the Trustee nor the Master Servicer shall sell,
dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the
bankruptcy of Trust Fund, (iii) the termination of REMIC I and REMIC II
pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage
Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for REMIC I or REMIC II, nor sell or dispose of any investments in
the Custodial Account or the Certificate Account for gain nor accept any
contributions to REMIC I or REMIC II after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of REMIC I and REMIC
II as REMICs or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause REMIC I or
REMIC II to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
------------------------------------------------
(a) The Trustee agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Company or the Master
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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.
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ARTICLE XI
CERTAIN MATTERS
REGARDING FINANCIAL SECURITY
Section 11.01. Rights of Financial Security To Exercise Rights of
Insured Certificateholders.
--------------------------------------------------
By accepting its Certificate, each Insured Certificateholder
agrees that unless a Financial Security Default exists, Financial Security
shall have the right to exercise all consent, voting, direction and other
control rights of the Insured Certificateholders under this Agreement
without any further consent of the Insured Certificateholders.
Section 11.02. Claims Upon the FSA Policy; FSA Policy Payments
Account.
-----------------------------------------------
(a) If, on the Business Day next succeeding the Determination Date the
Master Servicer determines that (i) the funds that will be on deposit in
the Certificate Account, on the related Certificate Account Deposit Date,
to the extent distributable to the Insured Certificateholders pursuant to
Section 4.02(a)(i), together with any Insured Reserve Withdrawal for the
related Distribution Date, are insufficient to pay the one month's interest
on the Certificate Principal Balance of the Insured Certificates at the
related Pass-Through Rate (net of (a) any Prepayment Interest Shortfalls
allocated to the Insured Certificates but only to the extent covered by the
Master Servicer or the Insured Reserve Fund and (b) any interest shortfalls
relating to the Soldiers' and Sailors' Relief Act of 1940, as amended) on
such Distribution Date, (ii) the principal portion of any Realized Loss is
allocated to the Insured Certificates on such Distribution Date or (iii)
the funds available in connection with an optional termination of the Trust
Fund pursuant to Section 5.06 or Section 9.01 or on the Final Distribution
Date will be insufficient to reduce the Certificate Principal Balances of
the Insured Certificates to zero, the Master Servicer shall deliver to the
Trustee not later than 1:00 p.m. New York City time on the Business Day
next succeeding the Determination Date a certificate signed by a Servicing
Officer directing the Trustee to draw on the FSA Policy and stating the
amount to be drawn and stating the Guaranteed Distribution for each Class
of Insured Certificates, and the Trustee shall give notice by telephone or
telecopy of the aggregate amount of such deficiency, confirmed in writing
in the form set forth as Exhibit A to the endorsement of the FSA Policy, to
Financial Security and the Fiscal Agent (as defined in the FSA Policy), if
any, at or before 12:00 noon, New York City time, on the Business Day prior
to such Distribution Date. If, subsequent to such notice, and prior to
payment by Financial Security pursuant to such notice, additional amounts
are deposited in the Certificate Account, the Trustee shall reasonably
promptly notify Financial Security and withdraw the notice or reduce the
amount claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust
account for the benefit of Holders of the Insured Certificates and
Financial Security referred to herein as the "FSA Policy Payments Account"
over which the Trustee shall have exclusive control and sole right of
withdrawal. The Trustee shall deposit any amount paid under the FSA Policy
in the FSA Policy Payments Account and distribute such amount only for
purposes of payment to Holders of Insured
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Certificates of the Guaranteed Distribution for which a claim was made.
Such amount may not be applied to satisfy any costs, expenses or
liabilities of the Master Servicer, the Trustee or the Trust Fund. Amounts
paid under the FSA Policy shall be transferred to the Certificate Account
in accordance with the next succeeding paragraph and disbursed by the
Trustee to Holders of Certificates in accordance with Section 4.02(h),
Section 5.06(c) or Section 9.01(c), as applicable. It shall not be
necessary for such payments to be made by checks or wire transfers separate
from the checks or wire transfers used to pay the Guaranteed Distribution
with other funds available to make such payment. However, the amount of any
payment of principal of or interest on the Insured Certificates to be paid
from funds transferred from the FSA Policy Payments Account shall be noted
as provided in paragraph (c) below and in the statement to be furnished to
Holders of the Certificates pursuant to Section 4.03. Funds held in the FSA
Policy Payments Account shall not be invested by the Master Servicer.
On any Distribution Date with respect to which a claim has been made
under the FSA Policy, the amount of any funds received by the Trustee as a
result of any claim under the FSA Policy, to the extent required to make
the Guaranteed Distribution on such Distribution Date shall be withdrawn
from the FSA Policy Payments Account and deposited in the Certificate
Account and applied by the Master Servicer on behalf of the Trustee,
together with the other funds to be distributed to the Insured
Certificateholders pursuant to Section 4.02(a), directly to the payment in
full of the Guaranteed Distribution due on the Insured Certificates. Any
funds remaining in the FSA Policy Payments Account on the first Business
Day following a Distribution Date shall be remitted to Financial Security,
pursuant to the instructions of Financial Security, by the end of such
Business Day.
(c) The Trustee shall keep a complete and accurate record of the
amount of interest and principal paid into the FSA Policy Payments Account
in respect of any Certificate from moneys received under the FSA Policy.
Financial Security shall have the right to inspect such records at
reasonable times during normal business hours upon two Business Day's prior
notice to the Trustee.
Section 11.03. Effect of Payments by Financial Security; Subrogation.
-----------------------------------------------------
Anything herein to the contrary notwithstanding, for purposes of this
Section 11.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the
terms of the FSA Policy shall not be considered payment of the Insured
Certificates from the Trust Fund. The Master Servicer and the Trustee
acknowledge, and each Holder by its acceptance of an Insured Certificate
agrees, that without the need for any further action on the part of
Financial Security, the Master Servicer, the Trustee or the Certificate
Registrar, to the extent Financial Security makes payments, directly or
indirectly, on account of principal of or interest on the Insured
Certificates to the Holders of such Certificates, Financial Security will
be fully subrogated to, and each Insured Certificateholder, the Master
Servicer and the Trustee hereby delegate and assign to Financial Security,
to the fullest extent permitted by law, the rights of such Holders to
receive such principal and interest from the Trust Fund; provided that
Financial Security shall be paid such amounts but only from the sources and
in the manner provided herein.
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The Trustee and the Master Servicer shall cooperate in all respects
with any reasonable request by Financial Security for action to preserve or
enforce Financial Security's rights or interests under this Agreement
without limiting the rights or affecting the interests of the Holders as
otherwise set forth herein.
Section 11.04. Notices and Information to Financial Security.
---------------------------------------------
(a) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to the
Certificateholders shall also be sent to Financial Security.
(b) The Master Servicer shall designate a Person who shall be
available to Financial Security to provide reasonable access to information
regarding the Mortgage Loans.
Section 11.05. Trustee to Hold FSA Policy.
--------------------------
The Trustee will hold the FSA Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereof and
distributing the proceeds thereof. Neither the FSA Policy, nor the amounts
paid on the FSA Policy will constitute part of the Trust Fund or assets of
the REMIC created by this Agreement. Each Insured Certificateholder, by
accepting its Certificate, appoints the Trustee as attorney-in-fact for the
purpose of making claims on the FSA Policy. The Trustee shall surrender
the Policy to Financial Security for cancellation upon the expiration of
the term of the Policy as provided in the Policy following the retirement
of the Insured Certificates.
Section 11.06. Payment of Insurance Premium.
----------------------------
Unless otherwise designated in writing by the President or a Managing
Director of Financial Security to the Trustee, the Insurance Premium to be
paid pursuant to Section 4.02(a) shall be paid by the Trustee to Financial
Security by wire transfer with the following details specifically stated in
the wire transfer:
Bank: The Bank of New York
ABA Number: 021000018
For the account of: Financial Security Assurance Inc.
Account Number: 8900297263
Policy Number: 50500-N
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ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.
---------
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions herein or
therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of the REMIC I or REMIC II 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-I Certificates and Class R-II Certificates, by virtue of their
being the "residual interests" in REMIC I and REMIC II, respectively,
provided that (A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as
of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not (subject to Section
10.01(f)), as evidenced by an Opinion of Counsel (at the expense of
the party seeking so to modify, eliminate or add such provisions),
cause either REMIC I or REMIC II or any
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of the Certificateholders (other than the transferor) to be subject to
a federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
(vi) to provide for all or a portion of the Excess Spread to be
certificated and designated as a Variable Strip Certificate, or
(vii) to make any other provisions with respect to matters
or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less
than 66% of the Percentage Interests of each Class of Certificates affected
thereby and the Owner of the Excess Spread, if affected thereby, for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class or of the Excess Spread; provided, however, that
-------- -------
no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
or the Excess Spread without the consent of the Holder of such
Certificate or the Owner of the Excess Spread,
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it
shall have first received an Opinion of Counsel (subject to Section
10.01(f) and at the expense of the party seeking such amendment) to the
effect that such amendment or the exercise of any power granted to the
Master Servicer, the Company or the Trustee in accordance with such
amendment will not result in the imposition of a federal tax on the Trust
Fund or cause either REMIC I or REMIC II to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to
each Certificateholder and the Owner of the Excess Spread. It shall not be
necessary for the consent of Certificateholders under this Section 12.01 to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
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(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any combination of the foregoing,
for the purpose of protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls. Any such instrument
or fund shall be held by the Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be deemed to be under
any circumstances included in the Trust Fund. To the extent that any such
instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve
fund and not an asset of the Trust Fund, (ii) any such reserve fund shall
be owned by the Company, and (iii) amounts transferred by the Trust Fund to
any such reserve fund shall be treated as amounts distributed by the Trust
Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this
Agreement and any provision hereof may be modified, added to, deleted or
otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Company but without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required unless any
such amendment would impose any additional obligation on, or otherwise
adversely affect the interests of the Class A Certificateholders, the Class
R Certificateholders, the Class M Certificateholders, the Master Servicer
or the Trustee, as applicable; provided that the Company obtains (subject
to Section 10.01(f)) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that any such amendment will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions after the startup date"
under Section 860G(d)(1) of the Code and (b) either REMIC I or REMIC II to
fail to qualify as a REMIC at any time that any Certificate is 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 12.02. Recordation of Agreement; Counterparts.
--------------------------------------
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to
be effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of Holders of Certificates entitled to at
least 25% of the Voting Rights), but only upon direction accompanied
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by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
Section 12.03. Limitation on Rights of Certificateholders.
------------------------------------------
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding
up of the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders or
the Owner of the Excess Spread from time to time as partners or members of
an association; nor shall any Certificateholder or the Owner of the Excess
Spread be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.
(c) Neither the Owner of the Excess Spread nor any Certificateholder
shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under
or with respect to this Agreement, unless such Holder previously shall have
given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding
it being understood and intended, and being expressly covenanted by each
Certificateholder and the Owner of the Excess Spread with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates of any Class shall have any right in any manner whatever by
virtue of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates of such Class
or any other Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the common benefit
of Certificateholders of such Class or all Classes, as the case may be.
For the protection and enforcement of the provisions of this Section 12.03,
each and every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.
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Section 12.04. Governing Law.
-------------
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations,
rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 12.05. Notices.
-------
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to (a) in the
case of the Company, 8400 Normandale Lake Boulevard, Suite 700,
Minneapolis, Minnesota 55437, Attention: President, or such other address
as may hereafter be furnished to the Master Servicer, Financial Security
and the Trustee in writing by the Company, (b) in the case of the Master
Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Ms. Becker or such other address as may be hereafter
furnished to the Company, Financial Security and the Trustee by the Master
Servicer in writing, (c) in the case of the Trustee, Corporate Trust
Services Division, One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1996-S18 or
such other address as may hereafter be furnished to the Company, Financial
Security and the Master Servicer in writing by the Trustee, (d) in the case
of Fitch, One State Street Plaza, New York, New York 10004, or such other
address as may hereafter be furnished to the Company, Trustee, Financial
Security and the Master Servicer in writing by Fitch and (e) in the case of
Standard & Poor's, 25 Broadway, New York, New York 10004 or such other
address as may be hereafter furnished to the Company, Trustee, Financial
Security and Master Servicer by Standard & Poor's and (g) in the case of
Financial Security, Financial Security Assurance Inc., 350 Park Avenue, New
York, New York 10022, Attention: Surveillance Department, Re: Residential
Funding Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 1996-S18, (telecopy number (212) 339-3518 or (212) 339-3529) or such
other address as may hereafter be furnished to the Trustee, the Master
Servicer and the Company in writing by Financial Security. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such holder as shown
in the Certificate Register. In each case in which a notice or other
communication to Financial Security refers to a Financial Security Default
or a claim under the FSA Policy or with respect to which failure on the
part of Financial Security to respond shall be deemed to constitute consent
or acceptance, then a copy of such notice or other communication should
also be sent to the attention of the General Counsel and the Head-Financial
Guaranty Group at Financial Security Assurance Inc., 350 Park Avenue, New
York, New York 10022 and shall be marked to indicate "URGENT MATERIAL
ENCLOSED". Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
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Section 12.06. Notices to Rating Agency.
------------------------
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency, Financial Security and the Subservicer at such
time as it is otherwise required pursuant to this Agreement to give notice
of the occurrence of, any of the events described in clause (a), (b), (c),
(d), (g), (h), (i) or (j) below or provide a copy to each Rating Agency at
such time as otherwise required to be delivered pursuant to this Agreement
of any of the statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer
or Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required
by Section 3.12 or the cancellation or modification of coverage under
any such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates and the Owner of the Excess Spread pursuant to
Section 4.03,
(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates or the Owner of the Excess Spread
resulting from the failure by the Master Servicer to make an Advance
pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date,
(j) the repurchase of or substitution for any Mortgage Loan, and
(k) any Financial Security Default that has not been cured,
provided, however, that with respect to notice of the occurrence of the
-------- -------
events described in clauses (d), (g) or (h) above, the Master Servicer
shall provide prompt written notice to each Rating Agency, Financial
Security and the Subservicer of any such event known to the Master
Servicer.
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Section 12.07. Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.
Section 12.08. Supplemental Provisions for Resecuritization.
---------------------------------------------
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the
following circumstances. With respect to any Class or Classes of
Certificates issued hereunder, or any portion of any such Class, as to
which the Company or any of its Affiliates (or any designee thereof) is the
registered Holder (the "Resecuritized Certificates"), the Company may
deposit such Resecuritized Certificates into a new REMIC, grantor trust or
custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee
pursuant to a Supplemental Article. The instrument adopting such
Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would
not be materially adversely affected thereby. To the extent that the terms
of the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the
adoption of the Supplemental Article shall not constitute an "amendment" of
this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee,
the establishment of the Restructuring Vehicle, the issuing of various
classes of new certificates by the Restructuring Vehicle and the
distributions to be made thereon, and any other provisions necessary for
the purposes thereof. In connection with each Supplemental Article, the
Company shall deliver to the Trustee an Opinion of Counsel to the effect
that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust
or other entity not subject to taxation for federal income tax purposes and
(ii) the adoption of the Supplemental Article will not endanger the status
of REMIC I or REMIC II as a REMIC or (subject to Section 10.01(f)) result
in the imposition of a tax upon the Trust Fund (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of
the Code and the tax on contributions to a REMIC as set forth in Section
860G(d) of the Code.
141
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC.
[Seal]
By:
---------------------------------
Name: Robert Conway
Title: Vice President
Attest:
------------------------
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
---------------------------------
Name: Diane S. Wold
Title: Director
Attest:
------------------------
Name: Robert Conway
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
---------------------------------
Name: Steven Wagner
Title: Vice President
Attest:
---------------------------
Name: Faye Wright
Title: Assistant Secretary
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of August, 1996 before me, a notary public in and
for said State, personally appeared Robert Conway, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
--------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of August, 1996 before me, a notary public in
and for said State, personally appeared Diane S. Wold, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-----------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of August, 1996 before me, a notary public in and
for said State, personally appeared Steven Wagner, known to me to be a Vice
President of The First National Bank of Chicago, a national banking
corporation that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged
to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS AUGUST 29, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE
PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ___% AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-
THROUGH RATE.]
<PAGE>
Certificate No. ____ [___%] Pass-Through Rate
Class A-__ Senior [Variable Pass-Through Rate
Date of Pooling and Servicing based on a Notional Amount]
Agreement and Cut-off Date:
August 1, 1996 [Percentage Interest: ___%]
Aggregate [Initial Certificate Principal Balance] of
the Class A-__ Certificates:
First Distribution Date: [Aggregate Notional Amount
[September 25, 1996] of the Class A-Certificates]
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
August 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S18
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
A-2
<PAGE>
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. The Notional Amount of the Class A-__
Certificates as of any date of determination is equal to the aggregate Stated
Principal Balance of the Mortgage Loans corresponding to the related
Uncertificated REMIC Regular Interests represented by the Class A-__
Certificates immediately prior to such date. The Class A-__ Certificates have
no Certificate Principal Balance.
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
A-3
<PAGE>
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
A-4
<PAGE>
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.
A-5
<PAGE>
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
A-6
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND CLASS R CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS AUGUST 29, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
<PAGE>
Certificate No. ___ 7.75% Pass-Through Rate
Class M-___ Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
August 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
September 25, 1996
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S18
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
B-2
<PAGE>
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.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department
B-3
<PAGE>
of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
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
B-4
<PAGE>
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.
B-5
<PAGE>
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
B-6
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS AUGUST 29, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. __ 7.75% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
August 1, 1996
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
September 25, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S18
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
C-2
<PAGE>
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
C-3
<PAGE>
either (i) an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer with respect to
the permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and Section 4975 of the Internal
Revenue Code (the "Code") and stating, among other things, that the transferee's
acquisition of a Class B Certificate will not constitute or result in a non-
exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the
Code or (ii) a representation letter, in the form as described by the Agreement,
either stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan, or stating that
the transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
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.
C-4
<PAGE>
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
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.
C-5
<PAGE>
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-6
<PAGE>
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
C-7
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE
<PAGE>
BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
D-2
<PAGE>
<TABLE>
<S> <C>
Certificate No. ___ 7.75% Pass-Through Rate
Class R Senior Aggregate Initial Certificate Principal Balance of
the Class R Certificates: $100.00
Date of Pooling and Servicing
Agreement and Cut-off Date:
August 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
September 25, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
August 25, 2026
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S18
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
D-3
<PAGE>
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.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things,
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<PAGE>
that the transferee's acquisition of a Class R Certificate will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
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
D-5
<PAGE>
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.
D-6
<PAGE>
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
D-7
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
-------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of July 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 August 1, 1996,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1996-S18 (as in effect on the date of
this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for
the purposes of receiving and holding certain documents and other instruments
delivered by the Company and the Master Servicer under the Pooling Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files.
-------------------------------------------------------
The Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
--------------------------
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
------------------------
(a) On or prior to the Closing Date, the Custodian shall deliver to
the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of Certificateholders,
to review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and shall deliver to the Trustee either (i) an
Interim Certification in the form attached hereto as Exhibit Two to the effect
that all such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification or (ii) a Final Certification as set forth in subsection
(c) below. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, 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
E-2
<PAGE>
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
E-3
<PAGE>
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
E-4
<PAGE>
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.
E-5
<PAGE>
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.
E-6
<PAGE>
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
--------------------------
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-7
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
<TABLE>
<S> <C>
Address: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation
Series 1996-S16
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
</TABLE>
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 29th day of August, 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 Illinois banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of August, 1996, before me, a notary public in and for
said State, personally appeared Kathleen Marshall, known to me to be a Trust
Officer of Norwest Bank Minnesota, National Association, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of August, 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 29th day of August, 1996, before me, a notary public in and for
said State, personally appeared ________________, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
August 29, 1996
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
Re: Custodial Agreement dated as of August 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-S18
----------------------------------------------------------------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
Re: Custodial Agreement dated as of August 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-S18
----------------------------------------------------------------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
Re: Custodial Agreement dated as of August 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-S18
----------------------------------------------------------------
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
<PAGE>
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
<PAGE>
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the Trustee
as secured party, each in a form sufficient for filing, evidencing the interest
of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
<PAGE>
RUN ON : 08/26/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.46.01 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S18 CUTOFF : 08/01/96
POOL : 0004218
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1443889 637/728 F 205,000.00 ZZ
360 203,651.56 2
35-14 21ST AVENUE 8.250 1,540.10 70
8.000 1,540.10 293,000.00
ASTORIA NY 11105 2 09/06/95 00
0380216664 05 11/01/95 0
4608402 O 10/01/25
0
1447298 935/728 F 76,800.00 ZZ
360 76,427.99 1
6897 CECIL ROAD 8.625 597.34 80
8.375 597.34 96,000.00
COCOA FL 32927 2 11/13/95 00
0380250937 05 01/01/96 0
UNKNOWN O 12/01/25
0
1461788 E22/728 F 76,000.00 T
360 75,592.72 1
501 NW NEWPORT AVENUE 8.125 564.30 80
7.875 564.30 95,000.00
BEND OR 97701 1 11/22/95 00
0410032288 05 01/01/96 0
0410032288 O 12/01/25
0
1470520 B49/728 F 328,450.00 ZZ
360 325,750.38 1
1150 CAMBROOK CT 7.625 2,324.75 72
7.375 2,324.75 460,000.00
MONUMENT CO 80132 2 01/26/96 00
0380324559 05 03/01/96 0
1
1470520 O 02/01/26
0
1478651 076/076 F 756,000.00 ZZ
360 755,517.92 1
5120 SOUTHWEST HEWETT BLVD 8.250 5,679.58 74
8.000 5,679.58 1,030,000.00
PORTLAND OR 97221 1 05/05/96 00
54777392 05 08/01/96 0
54777392 O 07/01/26
0
1483171 076/076 F 800,000.00 ZZ
360 797,775.99 1
3425 UNIVERSITY BOULEVARD 7.875 5,800.56 75
7.625 5,800.56 1,075,000.00
HOUSTON TX 77005 1 03/14/96 00
5499452 05 05/01/96 0
5499452 O 04/01/26
0
1483706 147/728 F 184,900.00 ZZ
360 184,525.30 1
21820 FEATHER AVENUE 8.000 1,356.74 58
7.750 1,356.74 320,000.00
YORBA LINDA CA 92687 2 04/04/96 00
0380491655 05 06/01/96 0
497703 O 05/01/26
0
1485616 E20/728 F 105,000.00 ZZ
360 104,881.83 1
2345 HIS WAY 8.875 835.43 52
8.625 835.43 202,000.00
LAWRENCEVILLE GA 30244 4 05/23/96 00
0380491580 05 07/01/96 0
UNKNOWN O 06/01/26
0
1488162 B75/728 F 60,800.00 ZZ
360 60,654.84 1
125 JOHN STREET 8.625 472.90 80
8.375 472.90 76,000.00
SHARON WI 53585 1 03/08/96 00
0380489469 05 05/01/96 0
2359461 O 04/01/26
0
1
1489562 893/728 F 566,000.00 ZZ
360 566,000.00 1
41752 VARGAS ROAD 9.000 4,554.16 66
8.750 4,554.16 866,000.00
FREMONT CA 94539 1 07/09/96 00
0380491358 05 09/01/96 0
1489562 O 08/01/26
0
1489813 A91/728 F 650,000.00 ZZ
360 649,079.51 1
142 BEACH 144TH STREET 7.750 4,656.68 80
7.500 4,656.68 812,500.00
NEPONSIT NY 11694 1 05/09/96 00
0380431347 05 07/01/96 0
141166 O 06/01/26
0
1491036 668/728 F 290,400.00 ZZ
360 290,017.65 1
10684 SOUTH TRAIL RIDGE CIRCLE 8.500 2,232.93 90
8.250 2,232.93 322,700.00
SANDY UT 84092 1 05/22/96 10
0380489782 05 07/01/96 25
6690127 O 06/01/26
0
1491152 E57/728 F 311,250.00 ZZ
360 311,250.00 1
665 WEST MAIN STREET 8.750 2,448.61 75
8.500 2,448.61 415,000.00
TUSTIN CA 92680 2 07/17/96 00
0380497561 05 09/01/96 0
46052005151 O 08/01/26
0
1494001 E75/728 F 225,000.00 ZZ
360 225,000.00 1
10 HIGHFIELD DRIVE 9.000 1,810.40 54
8.750 1,810.40 420,000.00
DIX HILLS NY 11746 5 07/09/96 00
0380495375 05 09/01/96 0
C769 O 08/01/26
0
1494349 147/728 F 124,600.00 ZZ
360 124,270.86 1
1810 SANDALWOOD LANE 8.500 958.07 80
8.250 958.07 155,800.00
1
GRAPEVINE TX 76051 1 04/25/96 00
0380499534 05 06/01/96 0
483582 O 05/01/26
0
1496714 776/728 F 255,000.00 ZZ
360 254,508.83 1
575 TWIN LANES 8.250 1,915.73 65
8.000 1,915.73 397,000.00
SOQUEL CA 95073 5 04/10/96 00
0380424615 05 06/01/96 0
6231427 O 05/01/26
0
1497300 742/728 F 100,000.00 ZZ
360 99,881.50 1
88-36 198TH STREET 8.625 777.79 58
8.375 777.79 175,000.00
HOLLIS NY 11423 1 05/29/96 00
0380479148 05 07/01/96 0
4076840 O 06/01/26
0
1498018 A07/728 F 318,500.00 ZZ
360 318,048.97 1
5277 SOUTH 1035 EAST 7.750 2,281.77 77
7.500 2,281.77 415,000.00
SOUTH OGDEN UT 84403 2 05/31/96 00
0380452665 05 07/01/96 0
960226 O 06/01/26
0
1498388 375/728 F 125,000.00 ZZ
360 124,844.07 1
7140 E SUNNYVALE ROAD 8.375 950.09 63
8.125 950.09 200,000.00
SCOTTSDALE AZ 85253 2 05/10/96 00
0380495185 05 07/01/96 0
UNKNOWN O 06/01/26
0
1498492 559/728 F 529,000.00 ZZ
360 529,000.00 1
25 WOLF GLEN WAY 8.375 4,020.78 66
8.125 4,020.78 802,332.00
KENTFIELD CA 94904 1 07/03/96 00
0380497264 05 09/01/96 0
5321161 O 08/01/26
0
1
1498655 375/728 F 204,000.00 ZZ
360 203,654.34 1
5 RIVER ST 8.875 1,623.12 72
8.625 1,623.12 286,744.00
EASTON MA 02334 2 04/09/96 00
0380471533 05 06/01/96 0
325816 O 05/01/26
0
1498783 638/G01 F 255,000.00 ZZ
360 255,000.00 1
107 APPIAN WAY 8.500 1,960.73 75
8.250 1,960.73 340,000.00
SOUTH SAN FRANC CA 94080 2 07/02/96 00
0430000851 05 09/01/96 0
8571442 O 08/01/26
0
1498863 766/728 F 261,000.00 ZZ
360 260,534.39 1
10400 SW 120 STREET 8.625 2,030.03 90
8.375 2,030.03 290,000.00
MIAMI FL 33176 1 04/29/96 14
0380436155 05 06/01/96 25
96SG0352 O 05/01/26
0
1499570 B75/728 F 44,800.00 ZZ
360 44,724.09 1
1112 NORTH LINWOOD AVENUE 8.875 356.45 80
8.625 356.45 56,000.00
INDIANAPOLIS IN 46201 1 04/19/96 00
0380491267 05 06/01/96 0
2562593 O 05/01/26
0
1499710 F27/728 F 244,000.00 ZZ
360 243,663.06 1
1849 HORSEBACK TRAIL 7.875 1,769.17 80
7.625 1,769.17 305,000.00
VIENNA VA 22182 1 05/29/96 00
0380496365 05 07/01/96 0
116200299 O 06/01/26
0
1499910 776/728 F 210,400.00 ZZ
360 210,156.94 1
1
33440 OVERLAND TRAIL 8.750 1,655.22 80
8.500 1,655.22 263,000.00
AGUA DULCE AREA CA 91350 2 04/30/96 00
0380490103 05 07/01/96 0
2130952 O 06/01/26
0
1500183 776/728 F 195,200.00 ZZ
360 194,758.25 1
4508 SOUTHWEST ALASKA STREET 8.375 1,483.66 80
8.125 1,483.66 244,000.00
SEATTLE WA 98116 1 04/25/96 00
0380444761 07 06/01/96 0
5529622 O 05/01/26
0
1500764 F27/728 F 181,600.00 ZZ
360 181,481.20 1
1311 CASSIA STREET 8.125 1,348.38 80
7.875 1,348.38 227,000.00
HERNDON VA 22070 1 06/24/96 00
0380482191 03 08/01/96 0
116197222 O 07/01/26
0
1500916 742/728 F 80,000.00 ZZ
360 80,000.00 1
3426 BAY FRONT PLACE 9.250 658.14 52
9.000 658.14 155,000.00
BALDWIN NY 11510 1 07/10/96 00
0380500224 05 09/01/96 0
4087409 O 08/01/26
0
1500940 F27/728 F 250,000.00 ZZ
360 249,836.46 1
5613 WILLOW VALLEY ROAD 8.125 1,856.25 73
7.875 1,856.25 346,300.00
CLIFTON VA 22024 1 06/27/96 00
0380489717 05 08/01/96 0
UNKNOWN O 07/01/26
0
1501008 B75/728 F 265,450.00 ZZ
360 265,000.23 1
553 MONARCH RIDGE DRIVE 8.875 2,112.04 90
8.625 2,112.04 295,000.00
WALNUT CREEK CA 94596 1 04/08/96 04
0380446113 09 06/01/96 25
1
2589992 O 05/01/26
0
1501153 964/728 F 204,375.00 ZZ
360 204,375.00 1
5 TOMASINI CANYON ROAD 8.875 1,626.10 75
8.625 1,626.10 272,500.00
POINT REYES STA CA 94956 1 06/18/96 00
0380488925 05 09/01/96 0
18569 O 08/01/26
0
1501229 936/728 F 378,000.00 BB
360 377,606.55 1
13429 CONTOUR DRIVE 9.250 3,109.72 90
9.000 3,109.72 420,000.00
SHERMAN OAKS CA 91423 1 05/02/96 11
0380449612 05 07/01/96 25
6066856 O 06/01/26
0
1501651 147/728 F 497,000.00 ZZ
360 496,426.01 1
1145 VIA ZUMAYA 8.750 3,909.91 70
8.500 3,909.91 710,000.00
PALOS VERDES ES CA 90274 1 05/24/96 00
0380499310 05 07/01/96 0
635489 O 06/01/26
0
1501685 601/728 F 440,000.00 ZZ
360 439,108.40 1
750 315TH AVENUE NE 8.000 3,228.56 80
7.750 3,228.56 550,000.00
CAMBRIDGE MN 55008 4 04/19/96 00
0380493131 05 06/01/96 0
14314 O 05/01/26
0
1501976 147/728 F 271,200.00 ZZ
360 271,035.70 1
1337 9TH STREET 8.500 2,085.30 80
8.250 2,085.30 339,000.00
MANHATTAN BEACH CA 90266 1 06/03/96 00
0380499567 05 08/01/96 0
509274 O 07/01/26
0
1
1501992 147/728 F 525,000.00 ZZ
360 524,377.85 1
25581 SADDLE ROCK PLACE 8.625 4,083.40 78
8.375 4,083.40 675,000.00
LAGUNA HILLS CA 92653 1 05/29/96 00
0380499492 03 07/01/96 0
856567 O 06/01/26
0
1502022 624/728 F 245,000.00 ZZ
360 244,859.04 1
18889 FOREST HOME ROAD 8.750 1,927.42 78
8.500 1,927.42 315,000.00
PLYMOUTH CA 95669 1 06/11/96 00
0380489709 05 08/01/96 0
51003060456 O 07/01/26
0
1502034 976/728 F 236,000.00 ZZ
360 236,000.00 1
44757 SUN VALLEY DRIVE 8.250 1,772.99 75
8.000 1,772.99 315,000.00
KING CITY CA 93930 4 07/02/96 00
0380497520 03 09/01/96 0
639947 O 08/01/26
0
1502444 685/728 F 323,100.00 ZZ
360 322,763.71 1
15115 OTSEGO STREET 9.250 2,658.06 90
9.000 2,658.06 359,000.00
SHERMAN OAKS AR CA 91403 1 05/15/96 11
0380456781 05 07/01/96 25
104506 O 06/01/26
0
1502995 976/728 F 340,000.00 ZZ
360 339,794.02 1
5027 MACARTHUR BOULEVARD NW 8.500 2,614.31 80
8.250 2,614.31 425,000.00
WASHINGTON DC 20016 2 06/18/96 00
0380483454 05 08/01/96 0
057408 O 07/01/26
0
1503053 A71/728 F 284,000.00 ZZ
360 283,844.87 1
21841 VIA DE LA LUZ 9.000 2,285.13 80
8.750 2,285.13 355,000.00
1
TRABUCO CANYON CA 92679 2 06/06/96 00
0380467358 03 08/01/96 0
9605148185 O 07/01/26
0
1503082 936/728 F 240,000.00 ZZ
360 239,243.61 1
20617 EAST TRUSS COURT 8.375 1,824.18 75
8.125 1,824.18 320,000.00
DIAMOND BAR CA 91789 2 02/29/96 00
0380483892 05 04/01/96 0
6018907 O 03/01/26
0
1503453 462/728 F 176,700.00 ZZ
360 176,608.39 1
3008 WEST GLENAVEN AVENUE 9.250 1,453.67 95
9.000 1,453.67 186,000.00
ALHAMBRA CA 91803 2 06/27/96 10
0380489378 05 08/01/96 30
4478277 O 07/01/26
0
1503581 147/728 F 95,000.00 ZZ
360 94,893.07 1
5218 NORTH ORIOLE AVENUE 8.875 755.87 66
8.625 755.87 145,000.00
CHICAGO IL 60656 1 06/05/96 00
0380499385 05 07/01/96 0
488764 O 06/01/26
0
1504000 A88/728 F 369,000.00 ZZ
360 369,000.00 1
7236 TRAVELERS REST CIRCLE 9.125 3,002.31 51
8.875 3,002.31 732,000.00
EASTON MD 21601 1 07/08/96 00
0380485731 05 09/01/96 0
100960275 O 08/01/26
0
1504384 976/728 F 248,000.00 ZZ
360 247,849.76 1
7354 HOWARD LANE 8.500 1,906.91 80
8.250 1,906.91 310,000.00
EDEN PRAIRIE MN 55346 1 06/13/96 00
0380487679 03 08/01/96 0
58209 O 07/01/26
0
1
1504464 668/G01 F 400,000.00 ZZ
360 400,000.00 1
15534 EAST PRENTICE LANE 8.500 3,075.66 74
8.250 3,075.66 543,500.00
AURORA CO 80015 1 07/12/96 00
0430003319 05 09/01/96 0
6768998 O 08/01/26
0
1504487 975/728 F 468,000.00 ZZ
360 468,000.00 1
9800 NEWVILLE AVENUE 8.750 3,681.76 80
8.500 3,681.76 585,000.00
DOWNEY CA 90240 1 07/01/96 00
0380489055 05 09/01/96 0
961686 O 08/01/26
0
1504630 076/076 F 845,000.00 ZZ
360 844,513.84 1
1600 SOUTHEAST 376TH STREET 8.750 6,647.62 65
8.500 6,647.62 1,300,000.00
AUBURN WA 98092 2 06/12/96 00
7013056 05 08/01/96 0
7013056 O 07/01/26
0
1505125 559/728 F 396,000.00 ZZ
354 395,221.79 1
995 CLINTONIA AVENUE 8.375 3,021.35 80
8.125 3,021.35 495,000.00
SAN JOSE CA 95125 4 06/24/96 00
0380496555 05 06/01/96 0
372789 O 11/01/25
0
1505332 171/728 F 420,000.00 ZZ
360 419,770.58 1
11437 BOLAS STREET 9.000 3,379.42 74
8.750 3,379.42 570,000.00
LOS ANGELES CA 90049 1 06/28/96 00
0380498221 05 08/01/96 0
67094346 O 07/01/26
0
1505397 731/728 F 194,400.00 ZZ
360 194,197.66 2
1
552-554 FIRST STREET 9.250 1,599.28 80
9.000 1,599.28 243,000.00
SAN BRUNO CA 94066 1 05/24/96 00
0380465006 05 07/01/96 0
110540831 O 06/01/26
0
1505409 668/728 F 263,600.00 ZZ
360 263,431.91 1
4606 242ND AVENUE SOUTHEAST 8.250 1,980.34 80
8.000 1,980.34 329,500.00
ISSAQUAH WA 98029 1 06/11/96 00
0380495227 03 08/01/96 0
6793517 O 07/01/26
0
1505411 B75/728 F 460,900.00 ZZ
360 460,661.06 1
10545 LENNOX LANE 9.250 3,791.71 64
9.000 3,791.71 725,000.00
DALLAS TX 75229 2 06/17/96 00
0380493172 05 08/01/96 0
2586238 O 07/01/26
0
1505580 976/728 F 351,000.00 ZZ
360 350,798.06 1
9519 DENEEN DRIVE N.W. 8.750 2,761.32 78
8.500 2,761.32 450,500.00
ALBUQUERQUE NM 87114 2 06/20/96 00
0380497546 05 08/01/96 0
600320 O 07/01/26
0
1505587 976/728 F 227,700.00 ZZ
360 227,578.82 1
708 BENT TREE COURT 9.125 1,852.65 80
8.875 1,852.65 284,677.00
COPPELL TX 75019 1 06/19/96 00
0380492554 05 08/01/96 0
794107 O 07/01/26
0
1505631 E75/728 F 341,600.00 ZZ
360 341,600.00 1
1201 GALLOPING HILL ROAD 9.000 2,748.59 80
8.750 2,748.59 427,000.00
FAIRFIELD CT 06430 1 07/19/96 00
0380498536 05 09/01/96 0
1
AVIGNONE O 08/01/26
0
1505759 559/728 F 464,000.00 ZZ
360 464,000.00 1
492 LOS PAJAROS COURT 8.375 3,526.74 80
8.125 3,526.74 580,000.00
LOS ALTOS CA 94024 2 06/28/96 00
0380487653 05 09/01/96 0
5341698 O 08/01/26
0
1505823 136/728 F 168,750.00 ZZ
360 168,550.01 1
640 STEWART AVENUE 8.625 1,312.52 75
8.375 1,312.52 225,000.00
NEW HYDE PARK NY 11040 1 05/16/96 00
0380471731 05 07/01/96 0
1392200 O 06/01/26
0
1505839 601/728 F 210,000.00 ZZ
360 209,738.04 1
12621 WATERMAN DRIVE 8.375 1,596.15 67
8.125 1,596.15 314,000.00
RALEIGH NC 27614 5 05/03/96 00
0380494642 03 07/01/96 0
1083005 O 06/01/26
0
1505944 559/G01 F 237,100.00 ZZ
360 237,100.00 1
435 1ST AVENUE 8.750 1,865.27 75
8.500 1,865.27 316,171.00
HALF MOON BAY CA 94019 4 07/08/96 00
0430002634 05 09/01/96 0
5329412 O 08/01/26
0
1506021 776/728 F 560,000.00 ZZ
360 559,694.11 1
9429 NORTH WINTERWOOD LANE 9.000 4,505.89 79
8.750 4,505.89 715,000.00
BOISE ID 83703 1 06/06/96 00
0380495789 05 08/01/96 0
2531423 O 07/01/26
0
1
1506327 A39/728 F 284,000.00 ZZ
360 284,000.00 1
7911 MENCKEN AVENUE 8.875 2,259.63 80
8.625 2,259.63 355,000.00
WEST HILLS CA 91304 1 07/01/96 00
0380486358 05 09/01/96 0
9600520RFC O 08/01/26
0
1506675 B42/G01 F 290,000.00 ZZ
360 290,000.00 1
9923 PESCADERO ROAD 8.500 2,229.85 55
8.250 2,229.85 533,000.00
LOMA MAR CA 94021 1 07/12/96 00
0430002295 05 09/01/96 0
26644 O 08/01/26
0
1506771 696/728 F 292,000.00 ZZ
360 291,788.66 1
41951 SADDLEBROOK PLACE 7.625 2,066.76 80
7.375 2,066.76 365,000.00
LEESBURG VA 22075 1 06/05/96 00
0380477696 03 08/01/96 0
2177609 O 07/01/26
0
1506830 B24/728 F 333,900.00 ZZ
360 333,670.21 1
77 WILTON WOODS ROAD 7.875 2,421.01 90
7.625 2,421.01 371,000.00
WILTON CT 06897 1 06/25/96 11
0380469784 05 08/01/96 25
156359 O 07/01/26
0
1506933 147/728 F 204,850.00 ZZ
360 204,732.14 1
35 HOLLYLEAF 8.750 1,611.56 75
8.500 1,611.56 274,000.00
ALISO VIEJO CA 92656 1 06/26/96 00
0380499450 05 08/01/96 0
624035 O 07/01/26
0
1506982 E22/728 F 97,150.00 ZZ
360 97,036.36 1
5831 SW 87TH STREET 8.750 764.28 39
8.500 764.28 255,000.00
1
SOUTH MIAMI FL 33143 1 06/06/96 00
0410187603 05 07/01/96 0
410187603 O 06/01/26
0
1507007 562/562 F 219,500.00 ZZ
360 219,198.34 498
15 WEST 72ND STREET 9.875 1,906.03 60
APT. 2L & 2M 9.125 1,906.03 370,000.00
NEW YORK NY 10023 2 04/17/96 00
508978 12 06/01/96 0
508978 O 05/01/26
0
1507135 776/728 F 202,800.00 ZZ
360 202,680.27 1
12289 CHERRY GROVE STREET 8.625 1,577.36 80
8.375 1,577.36 253,500.00
MOORPARK CA 93021 1 06/11/96 00
0380477209 03 08/01/96 0
2133995 O 07/01/26
0
1507224 069/728 F 205,600.00 ZZ
360 205,600.00 1
4531 TALISMAN STREET 8.750 1,617.46 80
8.500 1,617.46 257,000.00
TORRANCE CA 90503 1 06/26/96 00
0380499203 05 09/01/96 0
212111771 O 08/01/26
0
1507234 B93/728 F 250,000.00 ZZ
360 250,000.00 1
8540 EAST MCDOWELL ROAD #38 9.000 2,011.56 80
8.750 2,011.56 313,000.00
MESA AZ 85207 4 07/10/96 00
0380493305 05 09/01/96 0
1000016190 O 08/01/26
0
1507238 976/728 F 232,750.00 ZZ
360 232,619.51 1
1817 BAYONNE COURT 8.875 1,851.87 95
8.625 1,851.87 245,000.00
BEL AIR MD 21015 1 06/28/96 12
0380497975 03 08/01/96 30
057732 O 07/01/26
0
1
1507243 637/728 F 193,100.00 ZZ
360 192,999.89 1
105 SHERMAN AVENUE 9.250 1,588.59 75
9.000 1,588.59 257,500.00
WHITE PLAINS NY 10607 1 06/28/96 00
0380491036 05 08/01/96 0
9258328 O 07/01/26
0
1507253 B79/728 F 383,200.00 ZZ
360 383,200.00 1
852 CROSSBROOK COURT 8.625 2,980.49 80
8.375 2,980.49 479,000.00
MORAGA CA 94556 1 07/01/96 00
0380492075 05 09/01/96 0
019279 O 08/01/26
0
1507272 731/728 F 236,000.00 ZZ
360 235,849.51 1
11312 ARROYO AVENUE 8.250 1,772.99 80
8.000 1,772.99 295,000.00
SANTA ANA AREA CA 92705 1 06/05/96 00
0380489998 05 08/01/96 0
411510593 O 07/01/26
0
1507280 253/728 F 100,000.00 T
360 99,946.78 1
6347 N. 73RD WAY #11 9.125 813.64 61
8.875 813.64 166,620.00
SCOTTSDALE AZ 85250 1 06/11/96 00
0380484734 01 08/01/96 0
319143 O 07/01/26
0
1508222 776/728 F 264,000.00 ZZ
360 264,000.00 1
3417 CEDARDALE DRIVE 8.875 2,100.51 80
8.625 2,100.51 330,000.00
SAN JOSE CA 95148 1 07/10/96 00
0380495201 05 09/01/96 0
6233681 O 08/01/26
0
1508364 561/728 F 171,550.00 ZZ
360 171,313.10 1
1
507 BLACKBIRD DRIVE 7.875 1,243.86 75
7.625 1,243.86 228,777.00
HOCKESSIN DE 19707 1 05/31/96 00
0380481334 03 07/01/96 0
8674285 O 06/01/26
0
1508461 E57/728 F 549,000.00 ZZ
360 549,000.00 1
8 SHORELINE 8.875 4,368.09 79
8.625 4,368.09 700,000.00
IRVINE CA 92714 2 07/03/96 00
0380494634 05 09/01/96 0
70892005211 O 08/01/26
0
1508519 624/728 F 50,000.00 ZZ
360 49,945.18 1
4369 SUNRIDGE DRIVE 9.000 402.31 43
8.750 402.31 118,700.00
LOVELAND CO 80538 1 05/28/96 00
0380475971 05 07/01/96 0
73010160013 O 06/01/26
0
1508609 A63/728 F 235,200.00 ZZ
360 235,200.00 1
2307 CHESHIRE LANE 7.625 1,664.73 80
7.375 1,664.73 294,000.00
ALEXANDRIA VA 22307 1 07/16/96 00
0380496605 05 09/01/96 0
043002845 O 08/01/26
0
1508658 B27/728 F 309,000.00 ZZ
360 309,000.00 1
125 STANDISH STREET 8.125 2,294.32 38
7.875 2,294.32 832,000.00
DUXBURY MA 02332 2 07/03/96 00
0380487810 05 09/01/96 0
11017643 O 08/01/26
0
1508800 976/728 F 247,450.00 ZZ
360 247,450.00 1
3407 SCENIC ELM STREET 9.125 2,013.34 95
8.875 2,013.34 260,500.00
HOUSTON TX 77059 1 07/11/96 04
0380497652 03 09/01/96 30
1
182453 O 08/01/26
0
1508817 B79/728 F 328,800.00 ZZ
360 328,800.00 1
6405 VICANNA DRIVE 8.625 2,557.37 80
8.375 2,557.37 411,000.00
SAN JOSE CA 95129 1 07/02/96 00
0380495268 05 09/01/96 0
019270 O 08/01/26
0
1508946 267/267 F 220,000.00 ZZ
360 219,725.56 1
10 HAWTHORNE AVENUE 8.375 1,672.16 65
8.125 1,672.16 339,000.00
SAN ANSELMO CA 94960 5 05/23/96 00
4412982 05 07/01/96 0
4412982 O 06/01/26
0
1509092 E22/728 F 648,000.00 ZZ
360 647,636.72 1
7703 SADLER AVENUE 8.875 5,155.78 80
8.625 5,155.78 810,000.00
MOUNT DORA FL 32757 1 06/17/96 00
0410189120 05 08/01/96 0
410189120 O 07/01/26
0
1509187 668/728 F 415,000.00 ZZ
360 415,000.00 1
1430 MILAN COURT 8.750 3,264.81 73
8.500 3,264.81 575,000.00
LIVERMORE CA 94550 2 07/03/96 00
0380499195 05 09/01/96 0
6820104 O 08/01/26
0
1509207 A52/728 F 224,450.00 ZZ
360 224,324.17 1
6519 COX DRIVE 8.875 1,785.82 90
8.625 1,785.82 249,900.00
FLOWERY BRANCH GA 30542 1 06/28/96 12
0380472796 05 08/01/96 25
156773 O 07/01/26
0
1
1509324 A46/728 F 314,000.00 ZZ
360 314,000.00 1
9173 BRAIR FOREST DRIVE 8.625 2,442.26 80
8.375 2,442.26 392,500.00
HOUSTON TX 77024 1 07/01/96 00
0380486010 05 09/01/96 0
UNKNOWN O 08/01/26
0
1509341 976/728 F 302,450.00 ZZ
360 302,450.00 1
7801 MEADOWVALE TERRACE 8.750 2,379.38 80
8.500 2,379.38 378,100.00
LAYTONSVILLE MD 20882 1 07/12/96 00
0380497488 03 09/01/96 0
057727 O 08/01/26
0
1509343 559/G01 F 600,000.00 ZZ
360 600,000.00 1
14670 SOBEY ROAD 8.125 4,454.99 64
7.875 4,454.99 940,000.00
SARATOGA CA 95070 1 07/16/96 00
0430002535 05 09/01/96 0
5349683 O 08/01/26
0
1509524 893/728 F 244,000.00 ZZ
360 244,000.00 1
68 BELMONT DRIVE 8.750 1,919.55 80
8.500 1,919.55 305,000.00
DALY CITY CA 94015 2 07/19/96 00
0380499013 05 09/01/96 0
1509524 O 08/01/26
0
1509536 976/728 F 386,200.00 ZZ
360 384,919.61 1
25 STONEGATE PARK COURT 8.125 2,867.53 90
7.875 2,867.53 430,000.00
SPRING TX 77379 2 02/22/96 10
0380490251 03 04/01/96 25
617166 O 03/01/26
0
1509586 936/728 F 261,250.00 ZZ
360 261,091.73 1
673 PARK HILL ROAD (LOT 15) 8.500 2,008.79 95
8.250 2,008.79 275,000.00
1
NORTHAMPTON MA 01060 1 06/14/96 11
0380490475 05 08/01/96 30
6065452 O 07/01/26
0
1509678 171/728 F 211,500.00 ZZ
360 211,500.00 1
6524 RYCOFT DRIVE 8.875 1,682.79 90
8.625 1,682.79 235,000.00
RIVERSIDE CA 92506 2 07/09/96 01
0380496894 05 09/01/96 25
67094447 O 08/01/26
0
1509696 893/728 F 500,000.00 ZZ
360 500,000.00 1
233 SONORA DRIVE 8.875 3,978.22 79
8.625 3,978.22 635,000.00
SAN MATEO CA 94402 1 07/12/96 00
0380491556 05 09/01/96 0
1509696 O 08/01/26
0
1509736 776/728 F 604,000.00 ZZ
360 603,614.85 1
934 FISKE STREET 8.250 4,537.65 80
PACIFIC PALISADES AREA 8.000 4,537.65 755,000.00
LOS ANGELES CA 90272 1 06/05/96 00
0380486127 05 08/01/96 0
2132732 O 07/01/26
0
1509831 640/728 F 329,100.00 ZZ
353 327,883.08 1
4732 MALLARD LAKE COVE 8.125 2,455.03 80
7.875 2,455.03 411,400.00
COLLIERVILLE TN 38017 4 03/06/96 00
0380490806 05 04/01/96 0
5682216 O 08/01/25
0
1509839 105/728 F 175,000.00 ZZ
360 174,873.34 1
25423 PLANTING FIELD DRIVE 7.625 1,238.64 70
7.375 1,238.64 253,124.00
SOUTH RIDING VA 22021 1 06/21/96 00
0380481409 03 08/01/96 0
919274 O 07/01/26
0
1
1509868 560/560 F 225,600.00 ZZ
360 212,511.35 1
7801 LOIS COURT 9.250 1,855.96 80
9.000 1,855.96 283,000.00
ADAMSTOWN MD 21710 1 10/12/89 00
217261247 05 12/01/89 0
217261247 O 11/01/19
0
1509914 560/560 F 228,000.00 R
360 227,221.34 1
237 BAYSHORE DR 8.500 1,753.13 80
8.250 1,753.13 285,000.00
HENDERSONVILLE TN 37075 1 05/23/96 00
450437371 05 07/01/96 0
450437371 O 06/01/26
0
1509929 560/560 F 279,750.00 ZZ
360 279,404.46 1
2 PARK CIRCLE 9.250 2,301.44 75
9.000 2,301.44 373,000.00
NORTH HAMPTON NH 03862 1 05/31/96 00
450448865 05 07/01/96 0
450448865 O 06/01/26
0
1511395 B27/728 F 239,400.00 ZZ
360 239,265.78 1
150 CONCORD AVENUE 8.875 1,904.78 90
8.625 1,904.78 266,000.00
LEXINGTON MA 02173 1 06/28/96 11
0380488966 05 08/01/96 25
100107627 O 07/01/26
0
1511456 E22/728 F 622,000.00 ZZ
360 621,642.14 1
4307 ROMA COURT 8.750 4,893.28 80
8.500 4,893.28 777,500.00
MARINA DEL REY CA 90292 1 06/12/96 00
0410037907 05 08/01/96 0
410037907 O 07/01/26
0
1511494 731/728 F 272,000.00 ZZ
360 271,835.23 1
1
3259 W. SIERRA DRIVE 8.500 2,091.44 80
WESTLAKE VILLAGE AREA 8.250 2,091.44 340,000.00
THOUSAND OAKS CA 91362 1 06/20/96 00
0380490970 05 08/01/96 0
1001070 O 07/01/26
0
1511520 976/728 F 327,150.00 ZZ
360 326,971.30 1
995 PINE LAKE ROAD 9.000 2,632.33 75
8.750 2,632.33 436,200.00
TARPON SPRINGS FL 34689 1 06/21/96 00
0380485608 03 08/01/96 0
212173 O 07/01/26
0
1511524 608/728 F 372,000.00 ZZ
360 371,750.40 1
101 WEATHERBURN WAY 8.000 2,729.60 80
7.750 2,729.60 465,000.00
NEWTOWN SQUARE PA 19073 1 06/26/96 00
0380495656 03 08/01/96 0
0050012556 O 07/01/26
0
1511549 470/728 F 217,650.00 ZZ
360 217,537.16 1
28230 WEST FOOTHILL ROAD 9.250 1,790.56 95
9.000 1,790.56 229,115.00
CASTAIC AREA CA 91384 1 06/18/96 11
0380486689 05 08/01/96 30
23000836 O 07/01/26
0
1511602 201/728 F 300,000.00 ZZ
360 299,596.08 1
91 SOUTH MEADOWMIST CIRCLE 8.000 2,201.29 60
7.750 2,201.29 507,000.00
THE WOODLANDS TX 77381 1 05/24/96 00
0380486580 03 07/01/96 0
7800901881 O 06/01/26
0
1511641 686/G01 F 285,000.00 ZZ
360 284,635.29 1
3348 JOHNSON ROAD 8.250 2,141.11 43
8.000 2,141.11 665,000.00
LAFAYETTE CA 94549 5 05/29/96 00
0430000158 05 07/01/96 0
1
30816850440 O 06/01/26
0
1511642 686/G01 F 100,000.00 T
360 99,945.37 1
14313 CAIRNWOOD COURT 9.000 804.63 56
8.750 804.63 181,333.00
ORLANDO FL 32837 1 06/03/96 00
0430000034 03 08/01/96 0
30817378391 O 07/01/26
0
1511653 686/G01 F 263,200.00 ZZ
360 263,038.90 1
7215 MONTEREY STREET 8.450 2,014.47 80
8.200 2,014.47 329,000.00
LA VERNE CA 91750 1 06/03/96 00
0430000182 05 08/01/96 0
30817524846 O 07/01/26
0
1511654 686/G01 F 66,500.00 ZZ
360 66,464.61 1
8250 NW 47 COURT 9.125 541.07 70
8.875 541.07 95,000.00
LAUDERHILL FL 33351 1 06/04/96 00
0430000208 05 08/01/96 0
30817462583 O 07/01/26
0
1511656 686/G01 F 33,750.00 ZZ
360 33,731.07 1
406 WEST GARLAND AVENUE 8.875 268.54 75
8.625 268.54 45,000.00
SPOKANE WA 99205 1 06/03/96 00
0430000307 05 08/01/96 0
30817544034 O 07/01/26
0
1511657 686/G01 F 67,000.00 ZZ
360 66,959.83 1
8933 GORGE COURT 8.550 517.55 50
8.300 517.55 135,000.00
SANTEE CA 92071 5 06/03/96 00
0430000315 05 08/01/96 0
30817565484 O 07/01/26
0
1
1511659 686/G01 F 162,000.00 ZZ
360 161,908.80 1
280 DIX-LEE-ON DRIVE 8.855 1,286.63 74
8.605 1,286.63 220,500.00
FAIRBURN GA 30213 2 06/04/96 00
0430000364 05 08/01/96 0
30817127228 O 07/01/26
0
1511660 686/G01 F 300,000.00 ZZ
360 299,827.39 1
1418 ESSEX LANE 8.750 2,360.11 54
8.500 2,360.11 560,000.00
GLENDALE CA 91207 1 06/06/96 00
0430000380 05 08/01/96 0
30817359680 O 07/01/26
0
1511670 686/G01 F 150,500.00 ZZ
360 150,417.79 1
26 EMERSON ROAD 9.000 1,210.96 70
8.750 1,210.96 215,000.00
SEVERNA PARK MD 21146 5 06/12/96 00
0430000539 05 08/01/96 0
30817687536 O 07/01/26
0
1511674 686/G01 F 365,000.00 ZZ
360 364,778.88 1
4901 N. LIVE OAK CANYON RD 8.500 2,806.54 79
8.250 2,806.54 465,000.00
LA VERNE CA 91750 2 06/03/96 00
0430000588 05 08/01/96 0
30817653363 O 07/01/26
0
1511676 686/G01 F 94,000.00 ZZ
360 93,947.30 1
377 GRINDSTEAD ROAD 8.875 747.91 39
8.625 747.91 244,000.00
SEVERNA PARK MD 21146 1 06/18/96 00
0430000604 03 08/01/96 0
30817688609 O 07/01/26
0
1511682 686/G01 F 137,000.00 ZZ
360 136,923.19 2
2730 N RUTHERFORD AVENUE 8.875 1,090.04 75
8.625 1,090.04 183,000.00
1
CHICAGO IL 60635 1 06/20/96 00
0430000612 05 08/01/96 0
30817697360 O 07/01/26
0
1511685 686/G01 F 237,500.00 ZZ
360 237,356.12 1
16015 AVENIDA SAN MIGUEL 8.500 1,826.17 71
8.250 1,826.17 337,500.00
LA MIRADA CA 90638 1 06/04/96 00
0430000398 03 08/01/96 0
30817653728 O 07/01/26
0
1511686 686/G01 F 60,000.00 ZZ
360 59,965.47 1
2115 HALSEY DR 8.750 472.03 43
8.500 472.03 140,000.00
DES PLAINES IL 60016 1 06/21/96 00
0430000224 05 08/01/96 0
30817699606 O 07/01/26
0
1511688 686/G01 F 72,000.00 ZZ
360 71,957.71 1
1911 SOMMERSET PLACE 8.650 561.29 66
8.400 561.29 110,000.00
CLEARWATER FL 34620 1 06/21/96 00
0430000257 03 08/01/96 0
30816988703 O 07/01/26
0
1511689 686/G01 F 450,000.00 ZZ
360 449,766.71 1
8005 SW 52ND AVENUE 9.250 3,702.04 70
9.000 3,702.04 650,000.00
MIAMI FL 33143 5 06/19/96 00
0430000265 05 08/01/96 0
30817463409 O 07/01/26
0
1511690 686/G01 F 64,800.00 ZZ
360 64,762.71 1
3597 NW 36TH TERRACE 8.750 509.79 80
8.500 509.79 81,000.00
LAUDERDALE LAKE FL 33309 5 06/18/96 00
0430000281 05 08/01/96 0
30817463912 O 07/01/26
0
1
1511691 686/G01 F 240,000.00 ZZ
360 239,865.45 1
600 LOGANS LANE 8.875 1,909.55 80
8.625 1,909.55 300,491.00
SOUTHLAKE TX 76092 1 06/21/96 00
0430000299 03 08/01/96 0
30817669971 O 07/01/26
0
1511758 A01/728 F 190,000.00 ZZ
360 189,890.68 1
876 S COLUMBINE STREET 8.750 1,494.74 66
8.500 1,494.74 288,000.00
DENVER CO 80209 5 06/27/96 00
0380489170 05 08/01/96 0
10083 O 07/01/26
0
1511882 F27/728 F 269,450.00 ZZ
360 269,298.94 1
7 COLFAX COURT 8.875 2,143.87 80
8.625 2,143.87 336,945.00
STAFFORD VA 22554 1 06/26/96 00
0380489642 03 08/01/96 0
UNKNOWN O 07/01/26
0
1511912 668/728 F 350,000.00 ZZ
360 349,793.36 1
20429 HUNTERS HILL ROAD 8.625 2,722.27 58
8.375 2,722.27 605,000.00
SAN JOSE CA 95120 1 06/11/96 00
0380488578 05 08/01/96 0
6781892 O 07/01/26
0
1511937 685/728 F 204,000.00 ZZ
360 203,885.63 1
500 EAST YALE LOOP 8.875 1,623.12 80
8.625 1,623.12 255,000.00
IRVINE CA 92714 2 06/28/96 00
0380490525 01 08/01/96 0
104922 O 07/01/26
0
1511959 E22/728 F 169,400.00 ZZ
360 169,312.17 1
1
1594 DELL ROSE 9.250 1,393.62 75
(BLOOMFIELD TOWNSHIP) 9.000 1,393.62 226,050.00
BLOOMFIELD HILL MI 48302 4 06/19/96 00
0410141303 05 08/01/96 0
410141303 O 07/01/26
0
1512035 B74/728 F 162,000.00 ZZ
360 162,000.00 1
4472 SYCAMORE RIDGE COURT 8.875 1,288.94 80
8.625 1,288.94 202,500.00
CHINO HILLS CA 92709 1 07/11/96 00
0380491028 05 09/01/96 0
962100 O 08/01/26
0
1512067 E68/728 F 344,000.00 ZZ
360 344,000.00 1
11724 SADDLE CRESCENT CIRCLE 8.125 2,554.19 80
7.875 2,554.19 430,000.00
OAKTON VA 22124 1 07/19/96 00
0380498650 03 09/01/96 0
10764 O 08/01/26
0
1512072 B60/728 F 212,800.00 ZZ
360 212,800.00 1
9858 AVENIDA MATEO 9.000 1,712.24 80
8.750 1,712.24 266,000.00
CYPRESS CA 90630 2 07/02/96 00
0380481912 05 09/01/96 0
7187 O 08/01/26
0
1512124 559/728 F 235,000.00 ZZ
360 235,000.00 1
135 EL CAMINO REAL 9.125 1,912.04 69
8.875 1,912.04 345,000.00
MENLO PARK CA 94025 1 07/15/96 00
0380497579 05 09/01/96 0
5352521 O 08/01/26
0
1512190 776/728 F 627,000.00 ZZ
360 626,657.52 1
9476 READCREST DRIVE 9.000 5,044.98 80
8.750 5,044.98 783,750.00
LOS ANGELES CA 90210 1 06/20/96 00
0380488586 05 08/01/96 0
1
2314028 O 07/01/26
0
1512213 470/728 F 251,250.00 ZZ
360 251,109.14 1
10302 OROZCO ROAD 8.875 1,999.06 75
8.625 1,999.06 335,000.00
SAN DIEGO CA 92124 5 06/18/96 00
0380491812 05 08/01/96 0
24150326 O 07/01/26
0
1512220 F27/728 F 225,000.00 ZZ
360 224,852.82 1
13061 BROOKMEAD DRIVE 8.125 1,670.62 80
7.875 1,670.62 284,330.00
MANASSAS VA 22111 1 06/06/96 00
0380489634 03 08/01/96 0
UNKNOWN O 07/01/26
0
1512285 E48/728 F 252,000.00 ZZ
360 252,000.00 1
2550 SNOWBIRD HOLLOW RD. 8.750 1,982.49 80
8.500 1,982.49 315,000.00
FRANKLIN TN 37064 2 07/08/96 00
0380491374 05 09/01/96 0
UNKNOWN O 08/01/26
0
1512316 A39/728 F 496,000.00 ZZ
360 496,000.00 1
24664 CORDILLERA DRIVE 8.750 3,902.03 80
8.500 3,902.03 620,000.00
CALABASAS CA 91302 1 07/03/96 00
0380483611 03 09/01/96 0
9600565RFC O 08/01/26
0
1512351 723/728 F 240,000.00 ZZ
360 240,000.00 1
132 GLORIETTA BOULEVARD 8.875 1,909.55 59
8.625 1,909.55 410,000.00
ORINDA CA 94563 1 07/11/96 00
0380496639 05 09/01/96 0
8552 O 08/01/26
0
1
1512361 F27/728 F 277,050.00 ZZ
360 275,982.87 1
8212 FRANKLIN DRIVE 7.375 1,913.52 90
7.125 1,913.52 308,135.00
LORTON VA 22079 1 02/14/96 12
0380496423 05 04/01/96 25
UNKNOWN O 03/01/26
0
1512363 F27/728 F 278,250.00 ZZ
360 277,911.66 1
10611 MAPLECREST LANE 8.500 2,139.51 75
8.250 2,139.51 371,000.00
POTOMAC MD 20854 2 05/21/96 00
0380496613 03 07/01/96 0
UNKNOWN O 06/01/26
0
1512401 E45/728 F 260,000.00 ZZ
360 260,000.00 1
110 BULLOCH HALL DRIVE 8.625 2,022.25 70
8.375 2,022.25 375,000.00
EATONTON GA 31024 2 06/28/96 00
0380487034 03 09/01/96 0
UNKNOWN O 08/01/26
0
1512423 E22/728 F 272,000.00 ZZ
360 271,851.43 1
8462 SAN FERNANDO WAY 9.000 2,188.57 80
8.750 2,188.57 340,000.00
DALLAS TX 75218 1 06/26/96 00
0410106769 05 08/01/96 0
410106769 O 07/01/26
0
1512490 976/728 F 158,600.00 ZZ
360 158,600.00 1
4103 PRAIRIE RIDGE ROAD 8.625 1,233.58 75
8.375 1,233.58 211,500.00
EAGAN MN 55123 1 07/12/96 00
0380497538 05 09/01/96 0
183735 O 08/01/26
0
1512492 668/728 F 368,000.00 ZZ
360 367,292.43 1
403 HEATHER COURT 8.250 2,764.67 80
8.000 2,764.67 460,000.00
1
SUISUN CITY CA 94585 1 05/21/96 00
0380489931 05 07/01/96 0
6748214 O 06/01/26
0
1512500 776/728 F 176,000.00 ZZ
360 176,000.00 1
16211 NORTHEAST 28TH AVENUE 8.500 1,353.29 80
8.250 1,353.29 220,000.00
RIDGEFIELD WA 98642 1 07/02/96 00
0380486945 05 09/01/96 0
5034218 O 08/01/26
0
1512566 560/560 F 230,000.00 ZZ
360 229,880.76 1
1792 ALDER DR 9.250 1,892.16 76
9.000 1,892.16 305,000.00
WEST BLOOMFIELD MI 48324 1 06/28/96 00
450470836 05 08/01/96 0
450470836 O 07/01/26
0
1512582 685/728 F 256,000.00 ZZ
360 256,000.00 1
5942 BROKEN ARROW STREET 8.875 2,036.85 80
8.625 2,036.85 320,000.00
SIMI VALLEY CA 93063 2 07/01/96 00
0380487646 05 09/01/96 0
104930 O 08/01/26
0
1512593 814/728 F 301,000.00 ZZ
360 301,000.00 1
2953 HILLEGASS AVENUE 9.125 2,449.04 70
8.875 2,449.04 430,000.00
BERKELEY CA 94705 2 07/01/96 00
0380485442 05 09/01/96 0
809606050 O 08/01/26
0
1512606 F27/728 F 252,800.00 ZZ
360 251,873.46 1
LOT 265A CULPEPER COURT 7.625 1,789.30 80
7.375 1,789.30 316,000.00
SPOTSYLVANIA VA 22553 4 03/01/96 00
0380489675 03 04/01/96 0
UNKNOWN O 03/01/26
0
1
1512608 F27/728 F 332,850.00 ZZ
360 332,434.79 1
21621 GOSHEN OAKS ROAD 8.375 2,529.90 80
8.125 2,529.90 416,117.00
GAITHERSBURG MD 20882 4 10/31/95 00
0380496373 03 07/01/96 0
UNKNOWN O 06/01/26
0
1512610 560/560 F 133,500.00 ZZ
360 133,500.00 1
2 DAVID COURT 8.875 1,062.19 75
8.625 1,062.19 178,000.00
SANDIA PARK NM 87047 1 07/02/96 00
450475546 05 09/01/96 0
450475546 O 08/01/26
0
1512611 F27/728 F 319,000.00 ZZ
360 318,821.16 1
LOT 1 PINEHURST FOREST DRIVE 8.875 2,538.11 90
8.625 2,538.11 354,598.00
MONTPELIER VA 23192 1 06/26/96 04
0380496712 05 08/01/96 25
140441204 O 07/01/26
0
1512613 560/560 F 271,000.00 ZZ
360 270,851.97 1
5718 ANDOVER 9.000 2,180.53 95
8.750 2,180.53 286,000.00
TROY MI 48098 1 06/14/96 10
450457874 05 08/01/96 30
450457874 O 07/01/26
0
1512643 723/G01 F 330,000.00 ZZ
360 330,000.00 1
650 GLEN CRAG WAY 8.875 2,625.63 63
8.625 2,625.63 530,000.00
WOODSIDE CA 94062 1 07/24/96 00
0430006270 05 09/01/96 0
8556 O 08/01/26
0
1512750 E22/728 F 273,750.00 ZZ
360 273,596.53 1
1
523 3RD STREET 8.875 2,178.08 75
8.625 2,178.08 365,000.00
HERMOSA BEACH CA 90254 5 06/20/96 00
0410181861 05 08/01/96 0
410181861 O 07/01/26
0
1512805 696/728 F 196,800.00 ZZ
360 196,667.95 1
12504 REIGN COURT 8.000 1,444.05 80
7.750 1,444.05 246,000.00
HERNDON VA 22071 1 06/19/96 00
0380489550 03 08/01/96 0
2177776 O 07/01/26
0
1512875 559/728 F 700,000.00 ZZ
360 700,000.00 1
6400 WILHELM DRIVE 8.500 5,382.40 69
8.250 5,382.40 1,015,000.00
TUALATIN OR 97062 1 07/15/96 00
0380498262 05 09/01/96 0
5345632 O 08/01/26
0
1512898 526/728 F 220,500.00 ZZ
360 220,258.20 1
170 RIDGE VIEW LANE 9.000 1,774.20 67
8.750 1,774.20 330,000.00
LYONS CO 80540 5 05/24/96 00
0380489345 03 07/01/96 0
123486 O 06/01/26
0
1512925 776/728 F 230,800.00 ZZ
360 230,680.35 1
12705 SARAH STREET 9.250 1,898.73 80
9.000 1,898.73 288,500.00
STUDIO CITY CA 91604 1 06/14/96 00
0380493891 05 08/01/96 0
23333359 O 07/01/26
0
1512927 776/728 F 280,000.00 ZZ
360 280,000.00 1
11115 N. CALAMONDIN PLACE 8.875 2,227.81 80
8.625 2,227.81 350,000.00
ORO VALLEY AZ 85737 1 06/28/96 00
0380487562 03 09/01/96 0
1
6432218 O 08/01/26
0
1512933 526/728 F 280,000.00 ZZ
360 279,474.22 1
5978 LA JOLLA CORONA DRIVE 8.375 2,128.21 80
8.125 2,128.21 350,000.00
LA JOLLA CA 92037 1 04/25/96 00
0380491614 05 06/01/96 0
115411 O 05/01/26
0
1512942 776/728 F 89,600.00 ZZ
360 89,547.10 1
4605 VISTA DRIVE 8.625 696.90 80
8.375 696.90 112,000.00
COTTONWOOD AZ 86326 1 06/25/96 00
0380489857 05 08/01/96 0
6432208 O 07/01/26
0
1512949 E45/728 F 680,000.00 ZZ
360 678,690.21 1
670 WINMARK DRIVE 8.250 5,108.61 80
8.000 5,108.61 855,000.00
ROSWELL GA 30076 4 05/01/96 00
0380490210 05 06/01/96 0
UNKNOWN O 05/01/26
0
1512953 E45/728 F 244,150.00 ZZ
360 244,150.00 1
3071 HILLSIDE TRAIL 8.500 1,877.30 95
8.250 1,877.30 257,000.00
MARIETTA GA 30066 1 07/09/96 10
0380487539 03 09/01/96 30
UNKNOWN O 08/01/26
0
1512964 731/728 F 138,000.00 ZZ
360 138,000.00 1
151 PICHOLINE WAY 8.500 1,061.10 73
8.250 1,061.10 190,000.00
CHICO CA 95928 2 06/28/96 00
0380487026 05 09/01/96 0
112152176 O 08/01/26
0
1
1512977 526/728 F 288,000.00 ZZ
360 287,675.89 1
1004 NORMANDY DRIVE 8.875 2,291.46 80
8.625 2,291.46 360,000.00
SOUTHLAKE TX 76092 1 05/15/96 00
0380490848 03 07/01/96 0
121868 O 06/01/26
0
1512980 526/728 F 200,000.00 ZZ
360 199,780.68 1
2737 AZ BILTMORE CIRCLE #12 9.000 1,609.25 44
8.750 1,609.25 460,000.00
PHOENIX AZ 85016 5 05/23/96 00
0380490830 01 07/01/96 0
126076 O 06/01/26
0
1512982 526/728 F 247,000.00 ZZ
360 246,729.15 1
1023 WATERLOO ROAD 9.000 1,987.42 71
8.750 1,987.42 350,000.00
BERWYN PA 19312 5 05/23/96 00
0380490863 05 07/01/96 0
123344 O 06/01/26
0
1512990 561/728 F 227,750.00 ZZ
360 227,608.44 1
9 LANTERN CIRCLE 8.375 1,731.07 90
8.125 1,731.07 253,090.00
PARKTON MD 21120 4 06/19/96 11
0380499609 05 08/01/96 25
8668964 O 07/01/26
0
1512999 526/728 F 297,600.00 ZZ
360 295,738.54 1
11228 WEST SUNSET BOULEVARD 8.500 2,288.29 80
8.250 2,288.29 372,000.00
LOS ANGELES CA 90049 1 09/21/95 00
0380498304 05 11/01/95 0
69751 O 10/01/25
0
1513033 668/728 F 270,000.00 ZZ
360 269,852.51 1
4015 CAPITOLA HILL COURT 9.000 2,172.49 68
8.750 2,172.49 400,000.00
1
FAIR OAKS CA 95628 2 06/26/96 00
0380497454 05 08/01/96 0
6779755 O 07/01/26
0
1513034 375/728 F 99,900.00 ZZ
360 99,642.52 1
42 STIRLING WAY 8.250 750.52 67
8.000 750.52 149,900.00
CHADDS FORD PA 19317 1 03/28/96 00
0380490061 05 05/01/96 0
9601001 O 04/01/26
0
1513080 688/728 F 126,000.00 ZZ
360 126,000.00 1
2866 EAST FOX STREET 8.750 991.24 58
8.500 991.24 220,996.00
MESA AZ 85213 1 07/08/96 00
0380490988 05 09/01/96 0
32354 O 08/01/26
0
1513099 668/728 F 337,500.00 ZZ
360 337,310.78 1
1841 TAHITI DRIVE 8.875 2,685.31 75
8.625 2,685.31 450,000.00
COSTA MESA CA 92626 1 06/12/96 00
0380497009 05 08/01/96 0
6801328 O 07/01/26
0
1513113 668/728 F 255,000.00 ZZ
360 254,857.04 1
8115 EAST SANDS DRIVE 8.875 2,028.90 70
8.625 2,028.90 365,000.00
SCOTTSDALE AZ 85255 5 06/12/96 00
0380491952 03 08/01/96 0
6747182 O 07/01/26
0
1513120 369/728 F 244,400.00 ZZ
360 244,400.00 1
10316 PADDINGTON COURT 8.500 1,879.23 67
8.250 1,879.23 368,000.00
ELLICOTT CITY MD 21042 1 07/08/96 00
0380487711 05 09/01/96 0
49727670 O 08/01/26
0
1
1513142 624/728 F 256,500.00 ZZ
360 256,500.00 1
2920 GLEN ALDEN COURT 8.500 1,972.26 90
8.250 1,972.26 285,000.00
SAN JOSE CA 95148 1 06/26/96 11
0380494253 05 09/01/96 25
21003160043 O 08/01/26
0
1513148 765/728 F 211,200.00 ZZ
360 211,200.00 1
25231 MAMMOTH CIRCLE 9.000 1,699.37 80
8.750 1,699.37 264,000.00
LAKE FOREST CA 92360 1 07/01/96 00
0380490483 03 09/01/96 0
316039 O 08/01/26
0
1513177 562/728 F 360,000.00 ZZ
360 360,000.00 1
152 ELMWOOD ROAD 9.000 2,896.65 90
8.750 2,896.65 400,000.00
SOUTH SALEM NY 10590 1 07/11/96 04
0380493842 05 09/01/96 25
513101 O 08/01/26
0
1513181 B26/728 F 270,000.00 ZZ
360 270,000.00 1
5 EDWARDS LANE 8.500 2,076.07 90
8.250 2,076.07 300,000.00
GLEN COVE NY 11542 1 07/10/96 04
0380493834 05 09/01/96 25
6311011470R O 08/01/26
0
1513199 317/728 F 291,400.00 ZZ
360 291,232.34 1
25949 CLIFTON PLACE 8.750 2,292.45 90
8.500 2,292.45 323,830.00
STEVENSON RANCH CA 91381 1 06/20/96 12
0380492141 03 08/01/96 25
219004 O 07/01/26
0
1513238 E60/728 F 233,250.00 T
360 233,115.80 1
1
1024 THE FAIRWAY 8.750 1,834.98 80
8.500 1,834.98 293,250.00
SANTA BARBARA CA 93108 1 06/28/96 00
0380491887 01 08/01/96 0
520096 O 07/01/26
0
1513255 171/728 F 124,600.00 T
360 124,600.00 1
41058 SANDRIDGE LANE 9.000 1,002.56 70
8.750 1,002.56 178,000.00
SHAVER LAKE CA 93664 1 07/23/96 00
0380498247 05 09/01/96 0
45083773 O 08/01/26
0
1513278 638/728 F 281,250.00 ZZ
360 281,092.33 1
22607 NORTH ROBERTSON DRIVE 8.875 2,237.75 75
8.625 2,237.75 375,000.00
SUN CITY WEST AZ 85375 1 06/19/96 00
0380489279 05 08/01/96 0
8572046 O 07/01/26
0
1513296 881/728 F 244,000.00 ZZ
360 244,000.00 1
1102 CHEROKEE COURT 8.750 1,919.55 80
8.500 1,919.55 305,000.00
SAN DIMAS CA 91772 1 07/01/96 00
0380493461 05 09/01/96 0
103703 O 08/01/26
0
1513299 975/728 F 285,000.00 ZZ
360 285,000.00 1
945 RANCHO CIRCLE 8.500 2,191.40 75
8.250 2,191.40 380,000.00
FULLERTON CA 92635 1 07/02/96 00
0380491903 05 09/01/96 0
961802 O 08/01/26
0
1513300 E57/728 F 234,931.00 ZZ
360 234,802.67 1
13505 HOFFMAN COURT 9.000 1,890.31 90
8.750 1,890.31 261,035.00
BOWIE MD 20715 1 06/28/96 11
0380499047 05 08/01/96 25
1
11732010000 O 07/01/26
0
1513304 559/728 F 365,000.00 ZZ
360 365,000.00 1
1963 BIRCH AVENUE 8.625 2,838.94 79
8.375 2,838.94 467,500.00
SAN CARLOS CA 94070 1 07/02/96 00
0380491747 05 09/01/96 0
5342019 O 08/01/26
0
1513305 559/728 F 314,000.00 ZZ
360 314,000.00 1
5686 EAGLE ROCK COURT 8.375 2,386.63 79
8.125 2,386.63 402,000.00
SANTA ROSA CA 95409 2 07/01/96 00
0380493602 05 09/01/96 0
5335567 O 08/01/26
0
1513312 685/728 F 232,800.00 ZZ
360 232,800.00 1
2661 CLUB MESA PLACE 8.750 1,831.44 80
8.500 1,831.44 291,000.00
COSTA MESA CA 92627 1 07/08/96 00
0380491861 05 09/01/96 0
200852 O 08/01/26
0
1513314 776/728 F 202,200.00 ZZ
360 202,200.00 1
4089 NORTH CEDARPINE LANE 8.875 1,608.79 80
8.625 1,608.79 252,800.00
MOORPARK CA 93021 1 07/02/96 00
0380490467 03 09/01/96 0
2134910 O 08/01/26
0
1513320 526/728 F 256,000.00 ZZ
360 255,688.72 1
20773 MISSIONARY RIDGE STREET 8.500 1,968.42 90
8.250 1,968.42 285,000.00
DIAMOND BAR CA 91789 1 05/31/96 21
0380491440 05 07/01/96 17
123479 O 06/01/26
0
1
1513325 A13/728 F 285,000.00 ZZ
360 284,031.02 1
7247 CANTERBURY DRIVE 8.000 2,091.23 75
7.750 2,091.23 380,000.00
ST LOUIS MO 63121 2 02/20/96 00
0380490186 05 04/01/96 0
960008742 O 03/01/26
0
1513495 998/G01 F 475,000.00 ZZ
360 474,719.55 1
48384 AVALON HEIGHTS TERRACE 8.625 3,694.51 75
8.375 3,694.51 637,000.00
FREEMONT CA 94539 1 06/03/96 00
0430008375 03 08/01/96 0
99520827 O 07/01/26
0
1513498 998/G01 F 300,000.00 ZZ
360 299,625.76 1
341 LAKEVIEW AVENUE 8.375 2,280.22 80
8.125 2,280.22 375,000.00
LONG BEACH CA 90803 1 05/16/96 00
0430008367 05 07/01/96 0
99442378 O 06/01/26
0
1513507 998/G01 F 108,000.00 ZZ
360 107,937.86 1
22004 ROMAR STREET 8.750 849.64 75
8.500 849.64 144,000.00
LOS ANGELES CA 91311 1 06/13/96 00
0430008391 01 08/01/96 0
99350225 O 07/01/26
0
1513512 375/728 F 369,000.00 ZZ
360 366,437.86 1
212 HIDDEN PINES COURT 8.125 2,739.81 80
7.875 2,739.81 463,000.00
LEAGUE CITY TX 77573 4 09/15/95 00
0380492810 05 11/01/95 0
368470 O 10/01/25
0
1513602 106/106 F 359,200.00 ZZ
360 358,785.17 25
249 WEST 29TH STREET #14 8.750 2,825.83 80
8.500 2,825.83 449,000.00
1
NEW YORK NY 10001 1 05/08/96 00
3896362 11 07/01/96 0
3896362 O 06/01/26
0
1513610 106/106 F 340,000.00 ZZ
360 339,377.67 68
161 WEST 15TH STREET #2F 8.500 2,614.31 80
8.250 2,614.31 425,000.00
NEW YORK NY 10011 1 04/24/96 00
5932827 11 06/01/96 0
5932827 O 05/01/26
0
1513613 106/106 F 316,000.00 ZZ
360 315,121.52 24
32 MORTON STREET #3C 7.875 2,291.22 80
7.625 2,291.22 395,000.00
NEW YORK NY 10014 1 04/01/96 00
5935416 11 05/01/96 0
5935416 O 04/01/26
0
1513628 106/106 F 218,000.00 ZZ
360 217,620.97 24
6 VARICK STREET #6B 8.750 1,715.01 62
8.500 1,715.01 353,000.00
NEW YORK NY 10013 1 04/25/96 00
5949888 10 06/01/96 0
5949888 O 05/01/26
0
1513630 106/106 F 302,500.00 ZZ
360 301,946.31 42
163 EAST 81ST STREET #6A 8.500 2,325.97 51
8.250 2,325.97 600,000.00
NEW YORK NY 10028 1 04/15/96 00
5953831 12 06/01/96 0
5953831 O 05/01/26
0
1513637 106/106 F 245,600.00 ZZ
360 245,316.35 144
142 EAST 16TH STREET #16G/H 8.750 1,932.14 80
8.500 1,932.14 307,000.00
NEW YORK NY 10003 1 05/15/96 00
5958798 11 07/01/96 0
5958798 O 06/01/26
0
1
1513640 106/106 F 300,000.00 ZZ
360 299,662.38 7
114 EAST 70TH STREET #4 8.875 2,386.94 75
8.625 2,386.94 400,000.00
NEW YORK NY 10021 1 05/24/96 00
5961669 12 07/01/96 0
5961669 O 06/01/26
0
1513641 106/106 F 288,700.00 ZZ
360 288,546.36 106
390 RIVERSIDE DRIVE #4E 9.125 2,348.96 75
8.875 2,348.96 385,000.00
NEW YORK NY 10025 1 06/11/96 00
5961677 13 08/01/96 0
5961677 O 07/01/26
0
1513645 106/106 F 340,000.00 ZZ
360 339,575.86 68
1435 LEXINGTON AVENUE #8D 8.375 2,584.25 63
8.125 2,584.25 545,000.00
NEW YORK NY 10028 1 05/15/96 00
5965819 12 07/01/96 0
5965819 O 06/01/26
0
1513688 601/728 F 248,000.00 ZZ
360 247,864.54 1
200 SAN MIGUEL COURT 9.000 1,995.46 80
8.750 1,995.46 310,000.00
IRVING TX 75062 1 06/17/96 00
0380491945 05 08/01/96 0
1086935 O 07/01/26
0
1513691 601/728 F 290,000.00 ZZ
360 289,810.29 1
3789 FLEETWOOD 8.125 2,153.25 80
7.875 2,153.25 364,000.00
PORTAGE MI 49008 1 06/29/96 00
0380495524 05 08/01/96 0
96050830 O 07/01/26
0
1513707 369/728 F 260,000.00 ZZ
360 259,854.24 1
1
351 HELEN CT 8.875 2,068.68 80
8.625 2,068.68 325,000.00
LAWRENCEVILLE GA 30245 2 06/28/96 00
0380491234 03 08/01/96 0
49928062 O 07/01/26
0
1513708 E22/G01 F 58,500.00 ZZ
360 58,467.20 1
1323 BRANDON AVENUE 8.875 465.46 94
8.625 465.46 62,500.00
AKRON OH 44305 2 06/28/96 12
0410199152 05 08/01/96 30
410199152 O 07/01/26
0
1513789 375/728 F 59,000.00 ZZ
360 58,968.60 1
899 OLD TRAIL CREEK ROAD 9.125 480.05 59
8.875 480.05 100,000.00
SHADY COVE OR 97539 2 06/17/96 00
0380490418 05 08/01/96 0
UNKNOWN O 07/01/26
0
1513799 375/728 F 112,500.00 ZZ
360 112,370.07 1
8044 GARDEN NORTH DRIVE 8.750 885.04 60
8.500 885.04 187,500.00
GARDEN RIDGE TX 78266 1 05/30/96 00
0380490335 03 07/01/96 0
413671 O 06/01/26
0
1513823 998/G01 F 110,000.00 ZZ
360 109,888.54 1
1625 KAINS AVENUE 8.875 875.21 57
8.625 875.21 193,000.00
BERKELEY CA 94702 1 06/03/96 00
0430008417 05 08/01/96 0
59584607 O 07/01/26
0
1513832 998/728 F 262,500.00 ZZ
360 261,931.15 1
8115 EAST LA JUNTA ROAD 8.500 2,018.40 75
8.250 2,018.40 350,000.00
SCOTTSDALE AZ 85255 2 05/22/96 00
0430008425 03 07/01/96 0
1
99505299 O 06/01/26
0
1513847 744/728 F 527,200.00 ZZ
360 527,200.00 1
214 WEST BALTIMORE AVENUE 9.125 4,289.47 80
8.875 4,289.47 659,000.00
LARKSPUR CA 94939 1 07/08/96 00
0380495086 05 09/01/96 0
77697 O 08/01/26
0
1513851 069/728 F 238,200.00 ZZ
360 238,066.46 1
16215 CANYON CREEK ROAD 8.875 1,895.23 90
8.625 1,895.23 265,000.00
CERRITOS CA 90703 1 06/26/96 04
0380491960 01 08/01/96 25
2362119527 O 07/01/26
0
1513852 069/728 F 284,400.00 ZZ
360 284,236.37 1
11546 EAST BANYAN RIM DRIVE 8.750 2,237.38 90
8.500 2,237.38 316,000.00
WHITTIER AREA CA 90601 1 06/25/96 11
0380492216 03 08/01/96 25
2362120038 O 07/01/26
0
1513871 731/728 F 340,000.00 ZZ
360 340,000.00 1
1705 BAYOU WAY 8.375 2,584.25 80
8.125 2,584.25 425,000.00
SEAL BEACH CA 90740 1 06/28/96 00
0380491986 05 09/01/96 0
411611728 O 08/01/26
0
1513876 E57/728 F 187,500.00 ZZ
360 187,500.00 1
1601 WILMOT LANE 8.500 1,441.71 75
8.250 1,441.71 250,000.00
ANAHEIM CA 92802 1 07/05/96 00
0380497140 05 09/01/96 0
71192005145 O 08/01/26
0
1
1513881 E26/728 F 286,600.00 ZZ
360 286,412.52 1
35 LORETTA CIRCLE 8.125 2,128.00 80
7.875 2,128.00 358,282.00
RICHBORO PA 18954 1 06/28/96 00
0380493545 05 08/01/96 0
430955 O 07/01/26
0
1513883 696/728 F 292,000.00 ZZ
360 292,000.00 1
103 FRANKLIN STREET 8.125 2,168.09 80
7.875 2,168.09 365,000.00
ALEXANDRIA VA 22314 1 07/09/96 00
0380489824 07 09/01/96 0
2358144 O 08/01/26
0
1513897 A13/728 F 302,500.00 ZZ
360 301,445.39 1
7347 CRANNELL DRIVE 7.875 2,193.33 80
7.625 2,193.33 382,000.00
BOULDER CO 80303 2 03/01/96 00
0380496126 05 04/01/96 0
960007403 O 03/01/26
0
1513914 450/728 F 284,000.00 ZZ
353 283,451.51 1
LOT 10 RIVER FOREST DRIVE 8.500 2,193.21 80
8.250 2,193.21 355,553.00
RICHMOND TX 77469 4 05/03/96 00
0380492240 05 06/01/96 0
3915931 O 10/01/25
0
1513929 F02/728 F 248,250.00 ZZ
360 246,109.70 1
11123 CROWN POINT DRIVE 7.500 1,735.80 75
7.250 1,735.80 335,000.00
KNOXVILLE TN 37922 2 01/26/96 00
0380499393 05 03/01/96 0
209729916 O 02/01/26
0
1513933 375/728 F 337,500.00 ZZ
360 335,962.10 1
2444 MULLINEX MILL RD. 8.250 2,535.52 75
8.000 2,535.52 450,000.00
1
MT AIRY MD 21771 2 12/15/95 00
0380495748 05 02/01/96 0
404675 O 01/01/26
0
1513934 F02/728 F 248,000.00 T
360 246,984.76 1
720 GULFSHORE DRIVE 8.000 1,819.74 80
#102 7.750 1,819.74 310,000.00
DESTIN FL 32541 1 01/31/96 00
0380499427 06 03/01/96 0
209741404 O 02/01/26
0
1513942 F02/728 F 252,000.00 T
360 250,968.41 1
720 GULFSHORE DRIVE 8.000 1,849.09 80
#103 7.750 1,849.09 315,000.00
DESTIN FL 32541 1 01/31/96 00
0380499468 06 03/01/96 0
209741430 O 02/01/26
0
1513947 F02/728 F 272,000.00 ZZ
360 270,696.54 1
5525 UPPINGHAM ST 7.875 1,972.19 80
7.625 1,972.19 340,000.00
CHEVY CHASE MD 20815 1 01/30/96 00
0380499740 05 03/01/96 0
209750136 O 02/01/26
0
1513948 105/728 F 140,000.00 ZZ
360 139,915.19 1
1700 ARCOLA AVENUE 8.500 1,076.48 80
8.250 1,076.48 175,000.00
SILVER SPRING MD 20902 1 06/28/96 00
0380492976 05 08/01/96 0
0739185 O 07/01/26
0
1513951 F02/728 F 267,000.00 ZZ
360 266,045.52 1
4921 SOUTH LAKE GULCH ROAD 7.750 1,912.82 53
7.500 1,912.82 510,000.00
CASTLE ROCK CO 80104 4 02/26/96 00
0380499484 05 04/01/96 0
209754779 O 03/01/26
0
1
1513977 F02/728 F 334,000.00 ZZ
360 332,984.39 1
2892 S COVE LANE 7.750 2,392.82 78
7.500 2,392.82 430,000.00
BOUNTIFUL UT 84010 2 03/06/96 00
0380499526 05 05/01/96 0
20978809 O 04/01/26
0
1514021 F02/728 F 265,000.00 ZZ
360 264,205.91 1
100 MARGUERITE BOULEVARD 7.500 1,852.92 76
7.250 1,852.92 350,000.00
LAFAYETTE LA 70503 2 03/04/96 00
0380499732 05 05/01/96 0
209856473 O 04/01/26
0
1514022 369/728 F 240,000.00 ZZ
360 239,872.28 1
32444 N 66TH STREET 9.125 1,952.72 77
8.875 1,952.72 314,000.00
CAVE CREEK AZ 85331 2 06/24/96 00
0380493677 05 08/01/96 0
48825624 O 07/01/26
0
1514034 F02/728 F 250,000.00 ZZ
360 249,493.41 1
16028 HOMESTEAD CIRCLE 8.000 1,834.41 79
7.750 1,834.41 320,000.00
NORTHVILLE MI 48167 1 04/11/96 00
0380499575 01 06/01/96 0
600017308 O 05/01/26
0
1514060 F02/728 F 585,000.00 ZZ
360 581,718.61 1
20359 DELITA DRIVE 8.500 4,498.14 71
8.250 4,498.14 835,000.00
WOODLAND HILLS CA 91364 2 10/04/95 00
0380499161 05 12/01/95 0
206944793 O 11/01/25
0
1514070 F02/728 F 249,850.00 T
360 249,000.53 1
1
LOT 4 BROADWATER BAY 8.000 1,833.31 80
BROADWATER BAY 7.750 1,833.31 312,330.00
OSAGE BEACH MO 65065 1 02/23/96 00
0380499849 05 04/01/96 0
206984506 O 03/01/26
0
1514083 F02/728 F 256,500.00 ZZ
360 255,598.23 1
7 HELENE COURT 8.750 2,017.89 90
8.500 2,017.89 285,000.00
STATEN ISLAND NY 10307 1 01/04/96 14
0380499245 05 03/01/96 25
209617832 O 02/01/26
0
1514096 575/728 F 297,000.00 ZZ
360 296,829.13 1
113 HUDDERSFIELD DRIVE 8.750 2,336.50 90
8.500 2,336.50 330,000.00
RICHMOND VA 23236 1 06/28/96 04
0380493560 05 08/01/96 25
411007498 O 07/01/26
0
1514100 731/728 F 260,000.00 ZZ
360 260,000.00 1
3331 PADILLA WAY 9.000 2,092.02 80
8.750 2,092.02 325,000.00
SAN JOSE CA 95148 1 07/08/96 00
0380493610 05 09/01/96 0
112152317 O 08/01/26
0
1514107 575/728 F 240,000.00 ZZ
360 239,861.92 1
4200 BIRCH CREEK TRAIL 8.750 1,888.08 67
8.500 1,888.08 360,000.00
WINSTON SALEM NC 27106 1 06/27/96 00
0380491721 03 08/01/96 0
409000605 O 07/01/26
0
1514112 637/728 F 223,250.00 ZZ
360 223,128.06 1
2205 MEADOW HILL ROAD 9.000 1,796.32 95
8.750 1,796.32 235,000.00
WINSTON SALEM NC 27106 1 06/25/96 04
0380496829 05 08/01/96 30
1
9003211 O 07/01/26
0
1514116 637/728 F 236,800.00 ZZ
360 236,667.24 1
8620 NO. EL CAPITAN WAY 8.875 1,884.09 95
8.625 1,884.09 249,300.00
LAS VEGAS NV 89131 1 06/28/96 04
0380491101 05 08/01/96 30
9217142 O 07/01/26
0
1514118 637/728 F 228,600.00 ZZ
360 228,461.51 1
12020 OLD EUREKA WAY 8.500 1,757.74 90
8.250 1,757.74 254,900.00
GOLD RIVER CA 95670 1 06/25/96 10
0380494048 03 08/01/96 25
3065489 O 07/01/26
0
1514120 575/728 F 259,350.00 ZZ
360 259,208.34 1
893 BISHOPSGATE LANE 9.000 2,086.79 95
8.750 2,086.79 273,000.00
VIRGINIA BEACH VA 23452 1 06/28/96 14
0380491515 05 08/01/96 30
415011147 O 07/01/26
0
1514121 575/728 F 244,250.00 ZZ
360 244,109.47 1
3 TOM FOX COURT 8.750 1,921.52 90
8.500 1,921.52 271,400.00
POOLESVILLE MD 20837 1 06/28/96 11
0380492208 05 08/01/96 25
436006835 O 07/01/26
0
1514122 575/728 F 228,000.00 ZZ
360 227,850.86 1
6416 PHANTOM MOON WALK 8.125 1,692.89 80
7.875 1,692.89 285,000.00
CLARKSVILLE MD 21029 1 06/21/96 00
0380493586 05 08/01/96 0
449008238 O 07/01/26
0
1
1514124 575/728 F 281,250.00 ZZ
360 281,088.19 1
60 BRIGGSWOOD DRIVE 8.750 2,212.59 75
8.500 2,212.59 375,000.00
ELMA NY 14059 2 05/29/96 00
0380492125 05 08/01/96 0
456006261 O 07/01/26
0
1514125 575/728 F 268,000.00 ZZ
360 267,833.43 1
902 SOUTH GEORGE STREET 8.375 2,036.99 80
8.125 2,036.99 335,000.00
YORK PA 17403 1 06/27/96 00
0380492281 05 08/01/96 0
460000622 O 07/01/26
0
1514127 575/728 F 251,100.00 ZZ
360 250,959.23 1
10261 S.W. 40TH STREET 8.875 1,997.86 90
8.625 1,997.86 279,000.00
DAVIE FL 33328 1 06/28/96 04
0380492257 05 08/01/96 25
462003569 O 07/01/26
0
1514128 575/728 F 263,250.00 ZZ
360 262,877.20 1
101 AVONBROOK RD 7.750 1,885.96 90
7.500 1,885.96 292,500.00
WALLINGFORD PA 19086 1 05/31/96 14
0380492042 05 07/01/96 25
464003519 O 06/01/26
0
1514131 776/728 F 100,000.00 ZZ
360 100,000.00 1
820 NORTH VALLEY DRIVE 8.750 786.70 41
WESTLAKE VILLAGE AREA 8.500 786.70 245,000.00
THOUSAND OAKS CA 91362 2 07/01/96 00
0380494576 01 09/01/96 0
2134898 O 08/01/26
0
1514140 731/728 F 308,000.00 ZZ
360 307,827.33 1
1596 PLACID COURT 8.875 2,450.59 80
8.625 2,450.59 385,000.00
1
SIMI VALLEY CA 93065 1 06/29/96 00
0380493495 05 08/01/96 0
8000272 O 07/01/26
0
1514142 069/728 F 280,000.00 ZZ
360 280,000.00 1
28617 STOKOWSKI DRIVE 8.375 2,128.21 80
8.125 2,128.21 350,000.00
RANCHO PALOS VE CA 90275 2 07/02/96 00
0380495540 05 09/01/96 0
2362117372 O 08/01/26
0
1514148 F02/728 F 361,000.00 ZZ
360 359,594.87 1
1610 LA HONDA ROAD 8.250 2,712.07 77
8.000 2,712.07 470,000.00
WOODSIDE CA 94062 2 01/29/96 00
0380499344 05 03/01/96 0
209693730 O 02/01/26
0
1514161 F02/728 F 234,000.00 ZZ
360 233,529.77 1
1215 N LAKE HOWARD DR 8.750 1,840.88 90
8.500 1,840.88 260,000.00
WINTER HAVEN FL 33881 2 04/10/96 14
0380499823 05 06/01/96 25
600036209 O 05/01/26
0
1514167 F02/728 F 305,000.00 ZZ
360 304,647.76 1
7615 DUBONNET WAY 8.750 2,399.44 51
8.500 2,399.44 600,000.00
INDIANAPOLIS IN 46278 2 05/23/96 00
0380499633 05 07/01/96 0
600048214 O 06/01/26
0
1514184 822/728 F 120,000.00 ZZ
360 119,937.78 1
18 HIDDEN LANE 9.250 987.22 47
9.000 987.22 260,000.00
DOYLESTOWN PA 18901 2 06/18/96 00
0380493735 05 08/01/96 0
1306005809 O 07/01/26
0
1
1514186 F02/728 F 258,850.00 ZZ
360 258,047.43 1
2461 WEST JAMISON WAY 8.750 2,036.37 90
8.500 2,036.37 287,660.00
LITTLETON CO 80120 1 05/15/96 14
0380499674 05 07/01/96 25
6001400821 O 06/01/26
0
1514278 904/728 F 235,000.00 ZZ
360 235,000.00 1
7769 SO. BRIGHTON COVE CIRCLE 9.000 1,890.86 70
8.750 1,890.86 340,000.00
SALT LAKE CITY UT 84121 5 07/26/96 00
0380497959 05 09/01/96 0
158412 O 08/01/26
0
1514343 964/728 F 221,600.00 ZZ
360 221,600.00 1
21831 CAMINITO DRIVE 8.875 1,763.15 80
8.625 1,763.15 277,000.00
TRABUCO CANYON CA 92679 1 07/09/96 00
0380491929 03 09/01/96 0
19171 O 08/01/26
0
1514348 E23/728 F 164,800.00 ZZ
360 164,800.00 1
7362 SOUTH 1540 EAST 8.625 1,281.80 80
8.375 1,281.80 206,000.00
SALT LAKE CITY UT 84121 2 07/11/96 00
0380498965 05 09/01/96 0
105330 O 08/01/26
0
1514355 624/728 F 135,900.00 ZZ
360 135,900.00 1
1937 DAYTONA DRIVE 9.000 1,093.48 74
8.750 1,093.48 185,950.00
SAN JOSE CA 95122 1 07/02/96 00
0380500331 05 09/01/96 0
63011760203 O 08/01/26
0
1514359 450/728 F 235,600.00 ZZ
360 235,471.31 1
1
13410 TANGLERIDGE LANE 9.000 1,895.69 80
8.750 1,895.69 294,500.00
DALLAS TX 75240 1 06/27/96 00
0380496043 05 08/01/96 0
3880044 O 07/01/26
0
1514370 731/728 F 227,200.00 ZZ
360 227,200.00 1
3959 WOODFORD DRIVE 9.000 1,828.10 80
8.750 1,828.10 284,000.00
SAN JOSE CA 95124 1 07/12/96 00
0380494600 05 09/01/96 0
11752422 O 08/01/26
0
1514376 731/728 F 228,000.00 ZZ
360 228,000.00 1
2048 HOLLY DRIVE 8.875 1,814.07 80
8.625 1,814.07 285,000.00
LO ANGELES CA 90068 2 07/08/96 00
0380497942 05 09/01/96 0
8000270 O 08/01/26
0
1514383 624/728 F 192,000.00 ZZ
360 191,897.82 1
1758 HALLMARK LANE 9.125 1,562.18 80
8.875 1,562.18 240,000.00
SAN JOSE CA 95124 1 06/27/96 00
0380496621 05 08/01/96 0
63006160403 O 07/01/26
0
1514410 105/728 F 556,000.00 ZZ
360 556,000.00 1
4001 PRENTICE LANE 8.750 4,374.05 80
8.500 4,374.05 695,000.00
AUSTIN TX 78746 1 07/09/96 00
0380494469 05 09/01/96 0
0903120 O 08/01/26
0
1514420 638/G01 F 292,500.00 ZZ
360 292,500.00 1
301 SUNSET DRIVE 8.750 2,301.10 75
8.500 2,301.10 390,000.00
ENCINITAS CA 92024 1 07/01/96 00
0430000844 05 09/01/96 0
1
8551765 O 08/01/26
0
1514464 A13/728 F 225,000.00 ZZ
360 225,000.00 1
30032 HAPPY SPARROW LANE 8.625 1,750.03 90
8.375 1,750.03 250,000.00
LAGUNA NIGUEL CA 92677 1 06/27/96 14
0380493388 03 09/01/96 25
006910048AUS O 08/01/26
0
1514645 966/728 F 382,800.00 ZZ
360 382,800.00 1
5520 BENT TRAIL DRIVE 8.625 2,977.38 80
8.375 2,977.38 479,500.00
DALLAS TX 75248 1 07/15/96 00
0380492430 05 09/01/96 0
UNKNOWN O 08/01/26
0
1514650 766/728 F 257,250.00 ZZ
360 257,250.00 1
1240 NORTHPORT DRIVE 9.250 2,116.33 75
9.000 2,116.33 343,000.00
SARASOTA FL 34242 1 07/03/96 00
0380495029 03 09/01/96 0
96OZ0350 O 08/01/26
0
1514683 822/728 F 250,000.00 ZZ
360 249,836.46 1
72 VANDERVEER DRIVE 8.125 1,856.25 53
7.875 1,856.25 478,383.00
BASKING RIDGE NJ 07931 1 06/26/96 00
0380494899 05 08/01/96 0
0876053002 O 07/01/26
0
1514688 526/728 F 115,500.00 ZZ
360 115,436.91 1
3218 EDGEWOOD ROAD 9.000 929.34 70
8.750 929.34 165,000.00
KENSINGTON MD 20895 2 06/10/96 00
0380492299 05 08/01/96 0
125275 O 07/01/26
0
1
1514690 003/G01 F 188,000.00 ZZ
360 187,886.11 1
2214 VIRGINIA PLACE 8.500 1,445.56 80
8.250 1,445.56 235,000.00
ATLANTA GA 30305 1 06/25/96 00
0430000901 05 08/01/96 0
22096 O 07/01/26
0
1514710 526/728 F 95,000.00 ZZ
360 94,937.85 2
7204 ALDEA DRIVE 8.125 705.38 64
7.875 705.38 150,195.00
AUSTIN TX 78745 1 06/13/96 00
0380498841 05 08/01/96 0
127034 O 07/01/26
0
1514712 526/728 F 247,000.00 ZZ
360 246,861.52 1
3808 NORBURY COURT 8.875 1,965.25 95
8.625 1,965.25 260,000.00
ORLANDO FL 32825 2 06/19/96 04
0380492307 03 08/01/96 30
128456 O 07/01/26
0
1514715 526/728 F 132,000.00 ZZ
360 131,922.06 1
915 SUGAR PINE DRIVE 8.625 1,026.69 73
8.375 1,026.69 182,000.00
BEAR DE 19701 2 06/25/96 00
0380492331 05 08/01/96 0
131183 O 07/01/26
0
1514720 526/728 F 360,000.00 ZZ
360 359,562.28 1
725 CROOKED CREEK DRIVE 8.500 2,768.09 80
8.250 2,768.09 450,000.00
NACOGDOCHES TX 75693 1 05/31/96 00
0380500836 05 07/01/96 0
129849 O 06/01/26
0
1514724 317/728 F 280,400.00 ZZ
360 280,246.83 1
1558 BERKSHIRE COURT 9.000 2,256.17 80
8.750 2,256.17 350,512.00
1
SAN MARCOS CA 92069 1 06/25/96 00
0380494816 03 08/01/96 0
188301 O 07/01/26
0
1514735 685/728 F 240,000.00 ZZ
360 240,000.00 1
406 CANAL STREET 8.875 1,909.55 80
8.625 1,909.55 300,000.00
NEWPORT BEACH CA 92663 1 07/15/96 00
0380495730 05 09/01/96 0
104847 O 08/01/26
0
1514738 B57/G01 F 124,000.00 ZZ
360 124,000.00 1
10419 DENSMORE AVENUE 8.250 931.58 80
(GRANADA HILLS AREA) 8.000 931.58 155,000.00
LOS ANGELES CA 91344 1 07/17/96 00
0430002477 05 09/01/96 0
9630245 O 08/01/26
0
1514744 765/728 F 209,025.00 ZZ
360 209,025.00 1
9655 AMIGO AVENUE 9.000 1,681.87 90
8.750 1,681.87 232,250.00
NORTHRIDGE CA 91324 1 07/10/96 12
0380496050 05 09/01/96 25
315889 O 08/01/26
0
1514783 439/G01 F 232,000.00 ZZ
360 232,000.00 1
11 FOXCROFT ROAD 8.100 1,718.54 55
7.850 1,718.54 425,000.00
ROCKVILLE CENTR NY 11570 1 07/12/96 00
0430002725 05 09/01/96 0
1853951 O 08/01/26
0
1514787 439/G01 F 57,300.00 ZZ
360 57,300.00 1
830 10TH ST SE 9.100 465.18 51
8.850 465.18 114,500.00
NAPLES FL 33964 1 07/03/96 00
0430008664 05 09/01/96 0
1856830 O 08/01/26
0
1
1514788 439/G01 F 368,000.00 ZZ
360 367,788.27 1
45700 ADLER LANE 8.750 2,895.06 80
8.500 2,895.06 460,000.00
TEMECULA CA 92590 1 06/26/96 00
0430008557 05 08/01/96 0
1859084 O 07/01/26
0
1514789 439/G01 F 380,000.00 ZZ
360 379,783.62 1
632 LAKESIDE DRIVE 8.800 3,003.05 80
8.550 3,003.05 475,000.00
FULLERTON CA 92635 1 06/25/96 00
0430008656 05 08/01/96 0
1860795 O 07/01/26
0
1514790 439/G01 F 350,000.00 ZZ
360 349,800.71 1
579 GARDEN LANE 8.800 2,765.96 59
8.550 2,765.96 593,220.00
PASADENA CA 91105 5 06/11/96 00
0430008573 05 08/01/96 0
1860959 O 07/01/26
0
1514794 439/G01 F 64,500.00 T
360 64,500.00 1
4514 WEYBRIDGE, UNIT 54 8.600 500.53 75
8.350 500.53 86,000.00
SARASOTA FL 34235 5 06/27/96 00
0430008706 01 09/01/96 0
1861769 O 08/01/26
0
1514795 439/G01 F 207,000.00 ZZ
360 207,000.00 1
510 GRACELAND DRIVE 8.750 1,628.47 66
8.500 1,628.47 316,500.00
LAGUNA BEACH CA 92651 1 06/21/96 00
0430008714 05 09/01/96 0
1862166 O 08/01/26
0
1514796 439/G01 F 70,500.00 ZZ
360 70,500.00 1
1
4219 MORNING PLACE 9.250 579.99 75
9.000 579.99 94,000.00
SARASOTA FL 34231 1 07/08/96 00
0430008730 05 09/01/96 0
1863003 O 08/01/26
0
1514797 439/G01 F 248,000.00 ZZ
360 247,868.71 1
2772 PEPPERIDGE COURT 9.150 2,022.29 80
8.900 2,022.29 310,000.00
SAN JOSE CA 95148 1 06/21/96 00
0430008748 05 08/01/96 0
1863229 O 07/01/26
0
1514798 439/G01 F 221,200.00 ZZ
360 221,200.00 1
1230 AVON STREET 9.000 1,779.83 75
8.750 1,779.83 295,000.00
BELMONT CA 94002 5 07/02/96 00
0430008755 05 09/01/96 0
1863423 O 08/01/26
0
1514799 439/G01 F 332,000.00 ZZ
360 332,000.00 1
27722 SAN PASQUAL STREET 8.600 2,576.36 80
8.350 2,576.36 415,000.00
MISSION VIEJO CA 92692 1 07/03/96 00
0430008763 03 09/01/96 0
1863946 O 08/01/26
0
1514800 439/G01 F 50,000.00 ZZ
360 49,971.82 1
15002 CROFTWOOD DRIVE 8.850 396.93 54
8.600 396.93 94,000.00
HOUSTON TX 77068 1 06/28/96 00
0430008771 03 08/01/96 0
1864642 O 07/01/26
0
1514802 439/439 F 147,000.00 ZZ
360 146,912.76 1
4846 GARY ROAD 8.600 1,140.74 75
8.350 1,140.74 196,000.00
BONITA SPRINGS FL 33923 1 06/20/96 00
1860235 05 08/01/96 0
1
1860235 O 07/01/26
0
1514835 686/G01 F 252,800.00 ZZ
360 252,635.47 1
12032 AVENIDA SIVRITA 8.150 1,881.46 80
7.900 1,881.46 316,000.00
SAN DIEGO CA 92128 2 06/10/96 00
0430002758 05 08/01/96 0
817726375 O 07/01/26
0
1514841 686/G01 F 368,000.00 ZZ
360 367,805.38 1
960 CYPRESS DRIVE 9.155 3,002.15 80
8.905 3,002.15 460,000.00
DELRAY BEACH FL 33483 1 06/28/96 00
0430003053 05 08/01/96 0
817088677 O 07/01/26
0
1514842 686/G01 F 75,000.00 ZZ
360 74,954.56 1
8 DECOTA DRIVE 8.500 576.69 52
8.250 576.69 147,000.00
RANDOLPH MA 02368 1 06/28/96 00
0430003061 05 08/01/96 0
817245830 O 07/01/26
0
1514844 686/G01 F 53,000.00 ZZ
360 52,969.18 1
20 KENNETH AVE 8.700 415.07 37
8.450 415.07 147,000.00
NORTH BELLMORE NY 11710 5 06/25/96 00
0430003095 05 08/01/96 0
817434061 O 07/01/26
0
1514846 686/G01 F 110,000.00 ZZ
360 109,939.91 1
1160 FAIRVIEW LANE 9.000 885.09 44
8.750 885.09 250,000.00
RIVIERA BCH FL 33404 1 06/27/96 00
0430003111 05 08/01/96 0
817464076 O 07/01/26
0
1
1514847 686/G01 F 42,000.00 ZZ
360 41,976.08 1
16022 SADDLESTRING DRIVE 8.800 331.92 68
8.550 331.92 62,000.00
TAMPA FL 33618 1 06/28/96 00
0430003129 05 08/01/96 0
817573157 O 07/01/26
0
1514848 686/G01 F 130,000.00 ZZ
360 129,921.24 1
110 CIR DRIVE 8.500 999.59 66
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WALTHAM MA 02154 1 06/28/96 00
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817591779 O 07/01/26
0
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360 252,000.01 1
7300 CRAFTOWN ROAD 8.625 1,960.05 50
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CLIFTON VA 22024 5 07/08/96 00
0430003244 05 09/01/96 0
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0
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LAKE IN THE HIL IL 60102 1 06/28/96 00
0430003251 05 08/01/96 0
817698004 O 07/01/26
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WASHOUGAL WA 98671 5 06/20/96 00
0430003285 05 08/01/96 0
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0
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360 64,900.01 1
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0430003467 09 08/01/96 0
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CHAPEL HILL TN 37034 1 07/05/96 00
0430003012 05 09/01/96 0
817439359 O 08/01/26
0
1514860 686/G01 F 55,000.00 ZZ
360 55,000.00 1
3170 ELAM ROAD 8.625 427.79 53
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MURFREESBORO TN 37130 1 07/08/96 00
0430002972 05 09/01/96 0
817669153 O 08/01/26
0
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360 123,500.00 1
16380 AVENIDA NOBLEZA 8.875 982.63 64
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SAN DIEGO CA 92128 1 07/02/96 00
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360 29,300.00 1
19 BRIDGETOWN 9.125 238.40 75
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HILTON HEAD ISL SC 29928 1 07/10/96 00
0430002857 01 09/01/96 0
817461940 O 08/01/26
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360 203,100.00 1
3051 SW 173RD TERRACE 8.375 1,543.71 74
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MIRAMAR FL 33029 1 07/15/96 00
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1
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BEAUFORT SC 29902 2 07/08/96 10
0430003640 05 09/01/96 30
817463763 O 08/01/26
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360 85,000.00 1
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APOPKA FL 32712 1 07/15/96 00
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360 231,920.00 1
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RANCHO PALOS VE CA 90275 1 07/03/96 00
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410155733 O 08/01/26
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1400 GRANVIA ALTAMIRA 8.750 3,209.74 80
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PALOS VERDES ES CA 90274 1 07/17/96 00
0430002568 05 09/01/96 0
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1515050 209/728 F 237,500.00 ZZ
360 237,336.55 1
1
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LORTON VA 22079 1 06/14/96 14
0380492927 05 08/01/96 30
961625284 O 07/01/26
0
1515053 209/728 F 300,000.00 ZZ
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FAIRFAX STATION VA 22039 1 07/01/96 14
0380492877 03 09/01/96 30
961629690 O 08/01/26
0
1515055 209/728 F 229,900.00 ZZ
360 229,737.73 1
12214 BENNETT ROAD 7.750 1,647.04 95
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HERNDON VA 22071 1 06/12/96 14
0380492901 05 08/01/96 30
961627348 O 07/01/26
0
1515059 209/728 F 261,600.00 ZZ
360 261,424.47 1
12 SCOTCH MIST COURT 8.000 1,919.53 80
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POTOMAC MD 20854 1 06/28/96 00
0380492935 05 08/01/96 0
961612670 O 07/01/26
0
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360 376,000.00 1
2251 SUREE ELLEN LANE 8.375 2,857.88 80
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ALTADENA CA 91001 1 06/27/96 00
0380495474 05 09/01/96 0
2362111557 O 08/01/26
0
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6801 32ND STREET NW 8.875 2,457.91 80
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WASHINGTON DC 20015 1 06/28/96 00
0380492943 05 08/01/96 0
1
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0
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360 135,000.00 1
237 LAUMER AVENUE 9.125 1,098.41 73
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SAN JOSE CA 95127 1 07/15/96 00
0430005058 05 09/01/96 0
21028873 O 08/01/26
0
1515069 731/728 F 101,500.00 ZZ
360 101,500.00 1
309 WEST GRAND AVENUE 9.125 825.84 80
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ALHAMBRA CA 91801 1 07/15/96 00
0380495466 05 09/01/96 0
411111997 O 08/01/26
0
1515070 209/728 F 217,950.00 ZZ
360 217,821.32 1
1709 SPANISH BAY COURT 8.625 1,695.20 95
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MITCHELLVILLE MD 20721 1 07/01/96 14
0380492919 03 08/01/96 30
961644558 O 07/01/26
0
1515072 209/728 F 223,150.00 ZZ
360 222,996.42 1
13184 LADYBANK LANE 7.875 1,618.00 95
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HERNDON VA 22071 1 06/26/96 14
0380492968 03 08/01/96 30
961639939 O 07/01/26
0
1515073 209/728 F 376,000.00 ZZ
360 375,766.29 1
4118 STANFORD STREET 8.375 2,857.88 80
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CHEVY CHASE MD 20815 1 06/21/96 00
0380492950 05 08/01/96 0
961625938 O 07/01/26
0
1
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360 234,496.51 1
2012 NORTH JEFFERSON STREET 8.125 1,742.27 95
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ARLINGTON VA 22205 1 06/27/96 14
0380492836 05 08/01/96 30
961631340 O 07/01/26
0
1515077 209/728 F 210,800.00 ZZ
360 210,668.97 1
15186 WETHERBURN DRIVE 8.375 1,602.24 95
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CENTREVILLE VA 22020 1 06/21/96 14
0380492984 03 08/01/96 30
961613199 O 07/01/26
0
1515079 209/728 F 246,900.00 ZZ
360 246,738.49 1
6101 UNION VILLAGE CT 8.125 1,833.23 95
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CLIFTON VA 22024 1 06/26/96 14
0380492869 03 08/01/96 30
961632777 O 07/01/26
0
1515081 209/728 F 333,600.00 ZZ
360 333,370.41 1
9201 DEVERON COURT 7.875 2,418.84 80
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FAIRFAX STATION VA 22039 1 06/13/96 00
0380493008 03 08/01/96 0
961616085 O 07/01/26
0
1515084 637/728 F 255,350.00 ZZ
360 255,350.00 1
427 WEDGEWOOD DRIVE 9.000 2,054.61 95
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HENDERSON NV 89014 1 07/08/96 04
0380496225 05 09/01/96 30
9217308 O 08/01/26
0
1515085 637/728 F 244,625.00 ZZ
360 244,625.00 1
70 NOONAN RANCH CIRCLE 8.750 1,924.47 95
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SANTA ROSA CA 95403 1 07/10/96 04
0380496571 09 09/01/96 30
9055112 O 08/01/26
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1515086 637/728 F 591,200.00 ZZ
360 591,200.00 1
735 SLEEPER AVENUE 8.625 4,598.30 80
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MOUTAIN VIEW CA 94040 1 07/03/96 00
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3438280 O 08/01/26
0
1515115 E22/G01 F 340,000.00 ZZ
360 340,000.00 1
2016 CANYON ROAD 8.875 2,705.19 80
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ARCADIA CA 91006 1 07/09/96 00
0410180095 05 09/01/96 0
410180095 O 08/01/26
0
1515116 E22/728 F 100,800.00 BB
360 100,742.01 1
302 LEAF SAGE COURT 8.750 792.99 80
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THE WOODLANDS TX 77381 1 06/27/96 00
0410200257 03 08/01/96 0
410200257 O 07/01/26
0
1515161 003/728 F 234,650.00 T
360 234,650.00 1
18592 OCEAN MIST DRIVE 9.000 1,888.05 80
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BOCA RATON FL 33498 1 07/08/96 00
0380494915 03 09/01/96 0
3616588 O 08/01/26
0
1515253 171/728 F 115,000.00 ZZ
360 114,938.80 1
500 NORTH THE STRAND #60 9.125 935.68 55
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OCEANSIDE CA 92054 1 06/13/96 00
0380498635 01 08/01/96 0
67094400 O 07/01/26
0
1
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360 220,000.00 1
5148 SOUTHWEST BANCROFT STREET 8.750 1,730.74 64
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PORTLAND OR 97221 1 07/02/96 00
0380497058 05 09/01/96 0
37092393 O 08/01/26
0
1515257 171/728 F 258,400.00 ZZ
360 258,400.00 1
4243 TULANE AVENUE 8.625 2,009.81 80
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LONG BEACH CA 90808 1 07/12/96 00
0380497033 05 09/01/96 0
0355271 O 08/01/26
0
1515260 363/728 F 345,000.00 ZZ
360 344,806.59 1
1010 EAST TIERRA BUENA LANE 8.875 2,744.97 80
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PHOENIX AZ 85022 2 06/14/96 00
0380495680 05 08/01/96 0
8714220672 O 07/01/26
0
1515266 765/728 F 249,600.00 ZZ
360 249,600.00 1
17074 CALAHAN STREET 8.500 1,919.21 80
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LOS ANGELES CA 91325 1 07/08/96 00
0380499377 05 09/01/96 0
315917 O 08/01/26
0
1515267 559/728 F 137,500.00 ZZ
360 137,500.00 1
1378 TOMLEE DRIVE 8.625 1,069.47 57
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BERKELEY CA 94702 1 06/26/96 00
0380496191 05 09/01/96 0
5338041 O 08/01/26
0
1515273 559/728 F 284,000.00 ZZ
360 284,000.00 1
1
1207 LINCOLN AVENUE 7.875 2,059.20 80
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BURLINGAME CA 94010 1 07/09/96 00
0380496142 05 09/01/96 0
5349196 O 08/01/26
0
1515293 898/728 F 150,000.00 ZZ
360 150,000.00 1
43367 ST TROPEZ COURT 9.000 1,206.93 68
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STERLING HEIGHT MI 48314 1 07/17/96 00
0380496597 05 09/01/96 0
4539206 O 08/01/26
0
1515298 450/G01 F 250,000.00 ZZ
360 250,000.00 1
1050 PENNIMAN 9.000 2,011.56 55
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PLYMOUTH MI 48170 1 07/08/96 00
0430001859 05 09/01/96 0
4180774 O 08/01/26
0
1515304 074/074 F 125,000.00 ZZ
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202 SOUTHWOOD CIRCLE 7.875 906.34 55
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SYOSSET NY 11791 5 04/17/96 00
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1107007931 O 05/01/26
0
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1695 HILL CREST DRIVE 8.125 2,104.98 90
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ORIENT NY 11957 1 05/28/96 04
1112074417 05 07/01/96 25
1112074417 O 06/01/26
0
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360 291,075.80 1
497 STATE RD 7.750 2,091.92 80
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SCHUYLKILL PA 19460 1 04/26/96 00
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1
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812 MINTER AVENUE 8.875 763.82 60
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GLENWOOD SPRING CO 81601 5 05/06/96 00
1274000036 05 07/01/96 0
1274000036 O 06/01/26
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1515312 074/074 F 400,000.00 ZZ
360 397,542.45 1
8940 SW 61ST COURT 8.875 3,182.58 48
8.625 3,182.58 850,000.00
MIAMI FL 33156 5 05/03/96 00
1302013759 05 07/01/96 0
1302013759 O 06/01/26
0
1515313 074/074 F 260,000.00 ZZ
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5154 LA GORCE DR 8.500 1,999.18 65
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MIAMI BEACH FL 33140 2 04/12/96 00
1312017858 05 06/01/96 0
1312017858 O 05/01/26
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3001 NW LURAY CIRCUS 8.125 5,939.98 67
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PORTLAND OR 97210 1 05/15/96 00
1493000208 05 07/01/96 0
1493000208 O 06/01/26
0
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4003 RAINBOW GLEN COURT 8.000 1,834.41 72
7.750 1,834.41 350,000.00
ANNANDALE VA 22003 5 04/10/96 00
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1
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1865 ROSE VILLA STREET 7.750 2,410.73 89
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PASADENA CA 91107 2 04/09/96 10
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1562150729 O 05/01/26
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1515325 074/074 F 276,500.00 ZZ
360 275,910.76 1
2329 WAYNE AVENUE 7.750 1,980.88 80
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LOS ANGELES CA 90027 1 04/10/96 00
1562151470 05 06/01/96 0
1562151470 O 05/01/26
0
1515332 074/074 F 424,000.00 ZZ
360 422,961.78 1
50 SOUTH AVENIDA CORONA 8.000 3,111.17 80
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RANCHO PALOS VE CA 90275 1 04/09/96 00
1562153341 05 06/01/96 0
1562153341 O 05/01/26
0
1515334 074/074 F 1,000,000.00 ZZ
360 998,720.28 1
12813 BRISTOL CIRCLE 8.250 7,512.67 48
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LOS ANGELES CA 90049 2 05/03/96 00
1562155110 05 07/01/96 0
1562155110 O 06/01/26
0
1515335 074/074 F 270,000.00 ZZ
360 267,633.39 1
3391 N CALLE DE CATALINA 7.875 1,957.69 84
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TUCSON AZ 85749 1 03/27/96 12
1563114141 03 05/01/96 12
1563114141 O 04/01/26
0
1515336 074/074 F 414,000.00 ZZ
360 413,742.68 1
5018 RADBROOK PLACE 8.375 3,146.70 80
8.125 3,146.70 517,500.00
1
DALLAS TX 75220 1 06/20/96 00
1563123324 05 08/01/96 0
1563123324 O 07/01/26
0
1515337 074/074 F 219,600.00 ZZ
360 219,470.34 1
3002 SOUTHEST 149TH COURT 8.625 1,708.03 90
8.375 1,708.03 244,000.00
VANCOUVER WA 98683 1 06/14/96 11
1565132563 05 08/01/96 25
1565132563 O 07/01/26
0
1515341 074/074 F 258,750.00 ZZ
360 258,140.75 1
3665 PASEO VISTA FAMOSA 7.250 1,765.14 75
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RANCHO SANTA FE CA 92067 2 04/02/96 00
1567151650 03 06/01/96 0
1567151650 O 05/01/26
0
1515343 074/074 F 332,000.00 ZZ
360 331,437.46 1
5418 RENAISSANCE AVENUE 8.875 2,641.55 80
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SAN DIEGO CA 92122 5 04/22/96 00
1567156609 01 06/01/96 0
1567156609 O 05/01/26
0
1515345 074/074 F 232,150.00 ZZ
360 231,691.33 1
5538 EAST HELENA DRIVE 8.125 1,723.71 90
7.875 1,723.71 257,960.00
SCOTTSDALE AZ 85254 1 04/09/96 10
1569133207 05 06/01/96 25
1569133207 O 05/01/26
0
1515346 074/074 F 75,000.00 ZZ
360 74,711.20 1
4 LA SEMILLA ROAD 8.375 570.06 36
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TAOS NM 87571 5 04/08/96 00
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1
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360 235,600.12 1
1410 WEST EMERALD KEY COURT 8.875 1,877.73 80
8.625 1,877.73 295,000.00
GILBERT AZ 85233 5 04/18/96 00
1569141158 03 06/01/96 0
1569141158 O 05/01/26
0
1515348 074/074 F 306,000.00 ZZ
360 305,646.60 1
6311 BENT WATER DRIVE 8.750 2,407.31 90
8.500 2,407.31 340,000.00
ORANGE TX 77632 2 05/10/96 10
1571114216 05 07/01/96 25
1571114216 O 06/01/26
0
1515350 074/074 F 300,000.00 ZZ
360 298,621.29 1
1205 CALLE DEL ARROYO 8.000 2,201.30 86
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BOYES HOT SPRIN CA 95476 1 04/10/96 11
1573144149 05 06/01/96 25
1573144149 O 05/01/26
0
1515351 074/074 F 320,250.00 T
360 319,550.21 1
2350 STAR HARBOR COURT, #6 7.625 2,266.71 75
7.375 2,266.71 427,000.00
TAHOE CITY CA 96145 1 04/10/96 00
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700 ARNOLD COURT 7.875 2,088.20 80
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DIXON CA 95620 4 04/05/96 00
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0
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1
129 ELM STREET 8.125 2,038.16 90
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WOODMERE NY 11598 1 04/15/96 10
1576011720 05 06/01/96 25
1576011720 O 05/01/26
0
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518 GLENDALE STREET 8.875 614.64 75
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OWATONNA MN 55060 1 04/15/96 00
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1576011822 O 05/01/26
0
1515356 074/074 F 243,750.00 ZZ
360 243,461.13 1
648 ORANGEBURGH ROAD 8.625 1,895.87 75
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RIVER VALE NJ 07675 1 05/07/96 00
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0
1515357 074/074 F 160,000.00 ZZ
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4001 SHARON VIEW ROAD 8.500 1,230.27 80
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CHARLOTTE NC 28226 5 04/25/96 00
1577038121 05 06/01/96 0
1577038121 O 05/01/26
0
1515358 074/074 F 113,750.00 ZZ
360 113,562.20 1
501 13TH AVE. 9.000 915.26 65
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IDAHO SPRINGS CO 80452 5 04/15/96 00
1579020116 05 06/01/96 0
1579020116 O 05/01/26
0
1515360 074/074 F 108,000.00 ZZ
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7989 BROCK ROAD 8.250 811.37 80
8.000 811.37 135,000.00
PLAIN CITY OH 43064 5 05/29/96 00
1581050517 05 07/01/96 0
1
1581050517 O 06/01/26
0
1515361 074/074 F 83,900.00 ZZ
360 83,765.03 1
1749 NORTH WELLS STREET, #2105 9.125 682.64 70
8.875 682.64 119,900.00
CHICAGO IL 60614 1 04/15/96 00
1583020492 06 06/01/96 0
1583020492 O 05/01/26
0
1515362 074/074 F 480,000.00 ZZ
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8.000 3,606.08 600,000.00
BETHESDA MD 20816 2 06/13/96 00
1587033940 05 08/01/96 0
1587033940 O 07/01/26
0
1515363 074/074 F 500,000.00 ZZ
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4822 WOODMERE ROAD 7.875 3,625.35 72
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TAMPA FL 33609 5 04/12/96 00
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1515365 074/074 F 66,750.00 ZZ
360 66,674.87 1
1516 ORANGEWOOD DRIVE 8.875 531.10 75
8.625 531.10 89,000.00
LAKELAND FL 33813 2 05/21/96 00
1589046524 05 07/01/96 0
1589046524 O 06/01/26
0
1515366 074/074 F 215,000.00 ZZ
360 214,758.03 1
4608 RICHARDS COURT 8.875 1,710.64 80
8.625 1,710.64 270,000.00
TAMPA FL 33611 5 05/24/96 00
1589051364 05 07/01/96 0
1589051364 O 06/01/26
0
1
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360 223,877.64 1
1015 NE 93 STREET 9.000 1,802.36 80
8.750 1,802.36 280,000.00
MIAMI SHORES FL 33138 2 06/19/96 00
1589054216 05 08/01/96 0
1589054216 O 07/01/26
0
1515368 074/074 F 57,200.00 ZZ
360 57,105.55 1
411 LAKEVIEW STREET 9.000 460.25 65
8.750 460.25 88,000.00
ORLANDO FL 32804 5 04/17/96 00
1590010740 05 06/01/96 0
1590010740 O 05/01/26
0
1515369 074/074 F 251,750.00 ZZ
360 251,252.60 1
1522 CHARLOTTE LANE 8.125 1,869.24 95
7.875 1,869.24 265,000.00
ORLANDO FL 32804 1 04/15/96 12
1590011039 05 06/01/96 30
1590011039 O 05/01/26
0
1515370 074/074 F 221,500.00 ZZ
360 221,073.33 1
11654 SWIFTWATER CIRCLE 8.250 1,664.06 80
8.000 1,664.06 276,900.00
ORLANDO FL 32817 1 04/22/96 00
1590011072 03 06/01/96 0
1590011072 O 05/01/26
0
1515371 074/074 F 330,000.00 ZZ
360 329,204.43 3
9400 WEST BAY HARBOR DRIVE 8.125 2,450.25 75
7.875 2,450.25 440,000.00
BAY HARBOR ISLA FL 33154 2 04/08/96 00
1592028702 05 06/01/96 0
1592028702 O 05/01/26
0
1515372 074/074 F 230,250.00 ZZ
360 229,352.06 1
3672 TORITO CIRCLE 8.875 1,831.98 80
8.625 1,831.98 287,850.00
1
PALM SPRINGS CA 92264 1 04/10/96 00
1595000594 05 06/01/96 0
1595000594 O 05/01/26
0
1515376 074/074 F 379,400.00 ZZ
360 378,757.17 1
1192 DORALEE WAY 8.875 3,018.68 74
8.625 3,018.68 519,000.00
SAN JOSE CA 95125 1 04/12/96 00
1596000931 05 06/01/96 0
1596000931 O 05/01/26
0
1515377 074/074 F 270,450.00 ZZ
360 269,887.97 1
4 BROOK RUN COURT 7.875 1,960.95 90
7.625 1,960.95 300,500.00
GERMANTOWN MD 20876 1 04/30/96 14
1731136738 03 06/01/96 25
1731136738 O 05/01/26
0
1515378 074/074 F 100,000.00 ZZ
360 99,890.35 1
1434 PERRY PLACE NW 9.000 804.62 80
8.750 804.62 125,000.00
WASHINGTON DC 20010 5 05/17/96 00
1731137752 07 07/01/96 0
1731137752 O 06/01/26
0
1515379 074/074 F 255,000.00 ZZ
360 254,567.97 1
2808 FORGE ROAD 8.875 2,028.89 64
8.625 2,028.89 400,000.00
TOANO VA 23168 5 04/19/96 00
1782047828 05 06/01/96 0
1782047828 O 05/01/26
0
1515396 E22/G01 F 56,600.00 ZZ
360 56,600.00 1
403 PRESSWOOD DRIVE 9.125 460.52 75
8.875 460.52 75,500.00
SPRING TX 77386 1 07/09/96 00
0410178495 03 09/01/96 0
410178495 O 08/01/26
0
1
1515431 696/728 F 212,800.00 ZZ
360 212,800.00 1
1272 NEW HAMPSHIRE AVE NW 4 8.750 1,674.10 80
8.500 1,674.10 266,000.00
WASHINGTON DC 20036 1 07/17/96 00
0380494980 01 09/01/96 0
3124341 O 08/01/26
0
1515495 668/G01 F 285,750.00 ZZ
360 285,750.00 1
1014 WINDSOR AVENUE 8.750 2,248.00 90
8.500 2,248.00 317,500.00
OAKLAND CA 94610 1 06/27/96 04
0430003335 05 09/01/96 25
6814743 O 08/01/26
0
1515504 668/G01 F 232,000.00 ZZ
360 232,000.00 1
8565 EAST PEPPERTREE LANE 8.625 1,804.48 80
8.375 1,804.48 290,000.00
SCOTTSDALE AZ 85250 1 07/12/96 00
0430003301 05 09/01/96 0
6838015 O 08/01/26
0
1515510 003/G01 F 275,600.00 ZZ
360 275,600.00 1
3234 PACES MILL RD 8.750 2,168.15 80
8.500 2,168.15 344,500.00
ATLANTA GA 30339 1 07/02/96 00
0430001743 01 09/01/96 0
3712197 O 08/01/26
0
1515528 637/G01 F 141,000.00 ZZ
360 141,000.00 1
32-37 55TH STREET 8.750 1,109.25 68
8.500 1,109.25 210,000.00
WOODSIDE NY 11377 2 07/10/96 00
0430002907 05 09/01/96 0
4743779 O 08/01/26
0
1515532 637/G01 F 548,000.00 ZZ
360 548,000.00 1
1
3612 ALTA VISTA AVENUE 8.750 4,311.12 80
8.500 4,311.12 685,000.00
SANTA ROSA CA 95409 1 07/01/96 00
0430002485 05 09/01/96 0
9051533 O 08/01/26
0
1515536 624/728 F 229,600.00 ZZ
360 229,600.00 1
579 CURIE DRIVE 8.750 1,806.26 80
8.500 1,806.26 287,000.00
SAN JOSE CA 95123 1 07/10/96 00
0380499591 05 09/01/96 0
32012260066 O 08/01/26
0
1515537 766/G01 F 130,000.00 ZZ
360 130,000.00 1
3504 ROYAL PALM AVE 9.000 1,046.01 29
8.750 1,046.01 460,000.00
COCONUT GROVE FL 33133 2 07/16/96 00
0430001909 05 09/01/96 0
5236045 O 08/01/26
0
1515554 731/728 F 104,000.00 ZZ
360 104,000.00 2
1760 & 1762 WEST ONSTOTT ROAD 9.125 846.18 80
8.875 846.18 130,000.00
YUBA CITY CA 95993 1 07/11/96 00
0380497108 05 09/01/96 0
110540931 O 08/01/26
0
1515560 267/267 F 394,000.00 ZZ
360 394,000.00 1
1938 MILAN AVENUE 8.375 2,994.69 80
8.125 2,994.69 492,500.00
SOUTH PASEDENA CA 91030 1 07/03/96 00
4411180 05 09/01/96 0
4411180 O 08/01/26
0
1515561 267/267 F 255,000.00 ZZ
360 255,000.00 1
2517 PACIFIC AVENUE 8.375 1,938.19 54
8.125 1,938.19 480,000.00
MANHATTAN BEACH CA 90266 1 07/01/96 00
4411350 05 09/01/96 0
1
4411350 O 08/01/26
0
1515562 267/267 F 260,000.00 ZZ
360 260,000.00 1
1922 GLENCOE WAY 7.875 1,885.19 80
7.625 1,885.19 325,000.00
GLENDALE CA 91208 1 07/09/96 00
4405854 05 09/01/96 0
4405854 O 08/01/26
0
1515564 267/267 F 235,700.00 ZZ
360 234,814.37 1
31 SUNDOWN DRIVE 7.500 1,648.05 95
7.250 1,648.05 248,130.00
TRABUCO CANYON CA 92679 1 02/15/96 11
7251872 03 04/01/96 30
7251872 O 03/01/26
0
1515565 267/267 F 253,800.00 ZZ
360 253,633.98 1
5140 CLOUD AVENUE 8.125 1,884.46 90
7.875 1,884.46 282,000.00
LA CRESCENTA CA 91214 1 06/11/96 11
4407822 05 08/01/96 25
4407822 O 07/01/26
0
1515566 267/267 F 324,000.00 ZZ
360 323,788.05 1
18800 PASADERO DRIVE 8.125 2,405.70 90
7.875 2,405.70 360,000.00
TARZANA CA 91356 1 06/06/96 11
4406436 05 08/01/96 25
4406436 O 07/01/26
0
1515569 461/G01 F 242,000.00 ZZ
360 242,000.00 1
29616 SANTA ANA CANYON ROAD 8.750 1,903.82 90
8.500 1,903.82 269,000.00
HIGHLAND CA 92346 1 07/16/96 01
0430002782 05 09/01/96 25
21028162 O 08/01/26
0
1
1515571 559/G01 F 220,000.00 ZZ
360 220,000.00 1
818 MAGELLAN LANE 8.875 1,750.42 80
8.625 1,750.42 275,000.00
FOSTER CITY CA 94404 1 07/15/96 00
0430002592 09 09/01/96 0
5352299 O 08/01/26
0
1515572 559/G01 F 119,200.00 ZZ
360 119,200.00 1
7304 SW LINETTE WAY 8.750 937.75 80
8.500 937.75 149,000.00
BEAVERTON OR 97007 1 07/17/96 00
0430008193 05 09/01/96 0
5351861 O 08/01/26
0
1515573 624/728 F 224,900.00 ZZ
360 224,900.00 1
14839 AVENIDA ANITA 8.500 1,729.29 90
8.250 1,729.29 249,900.00
CHINO HILLS CA 91709 1 07/11/96 11
0380497660 05 09/01/96 25
34087760663 O 08/01/26
0
1515579 936/728 F 290,000.00 ZZ
360 290,000.00 1
3319 SPRINGHILL ROAD 8.500 2,229.85 65
8.250 2,229.85 450,000.00
LAFAYETTE CA 94549 1 07/09/96 00
0380496308 05 09/01/96 0
6088835 O 08/01/26
0
1515580 936/728 F 284,800.00 ZZ
360 284,800.00 1
2551 VALLEY OAKS ESTATES DRIVE 8.625 2,215.15 80
8.375 2,215.15 356,000.00
WILDWOOD MO 63005 1 07/16/96 00
0380496704 05 09/01/96 0
6088561 O 08/01/26
0
1515581 936/728 F 239,850.00 ZZ
360 239,850.00 1
13108 NE 203RD PLACE 8.625 1,865.53 95
8.375 1,865.53 252,500.00
1
WOODINVILLE WA 98072 1 07/01/96 14
0380497082 05 09/01/96 30
6025282 O 08/01/26
0
1515583 776/728 F 180,000.00 ZZ
360 180,000.00 1
220 CIRLCE DRIVE 8.750 1,416.07 80
8.500 1,416.07 225,000.00
FELTON CA 95018 1 07/10/96 00
0380497116 05 09/01/96 0
6233823 O 08/01/26
0
1515589 776/728 F 387,600.00 ZZ
360 387,600.00 1
1191 LITTLEOAK DRIVE 9.250 3,188.69 80
9.000 3,188.69 484,500.00
SAN JOSE CA 95129 1 07/10/96 00
0380497223 05 09/01/96 0
6233735 O 08/01/26
0
1515592 776/728 F 233,200.00 ZZ
360 233,200.00 1
13145 THOMASVILLE COURT 8.875 1,855.44 80
8.625 1,855.44 291,500.00
MOORPARK CA 93021 1 07/08/96 00
0380497017 03 09/01/96 0
2134905 O 08/01/26
0
1515597 881/728 F 260,100.00 ZZ
360 260,100.00 1
5503 KAMET COURT 8.750 2,046.21 90
8.500 2,046.21 289,000.00
VENTURA CA 93003 1 07/05/96 14
0380497074 05 09/01/96 25
602235 O 08/01/26
0
1515628 369/G01 F 240,000.00 ZZ
360 239,872.28 1
207 LA COSTA 9.125 1,952.72 78
8.875 1,952.72 310,000.00
MONTGOMERY TX 77356 4 06/18/96 00
0430008144 03 08/01/96 0
955021103 O 07/01/26
0
1
1515652 776/728 F 96,850.00 ZZ
360 96,794.28 1
7212 184TH STREET COURT EAST 8.750 761.92 75
8.500 761.92 130,000.00
PUYALLUP WA 98373 2 06/10/96 00
0380496654 05 08/01/96 0
5229664 O 07/01/26
0
1515698 964/G01 F 223,950.00 ZZ
360 223,950.00 1
1719 CORALTREE PLACE 8.250 1,682.46 80
8.000 1,682.46 279,950.00
SAN JOSE CA 95131 1 07/01/96 00
0430002006 05 09/01/96 0
18991 O 08/01/26
0
1515712 E22/G01 F 85,000.00 ZZ
360 85,000.00 1
4755 JONES BRIDGE WOODS DRIVE 8.500 653.58 62
8.250 653.58 137,500.00
ALPHARETTA GA 30202 1 07/12/96 00
0410193379 05 09/01/96 0
410193379 O 08/01/26
0
1515761 696/728 F 306,400.00 ZZ
360 306,400.00 1
8220 LAKENHEATH WAY 8.750 2,410.45 80
8.500 2,410.45 383,000.00
POTOMAC MD 20854 1 07/22/96 00
0380497629 07 09/01/96 0
3264358 O 08/01/26
0
1515775 626/G01 F 384,000.00 ZZ
360 384,000.00 1
1741 ARROYO VISTA WAY 8.250 2,884.87 80
8.000 2,884.87 480,000.00
EL DORADO HILLS CA 95762 1 07/12/96 00
0430002204 05 09/01/96 0
0637672 O 08/01/26
0
1515782 744/728 F 242,400.00 ZZ
360 242,400.00 1
1
2811 VAN BUREN STREET 8.750 1,906.96 80
8.500 1,906.96 303,000.00
ALAMEDA CA 94501 1 07/10/96 00
0380496779 05 09/01/96 0
77734 O 08/01/26
0
1515806 822/728 F 149,500.00 ZZ
360 149,500.00 2
317 PALMER ST 8.250 1,123.15 65
8.000 1,123.15 230,000.00
ELIZABETH NJ 07202 2 07/12/96 00
0380497819 05 09/01/96 0
3516006609 O 08/01/26
0
1515807 776/728 F 496,850.00 ZZ
360 496,850.00 1
1150 2ND STREET 8.500 3,820.35 75
8.250 3,820.35 662,500.00
MANHATTAN BEACH CA 90266 1 07/15/96 00
0380498379 05 09/01/96 0
6135160 O 08/01/26
0
1515812 559/G01 F 269,000.00 ZZ
360 269,000.00 1
1066 MITCHELL COURT 8.250 2,020.91 73
8.000 2,020.91 369,000.00
CAMPBELL CA 95128 1 07/16/96 00
0430009134 05 09/01/96 0
5348156 O 08/01/26
0
1515924 766/G01 F 75,000.00 ZZ
360 75,000.00 1
217 HARBOR DRIVE 8.875 596.73 26
8.625 596.73 295,000.00
KEY LARGO FL 33037 1 07/20/96 00
0430009068 05 09/01/96 0
960Z0386 O 08/01/26
0
1515945 976/728 F 224,950.00 ZZ
360 224,823.88 1
3237 RANCHO DIEGO CIRCLE 8.875 1,789.81 90
8.625 1,789.81 250,000.00
SAN DIEGO CA 92019 1 06/20/96 10
0380499617 03 08/01/96 25
1
829522 O 07/01/26
0
1515946 976/728 F 215,900.00 ZZ
360 215,758.76 1
1008 NORTH QUANTICO STREET 8.125 1,603.06 80
7.875 1,603.06 269,900.00
ARLINGTON VA 22205 1 06/28/96 00
0380499369 05 08/01/96 0
057504 O 07/01/26
0
1515948 976/728 F 302,350.00 ZZ
360 302,157.20 1
12 EAST SQUARE LANE 8.250 2,271.46 80
8.000 2,271.46 377,995.00
RICHMOND VA 23233 1 06/28/96 00
0380498015 03 08/01/96 0
844752 O 07/01/26
0
1515950 976/G01 F 350,000.00 ZZ
360 349,803.78 1
101 VIA NOVELLA 8.875 2,784.76 72
8.625 2,784.76 487,000.00
APTOS CA 95003 1 06/21/96 00
0430008276 05 08/01/96 0
129010 O 07/01/26
0
1515951 E60/728 F 436,500.00 ZZ
360 436,500.00 1
951 AVILA BEACH DRIVE 8.500 3,356.31 70
8.250 3,356.31 630,000.00
AVILA BEACH CA 93424 2 07/22/96 00
0380498213 05 09/01/96 0
510045 O 08/01/26
0
1515956 976/728 F 350,000.00 ZZ
360 350,000.00 1
855 BROOKHAVEN SPRINGS DRIVE 8.500 2,691.20 62
8.250 2,691.20 570,520.00
ATLANTA GA 30342 1 07/08/96 00
0380499625 03 09/01/96 0
080595 O 08/01/26
0
1
1516092 E22/G01 F 183,000.00 ZZ
360 183,000.00 1
1360 PARKSIDE DRIVE 8.875 1,456.03 77
8.625 1,456.03 238,000.00
TRACY CA 95376 2 07/18/96 00
0410155642 05 09/01/96 0
410155642 O 08/01/26
0
1516094 E22/G01 F 239,850.00 ZZ
360 239,850.00 1
4969 KINGSWOOD DRIVE 9.000 1,929.89 90
8.750 1,929.89 266,500.00
CARMEL IN 46033 1 07/17/96 01
0410216196 03 09/01/96 25
410216196 O 08/01/26
0
1516100 686/G01 F 71,250.00 ZZ
360 71,250.01 1
1492 WHITECAP TRACE 8.375 541.56 75
8.125 541.56 95,000.00
MARIETTA GA 30066 1 07/25/96 00
0430003459 05 09/01/96 0
817567761 O 08/01/26
0
1516154 696/G01 F 232,000.00 ZZ
360 232,000.00 1
7415 VENICE STREET 8.000 1,702.33 80
7.750 1,702.33 290,000.00
FALLS CHURCH VA 22043 1 07/25/96 00
0430004846 05 09/01/96 0
2238180 O 08/01/26
0
1516175 E19/G01 F 144,000.00 ZZ
360 144,000.00 1
7130 TIARA AVENUE 9.125 1,171.63 80
8.875 1,171.63 180,000.00
HIGHLAND CA 92346 2 07/18/96 00
0430007807 05 09/01/96 0
10426 O 08/01/26
0
1516202 964/G01 F 229,600.00 ZZ
360 229,600.00 1
1034 18TH STREET NO. #2 8.625 1,785.81 80
8.375 1,785.81 287,000.00
1
SANTA MONICA CA 90403 1 07/17/96 00
0430002618 05 09/01/96 0
19132 O 08/01/26
0
1516209 731/728 F 200,000.00 ZZ
360 200,000.00 1
107 DAISY CIRCLE 8.625 1,555.58 80
8.375 1,555.58 250,000.00
BREA CA 92821 1 07/19/96 00
0380498627 03 09/01/96 0
411612036 O 08/01/26
0
1516220 E57/728 F 297,000.00 ZZ
360 297,000.00 1
6375 GOLDEN GATE DRIVE 8.875 2,363.07 90
8.625 2,363.07 330,000.00
YORBA LINDA CA 92686 1 07/18/96 04
0380499435 05 09/01/96 25
48782005000 O 08/01/26
0
1516224 685/728 F 244,300.00 ZZ
360 244,300.00 1
1580 RANCHO HILLS DRIVE 8.875 1,943.76 80
8.625 1,943.76 305,420.00
CHINO HILLS CA 91709 1 07/12/96 00
0380499138 05 09/01/96 0
104892 O 08/01/26
0
1516229 450/728 F 232,000.00 ZZ
360 232,000.00 1
13446 CHRISTIAN BARRETT DRIVE 8.750 1,825.14 83
8.500 1,825.14 281,000.00
MOORPARK CA 93021 2 07/05/96 10
0380500166 05 09/01/96 17
4187282 O 08/01/26
0
1516265 E22/G01 F 223,500.00 ZZ
360 223,500.00 1
1707 KAY COURT 8.875 1,778.27 75
8.625 1,778.27 298,000.00
SLEEPY HOLLOW IL 60118 5 07/16/96 00
0410170880 05 09/01/96 0
410170880 O 08/01/26
0
1
1516270 076/076 F 262,000.00 ZZ
360 261,837.15 1
6101 WILLOWOOD LANE 8.375 1,991.39 51
8.125 1,991.39 520,000.00
WILLOWBROOK IL 60514 1 06/19/96 00
5659612 05 08/01/96 0
5659612 O 07/01/26
0
1516283 076/076 F 250,000.00 ZZ
360 249,840.58 1
33 SAYRES PATH 8.250 1,878.17 66
8.000 1,878.17 380,000.00
WAINSCOTT NY 11975 2 06/21/96 00
5658682 05 08/01/96 0
5658682 O 07/01/26
0
1516284 076/076 F 270,000.00 ZZ
360 269,848.63 1
UTE FOREST LANE 8.875 2,148.24 47
8.625 2,148.24 575,000.00
EDWARDS CO 81631 2 06/14/96 00
5610502 05 08/01/96 0
5610502 O 07/01/26
0
1516285 076/076 F 332,000.00 ZZ
360 331,793.64 1
25270 TERRACE GROVE ROAD 8.375 2,523.44 80
8.125 2,523.44 415,000.00
LOS GATOS CA 95030 1 06/10/96 00
5656532 05 08/01/96 0
5656532 O 07/01/26
0
1516292 076/076 F 218,200.00 ZZ
360 218,064.37 1
38303 238TH AVENUE SOUTHEAST 8.375 1,658.48 90
8.125 1,658.48 242,500.00
ENUMCLAW WA 98022 1 06/24/96 12
5649862 05 08/01/96 25
5649862 O 07/01/26
0
1516293 076/076 F 249,600.00 ZZ
360 249,448.79 1
1
1809 RIVER HEIGHTS 8.500 1,919.21 80
8.250 1,919.21 312,000.00
LITTLE ROCK AR 72202 1 06/04/96 00
5599192 05 08/01/96 0
5599192 O 07/01/26
0
1516296 076/076 F 348,000.00 ZZ
360 347,766.49 1
11 LOCUST ROAD 8.000 2,553.51 72
7.750 2,553.51 487,500.00
WESTON MA 02193 1 07/01/96 00
5597252 05 08/01/96 0
5597252 O 07/01/26
0
1516297 076/076 F 220,000.00 ZZ
360 219,863.26 1
9528 MEADOW VALLEY DRIVE 8.375 1,672.16 80
8.125 1,672.16 275,000.00
VIENNA VA 22181 1 06/28/96 00
5644322 03 08/01/96 0
5644322 O 07/01/26
0
1516300 076/076 F 282,000.00 ZZ
360 281,829.16 1
5867 DRY OAK DRIVE 8.500 2,168.34 70
8.250 2,168.34 403,000.00
SAN JOSE CA 95120 1 06/13/96 00
5639882 09 08/01/96 0
5639882 O 07/01/26
0
1516309 076/076 F 275,500.00 ZZ
360 275,319.78 1
441 WOODBINE DRIVE 8.125 2,045.58 95
7.875 2,045.58 290,000.00
PENSACOLA FL 32503 1 06/28/96 10
7041832 05 08/01/96 30
7041832 O 07/01/26
0
1516315 076/076 F 255,550.00 ZZ
360 255,391.17 1
913 UPPER HASTINGS WAY 8.375 1,942.36 95
8.125 1,942.36 269,000.00
VIRGINIA BEACH VA 23452 1 06/14/96 12
6098802 05 08/01/96 30
1
6098802 O 07/01/26
0
1516316 076/076 F 228,000.00 ZZ
360 227,868.82 1
715 ELKMONT DRIVE 8.750 1,793.68 78
8.500 1,793.68 295,000.00
ATLANTA GA 30306 2 06/07/96 00
5927612 05 08/01/96 0
5927612 O 07/01/26
0
1516318 076/076 F 256,000.00 ZZ
360 255,836.75 1
11204 CRANBROOK LANE 8.250 1,923.25 80
8.000 1,923.25 320,000.00
OAKTON VA 22124 1 06/27/96 00
6099642 05 08/01/96 0
6099642 O 07/01/26
0
1516322 076/076 F 268,000.00 ZZ
360 267,837.64 1
9747 SOUTH CLAIRTON LANE 8.500 2,060.69 80
8.250 2,060.69 335,000.00
HIGHLANDS RANCH CO 80126 1 06/07/96 00
7012667 03 08/01/96 0
7012667 O 07/01/26
0
1516324 076/076 F 247,000.00 ZZ
360 246,868.55 1
2490 NEVILLE LANE 9.125 2,009.68 74
8.875 2,009.68 335,000.00
MEDFORD OR 97501 5 06/18/96 00
7013293 05 08/01/96 0
7013293 O 07/01/26
0
1516334 076/076 F 75,000.00 ZZ
360 74,921.93 1
5936 MARS DRIVE 9.250 617.01 69
9.000 617.01 110,000.00
FORT COLLINS CO 80525 1 05/30/96 00
7039724 05 07/01/96 0
7039724 O 06/01/26
0
1
1516337 076/076 F 318,750.00 ZZ
360 318,575.89 1
36 ROSENBROOK DRIVE 9.000 2,564.74 75
8.750 2,564.74 425,000.00
LINCOLN PARK NJ 07035 2 06/03/96 00
7039564 05 08/01/96 0
7039564 O 07/01/26
0
1516351 076/076 F 350,000.00 ZZ
360 349,776.82 1
33 THATCH PALM WAY 8.250 2,629.43 60
8.000 2,629.43 585,000.00
KEY LARGO FL 33037 1 06/13/96 00
7037171 03 08/01/96 0
7037171 O 07/01/26
0
1516352 696/728 F 321,000.00 ZZ
360 321,000.00 1
15831 BERRYVILLE ROAD 9.000 2,582.84 36
8.750 2,582.84 910,000.00
GERMANTOWN MD 20874 5 07/24/96 00
0380498585 05 09/01/96 0
2138281 O 08/01/26
0
1516353 076/076 F 288,000.00 ZZ
360 287,834.30 1
19 RIDGEFIELD ROAD 8.750 2,265.70 80
8.500 2,265.70 360,000.00
NEW CITY NY 10956 1 06/04/96 00
6042682 05 08/01/96 0
6042682 O 07/01/26
0
1516354 076/076 F 306,000.00 ZZ
360 305,814.62 1
5971 COLORVIEW COURT 8.500 2,352.88 90
8.250 2,352.88 340,000.00
SAN JOSE CA 95120 1 06/12/96 01
6051992 05 08/01/96 25
6051992 O 07/01/26
0
1516362 076/076 F 320,000.00 ZZ
360 319,801.10 1
1260 BELLAIR WAY 8.375 2,432.23 52
8.125 2,432.23 620,000.00
1
MENLO PARK CA 94025 1 06/25/96 00
6061612 05 08/01/96 0
6061612 O 07/01/26
0
1516364 076/076 F 127,500.00 ZZ
360 127,352.74 1
3027 INDIGO COURT 8.750 1,003.05 75
8.500 1,003.05 170,000.00
FORT COLLINS CO 80525 2 05/29/96 00
7039728 05 07/01/96 0
7039728 O 06/01/26
0
1516365 076/076 F 400,000.00 ZZ
360 399,757.68 1
14000 SHORT HILL COURT 8.500 3,075.65 35
8.250 3,075.65 1,175,000.00
SARATOGA CA 95070 1 06/14/96 00
6066192 05 08/01/96 0
6066192 O 07/01/26
0
1516366 624/728 F 253,850.00 ZZ
360 253,850.00 1
2613 TARTAN DRIVE 8.625 1,974.42 95
8.375 1,974.42 267,250.00
SANTA CLARA CA 95051 1 07/15/96 04
0380499955 05 09/01/96 30
63005160973 O 08/01/26
0
1516383 076/076 F 60,000.00 T
360 59,937.54 1
1485 EMPIRE AVENUE #417 9.250 493.61 40
9.000 493.61 150,000.00
PARK CITY UT 84060 2 05/30/96 00
7018495 01 07/01/96 0
7018495 O 06/01/26
0
1516409 076/076 F 319,500.00 ZZ
360 319,306.44 1
5995 SW 130 TERRACE 8.500 2,456.68 90
8.250 2,456.68 355,000.00
MIAMI FL 33156 1 06/20/96 12
7036814 05 08/01/96 25
7036814 O 07/01/26
0
1
1516415 076/076 F 90,000.00 ZZ
360 89,707.52 1
1533 EAST FORBUSH DRIVE 8.750 708.04 70
8.500 708.04 129,900.00
SANDY UT 84093 1 05/24/96 00
7018476 05 07/01/96 0
7018476 O 06/01/26
0
1516419 E19/G01 F 337,500.00 ZZ
360 337,500.00 1
4441 GABLE DRIVE 9.000 2,715.60 90
ENCINO AREA 8.750 2,715.60 375,000.00
LOS ANGELES CA 91316 1 07/26/96 10
0430008888 05 09/01/96 25
10931 O 08/01/26
0
1516438 076/076 F 228,000.00 ZZ
360 227,872.18 1
15217 CHAMBERY 8.875 1,814.07 95
8.625 1,814.07 240,000.00
LITTLE ROCK AR 72212 1 06/26/96 11
6096562M 03 08/01/96 30
6096562M O 07/01/26
0
1516441 076/076 F 675,000.00 ZZ
360 674,535.47 1
135 CRAFTS ROAD 7.875 4,894.22 80
7.625 4,894.22 850,000.00
BROOKLINE MA 02146 1 06/14/96 00
5618052 05 08/01/96 0
5618052 O 07/01/26
0
1516445 559/728 F 270,000.00 ZZ
360 270,000.00 1
7 RAFFLES COURT 8.375 2,052.20 90
8.125 2,052.20 300,000.00
PETALUMA CA 94954 1 07/15/96 10
0380498643 03 09/01/96 25
5350202 O 08/01/26
0
1516448 076/076 F 351,000.00 ZZ
360 351,000.00 1
1
1262 LLANDWOOD AVENUE 8.750 2,761.32 90
8.500 2,761.32 390,000.00
RICHLAND WA 99352 1 07/08/96 11
7044527 03 09/01/96 25
7044527 O 08/01/26
0
1516450 076/076 F 102,000.00 ZZ
360 101,945.72 1
71 WILLINGTON WAY 9.125 829.91 75
8.875 829.91 136,000.00
NEWMAN GA 30265 2 06/24/96 00
7043714 03 08/01/96 0
7043714 O 07/01/26
0
1516453 076/076 F 234,500.00 ZZ
360 234,371.90 1
8605 OAK CHASE CIRCLE 9.000 1,886.85 73
8.750 1,886.85 324,000.00
FAIRFAX STATION VA 22039 2 06/19/96 00
7043172 03 08/01/96 0
7043172 O 07/01/26
0
1516464 076/076 F 310,000.00 ZZ
360 309,816.98 1
42746 BARON STREET 8.625 2,411.15 74
8.375 2,411.15 419,000.00
FREMONT CA 94539 1 06/20/96 00
5918922 05 08/01/96 0
5918922 O 07/01/26
0
1516467 076/076 F 400,000.00 ZZ
360 399,751.38 1
239 KENRICK STREET 8.375 3,040.29 43
8.125 3,040.29 941,000.00
NEWTON MA 02158 1 06/17/96 00
5793682 05 08/01/96 0
5793682 O 07/01/26
0
1516469 076/076 F 369,000.00 ZZ
360 368,770.64 1
51 CEDAR AVENUE 8.375 2,804.67 90
8.125 2,804.67 410,000.00
PLEASANTVILLE NY 10570 1 06/26/96 01
5781562 05 08/01/96 25
1
5781562 O 07/01/26
0
1516470 076/076 F 290,250.00 ZZ
360 290,250.00 1
231 SOUTH STREET 8.250 2,180.56 75
8.000 2,180.56 387,000.00
BROOKLINE MA 02134 1 07/08/96 00
5661532 05 09/01/96 0
5661532 O 08/01/26
0
1516481 076/076 F 275,450.00 ZZ
360 275,295.58 1
20888 NORTH BUFFALO RUN 8.875 2,191.60 80
8.625 2,191.60 344,350.00
KILDEER IL 60047 1 06/26/96 00
5628862 05 08/01/96 0
5628862 O 07/01/26
0
1516483 076/076 F 672,000.00 ZZ
360 671,243.75 1
15335 KENNEDY ROAD 8.875 5,346.73 80
8.625 5,346.73 840,000.00
LOS GATOS CA 95032 1 05/09/96 00
4531957 05 07/01/96 0
4531957 O 06/01/26
0
1516485 076/076 F 267,300.00 ZZ
360 267,150.15 1
2 S 466 WHITE BIRCH LANE 8.875 2,126.76 90
8.625 2,126.76 297,000.00
WHEATON IL 60187 1 06/28/96 10
5631602 05 08/01/96 25
5631602 O 07/01/26
0
1516486 076/076 F 264,000.00 ZZ
360 263,679.01 1
37 FOREST VIEW DRIVE 8.500 2,029.93 80
8.250 2,029.93 330,000.00
ASHEVILLE NC 28804 1 05/31/96 00
5635602 05 07/01/96 0
5635602 O 06/01/26
0
1
1516492 076/076 F 288,000.00 ZZ
360 287,816.35 1
1246 REDONDO DRIVE 8.250 2,163.65 80
8.000 2,163.65 360,000.00
SAN JOSE CA 95125 1 06/04/96 00
5623212 05 08/01/96 0
5623212 O 07/01/26
0
1516495 076/076 F 230,550.00 ZZ
360 230,402.98 1
6544 27TH STREET NORTH 8.250 1,732.05 90
8.000 1,732.05 256,200.00
ARLINGTON VA 22213 1 06/25/96 04
6084972 05 08/01/96 25
6084972 O 07/01/26
0
1516496 685/728 F 384,000.00 ZZ
360 384,000.00 1
24236 NOTTINGHAM COURT 8.625 2,986.71 80
8.375 2,986.71 480,000.00
VALENCIA AREA CA 91355 1 07/08/96 00
0380497926 03 09/01/96 0
104982 O 08/01/26
0
1516497 076/076 F 375,000.00 ZZ
360 374,772.82 1
10797 MIGUELITO ROAD 8.500 2,883.43 66
8.250 2,883.43 575,000.00
SAN JOSE CA 95127 1 06/21/96 00
6087502 05 08/01/96 0
6087502 O 07/01/26
0
1516504 076/076 F 475,000.00 ZZ
360 474,704.76 1
20203 SKYLINE BOULEVARD 8.375 3,610.34 80
8.125 3,610.34 595,000.00
WOODSIDE CA 94062 1 06/19/96 00
6073812 05 08/01/96 0
6073812 O 07/01/26
0
1516505 076/076 F 270,000.00 ZZ
360 269,827.83 1
6812 TULIP HILL TERRACE 8.250 2,028.42 77
8.000 2,028.42 355,000.00
1
BETHESDA MD 20816 1 06/14/96 00
6076522 05 08/01/96 0
6076522 O 07/01/26
0
1516506 076/076 F 221,250.00 ZZ
360 221,119.37 1
3729 ROXBURY LANE 8.625 1,720.86 75
8.375 1,720.86 295,000.00
PLANO TX 75025 1 06/28/96 00
6075302 05 08/01/96 0
6075302 O 07/01/26
0
1516509 685/G01 F 198,750.00 ZZ
360 198,750.00 1
20342 131ST PLACE SOUTHEAST 8.750 1,563.57 75
8.500 1,563.57 265,000.00
KENT WA 98031 2 07/22/96 00
0430005470 05 09/01/96 0
105047 O 08/01/26
0
1516510 070/070 F 234,000.00 ZZ
360 233,034.86 1
11698 ONYX STREET 7.750 1,676.40 90
7.500 1,676.40 260,000.00
CYPRESS CA 90630 1 04/03/96 22
1013689 05 06/01/96 25
1013689 O 05/01/26
0
1516511 070/070 F 376,000.00 ZZ
360 375,783.68 1
4390 PARK MILANO 8.750 2,957.99 80
8.500 2,957.99 470,000.00
CALABASAS CA 91302 1 06/21/96 00
1059442 05 08/01/96 0
1059442 O 07/01/26
0
1516512 070/070 F 254,750.00 ZZ
360 254,246.69 1
19702 TORRES WAY 8.125 1,891.51 80
7.875 1,891.51 318,467.00
RANCHO SANTA MA CA 92688 1 04/04/96 00
1085817 03 06/01/96 0
1085817 O 05/01/26
0
1
1516513 070/070 F 256,000.00 ZZ
360 255,844.91 1
3873 ROYAL WOODS DRIVE 8.500 1,968.42 80
8.250 1,968.42 320,000.00
SHERMAN OAKS CA 91403 1 06/03/96 00
1276372 05 08/01/96 0
1276372 O 07/01/26
0
1516514 070/070 F 221,600.00 ZZ
360 221,465.76 1
5140 GREENBUSH AVENUE 8.500 1,703.91 80
8.250 1,703.91 277,000.00
SHERMAN OAKS (A CA 91403 1 06/03/96 00
1276564 05 08/01/96 0
1276564 O 07/01/26
0
1516518 070/070 F 444,000.00 ZZ
360 443,731.02 1
272 SOUTH IRVING BOULEVARD 8.500 3,413.98 80
8.250 3,413.98 555,000.00
LOS ANGELES CA 90004 1 06/13/96 00
1449315 05 08/01/96 0
1449315 O 07/01/26
0
1516519 070/070 F 243,200.00 ZZ
360 243,052.67 1
19952 EAGLE RIDGE LANE 8.500 1,870.00 80
8.250 1,870.00 304,000.00
(NORTHRIDGE ARE CA 91326 2 06/21/96 00
1449867 05 08/01/96 0
1449867 O 07/01/26
0
1516520 070/070 F 308,000.00 ZZ
360 307,822.79 1
4430 FOREMAN AVENUE 8.750 2,423.04 80
8.500 2,423.04 385,000.00
(TOLUCA LAKE AR CA 91602 1 06/20/96 00
1450234 05 08/01/96 0
1450234 O 07/01/26
0
1516525 070/070 F 251,900.00 ZZ
360 251,609.08 1
1
2810 HIDDEN HILLS WAY 8.750 1,981.70 90
7.875 1,981.70 279,900.00
CORONA CA 91720 1 05/09/96 22
1512319 05 07/01/96 25
1512319 O 06/01/26
0
1516528 070/070 F 274,000.00 ZZ
360 273,825.28 1
6928 BROOKFORD DRIVE 8.250 2,058.47 80
8.000 2,058.47 344,000.00
RANCHO PALOS VE CA 90275 1 06/21/96 00
1527714 05 08/01/96 0
1527714 O 07/01/26
0
1516529 070/070 F 252,000.00 ZZ
360 251,843.37 1
1134 1ST STREET 8.375 1,915.38 80
8.125 1,915.38 315,000.00
HERMOSA BEACH CA 90254 1 06/22/96 00
1527824 05 08/01/96 0
1527824 O 07/01/26
0
1516532 070/070 F 406,400.00 ZZ
360 406,160.06 1
30 TRINITY 8.625 3,160.94 80
8.375 3,160.94 508,077.00
IRVINE CA 92715 1 06/18/96 00
1647008 03 08/01/96 0
1647008 O 07/01/26
0
1516535 070/070 F 264,800.00 ZZ
360 264,496.88 1
14949 VALLEY VISTA BLVD. 8.625 2,059.59 90
8.375 2,059.59 294,600.00
SHERMAN OAKS CA 91403 1 06/27/96 14
1874711 05 08/01/96 25
1874711 O 07/01/26
0
1516537 070/070 F 260,000.00 BB
360 259,821.07 1
17552 PUTNEY CIRCLE 7.875 1,885.18 80
7.625 1,885.18 325,000.00
HUNTINGTON BEAC CA 92649 1 06/07/96 00
1884450 05 08/01/96 0
1
1884450 O 07/01/26
0
1516541 070/070 F 250,000.00 ZZ
360 250,000.00 1
4940 BURNSIDE ROAD 8.500 1,922.28 56
8.250 1,922.28 450,000.00
SEBASTOPOL CA 95472 1 07/15/96 00
1908210 05 09/01/96 0
1908210 O 08/01/26
0
1516543 070/070 F 215,000.00 ZZ
360 214,879.46 1
8 LEWIS STREET 8.875 1,710.64 86
8.625 1,710.64 250,000.00
BAYVILLE NY 11709 1 06/10/96 04
1909846 05 08/01/96 25
1909846 O 07/01/26
0
1516545 070/070 F 376,000.00 ZZ
360 375,754.04 1
322 WHITES LANDING 8.125 2,791.79 80
7.875 2,791.79 470,000.00
LONG BEACH CA 90803 1 06/10/96 00
2018419 03 08/01/96 0
2018419 O 07/01/26
0
1516549 070/070 F 105,000.00 ZZ
360 104,934.73 1
613 ONEAWA STREET 8.375 798.08 70
8.125 798.08 150,000.00
KAILUA HI 96734 1 07/01/96 00
2112357 05 08/01/96 0
2112357 O 07/01/26
0
1516550 070/070 F 468,000.00 ZZ
360 467,709.11 1
257 PORTLOCK ROAD 8.375 3,557.14 80
8.125 3,557.14 585,000.00
HONOLULU HI 96825 1 06/24/96 00
2112559 05 08/01/96 0
2112559 O 07/01/26
0
1
1516551 070/070 F 337,500.00 ZZ
360 337,295.55 1
1494 KINA STREET 8.500 2,595.08 90
8.250 2,595.08 375,000.00
KAILUA HI 96734 1 06/19/96 21
2113524 05 08/01/96 25
2113524 O 07/01/26
0
1516552 070/070 F 560,000.00 ZZ
360 559,677.81 1
98-811 KAAHELE STREET 8.750 4,405.52 80
8.500 4,405.52 700,000.00
AIEA HI 96701 1 06/24/96 00
2114010 03 08/01/96 0
2114010 O 07/01/26
0
1516553 070/070 F 396,000.00 ZZ
360 394,972.48 1
3725 MANINI WAY 8.250 2,975.02 80
8.000 2,975.02 495,000.00
HONOLULU HI 96816 1 06/28/96 00
2114120 05 08/01/96 0
2114120 O 07/01/26
0
1516554 070/070 F 238,350.00 ZZ
360 238,201.85 1
1013 LAKERIDGE PLACE 8.375 1,811.63 90
8.125 1,811.63 264,900.00
SAN RAMON CA 94583 1 05/30/96 14
2371797 03 08/01/96 25
2371797 O 07/01/26
0
1516555 070/070 F 260,000.00 ZZ
360 259,841.67 1
832 AVONOAK TERRACE 8.500 1,999.18 76
8.250 1,999.18 344,000.00
GLENDALE CA 91206 1 06/09/96 00
2390555 05 08/01/96 0
2390555 O 07/01/26
0
1516557 070/070 F 288,900.00 ZZ
360 288,720.43 1
1921 EL ARBOLITA DRIVE 8.375 2,195.85 90
8.125 2,195.85 321,000.00
1
GLENDALE CA 91204 1 06/07/96 14
2394192 05 08/01/96 25
2394192 O 07/01/26
0
1516558 070/070 F 360,000.00 ZZ
360 359,787.46 1
315 CAMINO DEL SOL 8.625 2,800.04 80
8.375 2,800.04 450,000.00
SOUTH PASADENA CA 91030 1 06/18/96 00
2395080 05 08/01/96 0
2395080 O 07/01/26
0
1516560 070/070 F 325,000.00 ZZ
360 324,770.62 1
7508 CHESTNUT HILL DR 7.750 2,328.34 49
7.500 2,328.34 672,500.00
PROSPECT KY 40059 1 07/01/96 00
2546805 05 08/01/96 0
2546805 O 07/01/26
0
1516562 070/070 F 438,000.00 ZZ
360 437,734.66 1
3830 EAST ROLLING GREEN LANE 8.500 3,367.84 78
8.250 3,367.84 565,000.00
ORANGE CA 92669 2 06/24/96 00
2701084 03 08/01/96 0
2701084 O 07/01/26
0
1516563 070/070 F 400,000.00 ZZ
360 399,757.68 1
1621 DOROTHY LANE 8.500 3,075.65 80
8.250 3,075.65 500,000.00
NEWPORT BEACH CA 92660 1 06/17/96 00
2701653 05 08/01/96 0
2701653 O 07/01/26
0
1516564 070/070 F 218,300.00 ZZ
360 218,153.52 1
11114 INNSBROOK WAY 8.000 1,601.81 80
7.750 1,601.81 272,915.00
IJAMSVILLE MD 21754 1 06/27/96 00
2732143 03 08/01/96 0
2732143 O 07/01/26
0
1
1516566 070/070 F 211,850.00 ZZ
360 211,639.76 1
3109 GOODVIEW TRAIL 8.875 1,685.57 95
(HOLLYWOOD AREA) 8.625 1,685.57 223,000.00
LOS ANGELES CA 90068 1 06/06/96 14
2757917 05 08/01/96 30
2757917 O 07/01/26
0
1516567 070/070 F 105,000.00 ZZ
360 105,000.00 1
295 NORTHEAST 4TH STREET #10 8.750 826.04 52
8.500 826.04 205,000.00
GRESHAM OR 97030 1 07/03/96 00
2783185 09 09/01/96 0
2783185 O 08/01/26
0
1516569 070/070 F 252,450.00 ZZ
360 252,450.00 1
735 LIDO DRIVE 8.375 1,918.80 90
8.125 1,918.80 280,500.00
LIVERMORE CA 94550 1 07/10/96 14
2802063 05 09/01/96 30
2802063 O 08/01/26
0
1516570 070/070 F 374,500.00 ZZ
360 374,284.54 1
2257 CONCORD AVENUE 8.750 2,946.19 68
8.500 2,946.19 555,000.00
BRENTWOOD CA 94513 1 06/18/96 00
2855359 05 08/01/96 0
2855359 O 07/01/26
0
1516571 070/070 F 232,000.00 ZZ
360 231,859.45 1
3116 235TH PLACE S.E. 8.500 1,783.88 75
8.250 1,783.88 310,000.00
ISSAQUAH WA 98029 1 06/05/96 00
3002188 03 08/01/96 0
3002188 O 07/01/26
0
1516573 070/070 F 100,000.00 ZZ
360 100,000.00 1
1
19506 AVENUE 240 9.000 804.62 63
8.750 804.62 160,000.00
LINDSAY CA 93247 1 07/25/96 00
4060360 05 09/01/96 0
4060360 O 08/01/26
0
1516575 070/070 F 228,950.00 ZZ
360 228,950.00 1
4740 VIA DE LA MULA 8.500 1,760.43 95
8.250 1,760.43 241,000.00
YORBA LINDA CA 92686 1 07/22/96 14
4063096 03 09/01/96 30
4063096 O 08/01/26
0
1516577 070/070 F 291,950.00 ZZ
360 291,794.63 1
1144 BRANTLEY ESTATES DR 9.125 2,375.41 95
8.875 2,375.41 307,353.00
ALTAMONTE SPRIN FL 32714 1 06/28/96 04
4137679 03 08/01/96 30
4137679 O 07/01/26
0
1516578 070/070 F 300,000.00 ZZ
360 300,000.00 1
219 TUSTIN AVENUE 8.500 2,306.74 69
8.250 2,306.74 440,000.00
NEWPORT BEACH CA 92663 1 07/16/96 00
4164774 05 09/01/96 0
4164774 O 08/01/26
0
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4221084 O 07/01/26
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1
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2167 LOMA VISTA STREET 8.375 1,687.36 80
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RT 688 8.500 5,766.85 60
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WARRENTON VA 22186 2 02/26/96 00
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5735072 O 03/01/26
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1516620 074/074 F 255,000.00 ZZ
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417 PACIFIC STREET 8.375 1,938.19 75
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42 WEST 9TH STREET, APT #13 9.000 2,112.14 75
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25 MERRICK ROAD 9.000 482.78 60
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170 CHASE ROAD 8.750 885.03 75
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1516631 074/074 F 144,300.00 ZZ
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6090 CONDREN ROAD 8.625 1,122.36 65
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200 WINSTON DRIVE, UNIT 1419 7.250 1,991.96 80
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CLIFFSIDE PARK NJ 07010 2 03/26/96 00
1112056131 06 05/01/96 0
1112056131 O 04/01/26
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1
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271 LAKEVIEW AVENUE 8.625 2,022.26 80
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RINGWOOD NJ 07456 5 06/10/96 00
1112070755 05 08/01/96 0
1112070755 O 07/01/26
0
1516637 074/074 F 360,000.00 ZZ
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1171151849 O 07/01/26
0
1516639 074/074 F 228,200.00 ZZ
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315 SHISLER CT 7.875 1,654.61 95
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1171155340 O 06/01/26
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2 SOMERO LN 7.875 2,175.21 61
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WILMINGTON DE 19807 1 05/31/96 00
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1181077673 O 06/01/26
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1516642 074/074 F 89,050.00 ZZ
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NOGALES AZ 85621 2 05/16/96 00
1221156150 05 07/01/96 0
1221156150 O 06/01/26
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1
1020 VALLEY ROAD 8.375 1,531.55 65
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CARBONDALE CO 81623 1 06/12/96 00
1274000207 03 08/01/96 0
1274000207 O 07/01/26
0
1516645 074/074 F 125,800.00 ZZ
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1880 SOUTH CLUB DRIVE 8.375 956.17 78
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WELLINGTON FL 33414 1 06/20/96 00
1303014586 03 08/01/96 0
1303014586 O 07/01/26
0
1516646 074/074 F 217,000.00 ZZ
360 216,868.54 1
12101 SW 103 STREET 8.500 1,668.54 79
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MIAMI FL 33186 2 06/06/96 00
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1311260090 O 07/01/26
0
1516647 074/074 F 269,900.00 ZZ
360 269,752.57 1
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ORLANDO FL 32819 1 06/14/96 04
1331146100 03 08/01/96 25
1331146100 O 07/01/26
0
1516648 074/074 F 65,000.00 ZZ
360 64,960.63 1
820 SUTTON HILL ROAD 8.500 499.79 57
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NASHVILLE TN 37204 5 06/05/96 00
1341021327 05 08/01/96 0
1341021327 O 07/01/26
0
1516650 074/074 F 225,000.00 ZZ
360 224,863.69 1
5371 REDFIELD DRIVE 8.500 1,730.06 75
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DUNWOODY GA 30338 1 06/17/96 00
1371114438 03 08/01/96 0
1
1371114438 O 07/01/26
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138 CHINQUAPIN ORCHARD 8.375 2,736.27 80
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YORKTOWN VA 23693 1 04/20/96 00
1500138510 03 06/01/96 0
1500138510 O 05/01/26
0
1516656 074/074 F 244,700.00 ZZ
360 243,035.42 1
11543 HEMINGWAY DRIVE 7.875 1,774.25 71
7.625 1,774.25 344,725.00
RESTON VA 22094 1 02/22/96 00
1500182158 09 04/01/96 0
1500182158 O 03/01/26
0
1516658 074/074 F 343,900.00 ZZ
360 343,219.44 1
3730 MILITARY ROAD NW 8.125 2,553.45 74
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WASHINGTON DC 20015 2 04/11/96 00
1500198996 07 06/01/96 0
1500198996 O 05/01/26
0
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261 LINDEN LANE 8.875 1,193.47 26
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MERION PA 19066 5 05/23/96 00
1500205424 05 07/01/96 0
1500205424 O 06/01/26
0
1516661 074/074 F 79,000.00 ZZ
360 78,876.19 1
162 HIDDEN POND CIRCLE 9.250 649.91 44
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SMITHTOWN NY 11787 1 04/29/96 00
1500205628 05 06/01/96 0
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1
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102 UNION STREET 9.250 1,069.48 56
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NORFORK MA 02056 5 04/24/96 00
1500208502 05 06/01/96 0
1500208502 O 05/01/26
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1516666 074/074 F 346,500.00 ZZ
360 346,078.68 1
40 SUGAR TOMS RIDGE 8.500 2,664.29 90
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EAST NORWICH NY 11732 1 05/31/96 04
1500212180 03 07/01/96 30
1500212180 O 06/01/26
0
1516668 074/074 F 206,000.00 ZZ
360 205,768.17 1
1596 JOHNSON AVENUE 8.875 1,639.03 73
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ELMONT NY 11003 2 05/22/96 00
1500219360 05 07/01/96 0
1500219360 O 06/01/26
0
1516669 074/074 F 232,000.00 ZZ
360 231,869.93 1
246 PINE ORCHARD ROAD 8.875 1,845.90 95
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BRANFORD CT 06405 1 06/03/96 04
1500219870 05 08/01/96 30
1500219870 O 07/01/26
0
1516673 074/074 F 310,500.00 ZZ
360 310,325.93 1
4611 WALNUT HILL LANE 8.875 2,470.48 90
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DALLAS TX 75229 1 06/18/96 10
1504038834 05 08/01/96 25
1504038834 O 07/01/26
0
1516674 074/074 F 228,000.00 ZZ
360 227,593.26 1
2211 MELISSA LN 8.625 1,773.36 95
8.375 1,773.36 240,000.00
1
PALESTINE TX 75801 1 04/30/96 10
1504041271 05 06/01/96 30
1504041271 O 05/01/26
0
1516675 074/074 F 460,000.00 ZZ
360 459,713.42 1
4631 WILDWOOD ROAD 8.375 3,496.33 80
8.125 3,496.33 580,000.00
DALLAS TX 75209 1 06/05/96 00
1504042376 05 08/01/96 0
1504042376 O 07/01/26
0
1516676 074/074 F 252,000.00 ZZ
360 251,685.63 1
1513 LOST LAKE DRIVE 8.375 1,915.39 90
8.125 1,915.39 280,000.00
KELLER TX 76248 1 05/23/96 11
1504042900 05 07/01/96 25
1504042900 O 06/01/26
0
1516679 074/074 F 245,250.00 ZZ
360 245,101.43 1
1004 KERN DRIVE 8.500 1,885.76 90
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EL PASO TX 79902 1 06/20/96 11
1504046402 05 08/01/96 25
1504046402 O 07/01/26
0
1516680 074/074 F 233,200.00 ZZ
360 232,524.23 1
10065 HIDDEN HOLLOW LANE 8.500 1,793.11 90
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OKLAHOMA CITY OK 73151 2 04/26/96 04
1505009478 03 06/01/96 25
1505009478 O 05/01/26
0
1516681 074/074 F 358,500.00 ZZ
360 357,826.84 1
5150 NW 110TH AVE 8.375 2,724.86 75
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POLK CITY IA 50226 5 04/22/96 00
1505035194 05 06/01/96 0
1505035194 O 05/01/26
0
1
1516682 074/074 F 243,200.00 T
360 242,766.16 1
4616 LONETREE DRIVE 8.625 1,891.58 80
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LOVELAND CO 80537 1 04/19/96 00
1506117603 05 06/01/96 0
1506117603 O 05/01/26
0
1516683 074/074 F 300,000.00 T
360 299,243.94 1
7010 ROYAL STREET WEST #5 8.375 2,280.22 74
8.125 2,280.22 410,000.00
PARK CITY UT 84060 1 04/10/96 00
1506119063 01 06/01/96 0
1506119063 O 05/01/26
0
1516686 074/074 F 229,500.00 ZZ
360 229,213.70 1
935 SOUTH SEDONA LANE 8.375 1,744.37 90
8.125 1,744.37 255,000.00
ANAHEIM CA 92808 2 05/16/96 10
1506128188 03 07/01/96 25
1506128188 O 06/01/26
0
1516687 074/074 F 265,500.00 ZZ
360 265,185.35 1
170 NORTH BOBWHITE WAY 8.625 2,065.04 90
8.375 2,065.04 295,000.00
ORANGE CA 92669 2 05/17/96 10
1506130099 05 07/01/96 25
1506130099 O 06/01/26
0
1516688 074/074 F 221,500.00 ZZ
360 220,783.98 1
2124 USA DRIVE 8.250 1,664.06 88
8.000 1,664.06 252,000.00
PLANO TX 75025 2 03/06/96 04
1507092279 05 04/01/96 25
1507092279 O 03/01/26
0
1516689 074/074 F 460,700.00 ZZ
360 459,284.61 1
1
4604 WESTBURY DRIVE 7.375 3,181.95 80
7.125 3,181.95 580,000.00
COLLEYVILLE TX 76034 2 03/07/96 00
1507105097 03 05/01/96 0
1507105097 O 04/01/26
0
1516690 074/074 F 356,000.00 ZZ
360 355,278.61 1
872 ARCTURUS CIRCLE 8.000 2,612.20 80
7.750 2,612.20 445,000.00
FOSTER CITY CA 94404 1 04/24/96 00
1507134845 05 06/01/96 0
1507134845 O 05/01/26
0
1516691 074/074 F 265,000.00 ZZ
360 264,502.41 1
7706 RUBY DRIVE SW 8.375 2,014.19 75
8.125 2,014.19 355,000.00
TACOMA WA 98498 5 04/25/96 00
1507139044 05 06/01/96 0
1507139044 O 05/01/26
0
1516693 074/074 F 320,000.00 ZZ
360 319,457.83 1
601 DOMINION DRIVE 8.875 2,546.06 80
8.625 2,546.06 400,000.00
SOUTHLAKE TX 76092 1 05/03/96 00
1507141986 03 07/01/96 0
1507141986 O 06/01/26
0
1516695 074/074 F 310,400.00 ZZ
360 309,971.36 1
20868 NEEDLEPINE CT 7.875 2,250.62 95
7.625 2,250.62 326,751.00
ASHBURN VA 22011 1 05/31/96 10
1507150342 03 07/01/96 30
1507150342 O 06/01/26
0
1516696 074/074 F 267,050.00 ZZ
360 266,716.86 1
6646 AUTUMN WIND CIRCLE 8.375 2,029.78 75
8.125 2,029.78 356,077.00
CLARKSVILLE MD 21029 1 05/31/96 00
1507154558 03 07/01/96 0
1
1507154558 O 06/01/26
0
1516697 074/074 F 225,850.00 ZZ
360 225,414.96 1
4001 FAIRWOOD DRIVE 8.250 1,696.74 80
8.000 1,696.74 282,350.00
MIDLAND TX 79707 1 04/30/96 00
1509939948 03 06/01/96 0
1509939948 O 05/01/26
0
1516698 074/074 F 254,100.00 ZZ
360 253,798.87 1
304 RYAN PATRICK LANE 8.625 1,976.37 95
8.375 1,976.37 267,500.00
LEWISVILLE NC 27023 1 05/30/96 01
1511006441 03 07/01/96 30
1511006441 O 06/01/26
0
1516699 074/074 F 219,750.00 ZZ
360 219,482.80 1
8129 KNEBWORTH COURT 8.500 1,689.69 90
8.250 1,689.69 244,200.00
RALEIGH NC 27613 1 05/31/96 12
1511009144 05 07/01/96 25
1511009144 O 06/01/26
0
1516700 074/074 F 440,000.00 ZZ
360 439,478.59 1
2860 CESSNA WAY 8.625 3,422.27 80
8.375 3,422.27 550,000.00
WELLINGTON FL 33414 5 05/20/96 00
1511009723 03 07/01/96 0
1511009723 O 06/01/26
0
1516701 074/074 F 215,650.00 ZZ
360 215,255.30 1
2375 STEPHENS CIRCLE 8.500 1,658.16 95
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GAINESVILLE GA 30506 1 05/10/96 14
1511012615 05 07/01/96 30
1511012615 O 06/01/26
0
1
1516702 074/074 F 280,000.00 ZZ
360 279,847.05 1
8600 S.W. 2ND S 9.000 2,252.95 80
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MIAMI FL 33144 1 06/07/96 00
1511015894 05 08/01/96 0
1511015894 O 07/01/26
0
1516704 074/074 F 264,000.00 ZZ
360 263,687.14 1
370 METAIRE LANE 8.625 2,053.37 80
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MADISON AL 35758 2 06/05/96 00
1511019625 05 07/01/96 0
1511019625 O 06/01/26
0
1516705 074/074 F 104,900.00 ZZ
360 104,839.65 1
133 KENTWOOD LANE 8.750 825.25 75
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ALABASTER AL 35007 1 06/19/96 00
1511021423 05 08/01/96 0
1511021423 O 07/01/26
0
1516710 074/074 F 228,000.00 ZZ
360 227,582.70 1
2414 ELLIOTT STREET 8.500 1,753.12 88
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SAN MATEO CA 94403 2 04/26/96 14
1512007177 05 06/01/96 25
1512007177 O 05/01/26
0
1516712 074/074 F 50,000.00 ZZ
360 49,947.96 1
15151 N FRANK LLOYD WRIGHT 9.250 411.34 39
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SCOTTSDALE AZ 85260 1 05/29/96 00
1512013920 01 07/01/96 0
1512013920 O 06/01/26
0
1516715 074/074 F 240,000.00 ZZ
360 239,537.72 1
3555 AGATE STREET 8.250 1,803.04 56
8.000 1,803.04 435,000.00
1
EUGENE OR 97405 5 04/23/96 00
1513002496 05 06/01/96 0
1513002496 O 05/01/26
0
1516716 074/074 F 245,000.00 ZZ
360 244,265.83 1
85 OAKMONT DRIVE 7.500 1,713.08 72
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FALMOUTH ME 04105 2 03/01/96 00
1513004265 05 05/01/96 0
1513004265 O 04/01/26
0
1516717 074/074 F 268,000.00 ZZ
360 267,557.53 1
157 LAGUNA PLACE 9.000 2,156.39 29
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PAGOSA SPRINGS CO 81157 5 04/17/96 00
1513005971 03 06/01/96 0
1513005971 O 05/01/26
0
1516718 074/074 F 268,000.00 T
360 267,698.39 1
431 BUENA VISTA LOOP 8.875 2,132.33 80
8.625 2,132.33 335,000.00
BROOKINGS OR 97415 1 05/17/96 00
1513006067 05 07/01/96 0
1513006067 O 06/01/26
0
1516720 074/074 F 172,500.00 BB
360 172,408.20 1
1436 WEST SETTLEMENT DRIVE 9.125 1,403.52 64
8.875 1,403.52 273,318.00
PARK CITY UT 84098 1 06/05/96 00
1513024750 05 08/01/96 0
1513024750 O 07/01/26
0
1516722 074/074 F 372,000.00 ZZ
360 371,774.64 1
6127 WAKEFOREST STREET 8.500 2,860.36 80
8.250 2,860.36 465,000.00
HOUSTON TX 77005 1 05/31/96 00
1520000050 05 08/01/96 0
1520000050 O 07/01/26
0
1
1516723 074/074 F 369,000.00 ZZ
360 368,752.41 1
8 KINGS HEATH 8.000 2,707.59 62
7.750 2,707.59 599,000.00
SAN ANTONIO TX 78257 1 06/19/96 00
1520000210 03 08/01/96 0
1520000210 O 07/01/26
0
1516726 074/074 F 236,000.00 ZZ
360 235,509.53 1
5073 DURANGO COURT 7.875 1,711.17 80
7.625 1,711.17 295,000.00
SAN JOSE CA 95118 2 04/19/96 00
1561322910 05 06/01/96 0
1561322910 O 05/01/26
0
1516731 074/074 F 520,000.00 ZZ
360 519,317.38 1
2132 HILLSTONE DRIVE 8.125 3,860.99 80
7.875 3,860.99 650,659.00
SAN JOSE CA 95138 1 05/02/96 00
1561325102 05 07/01/96 0
1561325102 O 06/01/26
0
1516735 074/074 F 247,200.00 ZZ
360 246,735.83 1
4149 LYMER DRIVE 8.375 1,878.90 80
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SAN DIEGO CA 92116 1 04/24/96 00
1561327006 05 06/01/96 0
1561327006 O 05/01/26
0
1516739 074/074 F 430,000.00 ZZ
360 429,711.48 1
18808 BELLGROVE CIRCLE 8.000 3,155.19 60
7.750 3,155.19 725,950.00
SARATOGA CA 95070 1 06/01/96 00
1561328246 05 08/01/96 0
1561328246 O 07/01/26
0
1516743 074/074 F 316,000.00 ZZ
360 315,615.77 1
1
2224 TIMBERLINE RIDGE COURT 8.500 2,429.77 80
8.250 2,429.77 395,000.00
EL DORADO HILLS CA 95762 1 05/28/96 00
1561330157 05 07/01/96 0
1561330157 O 06/01/26
0
1516748 074/074 F 205,000.00 ZZ
360 204,615.06 1
1059 FISKE STREET 8.375 1,558.15 46
PACIFIC PALISADES AREA 8.125 1,558.15 455,000.00
LOS ANGELES CA 90272 1 04/26/96 00
1562151572 05 06/01/96 0
1562151572 O 05/01/26
0
1516756 074/074 F 228,000.00 ZZ
360 227,526.17 1
8837 ENFIELD AVENUE 7.875 1,653.16 95
NORTHRIDGE AREA 7.625 1,653.16 240,000.00
LOS ANGELES CA 91325 1 04/22/96 10
1562154912 05 06/01/96 30
1562154912 O 05/01/26
0
1516759 074/074 F 462,400.00 ZZ
360 460,485.81 1
9915 STELLBAR PLACE 8.125 3,433.31 80
7.875 3,433.31 578,000.00
LOS ANGELES CA 90064 1 04/25/96 00
1562155267 05 06/01/96 0
1562155267 O 05/01/26
0
1516762 074/074 F 280,000.00 ZZ
360 279,432.58 1
422 MONTE VISTA 8.000 2,054.55 67
7.750 2,054.55 420,000.00
ARCADIA CA 91007 1 04/18/96 00
1562156033 05 06/01/96 0
1562156033 O 05/01/26
0
1516770 074/074 F 400,000.00 ZZ
360 399,744.93 1
3036 CAVENDISH DRIVE 8.250 3,005.07 80
8.000 3,005.07 500,000.00
LOS ANGELES CA 90064 1 06/07/96 00
1562157910 05 08/01/96 0
1
1562157910 O 07/01/26
0
1516775 074/074 F 252,400.00 ZZ
360 251,812.73 1
2071 FAIR OAKS CIRCLE 8.750 1,985.64 80
8.500 1,985.64 315,500.00
CORINTH TX 76205 1 03/25/96 00
1563114356 03 05/01/96 0
1563114356 O 04/01/26
0
1516776 074/074 F 225,600.00 ZZ
360 225,187.08 1
9211 CANTER DRIVE 8.500 1,734.67 80
8.250 1,734.67 282,000.00
DALLAS TX 75231 2 04/25/96 00
1563119484 05 06/01/96 0
1563119484 O 05/01/26
0
1516777 074/074 F 350,000.00 ZZ
360 349,595.77 1
435 ARROYO TENORIO 8.750 2,753.46 63
8.500 2,753.46 560,000.00
SANTA FE NM 87501 4 05/21/96 00
1563119859 05 07/01/96 0
1563119859 O 06/01/26
0
1516778 074/074 F 336,100.00 ZZ
360 335,691.34 1
2411 HIDDEN SHORE DRIVE 8.500 2,584.32 80
8.250 2,584.32 420,137.00
KATY TX 77450 1 05/08/96 00
1563120563 03 07/01/96 0
1563120563 O 06/01/26
0
1516779 074/074 F 236,600.00 ZZ
360 236,347.22 1
4632 PINE VALLEY DRIVE 9.125 1,925.06 75
8.875 1,925.06 315,500.00
FRISCO TX 75034 1 05/10/96 00
1563121497 03 07/01/96 0
1563121497 O 06/01/26
0
1
1516780 074/074 F 372,000.00 ZZ
360 371,785.97 1
15 REMINGTON WAY 8.750 2,926.53 80
8.500 2,926.53 465,000.00
SAN ANTONIO TX 78258 4 06/14/96 00
1563121715 03 08/01/96 0
1563121715 O 07/01/26
0
1516782 074/074 F 215,400.00 ZZ
360 215,151.23 1
5518 LAKE PLACE DRIVE 8.750 1,694.56 95
8.500 1,694.56 226,747.00
HOUSTON TX 77041 1 05/31/96 12
1563123459 03 07/01/96 30
1563123459 O 06/01/26
0
1516783 074/074 F 121,100.00 ZZ
360 121,037.22 1
7 CALIENTE PLACE 9.250 996.26 75
9.000 996.26 161,500.00
SANTA FE NM 87505 1 06/26/96 00
1563123980 03 08/01/96 0
1563123980 O 07/01/26
0
1516784 074/074 F 318,400.00 ZZ
360 318,212.01 1
216 SILVERLEAF DRIVE 8.625 2,476.49 80
8.375 2,476.49 398,000.00
FORT WORTH TX 76112 2 06/07/96 00
1563124098 05 08/01/96 0
1563124098 O 07/01/26
0
1516785 074/074 F 306,000.00 ZZ
360 305,244.38 1
335 8TH AVENUE WEST 8.125 2,272.05 80
7.875 2,272.05 382,500.00
KIRKLAND WA 98033 1 04/24/96 00
1565128340 05 06/01/96 0
1565128340 O 05/01/26
0
1516786 074/074 F 237,600.00 ZZ
360 237,138.08 1
17170 SEALAWN DR. 8.625 1,848.03 80
8.375 1,848.03 297,000.00
1
EDMONDS WA 98026 1 04/25/96 00
1565129401 05 06/01/96 0
1565129401 O 05/01/26
0
1516787 074/074 F 254,250.00 ZZ
360 253,721.63 1
5222 279TH AVE NE 7.875 1,843.49 90
7.625 1,843.49 282,500.00
REDMOND WA 98053 1 04/22/96 11
1565129423 05 06/01/96 25
1565129423 O 05/01/26
0
1516788 074/074 F 360,000.00 T
360 359,188.95 1
4129 WEST BAY ROAD 8.500 2,768.09 80
8.250 2,768.09 450,000.00
LAKE OSWEGO OR 97035 1 04/24/96 00
1565129922 05 06/01/96 0
1565129922 O 05/01/26
0
1516789 074/074 F 305,600.00 ZZ
360 305,218.76 1
5802 LAKEVIEW DRIVE NORTHEAST 8.375 2,322.79 80
8.125 2,322.79 382,000.00
KIRKLAND WA 98033 1 05/01/96 00
1565130116 05 07/01/96 0
1565130116 O 06/01/26
0
1516790 074/074 F 304,000.00 ZZ
360 303,405.95 1
1476 B ROSARIO ROAD 8.875 2,418.77 80
8.625 2,418.77 380,000.00
ANACORTES WA 98221 5 05/02/96 00
1565130342 05 07/01/96 0
1565130342 O 06/01/26
0
1516791 074/074 F 298,500.00 ZZ
360 298,341.14 1
3170 CHANNEL VIEW DRIVE 9.125 2,428.70 61
8.875 2,428.70 490,000.00
FRIDAY HARBOR WA 98250 5 06/18/96 00
1565131390 05 08/01/96 0
1565131390 O 07/01/26
0
1
1516793 074/074 F 269,550.00 ZZ
360 269,246.64 1
9810 NW ASH STREET 8.875 2,144.67 90
8.625 2,144.67 299,500.00
PORTLAND OR 97229 1 05/17/96 11
1565132133 05 07/01/96 25
1565132133 O 06/01/26
0
1516795 074/074 F 335,150.00 ZZ
360 334,941.68 1
21806 NORTHEAST 203RD PLACE 8.375 2,547.39 80
8.125 2,547.39 418,990.00
WOODINVILLE WA 98072 1 06/05/96 00
1565132520 03 08/01/96 0
1565132520 O 07/01/26
0
1516798 074/074 F 238,400.00 ZZ
360 237,940.79 1
1089 ROSEDALE ROAD 8.250 1,791.02 90
8.000 1,791.02 264,900.00
ATLANTA GA 30306 1 04/29/96 04
1566068700 05 06/01/96 25
1566068700 O 05/01/26
0
1516800 074/074 F 156,000.00 ZZ
360 155,719.65 1
5855 BROOKSTONE TRACE 8.625 1,213.36 75
8.375 1,213.36 208,000.00
ACWORTH GA 30101 1 05/22/96 00
1566069473 03 07/01/96 0
1566069473 O 06/01/26
0
1516802 074/074 F 235,200.00 ZZ
360 234,603.57 1
1003 PLEASANCE GROVE 8.750 1,850.32 80
8.500 1,850.32 294,000.00
PEACHTREE CITY GA 30269 5 05/23/96 00
1566070111 05 07/01/96 0
1566070111 O 06/01/26
0
1516803 074/074 F 129,000.00 ZZ
360 128,927.67 1
1
415 EAST DEMANADE DRIVE 8.875 1,026.39 75
8.625 1,026.39 172,000.00
LAFAYETTE LA 70503 1 06/18/96 00
1566070122 05 08/01/96 0
1566070122 O 07/01/26
0
1516804 074/074 F 75,500.00 ZZ
360 75,415.02 1
3821 MEADOW LANE 8.875 600.72 70
8.625 600.72 107,900.00
MARIETTA GA 30062 1 05/24/96 00
1566070450 05 07/01/96 0
1566070450 O 06/01/26
0
1516805 074/074 F 63,000.00 ZZ
360 62,965.58 1
327 SIR RICHARD COURT 9.000 506.92 79
8.750 506.92 80,000.00
JONESBORO GA 30236 5 06/14/96 00
1566071566 05 08/01/96 0
1566071566 O 07/01/26
0
1516806 074/074 F 124,000.00 ZZ
360 123,926.79 1
949 KOLIC HELMEY ROAD 8.625 964.46 80
8.375 964.46 155,000.00
GUYTON GA 31312 5 06/27/96 00
1566072900 05 08/01/96 0
1566072900 O 07/01/26
0
1516812 074/074 F 396,000.00 ZZ
360 395,466.81 1
4530 SANTA MONICA AVENUE 8.000 2,905.71 80
7.750 2,905.71 495,000.00
SAN DIEGO CA 92107 1 05/02/96 00
1567158091 05 07/01/96 0
1567158091 O 06/01/26
0
1516813 074/074 F 400,000.00 ZZ
360 399,513.63 1
700 BUENA VISTA WAY 8.500 3,075.66 58
8.250 3,075.66 700,000.00
LAGUNA BEACH CA 92651 1 05/20/96 00
1567158193 05 07/01/96 0
1
1567158193 O 06/01/26
0
1516816 074/074 F 270,000.00 ZZ
360 269,671.70 1
530 MIDWAY STREET 8.500 2,076.07 78
8.250 2,076.07 348,000.00
SAN DIEGO CA 92037 2 05/02/96 00
1567159254 05 07/01/96 0
1567159254 O 06/01/26
0
1516817 074/074 F 248,000.00 ZZ
360 247,522.28 1
1441 TORREY PINES ROAD 8.250 1,863.15 80
8.000 1,863.15 310,000.00
SAN DIEGO CA 92037 1 04/26/96 00
1567160151 05 06/01/96 0
1567160151 O 05/01/26
0
1516822 074/074 F 357,000.00 ZZ
360 356,565.91 1
4425 FOXHOLLOW COURT 8.500 2,745.03 75
8.250 2,745.03 482,000.00
SAN DIEGO CA 92130 1 05/23/96 00
1567162306 03 07/01/96 0
1567162306 O 06/01/26
0
1516823 074/074 F 127,400.00 T
360 127,320.81 1
2725 TOKALON STREET 8.375 968.34 70
8.125 968.34 182,000.00
SAN DIEGO CA 92110 1 06/18/96 00
1567163138 05 08/01/96 0
1567163138 O 07/01/26
0
1516825 074/074 F 350,000.00 ZZ
360 349,325.82 1
2601 NORTH VAL VISTA DRIVE 8.250 2,629.44 68
8.000 2,629.44 515,000.00
MESA AZ 85213 1 04/11/96 00
1569137274 05 06/01/96 0
1569137274 O 05/01/26
0
1
1516826 074/074 F 49,400.00 ZZ
360 49,336.78 1
357 PEARL DRIVE NE 8.250 371.13 65
8.000 371.13 76,000.00
RIO RANCHO NM 87124 5 05/01/96 00
1569141260 05 07/01/96 0
1569141260 O 06/01/26
0
1516827 074/074 F 275,000.00 ZZ
360 274,534.04 1
46A OLD ROAD SOUTH 8.875 2,188.03 60
8.625 2,188.03 460,000.00
SANTA FE NM 87505 4 04/23/96 00
1569141522 05 06/01/96 0
1569141522 O 05/01/26
0
1516828 074/074 F 350,000.00 ZZ
360 349,563.38 1
110 MABEL DODGE LANE 8.375 2,660.26 48
8.125 2,660.26 735,000.00
TAOS NM 87571 5 05/09/96 00
1569142161 05 07/01/96 0
1569142161 O 06/01/26
0
1516829 074/074 F 223,250.00 ZZ
360 222,992.17 1
1070 EAST SANDPIPER DRIVE 8.750 1,756.31 95
8.500 1,756.31 235,000.00
TEMPE AZ 85283 1 05/13/96 10
1569142820 03 07/01/96 30
1569142820 O 06/01/26
0
1516830 074/074 F 120,000.00 ZZ
360 119,785.92 1
11102 EAST BLUE SKY DRIVE 8.625 933.35 60
8.375 933.35 202,000.00
SCOTTSDALE AZ 85255 1 05/01/96 00
1569142922 03 07/01/96 0
1569142922 O 06/01/26
0
1516831 074/074 F 94,000.00 ZZ
360 93,888.60 1
530 PIEDMONT ROAD 8.625 731.13 58
8.375 731.13 164,000.00
1
TAOS NM 87571 5 05/28/96 00
1569143798 05 07/01/96 0
1569143798 O 06/01/26
0
1516832 074/074 F 149,500.00 ZZ
360 148,626.67 1
40 BISHOP LAMY ROAD 8.875 1,189.49 65
8.625 1,189.49 230,000.00
LAMY NM 87540 2 05/22/96 00
1569144440 05 07/01/96 0
1569144440 O 06/01/26
0
1516833 074/074 F 238,500.00 ZZ
360 238,355.51 1
1034 EAST KALER DRIVE 8.500 1,833.86 90
8.250 1,833.86 265,000.00
PHOENIX AZ 85020 1 06/06/96 10
1569144509 05 08/01/96 25
1569144509 O 07/01/26
0
1516834 074/074 F 260,000.00 ZZ
360 259,854.24 1
4725 PASO DEL PUMA NE 8.875 2,068.68 75
8.625 2,068.68 350,000.00
ALBUQUERQUE NM 87111 2 06/01/96 00
1569144826 05 08/01/96 0
1569144826 O 07/01/26
0
1516835 074/074 F 245,000.00 ZZ
360 244,862.65 1
3907 N VISTA DE LA CIMA 8.875 1,949.33 75
8.625 1,949.33 327,000.00
TUCSON AZ 85750 4 06/07/96 00
1569145283 05 08/01/96 0
1569145283 O 07/01/26
0
1516836 074/074 F 75,000.00 ZZ
360 74,961.11 1
2105 WEST COMSTOCK DR 9.250 617.01 39
9.000 617.01 196,000.00
CHANDLER AZ 85224 5 06/05/96 00
1569145320 05 08/01/96 0
1569145320 O 07/01/26
0
1
1516838 074/074 F 97,500.00 ZZ
360 97,446.74 1
10426 SAN MARINO COURT NE 9.000 784.51 75
8.750 784.51 130,000.00
ALBUQUERQUE NM 87111 1 06/21/96 00
1569146162 05 08/01/96 0
1569146162 O 07/01/26
0
1516839 074/074 F 367,000.00 ZZ
360 366,328.25 1
261 OAKDALE AVENUE 8.500 2,821.92 90
8.250 2,821.92 408,000.00
MILL VALLEY CA 94941 2 04/26/96 11
1573142948 05 06/01/96 25
1573142948 O 05/01/26
0
1516843 074/074 F 245,500.00 ZZ
360 245,027.12 1
341 SILBERHORN DRIVE 8.250 1,844.36 90
8.000 1,844.36 274,000.00
FOLSOM CA 95630 2 04/15/96 10
1573148649 03 06/01/96 25
1573148649 O 05/01/26
0
1516850 074/074 F 218,250.00 ZZ
360 217,759.78 1
2340 SKYLINE BOULEVARD 9.000 1,756.09 90
8.750 1,756.09 242,500.00
RENO NV 89509 1 05/06/96 11
1573150673 05 07/01/96 25
1573150673 O 06/01/26
0
1516854 074/074 F 308,000.00 ZZ
360 307,808.55 1
419 NOTTINGHAM COURT 8.375 2,341.03 80
8.125 2,341.03 385,000.00
PETALUMA CA 94954 1 06/17/96 00
1573151847 05 08/01/96 0
1573151847 O 07/01/26
0
1516856 074/074 F 68,600.00 ZZ
360 68,480.72 1
1
2809 COOLIDGE STREET NE 8.750 539.68 70
8.500 539.68 98,286.00
MINNEAPOLIS MN 55418 1 04/15/96 00
1576013318 05 06/01/96 0
1576013318 O 05/01/26
0
1516858 074/074 F 84,000.00 ZZ
360 83,912.56 1
8532 ELLIOT AVENUE 9.250 691.05 75
9.000 691.05 112,000.00
BLOOMINGTON MN 55420 2 05/21/96 00
1576016065 05 07/01/96 0
1576016065 O 06/01/26
0
1516859 074/074 F 140,000.00 ZZ
360 139,854.28 1
4102 GRIMES AVENUE SOUTH 9.250 1,151.75 62
9.000 1,151.75 229,000.00
EDINA MN 55416 5 05/08/96 00
1576016112 05 07/01/96 0
1576016112 O 06/01/26
0
1516860 074/074 F 102,400.00 ZZ
360 102,247.53 1
2905 MONTEREY AVENUE 7.500 716.00 70
7.250 716.00 146,444.00
MINNEAPOLIS MN 55416 1 06/03/96 00
1576017578 01 07/01/96 0
1576017578 O 06/01/26
0
1516861 074/074 F 252,500.00 ZZ
360 252,354.73 1
11816 BREN ROAD 8.750 1,986.42 71
8.500 1,986.42 359,000.00
MINNETONKA MN 55343 2 06/07/96 00
1576018060 09 08/01/96 0
1576018060 O 07/01/26
0
1516862 074/074 F 66,300.00 ZZ
360 66,262.82 1
7895 EASTWOOD ROAD 8.875 527.52 65
8.625 527.52 102,000.00
MOUNDS VIEW MN 55112 5 06/24/96 00
1576018286 05 08/01/96 0
1
1576018286 O 07/01/26
0
1516863 074/074 F 213,700.00 ZZ
360 213,577.05 1
5615 CONCORD AVENUE 8.750 1,681.18 95
8.500 1,681.18 225,000.00
EDINA MN 55424 1 06/25/96 04
1576018683 05 08/01/96 30
1576018683 O 07/01/26
0
1516865 074/074 F 240,000.00 ZZ
360 239,549.33 1
146 ROUNDSTONE ROAD 8.375 1,824.18 80
8.125 1,824.18 300,000.00
TROUTMAN NC 28166 2 04/16/96 00
1577033886 05 06/01/96 0
1577033886 O 05/01/26
0
1516867 074/074 F 76,400.00 ZZ
360 76,270.53 1
41 PINEWOOD DRIVE 8.875 607.88 69
8.625 607.88 110,780.00
CALABASH NC 28459 4 04/22/96 00
1577037005 03 06/01/96 0
1577037005 O 05/01/26
0
1516869 074/074 F 92,000.00 ZZ
360 91,896.48 1
923 MCCANTS DRIVE 8.875 731.99 75
8.625 731.99 124,000.00
MOUNT PLEASANT SC 29464 5 05/13/96 00
1577039157 05 07/01/96 0
1577039157 O 06/01/26
0
1516870 074/074 F 235,000.00 ZZ
360 234,864.79 1
6738 WYNFAIRE LANE 8.750 1,848.75 67
8.500 1,848.75 355,000.00
CHARLOTTE NC 28210 1 06/06/96 00
1577040746 05 08/01/96 0
1577040746 O 07/01/26
0
1
1516871 074/074 F 89,600.00 ZZ
360 89,539.87 1
6531 PEACE HAVEN DRIVE 8.000 657.46 80
7.750 657.46 112,000.00
CHARLOTTE NC 28214 5 06/05/96 00
1577041432 05 08/01/96 0
1577041432 O 07/01/26
0
1516872 074/074 F 139,500.00 ZZ
360 139,413.28 1
174 RALEIGH WOODS DRIVE 8.375 1,060.31 75
8.125 1,060.31 186,000.00
MANTEO NC 27954 4 06/28/96 00
1577042195 05 08/01/96 0
1577042195 O 07/01/26
0
1516873 074/074 F 212,000.00 ZZ
360 211,132.11 1
5291 S ZINNIA CT 8.000 1,555.59 80
7.750 1,555.59 265,000.00
LITTLETON CO 80127 5 01/22/96 00
1579015794 03 03/01/96 0
1579015794 O 02/01/26
0
1516875 074/074 F 547,500.00 ZZ
360 546,572.35 1
7705 FAIRVIEW ROAD 8.875 4,356.16 72
8.625 4,356.16 762,500.00
BOULDER CO 80303 4 04/30/96 00
1579021141 05 06/01/96 0
1579021141 O 05/01/26
0
1516877 074/074 F 200,000.00 ZZ
360 199,769.00 1
11515 S 1320 EAST 8.750 1,573.41 75
8.500 1,573.41 270,000.00
SANDY UT 84092 1 05/10/96 00
1579022155 05 07/01/96 0
1579022155 O 06/01/26
0
1516878 074/074 F 147,950.00 ZZ
360 147,791.92 1
2364 SOUTH ZENO STREET 9.125 1,203.78 75
8.875 1,203.78 198,261.00
1
AURORA CO 80013 1 05/13/96 00
1579022778 03 07/01/96 0
1579022778 O 06/01/26
0
1516879 074/074 F 275,500.00 ZZ
360 275,324.32 1
350 NORTH MILLCREEK LANE 8.250 2,069.74 95
8.000 2,069.74 290,000.00
KAYSVILLE UT 84037 1 06/17/96 10
1579023840 05 08/01/96 30
1579023840 O 07/01/26
0
1516880 074/074 F 76,500.00 ZZ
360 76,453.66 1
601 WEST MULBERRY STREET 8.500 588.22 39
8.250 588.22 200,000.00
LOUISVILLE CO 80027 5 06/20/96 00
1579025641 05 08/01/96 0
1579025641 O 07/01/26
0
1516881 074/074 F 198,000.00 ZZ
360 197,897.35 1
1250 EAST LAKE CREEK ROAD 9.250 1,628.90 75
9.000 1,628.90 264,000.00
HEBER CITY UT 84032 1 06/20/96 00
1579026010 05 08/01/96 0
1579026010 O 07/01/26
0
1516884 074/074 F 405,000.00 ZZ
360 404,258.72 1
32 STANTON ROAD 8.500 3,114.10 59
8.250 3,114.10 692,000.00
DARIEN CT 06820 5 05/01/96 00
1580028964 05 06/01/96 0
1580028964 O 05/01/26
0
1516885 074/074 F 82,000.00 ZZ
360 81,829.58 1
7 OVERHILL ROAD 7.875 594.56 70
7.625 594.56 118,000.00
WARREN RI 02885 1 04/29/96 00
1580029173 05 06/01/96 0
1580029173 O 05/01/26
0
1
1516886 074/074 F 300,000.00 ZZ
360 299,653.52 1
9 FOX RUN 8.750 2,360.11 60
8.500 2,360.11 505,000.00
NORTH READING MA 01864 5 05/15/96 00
1580029560 05 07/01/96 0
1580029560 O 06/01/26
0
1516888 074/074 F 279,000.00 ZZ
360 278,677.78 1
18 STRATHMORE ROAD, UNIT 18-1 8.750 2,194.90 90
8.500 2,194.90 310,000.00
BROOKLINE MA 02146 1 05/23/96 11
1580031368 01 07/01/96 25
1580031368 O 06/01/26
0
1516893 074/074 F 246,750.00 ZZ
360 246,472.30 1
10625 COLUMBIA HWY 8.875 1,963.25 76
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EATON RAPIDS MI 48827 5 05/16/96 00
1581046859 05 07/01/96 0
1581046859 O 06/01/26
0
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360 257,731.45 1
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WEST BLOOMFIELD MI 48323 1 05/29/96 00
1581050641 05 07/01/96 0
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0
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360 282,855.64 1
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EDEN PRAIRIE MN 55347 5 04/30/96 00
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360 224,618.75 1
1
323 RUBY STREET 8.875 1,790.21 60
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CLARENDON HILLS IL 60514 5 04/29/96 00
1583023242 05 06/01/96 0
1583023242 O 05/01/26
0
1516900 074/074 F 41,500.00 T
360 41,477.91 1
LAKE ROAD Y-49-B, 9.125 337.66 49
TWIN VALLEY 8.875 337.66 85,000.00
LINN CREEK MO 65052 2 06/10/96 00
1583024290 05 08/01/96 0
1583024290 O 07/01/26
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5208 COUNTRY CLUB DRIVE 9.000 3,508.16 80
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BRENTWOOD TN 37027 4 05/24/96 00
1585012790 03 07/01/96 0
1585012790 O 06/01/26
0
1516905 074/074 F 350,000.00 ZZ
360 349,803.78 1
219 SOUTH HANOVER AVENUE 8.875 2,784.76 80
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LEXINGTON KY 40502 2 06/14/96 00
1585028713 05 08/01/96 0
1585028713 O 07/01/26
0
1516906 074/074 F 265,000.00 ZZ
240 264,535.94 1
1060 SUSSEX DRIVE 7.750 2,175.52 69
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KINGSPORT TN 37660 1 06/21/96 00
1585029170 05 08/01/96 0
1585029170 O 07/01/16
0
1516908 074/074 F 317,000.00 ZZ
360 316,235.54 1
3100 DUNKAGLE COURT 7.750 2,271.03 80
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BOWIE MD 20721 1 04/17/96 00
1587025319 05 06/01/96 0
1
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7406 ARUNDEL PLACE 8.500 2,306.74 80
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SPRINGFIELD VA 22153 5 04/12/96 00
1587026446 05 06/01/96 0
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360 259,691.88 1
412 S ROYAL STREET 8.625 2,022.26 35
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ALEXANDRIA VA 22314 5 05/06/96 00
1587027289 09 07/01/96 0
1587027289 O 06/01/26
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1516911 074/074 F 90,000.00 ZZ
360 89,890.55 1
4 ERIC LANE 8.500 692.03 42
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EAST BRUNSWICK NJ 08816 2 05/17/96 00
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1587029466 O 06/01/26
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1516912 074/074 F 580,000.00 ZZ
360 579,238.61 1
5 BOONE TRAIL 8.125 4,306.49 80
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SEVERNA PARK MD 21146 1 05/31/96 00
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1587029772 O 06/01/26
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360 299,576.13 1
5 ROLLING ACRES WAY 7.875 2,176.66 80
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REISTERSTOWN MD 21136 1 04/30/96 00
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1
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360 201,471.44 1
1032 BAYBERRY DRIVE 8.250 1,514.56 80
8.000 1,514.56 252,000.00
ARNOLD MD 21012 1 06/21/96 00
1587032551 05 08/01/96 0
1587032551 O 07/01/26
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1516920 074/074 F 333,000.00 ZZ
360 332,595.09 1
2 ETON COURT 8.500 2,560.49 90
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PARAMUS NJ 07652 1 05/24/96 10
1587033270 05 07/01/96 25
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1402 ELLISON STREET 8.125 1,675.08 95
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FALLS CHURCH VA 22046 1 05/31/96 04
1587033758 05 07/01/96 30
1587033758 O 06/01/26
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1516922 074/074 F 173,500.00 ZZ
360 173,389.36 1
18909 A MIDDLETOWN ROAD 8.250 1,303.45 69
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PARKTON MD 21120 1 06/27/96 00
1587034240 05 08/01/96 0
1587034240 O 07/01/26
0
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360 413,507.94 1
15117 GREY PEBBLE DRIVE 7.750 2,964.52 80
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DARNESTOWN MD 20874 1 06/20/96 00
1587034262 05 08/01/96 0
1587034262 O 07/01/26
0
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360 39,978.15 1
1900 TRAFALGAR DRIVE 9.000 321.85 24
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1
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1587036031 05 08/01/96 0
1587036031 O 07/01/26
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1516927 074/074 F 275,000.00 ZZ
360 274,690.50 1
330 OAKWOOD PLACE 8.875 2,188.03 67
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BOULDER CO 80304 5 05/07/96 00
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1516928 074/074 F 231,300.00 ZZ
360 231,025.90 1
10225 SW 58TH COURT 8.625 1,799.03 90
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MIAMI FL 33156 1 05/16/96 04
1589041407 05 07/01/96 25
1589041407 O 06/01/26
0
1516929 074/074 F 231,750.00 ZZ
360 231,482.35 1
20130 WATERS EDGE DRIVE #701 8.750 1,823.18 90
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BOCA RATON FL 33434 1 05/09/96 01
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PENSACOLA FL 32507 5 04/18/96 00
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360 309,623.05 1
670 CURTISWOOD DRIVE 8.500 2,383.64 76
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KEY BISCAYNE FL 33149 1 05/29/96 00
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1
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3121 SOUTHWEST 22ND AVENUE 8.875 2,386.94 80
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MIAMI FL 33133 1 05/14/96 00
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1516933 074/074 F 232,000.00 T
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1446 JEFFERSON AVENUE 8.875 1,845.90 80
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MIAMI BEACH FL 33139 1 05/08/96 00
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2420 SOUTHWEST 83RD COURT 8.500 192.23 22
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MIAMI FL 33155 5 05/01/96 00
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0
1516936 074/074 F 390,000.00 ZZ
360 389,513.48 1
2000 SOUTH BAYSHORE DRIVE #4 8.375 2,964.29 80
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MIAMI FL 33133 1 05/13/96 00
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3201 SW 137 PLACE 9.000 1,387.98 75
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1
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MIAMI FL 33177 5 06/20/96 00
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1516939 074/074 F 60,000.00 ZZ
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145 NORTHEAST 98TH STREET 9.000 482.78 72
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MIAMI SHORES FL 33138 1 06/11/96 00
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1516940 074/074 F 41,000.00 ZZ
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331 NORTHWEST 150TH STREET 9.250 337.30 50
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MIAMI FL 33168 1 06/19/96 00
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1589055580 O 07/01/26
0
1516941 074/074 F 140,600.00 ZZ
360 140,523.20 1
10782 CYPRESS BEND DRIVE 9.000 1,131.30 75
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BOCA RATON FL 33498 1 06/20/96 00
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1589057043 O 07/01/26
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1516942 074/074 F 328,000.00 ZZ
360 327,611.29 1
1149 HOUSTON STREET 8.625 2,551.16 80
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MELBOURNE FL 32935 5 05/08/96 00
1590013500 05 07/01/96 0
1590013500 O 06/01/26
0
1516943 074/074 F 213,750.00 ZZ
360 213,509.43 1
1544 JOHN ANDERSON DRIVE 8.875 1,700.70 75
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ORMOND BEACH FL 32176 1 05/10/96 00
1590013544 05 07/01/96 0
1
1590013544 O 06/01/26
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1516946 074/074 F 239,200.00 ZZ
360 238,909.14 1
153 POMONA AVENUE 8.500 1,839.25 80
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LONG BEACH CA 90803 1 05/10/96 00
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1595001451 O 06/01/26
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1516948 074/074 F 220,700.00 ZZ
360 220,104.81 1
23 BEAULIEU LANE 8.625 1,716.59 95
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FOOTHILL RANCH CA 92610 1 04/24/96 10
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1595001724 O 05/01/26
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1516955 074/074 F 281,250.00 ZZ
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1107 ARIZONA AVENUE 8.625 2,187.54 75
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SANTA MONICA CA 90401 1 05/03/96 00
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0
1516959 074/074 F 990,000.00 ZZ
360 988,856.67 1
22866 BECKLEDGE TERRACE 8.750 7,788.34 69
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MALIBU CA 90265 5 05/01/96 00
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1596002245 O 06/01/26
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1516962 074/074 F 727,500.00 ZZ
360 727,059.27 1
200 LA VEREDA ROAD 8.500 5,593.85 75
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PASADENA CA 91105 1 06/06/96 00
1596002926 05 08/01/96 0
1596002926 O 07/01/26
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1
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360 999,409.60 1
13251 STONERIDGE PLACE 8.625 7,777.90 68
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SHERMAN OAKS CA 91423 1 06/01/96 00
1596003292 05 08/01/96 0
1596003292 O 07/01/26
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1516969 074/074 F 216,900.00 ZZ
360 216,775.21 1
119 SAN CARLOS AVENUE 8.750 1,706.35 92
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MINOOKA IL 60447 1 06/14/96 04
1602091055 05 08/01/96 30
1602091055 O 07/01/26
0
1516970 074/074 F 267,200.00 ZZ
360 266,849.25 1
3829 CHARLES DR 8.125 1,983.95 80
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NORTHBROOK IL 60062 1 05/31/96 00
1612036698 05 07/01/96 0
1612036698 O 06/01/26
0
1516972 074/074 F 234,000.00 ZZ
360 233,715.48 1
14404 HIGHLAND DRIVE 8.500 1,799.26 90
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SHAKOPEE MN 55379 1 05/29/96 01
1660044176 05 07/01/96 25
1660044176 O 06/01/26
0
1516973 074/074 F 388,400.00 ZZ
360 387,835.99 1
3705 MORRISON STREET NW 7.625 2,749.07 80
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WASHINGTON DC 20015 1 05/30/96 00
1701126768 05 07/01/96 0
1701126768 O 06/01/26
0
1516974 074/074 F 288,000.00 ZZ
360 287,199.36 1
3347 KNOLLS PARKWAY 7.875 2,088.20 80
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IJAMSVILLE MD 21754 2 03/22/96 00
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1731133671 O 04/01/26
0
1516975 074/074 F 281,250.00 ZZ
360 280,908.03 1
3804 EAST WEST HIGHWAY 8.500 2,162.57 75
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CHEVY CHASE MD 20815 1 05/30/96 00
1731138755 05 07/01/96 0
1731138755 O 06/01/26
0
1516976 074/074 F 56,000.00 ZZ
360 55,886.51 1
315 JOPLIN STREET 8.000 410.91 80
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BALTIMORE MD 21224 5 04/19/96 00
1741152719 07 06/01/96 0
1741152719 O 05/01/26
0
1516977 074/074 F 300,000.00 ZZ
360 299,818.26 1
10233 BRITTENFORD DRIVE 8.500 2,306.74 52
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VIENNA VA 22182 1 06/21/96 00
1761089874 05 08/01/96 0
1761089874 O 07/01/26
0
1516979 074/074 F 161,250.00 ZZ
360 161,077.73 1
35 NORTH FORTY ROAD 9.125 1,311.98 75
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NORTH EASTHAM MA 02651 2 05/24/96 00
1814053830 05 07/01/96 0
1814053830 O 06/01/26
0
1516980 074/074 F 224,100.00 ZZ
360 223,854.26 1
30 GREENWOOD AVE 9.000 1,803.16 90
8.750 1,803.16 249,000.00
EAST PROVIDENCE RI 02916 1 05/22/96 04
1814053931 05 07/01/96 25
1814053931 O 06/01/26
0
1
1516981 074/074 F 1,000,000.00 ZZ
360 998,752.56 1
289 TACONIC ROAD 8.375 7,600.72 42
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GREENWICH CT 06831 2 05/06/96 00
1817094844 05 07/01/96 0
1817094844 O 06/01/26
0
1516983 074/074 F 207,000.00 ZZ
360 206,880.91 1
7704 WEATHERLY PLACE 8.750 1,628.47 66
8.500 1,628.47 317,125.00
LAPLATA MD 20646 1 06/10/96 00
1831073367 03 08/01/96 0
1831073367 O 07/01/26
0
1517030 A13/728 F 265,500.00 ZZ
360 264,574.34 1
9112 LYON PARK CT 7.875 1,925.06 90
7.625 1,925.06 295,000.00
BURKE VA 22015 2 02/16/96 01
0380500059 03 04/01/96 25
960009290 O 03/01/26
0
1517034 A13/728 F 350,000.00 ZZ
360 348,779.76 1
890 CAMINO FLORES 7.875 2,537.74 90
7.625 2,537.74 390,000.00
THOUSAND OAKS CA 91360 1 02/08/96 12
0380500398 05 04/01/96 25
960007858 O 03/01/26
0
1517061 074/074 F 296,000.00 ZZ
360 295,293.38 1
2031 157TH AVENUE SOUTHEAST 8.625 2,302.26 90
8.375 2,302.26 329,000.00
SNOHOMISH WA 98290 1 03/25/96 10
1506109387 03 05/01/96 25
1506109387 O 04/01/26
0
1517081 074/074 F 344,250.00 ZZ
360 341,687.31 1
1
704 CANYON CREEK DR 8.125 2,556.05 90
7.875 2,556.05 382,500.00
GRAND JUNCTION CO 81503 1 09/01/95 10
1579011807 03 10/01/95 25
1579011807 O 09/01/25
0
1517085 964/G01 F 252,000.00 ZZ
360 252,000.00 1
227 DEVON STREET 8.750 1,982.49 80
8.500 1,982.49 315,000.00
SAN RAFAEL CA 94903 1 07/17/96 00
0430004812 05 09/01/96 0
19043 O 08/01/26
0
1517097 375/G01 F 35,000.00 ZZ
360 34,963.56 1
RT 8 BOX 120A 9.250 287.94 42
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HARRISON AR 72601 1 05/22/96 00
0430009167 05 07/01/96 0
414883 O 06/01/26
0
1517131 074/074 F 500,000.00 ZZ
360 499,290.50 1
6003 LOWER MOUNTAIN ROAD 7.740 3,578.61 57
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SOLEBURY PA 18938 4 05/29/96 00
479594 05 07/01/96 0
479594 O 06/01/26
0
1517133 074/074 F 342,500.00 ZZ
360 342,281.60 1
104 INTERLACHEN ROAD 8.250 2,573.09 80
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BLUE BELL PA 19422 1 06/14/96 00
479620 03 08/01/96 0
479620 O 07/01/26
0
1517134 074/074 F 308,000.00 ZZ
360 307,595.67 1
6909 HAZELTINE DRIVE 8.125 2,286.90 80
7.875 2,286.90 385,000.00
FORT WORTH TX 76132 1 05/16/96 00
556389 09 07/01/96 0
1
556389 O 06/01/26
0
1517138 074/074 F 336,855.33 ZZ
360 335,476.36 1
17216 NORTHWAY CIRCLE 8.000 2,471.73 78
7.750 2,471.73 435,000.00
BOCA RATON FL 33496 2 01/31/96 00
11400153 03 03/01/96 0
11400153 O 02/01/26
0
1517143 074/074 F 649,000.00 ZZ
360 648,645.49 1
6858 LAS COLINAS 9.000 5,222.01 69
8.750 5,222.01 950,000.00
RANCHO SANTA FE CA 92067 2 06/21/96 00
12685054 05 08/01/96 0
12685054 O 07/01/26
0
1517144 074/074 F 300,000.00 ZZ
360 299,798.70 1
12 GREENVIEW WAY 8.000 2,201.30 76
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UPPER MONTCLAIR NJ 07043 1 06/18/96 00
12691836 05 08/01/96 0
12691836 O 07/01/26
0
1517150 074/074 F 120,000.00 ZZ
360 119,854.09 1
2435 SE 68TH STREET 8.500 922.70 75
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DES MOINES IA 50317 1 05/17/96 00
13182129 05 07/01/96 0
13182129 O 06/01/26
0
1517151 074/074 F 273,800.00 ZZ
360 273,611.57 1
11024 PENCEWOOD COURT 7.875 1,985.24 80
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AUSTIN TX 78750 2 06/03/96 00
13214241 05 08/01/96 0
13214241 O 07/01/26
0
1
1517152 074/074 F 105,000.00 ZZ
360 104,822.09 1
8610 REMMET AVENUE 8.875 835.43 70
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LOS ANGELES CA 91304 2 04/04/96 00
13214373 05 06/01/96 0
13214373 O 05/01/26
0
1517154 074/074 F 464,000.00 ZZ
360 463,406.21 1
5841 S FOREST SIDE LANE 8.250 3,485.88 80
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MURRAY UT 84107 1 05/15/96 00
14087880 03 07/01/96 0
14087880 O 06/01/26
0
1517155 074/074 F 178,452.67 ZZ
360 178,329.86 1
315 NORTH SHORE DR 7.875 1,293.91 54
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MIAMI FL 33141 2 05/29/96 00
14091011 05 08/01/96 0
14091011 O 07/01/26
0
1517156 074/074 F 500,000.00 ZZ
360 499,332.47 1
2121 INVERNESS LANE 8.042 3,683.48 79
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BERWYN PA 19312 1 05/31/96 00
14091089 03 07/01/96 0
14091089 O 06/01/26
0
1517157 074/074 F 383,200.00 ZZ
360 382,936.28 1
13 ROCKY GLEN COURT 7.875 2,778.47 80
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BROOKEVILLE MD 20833 1 06/14/96 00
14091143 05 08/01/96 0
14091143 O 07/01/26
0
1517158 074/074 F 392,000.00 ZZ
360 391,099.64 1
15 BIGELOW ROAD 7.375 2,707.45 80
7.125 2,707.45 490,000.00
1
WAYLAND MA 01778 1 04/16/96 00
14093499 05 06/01/96 0
14093499 O 05/01/26
0
1517159 074/074 F 465,000.00 ZZ
240 464,222.74 1
150 ATLANTIC AVENUE 8.125 3,925.70 60
7.875 3,925.70 783,000.00
SWAMPSCOTT MA 01907 1 06/27/96 00
14105438 05 08/01/96 0
14105438 O 07/01/16
0
1517160 074/074 F 129,000.00 ZZ
360 128,921.85 1
7682 FRYING PAN ROAD 8.500 991.90 40
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BASALT CO 81621 5 06/06/96 00
14106230 05 08/01/96 0
14106230 O 07/01/26
0
1517162 074/074 F 480,000.00 ZZ
360 479,716.60 1
2607 DOMINION HILL 8.625 3,733.40 64
8.375 3,733.40 757,000.00
AUSTIN TX 78733 1 06/21/96 00
14106388 03 08/01/96 0
14106388 O 07/01/26
0
1517165 074/074 F 255,000.00 ZZ
360 253,866.99 1
433 WEST MORRIS ROAD 8.375 1,938.19 56
8.125 1,938.19 456,000.00
MORRIS CT 06763 5 12/22/95 00
34025278 05 02/01/96 0
34025278 O 01/01/26
0
1517166 074/074 F 404,000.00 ZZ
360 402,261.29 1
11604 HORIZON COURT 7.750 2,894.31 80
7.500 2,894.31 505,000.00
FISHERS IN 46038 2 01/17/96 00
34052712 05 03/01/96 0
34052712 O 02/01/26
0
1
1517170 074/074 F 290,000.00 ZZ
360 289,213.84 1
39 THOMAS NEWTON DRIVE 8.000 2,127.92 80
7.750 2,127.92 365,000.00
WESTBOROUGH MA 01581 2 03/29/96 00
34188762 09 05/01/96 0
34188762 O 04/01/26
0
1517172 074/074 F 262,575.00 ZZ
360 262,415.93 1
3917 BLUFFWIND DRIVE 8.500 2,018.98 95
8.250 2,018.98 276,395.00
RALEIGH NC 27603 1 06/26/96 12
34299327 05 08/01/96 30
34299327 O 07/01/26
0
1517175 074/074 F 220,000.00 ZZ
360 219,725.56 1
705 BAILEY AVENUE 8.375 1,672.16 80
8.125 1,672.16 275,000.00
PETALUMA CA 94952 1 05/29/96 00
34328785 05 07/01/96 0
34328785 O 06/01/26
0
1517177 074/074 F 60,000.00 ZZ
360 59,965.48 1
9003 ADMIRAL DRIVE 8.750 472.02 80
8.500 472.02 75,000.00
LOUISVILLE KY 40229 5 06/10/96 00
34336095 05 08/01/96 0
34336095 O 07/01/26
0
1517184 069/728 F 305,100.00 ZZ
360 305,100.00 1
3213 NORTH VALLEY DRIVE 8.500 2,345.96 90
8.250 2,345.96 339,000.00
MANHATTAN BEACH CA 90266 1 07/22/96 04
0380500356 05 09/01/96 25
2362122799 O 08/01/26
0
1517197 685/G01 F 134,300.00 ZZ
360 134,300.00 1
1
5893 SOUTH 150 WEST 8.750 1,056.54 71
8.500 1,056.54 190,000.00
MURRAY UT 84107 2 07/25/96 00
0430006601 05 09/01/96 0
105109 O 08/01/26
0
1517202 696/728 F 259,950.00 ZZ
360 259,950.00 1
11014 BLENHEIM DRIVE 8.875 2,068.28 80
8.625 2,068.28 324,950.00
OAKTON VA 22124 1 07/26/96 00
0380500026 05 09/01/96 0
2368012 O 08/01/26
0
1517208 731/G01 F 350,000.00 ZZ
360 350,000.00 1
19130 MENARD PLACE 8.875 2,784.76 75
8.625 2,784.76 470,000.00
LOS ANGELES(TAR CA 91356 1 07/24/96 00
0430007575 05 09/01/96 0
411912065 O 08/01/26
0
1517222 640/728 F 287,000.00 ZZ
360 287,000.00 1
509 SOLOMON DRIVE 8.875 2,283.50 80
8.625 2,283.50 359,965.00
FRANKLIN TN 37064 1 07/23/96 00
0380501040 03 09/01/96 0
5693338 O 08/01/26
0
1517228 147/728 F 316,000.00 ZZ
360 315,818.19 1
650 ELIZABETH ROAD 8.750 2,485.98 80
8.500 2,485.98 395,000.00
TERRELL HILLS TX 78209 1 06/19/96 00
0380501016 05 08/01/96 0
483825 O 07/01/26
0
1517229 147/728 F 232,000.00 ZZ
360 231,710.59 1
7888 SOUTH FOREST STREET 8.375 1,763.37 80
8.125 1,763.37 290,000.00
LITTLETON CO 80122 1 05/24/96 00
0380500042 05 07/01/96 0
1
508103 O 06/01/26
0
1517232 147/728 F 132,000.00 ZZ
360 131,925.99 1
4227 MAGNOLIA LANE 8.875 1,050.26 80
8.625 1,050.26 165,000.00
SUGAR LAND TX 77478 1 06/28/96 00
0380500943 03 08/01/96 0
483733 O 07/01/26
0
1517375 696/728 F 231,200.00 ZZ
360 231,200.00 1
6807 GEORGIA STREET 8.125 1,716.65 80
7.875 1,716.65 289,000.00
CHEVY CHASE MD 20815 1 07/26/96 00
0380501073 05 09/01/96 0
3264443 O 08/01/26
0
1517400 562/G01 F 229,500.00 ZZ
360 229,500.00 1
177 MANVILLE ROAD 9.125 1,867.29 75
8.875 1,867.29 306,000.00
PLEASANTVILLE NY 10570 1 07/31/96 00
0430007732 05 09/01/96 0
516534 O 08/01/26
0
1517437 147/728 F 236,000.00 ZZ
360 235,713.04 1
5301 LA GORCE DRIVE 8.500 1,814.64 80
8.250 1,814.64 295,000.00
MIAMI BEACH FL 33140 1 05/30/96 00
0380500265 05 07/01/96 0
507249 O 06/01/26
0
1517442 624/728 F 272,000.00 ZZ
360 272,000.00 1
1348 MARIPOSA AVENUE 8.625 2,115.59 85
8.375 2,115.59 320,000.00
SAN JOSE CA 95126 1 07/15/96 04
0380500430 05 09/01/96 25
63006161103 O 08/01/26
0
1
1517445 765/G01 F 252,000.00 ZZ
360 252,000.00 1
23028 OXNARD STREET 8.625 1,960.04 80
8.375 1,960.04 315,000.00
WOODLAND HILLS( CA 91367 1 07/23/96 00
0430008524 05 09/01/96 0
315129 O 08/01/26
0
1517458 F02/728 F 309,500.00 ZZ
360 308,779.85 1
1 RIVERSIDE FARM DRIVE 8.750 2,434.85 75
8.500 2,434.85 413,000.00
EUREKA MO 63025 5 03/15/96 00
0380500380 05 05/01/96 0
209859000 O 04/01/26
0
1517459 F02/728 F 288,000.00 ZZ
360 285,710.12 1
97 UNDERHILL ROAD 7.625 2,038.45 90
7.375 2,038.45 320,000.00
OSSINING NY 10562 2 02/09/96 14
0380500364 05 04/01/96 25
209713900 O 03/01/26
0
1517468 685/728 F 252,000.00 ZZ
360 252,000.00 1
19432 MERION CIRCLE 8.750 1,982.49 80
8.500 1,982.49 315,000.00
HUNTINGTON BEAC CA 92648 1 07/29/96 00
0380500661 09 09/01/96 0
105199 O 08/01/26
0
1517473 E87/728 F 248,000.00 ZZ
360 248,000.00 1
720 MATEO COURT 8.625 1,928.92 80
8.375 1,928.92 310,000.00
SANTA BARBARA CA 93111 2 07/18/96 00
0380500620 05 09/01/96 0
70000123 O 08/01/26
0
1517476 731/G01 F 266,250.00 ZZ
360 266,250.00 1
21111 GRENOLA DRIVE 8.500 2,047.23 75
8.250 2,047.23 356,000.00
1
CUPERTINO CA 95014 2 07/23/96 00
0430008516 05 09/01/96 0
112152357 O 08/01/26
0
1517477 B74/728 F 229,500.00 ZZ
360 229,500.00 1
18515 WILD HORSE CREEK ROAD 8.750 1,805.48 90
8.500 1,805.48 255,000.00
WILDWOOD MO 63005 1 07/25/96 12
0380500968 05 09/01/96 25
962820 O 08/01/26
0
1517482 637/G01 F 256,000.00 ZZ
360 256,000.00 1
22 SYLVIA STREET 8.750 2,013.96 75
8.500 2,013.96 345,000.00
GLEN HEAD NY 11545 2 07/18/96 00
0430009175 05 09/01/96 0
9105503 O 08/01/26
0
1517486 637/G01 F 375,000.00 ZZ
360 375,000.00 1
106 WHEATLY ROAD 9.125 3,051.13 49
8.875 3,051.13 775,000.00
OLD WESTBURY NY 10568 1 07/19/96 00
0430009142 05 09/01/96 0
9227059 O 08/01/26
0
1517611 776/728 F 247,450.00 ZZ
360 247,450.00 1
7322 URSHAN WAY 8.875 1,968.83 90
8.625 1,968.83 274,950.00
SAN JOSE CA 95138 1 07/11/96 11
0380500596 05 09/01/96 25
6233768 O 08/01/26
0
1517620 074/074 F 346,500.00 ZZ
360 346,089.37 2
79 STRICKLAND ROAD 8.625 2,695.05 90
8.375 2,695.05 385,000.00
COS COB CT 06807 1 05/10/96 11
1580028760 05 07/01/96 25
1580028760 O 06/01/26
0
1
1517627 074/074 F 202,100.00 ZZ
360 201,340.60 1
3220 BLENHEIM COURT 7.500 1,413.12 66
7.250 1,413.12 310,000.00
PLANO TX 75025 2 02/23/96 00
34199951 05 04/01/96 0
34199951 O 03/01/26
0
1517640 074/074 F 512,000.00 ZZ
360 510,921.89 1
429 SPILLWAY ROAD 8.625 3,982.29 80
TOWN OF HURLEY 8.375 3,982.29 640,000.00
WEST HURLEY NY 12491 4 02/12/96 00
11422220 05 08/01/96 0
11422220 O 07/01/26
0
1517653 F02/728 F 236,000.00 ZZ
360 235,568.03 1
9496 SHERWOOD 8.500 1,814.64 75
8.250 1,814.64 314,694.00
SALINE MI 48176 5 04/02/96 00
0380500414 05 06/01/96 0
209847171 O 05/01/26
0
1517770 696/728 F 248,000.00 ZZ
360 248,000.00 1
1120 RANDOLPH ROAD 8.375 1,884.98 80
8.125 1,884.98 310,000.00
MCLEAN VA 22101 1 07/31/96 00
0380500489 05 09/01/96 0
2327995 O 08/01/26
0
1517849 070/070 F 228,000.00 ZZ
360 228,000.00 1
827 CAPE TRINITY PLACE 9.000 1,834.54 80
8.750 1,834.54 285,000.00
SAN JOSE CA 95133 1 07/09/96 00
1979607 05 09/01/96 0
1979607 O 08/01/26
0
1517851 070/070 F 255,300.00 ZZ
360 255,300.00 1
1
24320 VIA ARRIBA LINDA 8.875 2,031.28 75
8.625 2,031.28 340,426.00
YORBA LINDA CA 92686 1 07/09/96 00
4164513 05 09/01/96 0
4164513 O 08/01/26
0
1517855 070/070 F 248,800.00 ZZ
360 248,800.00 1
6341 STONE BRIDGE ROAD 8.750 1,957.31 80
8.500 1,957.31 311,000.00
SANTA ROSA CA 95409 1 07/10/96 00
1294110 03 09/01/96 0
1294110 O 08/01/26
0
1518181 964/G01 F 193,600.00 ZZ
360 193,600.00 1
5219 LILLIAN STREET 8.875 1,540.37 80
8.625 1,540.37 242,000.00
TORRANCE CA 90503 1 07/17/96 00
0430009126 05 09/01/96 0
19302 O 08/01/26
0
TOTAL NUMBER OF LOANS : 811
TOTAL ORIGINAL BALANCE : 214,420,786.00
TOTAL PRINCIPAL BALANCE : 214,178,435.49
TOTAL ORIGINAL P+I : 1,654,055.48
TOTAL CURRENT P+I : 1,654,055.48
***************************
* END OF REPORT *
***************************
<PAGE>
RUN ON : 08/26/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.46.01 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S18 CUTOFF : 08/01/96
POOL : 0004218
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST SPREAD RATE STRIP
------------------------------------------------------------------------------
1443889 .2500
203,651.56 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1447298 .2500
76,427.99 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1461788 .2500
75,592.72 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1470520 .2500
325,750.38 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1478651 .2500
755,517.92 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1483171 .2500
797,775.99 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1
1483706 .2500
184,525.30 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1485616 .2500
104,881.83 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1488162 .2500
60,654.84 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1489562 .2500
566,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1489813 .2500
649,079.51 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1491036 .2500
290,017.65 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1491152 .2500
311,250.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1494001 .2500
225,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1
1494349 .2500
124,270.86 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1496714 .2500
254,508.83 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1497300 .2500
99,881.50 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1498018 .2500
318,048.97 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1498388 .2500
124,844.07 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1498492 .2500
529,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1498655 .2500
203,654.34 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1498783 .2500
255,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1
1498863 .2500
260,534.39 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1499570 .2500
44,724.09 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1499710 .2500
243,663.06 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1499910 .2500
210,156.94 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1500183 .2500
194,758.25 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1500764 .2500
181,481.20 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1500916 .2500
80,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1500940 .2500
249,836.46 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1
1501008 .2500
265,000.23 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1501153 .2500
204,375.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1501229 .2500
377,606.55 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1501651 .2500
496,426.01 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1501685 .2500
439,108.40 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1501976 .2500
271,035.70 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1501992 .2500
524,377.85 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1502022 .2500
244,859.04 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1
1502034 .2500
236,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1502444 .2500
322,763.71 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1502995 .2500
339,794.02 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1503053 .2500
283,844.87 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1503082 .2500
239,243.61 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1503453 .2500
176,608.39 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1503581 .2500
94,893.07 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1504000 .2500
369,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1
1504384 .2500
247,849.76 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1504464 .2500
400,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1504487 .2500
468,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1504630 .2500
844,513.84 .0800
8.7500 .0000
8.5000 .0000
8.4200 .4200
8.0000 .0000
1505125 .2500
395,221.79 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1505332 .2500
419,770.58 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1505397 .2500
194,197.66 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1505409 .2500
263,431.91 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1505411 .2500
460,661.06 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1505580 .2500
350,798.06 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1505587 .2500
227,578.82 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1505631 .2500
341,600.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1505759 .2500
464,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1505823 .2500
168,550.01 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1505839 .2500
209,738.04 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1505944 .2500
237,100.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1
1506021 .2500
559,694.11 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1506327 .2500
284,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1506675 .2500
290,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1506771 .2500
291,788.66 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1506830 .2500
333,670.21 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1506933 .2500
204,732.14 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1506982 .2500
97,036.36 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1507007 .7500
219,198.34 .0800
9.8750 .0000
9.1250 .0000
9.0450 1.0450
8.0000 .0000
1
1507135 .2500
202,680.27 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1507224 .2500
205,600.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1507234 .2500
250,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1507238 .2500
232,619.51 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1507243 .2500
192,999.89 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1507253 .2500
383,200.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1507272 .2500
235,849.51 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1507280 .2500
99,946.78 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1
1508222 .2500
264,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1508364 .2500
171,313.10 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1508461 .2500
549,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1508519 .2500
49,945.18 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1508609 .2500
235,200.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1508658 .2500
309,000.00 .0300
8.1250 .0000
7.8750 .0000
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341,687.31 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1517085 .2500
252,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517097 .2500
34,963.56 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1517131 .2500
499,290.50 .0800
7.7400 .0000
7.4900 .0000
7.4100 .0000
7.4100 .0000
1
1517133 .2500
342,281.60 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1517134 .2500
307,595.67 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1517138 .2500
335,476.36 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1517143 .2500
648,645.49 .0800
9.0000 .0000
8.7500 .0000
8.6700 .6700
8.0000 .0000
1517144 .2500
299,798.70 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1517150 .2500
119,854.09 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1517151 .2500
273,611.57 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1517152 .2500
104,822.09 .0800
8.8750 .0000
8.6250 .0000
8.5450 .5450
8.0000 .0000
1
1517154 .2500
463,406.21 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1517155 .2500
178,329.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1517156 .2500
499,332.47 .0800
8.0420 .0000
7.7920 .0000
7.7120 .0000
7.7120 .0000
1517157 .2500
382,936.28 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1517158 .2500
391,099.64 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1517159 .2500
464,222.74 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1517160 .2500
128,921.85 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1517162 .2500
479,716.60 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1
1517165 .2500
253,866.99 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0450
8.0000 .0000
1517166 .2500
402,261.29 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
1517170 .2500
289,213.84 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1517172 .2500
262,415.93 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1517175 .2500
219,725.56 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0450
8.0000 .0000
1517177 .2500
59,965.48 .0800
8.7500 .0000
8.5000 .0000
8.4200 .4200
8.0000 .0000
1517184 .2500
305,100.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1517197 .2500
134,300.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1
1517202 .2500
259,950.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1517208 .2500
350,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1517222 .2500
287,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1517228 .2500
315,818.19 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517229 .2500
231,710.59 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1517232 .2500
131,925.99 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1517375 .2500
231,200.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1517400 .2500
229,500.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1
1517437 .2500
235,713.04 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1517442 .2500
272,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1517445 .2500
252,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1517458 .2500
308,779.85 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517459 .2500
285,710.12 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1517468 .2500
252,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517473 .2500
248,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1517476 .2500
266,250.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1
1517477 .2500
229,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517482 .2500
256,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517486 .2500
375,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1517611 .2500
247,450.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1517620 .2500
346,089.37 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1517627 .2500
201,340.60 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1517640 .2500
510,921.89 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1517653 .2500
235,568.03 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1
1517770 .2500
248,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1517849 .2500
228,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .6700
8.0000 .0000
1517851 .2500
255,300.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .5450
8.0000 .0000
1517855 .2500
248,800.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .4200
8.0000 .0000
1518181 .2500
193,600.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
TOTAL NUMBER OF LOANS: 811
TOTAL BALANCE........: 214,178,435.49
RUN ON : 08/26/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.46.01 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S18 FIXED SUMMARY REPORT CUTOFF : 08/01/96
POOL : 0004218
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 8.5276 7.2500 9.8750
RFC NET RATE 8.2764 7.0000 9.1250
NET MTG RATE(INVSTR RATE) 8.2212 6.9200 9.0450
POST SPREAD RATE 7.9164 6.9200 8.0000
SUB SERV FEE .2512 .2500 .8750
MSTR SERV FEE .0552 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .3049 .0000 1.0450
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 811
TOTAL BALANCE........: 214,178,435.49
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or otherwise
modified from time to time, this "Contract") is made this _________ day of
_______, 19____, by and between Residential Funding Corporation, its successors
and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans
for, Residential Funding, and Residential Funding desires to purchase Loans from
the Seller/Servicer and/or have the Seller/Servicer service various of its
Loans, pursuant to the terms of this Contract and the Residential Funding Seller
and Servicer Guides incorporated herein by reference, as amended, supplemented
or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms, conditions
and agreements set forth below, the parties agree as follows:
1. INCORPORATION OF GUIDES BY REFERENCE.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
-------- -------
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such
terms have in the Guides, unless the context clearly requires otherwise.
2. AMENDMENTS.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. REPRESENTATIONS AND WARRANTIES.
a. Reciprocal Representations and Warranties.
<PAGE>
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization, is
qualified, if necessary, to do business and in good standing in
each jurisdiction in which it is required to be so qualified, and
has the requisite power and authority to enter into this Contract
and all other agreements which are contemplated by this Contract
and to carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by
each party and constitutes a valid and legally binding agreement
of each party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party, that
could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage, indenture,
indebtedness, agreement, instrument, judgment, decree, order,
statute, rule or regulation and none of the foregoing adversely
affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this
Contract will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3,
the Seller/Servicer makes the representations, warranties and
covenants set forth in the Guides and, upon request, agrees to deliver
to Residential Funding the certified Resolution of Board of Directors
which authorizes the execution and delivery of this Contract.
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.
G-2
<PAGE>
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
G-3
<PAGE>
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
parties agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by law. Each of the parties further agrees not
to institute any legal actions or proceedings against the other party or any
director, officer, employee, attorney, agent or property of the other party,
arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. MISCELLANEOUS.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and
Residential Funding have executed this Seller/Servicer Contract as of the date
first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
========================================
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
1
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1996-S18,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class [R-I][R-II] Certificates, and (iii)
is acquiring the Class [R-I][R-II] Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class [R-I][R-II] Certificates to disqualified organizations under
the Code, that applies to all transfers of Class [R-I][R-II] Certificates after
March 31, 1988; (ii) that such tax would be on the transferor, or, if such
transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class [R-
I][R-II] Certificates may be "noneconomic residual interests" within the meaning
of Treasury regulations promulgated pursuant to the Code and that the transferor
of a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class [R-I][R-II] Certificates if at any time during the taxable
year of the pass-through
<PAGE>
entity a disqualified organization is the record holder of an interest in such
entity. (For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives.)
[5. The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.]
6. That the Owner is aware that the Trustee will not register the
transfer of any Class [R-I][R-II] Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face
of the Class [R-I][R-II] Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class [R-I][R-II]
Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section
5.02(f) which authorize the Trustee to deliver payments to a person other than
the Owner and negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.02(f)). The Owner expressly
agrees to be bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class [R-I][R-II] Certificates will
only be owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is ______________.
10. This affidavit and agreement relates only to the Class [R-I][R-
II] Certificates held by the Owner and not to any other holder of the Class [R-
I][R-II] Certificates. The Owner understands that the liabilities described
herein relate only to the Class [R-I][R-II] Certificates.
11. That no purpose of the Owner relating to the transfer of any of
the Class [R-I][R-II] Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
12. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class [R-I][R-II]
Certificate that the Owner intends to pay taxes
I-1-2
<PAGE>
associated with holding such Class [R-I][R-II] Certificate as they become due,
fully understanding that it may incur tax liabilities in excess of any cash
flows generated by the Class [R-I][R-II] Certificate.
13. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class [R-I][R-II] Certificates remain outstanding.
14. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
I-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Owner.
Subscribed and sworn before me this ____ day of ________________,
199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
I-1-4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
Re: Mortgage Pass-Through Certificates,
Series 1996-S18, Class [R-I][R-II]
-----------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1996-S18, Class [R-I][R-II] (the "Certificates"), pursuant to Section 5.02 of
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of August 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
<PAGE>
determined that the Purchaser has historically paid its debts as they become due
and has found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The Seller
understands that the transfer of a Class [R-I][R-II] Certificate may not be
respected for United States income tax purposes (and the Seller may continue to
be liable for United States income taxes associated therewith) unless the Seller
has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
RE: Mortgage Pass-Through Certificates,
Series 1996-S18, [Class B-]
-----------------------------
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1996-S18, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of August 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
<PAGE>
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
J-2
<PAGE>
any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance with
the provisions of the Pooling and Servicing Agreement.
[6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan; or
(b) is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general
account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being
made in reliance upon the availability of the exemptive relief
afforded under Section III of PTCE 95-60.]
Very truly yours,
-----------------------------------------------
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
J-3
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
_________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
Re: Mortgage Pass-Through Certificates,
Series 1996-S18, [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-S18, Class
(the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of August 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
<PAGE>
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
---------------------------------------
(Seller)
By:_____________________________________
Name:___________________________________
Title:__________________________________
K-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of August 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.
<PAGE>
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, nor will it act,
nor has it authorized or will it authorize any person to act, in such manner
with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2.
The Buyer is aware that the sale to it is being made in reliance on Rule
144A. The Buyer is acquiring the Rule 144A Securities for its own account
or the accounts of other qualified institutional buyers, understands that
such Rule 144A Securities may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of PTCE
95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document as
of the date set forth below.
Print Name of Seller Print Name of Buyer
By:____________________________ By:____________________________
Name:__________________________ Name:__________________________
Title:_________________________ Title:_________________________
Taxpayer Identification: Taxpayer Identification:
No.____________________________ No.____________________________
Date:__________________________ Date:__________________________
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings
-----------------
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
----
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised
by the State or territorial banking commission or similar official or is
a foreign bank or equivalent institution, and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
----------------------------------
L-4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
----------------
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
-------------
of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
-----------------
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
-------------------
State, its political subdivisions, or any agency or instrumentality of
the State or its political subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
----------
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under
------------------
the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
----
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
----------------------------
company as defined in Section 202(a)(22) of the Investment Advisers Act
of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
----------
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
---------- ----------------
of issuers that are affiliated with the 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.
L-5
<PAGE>
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:__________________________
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
3. The term "Family of Investment Companies" as used herein means
------------------------------
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
----------
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
L-7
<PAGE>
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
_______________________________
Print Name of Buyer
By:____________________________
Name:________________________
Title:_______________________
IF AN ADVISER:
_______________________________
Print Name of Buyer
Date:__________________________
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 12.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
----------------------------------------------
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
- --------
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
- -------- -------
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction 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
<PAGE>
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) either REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is outstanding, and (ii)
no such substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of
M-2
<PAGE>
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 12.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the then-
current rating assigned to the Class B Certificates by such rating agency and
(b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 12.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) either REMIC I or REMIC II to fail to qualify as a REMIC at any time that
any Certificate is outstanding. A copy of any such instrument shall be provided
to the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S18
__________________, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
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 August 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-S18 (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
<PAGE>
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.
N-2
<PAGE>
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:__________________________________
N-3
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S18
Re: Mortgage Pass-Through Certificates, Series 1996-S18 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
August 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;
<PAGE>
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
--------------------------------
(Lender)
By:_____________________________
Name:___________________________
Title:__________________________
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
<PAGE>
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1515341 258,140.75 6.920 13.5000000000% 34,849.00
1516633 290,122.60 6.920 13.5000000000% 39,166.55
1516689 459,284.61 7.045 11.9375000000% 54,827.10
1517158 391,099.64 7.045 11.9375000000% 46,687.52
1512361 275,982.87 7.095 11.3125000000% 31,220.56
1515564 234,814.37 7.170 10.3750000000% 24,361.99
1516716 244,265.83 7.170 10.3750000000% 25,342.58
1516860 102,247.53 7.170 10.3750000000% 10,608.18
1517627 201,340.60 7.170 10.3750000000% 20,889.09
1513929 246,109.70 7.220 9.7500000000% 23,995.70
1514021 264,205.91 7.220 9.7500000000% 25,760.08
1515351 319,550.21 7.295 8.8125000000% 28,160.36
1516973 387,835.99 7.295 8.8125000000% 34,178.05
1470520 325,750.38 7.345 8.1875000000% 26,670.81
1506771 291,788.66 7.345 8.1875000000% 23,890.20
1508609 235,200.00 7.345 8.1875000000% 19,257.00
1509839 174,873.34 7.345 8.1875000000% 14,317.75
1512606 251,873.46 7.345 8.1875000000% 20,622.14
1517459 285,710.12 7.345 8.1875000000% 23,392.52
1517131 499,290.50 7.410 7.3750000000% 36,822.67
1515310 291,075.80 7.420 7.2500000000% 21,103.00
1515323 335,782.89 7.420 7.2500000000% 24,344.26
1515325 275,910.76 7.420 7.2500000000% 20,003.53
1516510 233,034.86 7.420 7.2500000000% 16,895.03
1516560 324,770.62 7.420 7.2500000000% 23,545.87
1516906 264,535.94 7.420 7.2500000000% 19,178.86
1516908 316,235.54 7.420 7.2500000000% 22,927.08
1516923 413,507.94 7.420 7.2500000000% 29,979.33
1517166 402,261.29 7.420 7.2500000000% 29,163.94
1489813 649,079.51 7.470 6.6250000000% 43,001.52
1498018 318,048.97 7.470 6.6250000000% 21,070.74
1513951 266,045.52 7.470 6.6250000000% 17,625.52
1513977 332,984.39 7.470 6.6250000000% 22,060.22
1514128 262,877.20 7.470 6.6250000000% 17,415.61
1515055 229,737.73 7.470 6.6250000000% 15,220.12
1483171 797,775.99 7.545 5.6875000000% 45,373.51
1513613 315,121.52 7.545 5.6875000000% 17,922.54
1515304 124,740.22 7.545 5.6875000000% 7,094.60
1515335 267,633.39 7.545 5.6875000000% 15,221.65
1515352 287,401.49 7.545 5.6875000000% 16,345.96
1515363 498,960.91 7.545 5.6875000000% 28,378.40
1515377 269,887.97 7.545 5.6875000000% 15,349.88
1515562 260,000.00 7.545 5.6875000000% 14,787.50
1516441 674,535.47 7.545 5.6875000000% 38,364.20
1516537 259,821.07 7.545 5.6875000000% 14,777.32
1516593 277,408.96 7.545 5.6875000000% 15,777.63
1516639 227,884.87 7.545 5.6875000000% 12,960.95
1516641 299,585.73 7.545 5.6875000000% 17,038.94
1516656 243,035.42 7.545 5.6875000000% 13,822.64
1516695 309,971.36 7.545 5.6875000000% 17,629.62
1516726 235,509.53 7.545 5.6875000000% 13,394.60
1516756 227,526.17 7.545 5.6875000000% 12,940.55
1516787 253,721.63 7.545 5.6875000000% 14,430.42
1516885 81,829.58 7.545 5.6875000000% 4,654.06
1516914 299,576.13 7.545 5.6875000000% 17,038.39
1516974 287,199.36 7.545 5.6875000000% 16,334.46
1517151 273,611.57 7.545 5.6875000000% 15,561.66
1517155 178,329.86 7.545 5.6875000000% 10,142.51
1517157 382,936.28 7.545 5.6875000000% 21,779.50
1499710 243,663.06 7.595 5.0625000000% 12,335.44
1506830 333,670.21 7.595 5.0625000000% 16,892.05
1508364 171,313.10 7.595 5.0625000000% 8,672.73
1513897 301,445.39 7.595 5.0625000000% 15,260.67
1513947 270,696.54 7.595 5.0625000000% 13,704.01
1515050 237,336.55 7.595 5.0625000000% 12,015.16
1515072 222,996.42 7.595 5.0625000000% 11,289.19
1515081 333,370.41 7.595 5.0625000000% 16,876.88
1515273 284,000.00 7.595 5.0625000000% 14,377.50
1517030 264,574.34 7.595 5.0625000000% 13,394.08
1517034 348,779.76 7.595 5.0625000000% 17,656.98
1515315 249,493.41 7.670 4.1250000000% 10,291.60
1515332 422,961.78 7.670 4.1250000000% 17,447.17
1515350 298,621.29 7.670 4.1250000000% 12,318.13
1516296 347,766.49 7.670 4.1250000000% 14,345.37
1516564 218,153.52 7.670 4.1250000000% 8,998.83
1516690 355,278.61 7.670 4.1250000000% 14,655.24
1516723 368,752.41 7.670 4.1250000000% 15,211.04
1516739 429,711.48 7.670 4.1250000000% 17,725.60
1516762 279,432.58 7.670 4.1250000000% 11,526.59
1516812 395,466.81 7.670 4.1250000000% 16,313.01
1516871 89,539.87 7.670 4.1250000000% 3,693.52
1516873 211,132.11 7.670 4.1250000000% 8,709.20
1516976 55,886.51 7.670 4.1250000000% 2,305.32
1517138 335,476.36 7.670 4.1250000000% 13,838.40
1517144 299,798.70 7.670 4.1250000000% 12,366.70
1517170 289,213.84 7.670 4.1250000000% 11,930.07
1517156 499,332.47 7.712 3.6000000000% 17,975.97
1483706 184,525.30 7.720 3.5000000000% 6,458.39
1501685 439,108.40 7.720 3.5000000000% 15,368.79
1511524 371,750.40 7.720 3.5000000000% 13,011.26
1511602 299,596.08 7.720 3.5000000000% 10,485.86
1512805 196,667.95 7.720 3.5000000000% 6,883.38
1513325 284,031.02 7.720 3.5000000000% 9,941.09
1513934 246,984.76 7.720 3.5000000000% 8,644.47
1513942 250,968.41 7.720 3.5000000000% 8,783.89
1514034 249,493.41 7.720 3.5000000000% 8,732.27
1514070 249,000.53 7.720 3.5000000000% 8,715.02
1515059 261,424.47 7.720 3.5000000000% 9,149.86
1516154 232,000.00 7.720 3.5000000000% 8,120.00
1515309 283,127.85 7.795 2.5625000000% 7,255.15
1515314 798,949.83 7.795 2.5625000000% 20,473.09
1515345 231,691.33 7.795 2.5625000000% 5,937.09
1515354 273,957.64 7.795 2.5625000000% 7,020.16
1515369 251,252.60 7.795 2.5625000000% 6,438.35
1515371 329,204.43 7.795 2.5625000000% 8,435.86
1515565 253,633.98 7.795 2.5625000000% 6,499.37
1515566 323,788.05 7.795 2.5625000000% 8,297.07
1516309 275,319.78 7.795 2.5625000000% 7,055.07
1516512 254,246.69 7.795 2.5625000000% 6,515.07
1516525 251,609.08 7.795 2.5625000000% 6,447.48
1516545 375,754.04 7.795 2.5625000000% 9,628.70
1516637 359,764.51 7.795 2.5625000000% 9,218.97
1516658 343,219.44 7.795 2.5625000000% 8,795.00
1516731 519,317.38 7.795 2.5625000000% 13,307.51
1516759 460,485.81 7.795 2.5625000000% 11,799.95
1516785 305,244.38 7.795 2.5625000000% 7,821.89
1516912 579,238.61 7.795 2.5625000000% 14,842.99
1516921 225,303.84 7.795 2.5625000000% 5,773.41
1516970 266,849.25 7.795 2.5625000000% 6,838.01
1517081 341,687.31 7.795 2.5625000000% 8,755.74
1517134 307,595.67 7.795 2.5625000000% 7,882.14
1517159 464,222.74 7.795 2.5625000000% 11,895.71
1514783 232,000.00 7.820 2.2500000000% 5,220.00
1461788 75,592.72 7.845 1.9375000000% 1,464.61
1500764 181,481.20 7.845 1.9375000000% 3,516.20
1500940 249,836.46 7.845 1.9375000000% 4,840.58
1508658 309,000.00 7.845 1.9375000000% 5,986.88
1509343 600,000.00 7.845 1.9375000000% 11,625.00
1509536 384,919.61 7.845 1.9375000000% 7,457.82
1509831 327,883.08 7.845 1.9375000000% 6,352.73
1512067 344,000.00 7.845 1.9375000000% 6,665.00
1512220 224,852.82 7.845 1.9375000000% 4,356.52
1513512 366,437.86 7.845 1.9375000000% 7,099.73
1513691 289,810.29 7.845 1.9375000000% 5,615.07
1513881 286,412.52 7.845 1.9375000000% 5,549.24
1513883 292,000.00 7.845 1.9375000000% 5,657.50
1514122 227,850.86 7.845 1.9375000000% 4,414.61
1514683 249,836.46 7.845 1.9375000000% 4,840.58
1514710 94,937.85 7.845 1.9375000000% 1,839.42
1515075 234,496.51 7.845 1.9375000000% 4,543.37
1515079 246,738.49 7.845 1.9375000000% 4,780.56
1515946 215,758.76 7.845 1.9375000000% 4,180.33
1517375 231,200.00 7.845 1.9375000000% 4,479.50
1514835 252,635.47 7.870 1.6250000000% 4,105.33
1478651 755,517.92 7.920 1.0000000000% 7,555.18
1515334 998,720.28 7.920 1.0000000000% 9,987.20
1515360 107,861.79 7.920 1.0000000000% 1,078.62
1515362 479,693.92 7.920 1.0000000000% 4,796.94
1515370 221,073.33 7.920 1.0000000000% 2,210.73
1516283 249,840.58 7.920 1.0000000000% 2,498.41
1516318 255,836.75 7.920 1.0000000000% 2,558.37
1516351 349,776.82 7.920 1.0000000000% 3,497.77
1516470 290,250.00 7.920 1.0000000000% 2,902.50
1516492 287,816.35 7.920 1.0000000000% 2,878.16
1516495 230,402.98 7.920 1.0000000000% 2,304.03
1516505 269,827.83 7.920 1.0000000000% 2,698.28
1516528 273,825.28 7.920 1.0000000000% 2,738.25
1516553 394,972.48 7.920 1.0000000000% 3,949.72
1516589 279,360.85 7.920 1.0000000000% 2,793.61
1516596 279,821.45 7.920 1.0000000000% 2,798.21
1516688 220,783.98 7.920 1.0000000000% 2,207.84
1516697 225,414.96 7.920 1.0000000000% 2,254.15
1516715 239,537.72 7.920 1.0000000000% 2,395.38
1516770 399,744.93 7.920 1.0000000000% 3,997.45
1516798 237,940.79 7.920 1.0000000000% 2,379.41
1516817 247,522.28 7.920 1.0000000000% 2,475.22
1516825 349,325.82 7.920 1.0000000000% 3,493.26
1516826 49,336.78 7.920 1.0000000000% 493.37
1516843 245,027.12 7.920 1.0000000000% 2,450.27
1516879 275,324.32 7.920 1.0000000000% 2,753.24
1516919 201,471.44 7.920 1.0000000000% 2,014.71
1516922 173,389.36 7.920 1.0000000000% 1,733.89
1517133 342,281.60 7.920 1.0000000000% 3,422.82
1517154 463,406.21 7.920 1.0000000000% 4,634.06
1443889 203,651.56 7.970 0.3750000000% 763.69
1496714 254,508.83 7.970 0.3750000000% 954.41
1502034 236,000.00 7.970 0.3750000000% 885.00
1505409 263,431.91 7.970 0.3750000000% 987.87
1507272 235,849.51 7.970 0.3750000000% 884.44
1509736 603,614.85 7.970 0.3750000000% 2,263.56
1511641 284,635.29 7.970 0.3750000000% 1,067.38
1512492 367,292.43 7.970 0.3750000000% 1,377.35
1512949 678,690.21 7.970 0.3750000000% 2,545.09
1513034 99,642.52 7.970 0.3750000000% 373.66
1513933 335,962.10 7.970 0.3750000000% 1,259.86
1514148 359,594.87 7.970 0.3750000000% 1,348.48
1514738 124,000.00 7.970 0.3750000000% 465.00
1515053 300,000.00 7.970 0.3750000000% 1,125.00
1515698 223,950.00 7.970 0.3750000000% 839.81
1515775 384,000.00 7.970 0.3750000000% 1,440.00
1515806 149,500.00 7.970 0.3750000000% 560.63
1515812 269,000.00 7.970 0.3750000000% 1,008.75
1515948 302,157.20 7.970 0.3750000000% 1,133.09
$58,476,527.66 3.8286390312% $2,238,855.16
<PAGE>
EXHIBIT Q
COPY OF FSA POLICY
Q-1
<PAGE>
FINANCIAL GUARANTY
INSURANCE POLICY
<TABLE>
<CAPTION>
=================================================================================================
Trust: As described in Endorsement No. 1 Policy No.: 50500-N
=================================================================================================
<S> <C>
Certificates: $21,088,000 Original Principal Amount Residential Funding Date of Issuance:
Mortgage Securities I, Inc. Mortgage Pass-Through Certificates, Series 8/29/96
1996-S18, Class A-7, Class A-9 and
Class A-10
=================================================================================================
</TABLE>
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to
the Trustee for the benefit of each Holder, subject only to the terms of this
Policy (which includes each endorsement hereto), the full and complete payment
of Guaranteed Distributions with respect to the Certificates of the Trust
referred to above.
For the further protection of each Holder, Financial Security irrevocably
and unconditionally guarantees payment of the amount of any distribution of
principal or interest with respect to the Certificates made during the Term of
this Policy to such Holder that is subsequently avoided in whole or in part as
a preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be made
following receipt by Financial Security of notice as described in Endorsement
No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated
on the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the
Certificate. "Trustee", "Guaranteed Distributions" and "Term of this Policy"
shall have the meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security, and
shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in
respect of this Policy are nonrefundable for any reason whatsoever. This
Policy may not be canceled or revoked during the Term of this Policy. An
acceleration payment shall not be due under this Policy unless such
acceleration is at the sole option of Financial Security. THIS POLICY IS NOT
COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE
76 OF THE NEW YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By________________________________
AUTHORIZED OFFICER
<PAGE>
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY ASSURANCE INC.
TRUST: The Trust Fund held by the Trustee under the Pooling and
Servicing Agreement, dated as of August 1, 1996, among The First
National Bank of Chicago, as Trustee, Residential Funding
Mortgage Securities I, Inc., and Residential Funding Corporation,
as Master Servicer.
Policy No.: 50500-N
CERTIFICATES: $21,088,000 Original Principal Amount Residential Funding
Mortgage Securities I, Inc. Mortgage Pass- Through Certificates,
Series 1996-S18, Class A-7, Class A-9 and Class A-10
Date of Issuance: August 29, 1996
1. Definitions. For all purposes of this Policy, the terms specified
-----------
below shall have the meanings or constructions provided below. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
provided in the Pooling and Servicing Agreement unless the context shall
otherwise require.
"Accrued Certificate Interest" has the meaning set forth in the
----------------------------
Pooling and Servicing Agreement, provided, however, that, for all purposes of
-------- -------
this Policy, Accrued Certificate Interest on the Certificates will be deemed to
include any portion of the amounts allocated to the Certificates described in
clause (i) of the definition thereof (to the extent such amounts are not offset
by payments made by the Master Servicer or from the Insured Reserve Withdrawal);
clauses (ii) and (iii) of the definition thereof; and clause (iv) of the
definition thereof (in each case, to the extent such shortfalls are not covered
by the subordination provided by the Class M and Class B Certificates and
provided that such shortfalls shall not include interest not collectible
pursuant to the Soldiers "and Sailors" Relief Act of 1940).
"Business Day" means any day other than (i) a Saturday or Sunday, or
------------
(ii) a day on which banking institutions in the City of New York, the State of
Michigan, the State of California or the State of Illinois (or such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are authorized or obligated by law or executive order to be
closed.
"Guaranteed Distributions" means, with respect to each Distribution
------------------------
Date, the distribution to be made to Holders of the Certificates in an aggregate
amount equal to the sum of (1) the Accrued Certificate Interest thereon and (2)
the principal portion of any Realized Losses allocable to the Certificates on
such Distribution Date, and (3) the Certificate Principal Balances of the
Certificates to the extent unpaid on the final Distribution Date or earlier
termination of the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement, in accordance with the original terms of the Certificates when issued
and without regard to any amendment or
<PAGE>
modification of the Certificates or the Pooling and Servicing Agreement except
amendments or modifications to which Financial Security has given its prior
written consent. Guaranteed Distributions shall not include, nor shall coverage
be provided under this Policy in respect of, any taxes, withholding or other
charge imposed by any governmental authority.
"Policy" means this Financial Guaranty Insurance Policy and includes
------
each endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and Servicing
-------------------------------
Agreement, dated as of July 1, 1996 among The First National Bank of Chicago, as
Trustee, Residential Funding Mortgage Securities I, Inc., and Residential
Funding Corporation, as Master Servicer relating to the Certificates.
"Receipt" and "Received" mean actual delivery to Financial Security
------- --------
and to the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New
York City time, on a Business Day; delivery either on a day that is not a
Business Day, or after 12:00 noon, New York City time, shall be deemed to be
receipt on the next succeeding Business Day. If any notice or certificate given
hereunder by the Trustee is not in proper form or is not properly completed,
executed or delivered, it shall be deemed not to have been Received, and
Financial Security or its Fiscal Agent shall promptly so advise the Trustee and
the Trustee may submit an amended notice.
"Term of This Policy" means the period from and including the Date of
-------------------
Issuance to and including the date on which the Certificate Principal Balance on
the Certificates is zero.
"Trustee" means The First National Bank of Chicago in its capacity as
-------
Trustee under the Pooling and Servicing Agreement and any successor in such
capacity.
2. Deletions from Policy. The second paragraph of the Financial Guaranty
---------------------
Insurance Policy to which this Endorsement relates (regarding Policy payments
subsequently avoided in whole or in part as a preference payment under
applicable law) is hereby deleted.
3. Notices and Conditions to Payment in Respect of Guaranteed
----------------------------------------------------------
Distributions. Following Receipt by Financial Security of a notice and
- -------------
certificate from the Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in respect
of Guaranteed Distributions out of the funds of Financial Security on the later
to occur of (a) 12:00 noon, New York City time, on the Business Day following
such Receipt; and (b) 12:00 noon, New York City time, on the Distribution Date
to which such claim relates. Payments due hereunder in respect of Guaranteed
Distributions will be disbursed by wire transfer of immediately available funds
to the FSA Policy Payments Account established pursuant to the Pooling and
Servicing Agreement or, if no such FSA Policy Payments Account has been
established, to the Trustee for deposit to the Certificate Account.
Financial Security shall be entitled to pay, at any time after a claim is
made under the Policy, any amount hereunder in respect of Guaranteed
Distributions, including any acceleration payment, whether or not any notice and
certificate shall have been Received by Financial Security
<PAGE>
as provided above. Financial Security shall be entitled to pay hereunder any
amount in respect of Guaranteed Distributions on an accelerated basis, at any
time after a claim is made under the Policy, or from time to time, in whole or
in part, prior to the scheduled date of payment thereof; Guaranteed
Distributions insured hereunder shall not include interest, in respect of
principal paid hereunder on an accelerated basis, accruing from after the date
of such payment of principal. Financial Security's obligations hereunder in
respect of Guaranteed Distributions shall be discharged to the extent funds are
disbursed by Financial Security as provided herein whether or not such funds are
properly applied by the Trustee.
4. Governing Law. This Policy shall be governed by and construed in
-------------
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy, Financial
------------
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trustee at the notice address specified in the
Pooling and Servicing Agreement specifying the name and notice address of the
Fiscal Agent. From and after the date of receipt of such notice by the Trustee,
(i) copies of all notices and documents required to be delivered to Financial
Security pursuant to this Policy shall be simultaneously delivered to the Fiscal
Agent and to Financial Security and shall not be deemed Received until Received
by both and (ii) all payments required to be made by Financial Security under
this Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable
------------------
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder of any Certificates, all rights (whether by counterclaim, set off
or otherwise) and defenses (including, without limitation, the defense of
fraud), whether acquired by subrogation, assignment or otherwise, to the extent
that such rights and defenses may be available to Financial Security to avoid
payment of its obligations under this Policy in accordance with the express
provisions of this Policy.
7. Notices. All notices to be given hereunder shall be in writing
-------
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President
- Surveillance
Telecopy No.: (212) 339-3518
(212) 826-0100
<PAGE>
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.
8. Priorities. In the event any term or provision of the face of this
----------
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. This Policy is not covered
----------------------------------------
by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Holder shall surrender this Policy to
-------------------
Financial Security for cancellation upon expiration of the Term of this Policy.
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By _______________________________
Authorized Officer
<PAGE>
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
- -------------------------------
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of The First National Bank of
Chicago (the "Trustee"), hereby certifies to Financial Security Assurance Inc.
("Financial Security"), with reference to Financial Guaranty Insurance Policy
No. 50500-N dated August 29, 1996 (the "Policy") issued by Financial Security in
respect of the Residential Funding Mortgage Securities I, Inc. Mortgage Pass-
Through Certificates, Series 1996-S18, Class A-7, Class A- 9 and Class A-10 (the
"Certificates"), that:
(i) The Trustee is the Trustee under the Pooling and Servicing Agreement
for the Holders of the Certificates.
(ii) The sum of all amounts on deposit (or scheduled to be on deposit) in
the Certificate Account (after giving effect to any applications of funds from
the Certificate Reserve Fund) and available for distribution to the Holders
pursuant to the Pooling and Servicing Agreement will be $___________ (the
"Shortfall") less than the sum of (a) the Guaranteed Distributions with respect
to the Distribution Date ($____________) and (b) the aggregate amount on deposit
(or scheduled to be on deposit) in the Certificate Account (after giving effect
to any applications of funds from the Certificate Reserve Fund) that will be
applied to make payments of principal on the Certificates on such Distribution
Date pursuant to the Pooling and Servicing Agreement, but without giving effect
to any payments to be made under the Policy.
(iii) The Trustee is making a claim under the Policy for the lesser
of (a) the Shortfall and (b) the Guaranteed Distributions with respect to the
Distribution Date, to be applied to distributions of principal or interest or
both with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds from
Financial Security, it shall (a) hold such amounts in trust and apply the same
directly to the payment of Guaranteed Distributions on the Certificates when
due; (b) not apply such funds for any other purpose; (c) not commingle such
funds with other funds held by the Trustee and (d) maintain an accurate record
of such payments with respect to each Certificate and the corresponding claim on
the Policy and proceeds thereof and, if the Certificate is required to be
presented for such payment, shall stamp on each such Certificate the legend
"$[insert applicable amount] paid by Financial Security and the balance hereof
has been canceled and reissued" and then shall deliver such Certificate to
Financial Security.
(v) The Trustee, on behalf of the Holders, hereby assigns to
Financial Security the rights of the Holders with respect to the Certificates to
the extent of any payments under the
<PAGE>
Policy, including, without limitation, any amounts due to the Holders in respect
of securities law violations arising from the offer and sale of the
Certificates. The foregoing assignment is in addition to, and not in limitation
of, rights of subrogation otherwise available to Financial Security in respect
of such payments. The Trustee shall take such action and deliver such
instruments as may be reasonably requested or required by Financial Security to
effectuate the purpose or provisions of this clause (v).
(vi) The Trustee, on its behalf and on behalf of the Holders, hereby
appoints Financial Security as agent and attorney-in-fact for the Trustee and
each such Holder in any legal proceeding with respect to the Certificates. The
Trustee hereby agrees that, so long as a Financial Security Default (as defined
in the Pooling and Servicing Agreement) shall not exist, Financial Security may
at any time during the continuation of any proceeding by or against the
Depositor under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding with respect to the Certificates. In addition, the Trustee hereby
agrees that Financial Security shall be subrogated to, and the Trustee on its
behalf and on behalf of each Holder, hereby delegates and assigns, to the
fullest extent permitted by law, the rights of the Trustee and each Holder in
the conduct of any Insolvency Proceeding, including, without limitation, all
rights of any party to an adversary proceeding or action with respect to any
court order issued in connection with any such Insolvency Proceeding.
(vii) Payments should be made by wire transfer directed to [SPECIFY
FSA POLICY PAYMENTS ACCOUNT OR CERTIFICATE ACCOUNT].
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
of Claim and Certificate as of the ____ day of _______, _________.
______________________________
By:_______________________________________________
Title:_____________________________________________
_________________________________________________________________
<PAGE>
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on _________ by______
Confirmation Number_______
