SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 1, 1996
(Date of earliest event reported)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-54227 75-2006294
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
8400 Normandale Lake Blvd., Suite 600, Minneapolis,
Minnesota 55437
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:(612)
832-7000
Item 5. Other Events.
On January 30, 1996, the Registrant caused the
issuance and sale of Mortgage Pass-Through
Certificates, Series 1996-S3 (the "Certificates")
pursuant to a Pooling and Servicing Agreement dated
as of January 1, 1996, among the Registrant,
Residential Funding Corporation, as Master
Servicer, and Bankers Trust Company, as Trustee.
The Pooling and Servicing Agreement was filed
by the Registrant together with a Current Report on
Form 8-K on February 14, 1996. That Form 8-K
contained an incorrect Pass-Through Rate on Class
A-2 in the table section under the heading
Preliminary Statement. This Form 8-K/A contains
the correct Pass-Through Rate on Class A-2 of
7.40%. a corrected filing by the Registrant.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits (executed copies) - The following
Exhibits to the Form S-3 Registration
Statement of the Registrant were previously
filed:
Exhibit
Number Description
7(c) Pooling and Servicing Agreement, dated as
of January 1, 1996 among Residential
Funding Mortgage Securities I, Inc., as
company, Residential Funding Corporation,
as master servicer, and Bankers Trust
Company, as trustee.
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report
to be signed on behalf of the Registrant by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Diane S. Wold
Title: Vice President
Dated: February 21, 1996
EXHIBIT INDEX
Item 601 (a) of
Exhibit Regulation S-K
Number Exhibit No. Description Format
7(c) 19 Pooling and E
Servicing Agreement
EXHIBIT 19
(Pooling and Servicing Agreement previously filed)
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S3
TABLE OF CONTENTS
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 B Certificate. . . . . . . . . . . . 9
Class B Percentage . . . . . . . . . . . . 10
Class B-1 Percentage . . . . . . . . . . . 10
Class B-1 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 10
Class B-2 Percentage . . . . . . . . . . . 10
Class B-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 10
Class B-3 Percentage . . . . . . . . . . . 10
Class B-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 10
Class M Certificate. . . . . . . . . . . . 10
Class M Percentage . . . . . . . . . . . . 11
Class M-1 Percentage . . . . . . . . . . . 11
Class M-2 Percentage . . . . . . . . . . . 11
Class M-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 11
Class M-3 Percentage . . . . . . . . . . . 11
Class M-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 11
Class R Certificate. . . . . . . . . . . . 11
Closing Date . . . . . . . . . . . . . . . 11
Code . . . . . . . . . . . . . . . . . . . 11
Compensating Interest. . . . . . . . . . . 11
Cooperative. . . . . . . . . . . . . . . . 12
Cooperative Apartment. . . . . . . . . . . 12
Cooperative Lease. . . . . . . . . . . . . 12
Cooperative Loans. . . . . . . . . . . . . 12
Cooperative Stock. . . . . . . . . . . . . 12
Cooperative Stock Certificate. . . . . . . 12
Corporate Trust Office . . . . . . . . . . 12
Credit Support Depletion Date. . . . . . . 12
Curtailment. . . . . . . . . . . . . . . . 13
Custodial Account. . . . . . . . . . . . . 13
Custodial Agreement. . . . . . . . . . . . 13
Custodian. . . . . . . . . . . . . . . . . 13
Cut-off Date . . . . . . . . . . . . . . . 13
Cut-off Date Principal Balance . . . . . . 13
Debt Service Reduction . . . . . . . . . . 13
Default Loss . . . . . . . . . . . . . . . 13
Deficient Valuation. . . . . . . . . . . . 13
Definitive Certificate . . . . . . . . . . 13
Deleted Mortgage Loan. . . . . . . . . . . 13
Depository . . . . . . . . . . . . . . . . 14
Depository Participant . . . . . . . . . . 14
Destroyed Mortgage Note. . . . . . . . . . 14
Determination Date . . . . . . . . . . . . 14
Disqualified Organization. . . . . . . . . 14
Distribution Date. . . . . . . . . . . . . 14
Due Date . . . . . . . . . . . . . . . . . 14
Due Period . . . . . . . . . . . . . . . . 14
Eligible Account . . . . . . . . . . . . . 15
Event of Default . . . . . . . . . . . . . 15
Excess Bankruptcy Loss . . . . . . . . . . 15
Excess Fraud Loss. . . . . . . . . . . . . 15
Excess Special Hazard Loss . . . . . . . . 15
Excess Spread. . . . . . . . . . . . . . . 15
Excess Subordinate Principal Amount. . . . 15
Extraordinary Events . . . . . . . . . . . 16
Extraordinary Losses . . . . . . . . . . . 16
FDIC . . . . . . . . . . . . . . . . . . . 16
FHLMC. . . . . . . . . . . . . . . . . . . 16
Final Distribution Date. . . . . . . . . . 17
Fitch. . . . . . . . . . . . . . . . . . . 17
FNMA . . . . . . . . . . . . . . . . . . . 17
Foreclosure Profits. . . . . . . . . . . . 17
Fraud Loss Amount. . . . . . . . . . . . . 17
Fraud Losses . . . . . . . . . . . . . . . 17
Independent. . . . . . . . . . . . . . . . 18
Initial Certificate Principal Balance. . . 18
Insurance Proceeds . . . . . . . . . . . . 18
Insurer. . . . . . . . . . . . . . . . . . 18
Late Collections . . . . . . . . . . . . . 18
Liquidation Proceeds . . . . . . . . . . . 18
Loan-to-Value Ratio. . . . . . . . . . . . 18
Maturity Date. . . . . . . . . . . . . . . 18
Monthly Payment. . . . . . . . . . . . . . 18
Moody's. . . . . . . . . . . . . . . . . . 19
Mortgage . . . . . . . . . . . . . . . . . 19
Mortgage File. . . . . . . . . . . . . . . 19
Mortgage Loan Schedule . . . . . . . . . . 19
Mortgage Loans . . . . . . . . . . . . . . 20
Mortgage Note. . . . . . . . . . . . . . . 20
Mortgage Rate. . . . . . . . . . . . . . . 20
Mortgaged Property . . . . . . . . . . . . 20
Mortgagor. . . . . . . . . . . . . . . . . 20
Net Mortgage Rate. . . . . . . . . . . . . 20
Non-Primary Residence Loans. . . . . . . . 20
Non-United States Person . . . . . . . . . 20
Nonrecoverable Advance . . . . . . . . . . 20
Nonsubserviced Mortgage Loan . . . . . . . 21
Officers' Certificate. . . . . . . . . . . 21
Opinion of Counsel . . . . . . . . . . . . 21
Original Adjusted Senior Percentage. . . . 21
Outstanding Mortgage Loan. . . . . . . . . 21
Owner. . . . . . . . . . . . . . . . . . . 21
Ownership Interest . . . . . . . . . . . . 21
Pass-Through Rate. . . . . . . . . . . . . 21
Paying Agent . . . . . . . . . . . . . . . 21
Percentage Interest. . . . . . . . . . . . 21
Permitted Investments. . . . . . . . . . . 22
Permitted Transferee . . . . . . . . . . . 23
Person . . . . . . . . . . . . . . . . . . 23
Pool Stated Principal Balance. . . . . . . 23
Prepayment Assumption. . . . . . . . . . . 23
Prepayment Distribution Percentage . . . . 23
Prepayment Distribution Trigger. . . . . . 26
Prepayment Interest Shortfall. . . . . . . 26
Prepayment Period. . . . . . . . . . . . . 26
Primary Insurance Policy . . . . . . . . . 26
Principal Prepayment . . . . . . . . . . . 26
Principal Prepayment in Full . . . . . . . 26
Program Guide. . . . . . . . . . . . . . . 26
Purchase Price . . . . . . . . . . . . . . 26
Qualified Substitute Mortgage Loan . . . . 27
Rating Agency. . . . . . . . . . . . . . . 27
Realized Loss. . . . . . . . . . . . . . . 27
Record Date. . . . . . . . . . . . . . . . 28
Regular Certificate. . . . . . . . . . . . 28
REMIC. . . . . . . . . . . . . . . . . . . 28
REMIC Administrator. . . . . . . . . . . . 28
REMIC Provisions . . . . . . . . . . . . . 28
REO Acquisition. . . . . . . . . . . . . . 28
REO Disposition. . . . . . . . . . . . . . 28
REO Imputed Interest . . . . . . . . . . . 28
REO Proceeds . . . . . . . . . . . . . . . 28
REO Property . . . . . . . . . . . . . . . 28
Request for Release. . . . . . . . . . . . 28
Required Insurance Policy. . . . . . . . . 29
Residential Funding. . . . . . . . . . . . 29
Responsible Officer. . . . . . . . . . . . 29
Security Agreement . . . . . . . . . . . . 29
Seller . . . . . . . . . . . . . . . . . . 29
Seller's Agreement . . . . . . . . . . . . 29
Senior Percentage. . . . . . . . . . . . . 29
Senior Principal Distribution Amount . . . 29
Senior Support Certificates. . . . . . . . 29
Senior Support Percentage. . . . . . . . . 29
Servicing Accounts . . . . . . . . . . . . 29
Servicing Advances . . . . . . . . . . . . 30
Servicing Fee. . . . . . . . . . . . . . . 30
Servicing Officer. . . . . . . . . . . . . 30
Special Hazard Amount. . . . . . . . . . . 30
Special Hazard Loss. . . . . . . . . . . . 31
Spread Rate. . . . . . . . . . . . . . . . 31
Standard & Poor's. . . . . . . . . . . . . 31
Stated Principal Balance . . . . . . . . . 31
Subordinate Principal Distribution
Amount. . . . . . . . . . . . . . . . 31
Subserviced Mortgage Loan. . . . . . . . . 32
Subservicer. . . . . . . . . . . . . . . . 32
Subservicer Advance. . . . . . . . . . . . 32
Subservicing Account . . . . . . . . . . . 32
Subservicing Agreement . . . . . . . . . . 32
Subservicing Fee . . . . . . . . . . . . . 32
Super Senior Certificates. . . . . . . . . 32
Super Senior Class Percentage. . . . . . . 32
Super Senior Optimal Percentage. . . . . . 32
Super Senior Optimal Principal
Distribution Amount . . . . . . . . . 33
Tax Returns. . . . . . . . . . . . . . . . 33
Transfer . . . . . . . . . . . . . . . . . 33
Transferee . . . . . . . . . . . . . . . . 33
Transferor . . . . . . . . . . . . . . . . 33
Trust Fund . . . . . . . . . . . . . . . . 33
Uniform Single Attestation Program for
Mortgage Bankers. . . . . . . . . . . 33
Uninsured Cause. . . . . . . . . . . . . . 34
United States Person . . . . . . . . . . . 34
Voting Rights. . . . . . . . . . . . . . . 34
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . 35
Section 2.02. Acceptance by Trustee. . . . . . 39
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer
and the Company. . . . . . . . . 40
Section 2.04. Representations and Warranties
of Sellers . . . . . . . . . . . 44
Section 2.05. Execution and Authentication of
Certificates
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as
Servicer . . . . . . . . . . . . 47
Section 3.02. Subservicing Agreements
Between Master Servicer and
Subservicers; Enforcement of
Subservicers' and Sellers'
Obligations. . . . . . . . . . . 48
Section 3.03. Successor Subservicers . . . . . 49
Section 3.04. Liability of the Master
Servicer . . . . . . . . . . . . 49
Section 3.05 No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of
the Excess Spread. . . . . . . . . 49
Section 3.06. Assumption or Termination of
Subservicing Agreements by
Trustee. . . . . . . . . . . . . 50
Section 3.07. Collection of Certain Mortgage
Loan Payments; Deposits to
Custodial Account. . . . . . . . 50
Section 3.08. Subservicing Accounts;
Servicing Accounts . . . . . . . 52
Section 3.09. Access to Certain
Documentation and Information
Regarding the Mortgage Loans . . 54
Section 3.10. Permitted Withdrawals from the
Custodial Account. . . . . . . . 54
Section 3.11. Maintenance of the Primary
Insurance Policies;
Collections Thereunder . . . . . 56
Section 3.12. Maintenance of Fire Insurance
and Omissions and Fidelity
Coverage . . . . . . . . . . . . 57
Section 3.13. Enforcement of Due-on-Sale
Clauses; Assumption and
Modification Agreements;
Certain Assignments. . . . . . . 58
Section 3.14. Realization Upon Defaulted
Mortgage Loans . . . . . . . . . 60
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files. . . . 62
Section 3.16. Servicing and Other
Compensation . . . . . . . . . . 63
Section 3.17. Reports to the Trustee
and the Company. . . . . . . . . 64
Section 3.18. Annual Statement as to
Compliance . . . . . . . . . . . 64
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . 65
Section 3.20. Rights of the Company in
Respect of the Master
Servicer . . . . . . . . . . . . 65
Section 3.21. Administration of Buydown
Funds. . . . . . . . . . . . . . 66
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND OWNER OF THE EXCESS
SPREAD
Section 4.01. Certificate Account. . . . . . . 67
Section 4.02. Distributions. . . . . . . . . . 67
Section 4.03. Statements to
Certificateholders and the
Owner of the Excess Spread . . . 74
Section 4.04. Distribution of Reports to the
Trustee and the Company;
Advances by the Master
Servicer . . . . . . . . . . . . 76
Section 4.05. Allocation of Realized Losses. . 78
Section 4.06. Reports of Foreclosures and
Abandonment
of Mortgaged Property . . . . . . . . 79
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . . . . 79
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . 81
Section 5.02. Registration of Transfer
and Exchange of Certificates . . 82
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates . . . . . 87
Section 5.04. Persons Deemed Owners. . . . . . 87
Section 5.05. Appointment of Paying Agent. . . 88
Section 5.06. Optional Purchase of
Certificates . . . . . . . . . . 88
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company
and the Master Servicer . . . . . . . 90
Section 6.02. Merger or Consolidation of the
Company or the Master
Servicer; Assignment of Rights
and Delegation of Duties by
Master Servicer. . . . . . . . . 90
Section 6.03. Limitation on Liability of the
Company,
the Master Servicer and Others. . . . 91
Section 6.04. Company and Master
Servicer Not to Resign . . . . . 92
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . 93
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . . 95
Section 7.03. Notification to
Certificateholders . . . . . . . 96
Section 7.04. Waiver of Events of Default. . . 96
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . 97
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . . . 98
Section 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans. . . . . . . . . . . . . .100
Section 8.04. Trustee May Own Certificates . .100
Section 8.05. Master
Servicer to Pay Trustee's Fees
and Expenses;
Indemnification. . . . . . . . .100
Section 8.06. Eligibility Requirements for
Trustee. . . . . . . . . . . . .101
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . .102
Section 8.08. Successor Trustee. . . . . . . .103
Section 8.09. Merger or Consolidation of
Trustee. . . . . . . . . . . . .103
Section 8.10. Appointment of Co-Trustee
or Separate Trustee. . . . . . .103
Section 8.11. Appointment of Custodians. . . .104
Section 8.12. Appointment of Office or
Agency . . . . . . . . . . . . .105
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by
the Master Servicer or the
Company or Liquidation of All
Mortgage Loans . . . . . . . . .106
Section 9.02. Additional Termination
Requirements . . . . . . . . . .108
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . .110
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . .113
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . .114
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . .116
Section 11.03. Limitation on Rights
of Certificateholders. . . . . .117
Section 11.04. Governing Law. . . . . . . . . .117
Section 11.05. Notices. . . . . . . . . . . . .118
Section 11.06. Notices to Rating Agency . . . .118
Section 11.07. Severability of Provisions . . .119
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and
Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation
Letter
Exhibit L: Form of Rule 144A Investment
Representation Letter
Exhibit M: Text of Amendment to Pooling and
Servicing Agreement Pursuant to Section
11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for
Assignment of Mortgage Loan
This is a Pooling and Servicing Agreement,
effective as of January 1, 1996, among RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC., as the company
(together with its permitted successors and assigns,
the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and BANKERS TRUST
COMPANY, as trustee (together with its permitted
successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-
through certificates (collectively, the
"Certificates"), to be issued hereunder in multiple
classes, which in the aggregate will evidence the
entire beneficial ownership interest in the Mortgage
Loans (as defined herein). As provided herein, the
Master Servicer will make an election to treat the
segregated pool of assets described in the definition
of Trust Fund (as defined herein), and subject to this
Agreement (including the Mortgage Loans), as a real
estate mortgage investment conduit (a "REMIC") for
federal income tax purposes and such segregated pool of
assets will be designated as the "Trust Fund." 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 M-1,
Class M-2 , Class M-3, Class B-1, Class B-2, Class B-3
Certificates and the rights in and to the Excess Spread
will represent ownership of "regular interests" in the
Trust Fund, and the Class R Certificates will be the
sole class of "residual interests" therein for purposes
of the REMIC Provisions (as defined herein) under
federal income tax law.
The following table sets forth the
designation, type, Pass-Through Rate, aggregate Initial
Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of
Certificates comprising the interests in the Trust Fund
created hereunder.
Aggregate
Initial
Pass- Certificate
Through Principal
Designation Type Rate Balance
Class A-1 Senior 7.00% $25,823,654.00
Class A-2 Senior 7.40% $50,172,797.00
Class A-3 Senior 7.250% $24,945,526.00
Class A-4 Senior 7.250% $33,000,000.00
Class A-5 Senior 7.250% $33,510,029.00
Class A-6 Senior 7.250% $45,513,473.00
Class A-7 Senior 7.125% $8,560,000.00
Class A-8 Senior 7.250% $77,000,000.00
Class A-9 Senior 7.250% $36,574,716.00
Class R Senior 7.250% $100.00
Class M-1 Mezzanine 7.250% $8,000,000.00
Class M-2 Mezzanine 7.250% $5,333,000.00
Class M-3 Mezzanine 7.250% $3,555,400.00
Class B-1 Subordinate 7.250% $1,244,400.00
Class B-2 Subordinate 7.250% $888,900.00
Class B-3 Subordinate 7.250% $1,422,085.30
Maturity Initial Ratings
Designation Features Date S&P Fitch
Class A-1 Super Senior January 25, 2026 AAA AAA
Class A-2 Super Senior January 25, 2026 AAA AAA
Class A-3 Super Senior January 25, 2026 AAA AAA
Class A-4 Super Senior January 25, 2026 AAA AAA
Class A-5 Senior
Support January 25, 2026 AAA AAA
Class A-6 Super Senior January 25, 2026 AAA AAA
Class A-7 Super Senior January 25, 2026 AAA AAA
Class A-8 Super Senior January 25, 2026 AAA AAA
Class A-9 Super Senior January 25, 2026 AAA AAA
Class R Residual/
Super Senior January 25, 2026 AAA AAA
Class M-1 Mezzanine January 25, 2026 AA AA
Class M-2 Mezzanine January 25, 2026 N/A A
Class M-3 Mezzanine January 25, 2026 N/A BBB
Class B-1 Subordinate January 25, 2026 N/A BB
Class B-2 Subordinate January 25, 2026 N/A B
Class B-3 Subordinate January 25, 2026 N/A N/A
The Mortgage Loans have an aggregate Cut-off Date
Principal Balance equal to $355,544,080.30. The
Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not
more than 30 years.
In consideration of the mutual agreements herein
contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following
words and phrases, unless the context otherwise
requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect
to each Distribution Date, as to any Class A
Certificate, any Class M Certificate, any Class B
Certificate or any Class R Certificate, one month's
interest accrued at the related Pass-Through Rate on
the Certificate Principal Balance thereof immediately
prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of
Certificates will be reduced by the amount of (i)
Prepayment Interest Shortfalls (to the extent not
offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage
Rate) of Realized Losses (including Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely
to one or more specific Classes of Certificates
pursuant to Section 4.05, (iii) the interest portion of
Advances previously made with respect to a Mortgage
Loan or REO Property which remained unreimbursed
following the Cash Liquidation or REO Disposition of
such Mortgage Loan or REO Property that were made with
respect to delinquencies that were ultimately
determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses and (iv) any other interest shortfalls not
covered by the subordination provided by the Class M
Certificates and Class B Certificates, including
interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended, or similar legislation or
regulations as in effect from time to time, with all
such reductions allocated among all of the Certificates
and to the Excess Spread in proportion to their
respective amounts of Accrued Certificate Interest and
the amount of Excess Spread payable on such
Distribution Date which would have resulted absent such
reductions. In addition to that portion of the
reductions described in the second preceding sentence
that are allocated to any Class of Class B Certificates
or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B
Certificates or such Class of Class M Certificates will
be reduced by the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses that are allocated
solely to such Class of Class B Certificates or such
Class of Class M Certificates pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any
Mortgage Loan and any date of determination, the
Mortgage Rate borne by the related Mortgage Note, less
the rate at which the related Subservicing Fee accrues.
Adjusted Senior Accelerated Distribution
Percentage: With respect to any Distribution Date, the
percentage indicated below:
Distribution Date
Adjusted Senior Accelerated
Distribution Percentage
February 1996 through
January 2001............... 100%
February 2001 through
January 2002................Adjusted Senior Percentage,
plus 70% of the sum of the
Subordinate Percentage and
the Senior Support
Percentage
February 2002 through
January 2003................Adjusted Senior Percentage,
plus 60% of the sum of the
Subordinate Percentage and
the Senior Support
Percentage
February 2003 through
January 2004................Adjusted Senior Percentage,
plus 40% of the sum of the
Subordinate Percentage and
the Senior Support
Percentage
February 2004 through
January 2005................Adjusted Senior Percentage,
plus 20% of the sum of the
Subordinate Percentage and
the Senior Support
Percentage
February 2005 and
thereafter..................Adjusted Senior Percentage
provided, however, (i) that any scheduled reduction to
the Adjusted Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution
Date unless either (a)(1)(x) the outstanding principal
balance of the Mortgage Loans delinquent 60 days or
more averaged over the last six months, as a percentage
of the aggregate outstanding Certificate Principal
Balance of the sum of the Class M Certificates and
Class B Certificates averaged over the last six months,
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 the
Mortgage Loans delinquent 60 days or more averaged over
the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans to date
for any Distribution Date are less than 10% of the sum
of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii)
that for any Distribution Date on which the Adjusted
Senior Percentage is greater than the Original Adjusted
Senior Percentage, the Adjusted Senior Accelerated
Distribution Percentage for such Distribution Date
shall be 100%. Notwithstanding the foregoing, upon the
reduction of the aggregate Certificate Principal
Balance of the Class A Certificates and Class R
Certificates to zero, the Adjusted Senior Accelerated
Distribution Percentage shall thereafter be 0%.
Adjusted Senior Percentage: As of any
Distribution Date, the percentage equal to the
aggregate Certificate Principal Balance of the Senior
Certificates (other than the 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 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.
Assignment: An assignment of the Mortgage,
notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of
transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same
county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and
Assumption Agreement, dated as of January 30, 1996,
between Residential Funding and the Company relating to
the transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With
respect to a Cooperative Loan, the assignment of the
related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount: As to any
Distribution Date, an amount equal to (a) the sum of
(i) the amount relating to the Mortgage Loans on
deposit in the Custodial Account as of the close of
business on the immediately preceding Determination
Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified
Substitute Mortgage Loans, (ii) the amount of any
Advance made on the immediately preceding Certificate
Account Deposit Date, (iii) any amount deposited in the
Custodial Account pursuant to Section 3.12(a) and (iv)
any amount deposited in the Certificate Account
pursuant to Section 4.07, reduced by (b) the sum as of
the close of business on the immediately preceding
Determination Date of (w) aggregate Foreclosure
Profits, (x) the Amount Held for Future Distribution,
and (y) amounts permitted to be withdrawn by the Master
Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive,
of Section 3.10(a).
Bankruptcy Amount: As of any date of
determination prior to the first anniversary of the
Cut-off Date, an amount equal to the excess, if any, of
(A) $173,940 over (B) the aggregate amount of
Bankruptcy Losses allocated solely to one or more
specific Classes of Certificates in accordance with
Section 4.05. As of any date of determination on or
after the first anniversary of the Cut-off Date, an
amount equal to the excess, if any, of (1) the lesser
of (a) the Bankruptcy Amount calculated as of the close
of business on the Business Day immediately preceding
the most recent anniversary of the Cut-off Date
coinciding with or preceding such date of determination
(or, if such date of determination is an anniversary of
the Cut-off Date, the Business Day immediately
preceding such date of determination) (for purposes of
this definition, the "Relevant Anniversary") and (b)
the greater of
(A) the greater of (i) 0.0006 times the
aggregate principal balance of all the Mortgage
Loans in the Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value Ratio at
origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an
amount equal to the largest difference in the
related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool
which had an original Loan-to-Value Ratio of 80%
or greater that would result if the Net Mortgage
Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage
Loans as of the Relevant Anniversary) of the Net
Mortgage Rates of all Mortgage Loans as of the
Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining
term to maturity, in months, of all Non-Primary
Residence Loans remaining in the Mortgage Pool as
of the Relevant Anniversary, and (z) one plus the
quotient of the number of all Non-Primary
Residence Loans remaining in the Mortgage Pool
divided by the total number of Outstanding
Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses
allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by
the Master Servicer (including accelerating the manner
in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i)
obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of
1978, as amended.
Bankruptcy Loss: With respect to any
Mortgage Loan, a Deficient Valuation or Debt Service
Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed
a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the
Master Servicer is diligently pursuing any remedies
that may exist in connection with the representations
and warranties made regarding the related Mortgage Loan
and either (A) the related Mortgage Loan is not in
default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any
applicable primary hazard insurance policy and any
related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case
without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate
registered in the name of the Depository or its
nominee.
Business Day: Any day other than (i) a
Saturday or a Sunday or (ii) a day on which banking
institutions in the State of New York, the State of
Michigan, the State of California or the State of
Illinois (and such other state or states in which the
Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or
executive order to be closed.
Buydown Funds: Any amount contributed by the
seller of a Mortgaged Property, the Company or other
source in order to enable the Mortgagor to reduce the
payments required to be made from the Mortgagor's funds
in the early years of a Mortgage Loan. Buydown Funds
are not part of the Trust Fund prior to deposit into
the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as
to which a specified amount of interest is paid out of
related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted
Mortgage Loan other than a Mortgage Loan as to which an
REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds and other payments or cash
recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with
respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class
M Certificate, Class B Certificate or Class R
Certificate.
Certificate Account: The account or accounts
created and maintained pursuant to Section 4.01, which
shall be entitled "Bankers Trust Company, as trustee,
in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates and the Owner of the Excess
Spread, Series 1996-S3" and which must be an Eligible
Account.
Certificate Account Deposit Date: As to any
Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in
whose name a Certificate is registered in the
Certificate Register, except that neither a
Disqualified Organization nor a Non-United States
Person shall be a holder of a Class R Certificate for
purposes hereof and, solely for the purpose of giving
any consent or direction pursuant to this Agreement,
any Certificate, other than a Class R Certificate,
registered in the name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof
shall be deemed not to be outstanding and the
Percentage Interest or Voting Rights evidenced thereby
shall not be taken into account in determining whether
the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or
direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and
participating members thereof, except as otherwise
specified herein; provided, however, that the Trustee
shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-
Entry Certificate, the Person who is the beneficial
owner of such Certificate, as reflected on the books of
an indirect participating brokerage firm for which a
Depository Participant acts as agent, if any, and
otherwise on the books of a Depository Participant, if
any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect
to each Class A Certificate and Class R Certificate, on
any date of determination, an amount equal to (i) the
Initial Certificate Principal Balance of such
Certificate as specified on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce
the Certificate Principal Balance or amount thereof
pursuant to Section 4.02(a) and (y) the aggregate of
all reductions in Certificate Principal Balance deemed
to have occurred in connection with Realized Losses
which were previously allocated to such Certificate (or
any predecessor Certificate), pursuant to Section 4.05.
With respect to each Class M Certificate, on any date
of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce
the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions
in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05;
provided, that if the Certificate Principal Balances of
the Class B Certificates have been reduced to zero, the
Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given
time shall thereafter be calculated to equal the
Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the
then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. With
respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class B
Certificate as specified on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce
the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions
in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of
each Class B Certificate of those Class B Certificates
outstanding with the highest numerical designation at
any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the
then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding.
Certificate Register and Certificate
Registrar: The register maintained and the registrar
appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates
bearing the same designation.
Class A Certificate: Any one of the Class A-
1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-
6, Class A-7, Class A-8, or Class A-9 Certificates,
executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed
hereto as Exhibit A, each such Certificate evidencing
an interest designated as a "regular interest" in the
Trust Fund for purposes of the REMIC Provisions.
Class B Certificate: Any one of the Class B-
1 Certificates, Class B-2 Certificates or Class B-3
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit C and evidencing an interest
designated as a "regular interest" in the Trust Fund
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) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger:
With respect to any Distribution Date, a test that
shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate
Principal Balances of the Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or
equal to 1.00%.
Class B-2 Percentage: With respect to any
Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger:
With respect to any Distribution Date, a test that
shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate
Principal Balances of the Class B-2 Certificates and
Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or
related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.65%.
Class B-3 Percentage: With respect to any
Distribution Date, a fraction expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-3
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of all the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger:
With respect to any Distribution Date, a test that
shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate
Principal Balances of the Class B-3 Certificates
immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or
equal to 0.40%.
Class M Certificate: Any one of the Class M-
1 Certificates, Class M-2 Certificates or Class M-3
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B and evidencing an interest
designated as a "regular interest" in the Trust Fund
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) 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) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger:
With respect to any Distribution Date, a test that
shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate
Principal Balances of the Class M-2 Certificates, Class
M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (immediately
prior to such Distribution Date is greater than or
equal to 3.50%).
Class M-3 Percentage: With respect to any
Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO
Properties) 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 2.00%.
Class R Certificate: Any one of the Class R
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in the Trust Fund
for purposes of the REMIC Provisions.
Closing Date: January 30, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any
Distribution Date, an amount equal to Prepayment
Interest Shortfalls resulting from Principal
Prepayments in Full during the related Prepayment
Period, but not more than the lesser of (a) one-twelfth
of 0.125% of the Stated Principal Balance of the
Mortgage Loans immediately preceding such Distribution
Date and (b) the sum of the Servicing Fee, all income
and gain on amounts held in the Custodial Account and
the Certificate Account and payable to the
Certificateholders with respect to such Distribution
Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v)
and (vi); provided that for purposes of this definition
the amount of the Servicing Fee will not be reduced
pursuant to Section 7.02 except as may be required
pursuant to the last sentence of such Section.
Cooperative: A private, cooperative housing
corporation organized under the laws of, and
headquartered in, the State of New York which owns or
leases land and all or part of a building or buildings
located in the State of New York, including apartments,
spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among
other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a
multi-dwelling building owned or leased by a
Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary
lease or occupancy agreement.
Cooperative Lease: With respect to a
Cooperative Loan, the proprietary lease or occupancy
agreement with respect to the Cooperative Apartment
occupied by the Mortgagor and relating to the related
Cooperative Stock, which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock
to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans
made in respect of a Cooperative Apartment, evidenced
by a Mortgage Note and secured by (i) a Security
Agreement, (ii) the related Cooperative Stock
Certificate, (iii) an assignment of the Cooperative
Lease, (iv) financing statements and (v) a stock power
(or other similar instrument), and ancillary thereto, a
recognition agreement between the Cooperative and the
originator of the Cooperative Loan, each of which was
transferred and assigned to the Trustee pursuant to
Section 2.01 and are from time to time held as part of
the Trust Fund.
Cooperative Stock: With respect to a
Cooperative Loan, the single outstanding class of
stock, partnership interest or other ownership
instrument in the related Cooperative.
Cooperative Stock Certificate: With respect
to a Cooperative Loan, the stock certificate or other
instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office
of the Trustee at which at any particular time its
corporate trust business with respect to this Agreement
shall be administered, which office at the date of the
execution of this instrument is located at Four Albany
Street, New York, New York 10006, Attention:
Residential Funding Corporation Series 1996-S3.
Credit Support Depletion Date: The first
Distribution Date on which the Senior Percentage equals
100%.
Curtailment: Any Principal Prepayment made
by a Mortgagor which is not a Principal Prepayment in
Full.
Custodial Account: The custodial account or
accounts created and maintained pursuant to Section
3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the
holders of certain other interests in mortgage loans
serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in
Section 3.07 shall be deposited directly. Any such
account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may
be entered into among the Company, the Master Servicer,
the Trustee and a Custodian in substantially the form
of Exhibit E hereto.
Custodian: A custodian appointed pursuant to
a Custodial Agreement.
Cut-off Date: January 1, 1996.
Cut-off Date Principal Balance: As to any
Mortgage Loan, the unpaid principal balance thereof at
the Cut-off Date after giving effect to all
installments of principal due on or prior thereto,
whether or not received.
Debt Service Reduction: With respect to any
Mortgage Loan, a reduction in the scheduled Monthly
Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent
forgiveness of principal.
Default Loss: With respect to any Mortgage
Loan, a Realized Loss that is attributable to the
Mortgagor's failure to make any payment of principal or
interest as required under the Mortgage Note, not
including Special Hazard Losses, Extraordinary Losses
(or any other loss resulting from damage to the related
Mortgaged Property), Bankruptcy Losses, Fraud Losses
and any other interest shortfalls not covered by the
subordination described in Section 4.05, including
interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act
of 1940 or similar legislation or regulations as in
effect from time to time.
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.
Disqualified Organization: Any organization
defined as a "disqualified organization" under Section
860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or
political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any
of the foregoing (other than an instrumentality which
is a corporation if all of its activities are subject
to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental
unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any
of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by
Section 511 of the Code on unrelated business taxable
income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an
Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest
in a Class R Certificate to such Person. The terms
"United States", "State" and "international
organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month
beginning in the month immediately following the month
of the initial issuance of the Certificates or, if such
25th day is not a Business Day, the Business Day
immediately following such 25th day.
Due Date: With respect to any Distribution
Date, the first day of the month in which such
Distribution Date occurs.
Due Period: With respect to any Distribution
Date, the period commencing on the second day of the
month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of
the following: (i) maintained with a depository
institution the debt obligations of which have been
rated by each Rating Agency in its highest rating
available, or (ii) an account or accounts in a
depository institution in which such accounts are fully
insured to the limits established by the FDIC, provided
that any deposits not so insured shall, to the extent
acceptable to each Rating Agency, as evidenced in
writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Trustee and each
Rating Agency) the registered Holders of Certificates
have a claim with respect to the funds in such account
or a perfected first security interest against any
collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to
claims of any other depositors or creditors of the
depository institution with which such account is
maintained, or (iii) in the case of the Custodial
Account, either (A) a trust account or accounts
maintained in the corporate trust department of The
First National Bank of Chicago or (B) an account or
accounts maintained in the corporate asset services
department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1
(or the equivalent) or better by each Rating Agency and
its long term debt obligations are rated A2 (or the
equivalent) or better, by each Rating Agency, or (iv)
in the case of the Certificate Account, a trust account
or accounts maintained in the corporate trust division
of Bankers Trust Company, or (v) an account or accounts
of a depository institution acceptable to each Rating
Agency (as evidenced in writing by each Rating Agency
that use of any such account as the Custodial Account
or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Event of Default: As defined in Section
7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss,
or portion thereof, which exceeds the then applicable
Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or
portion thereof, which exceeds the then applicable
Fraud Loss Amount.
Excess Special Hazard Loss: Any Special
Hazard Loss, or portion thereof, that exceeds the then
applicable Special Hazard Amount.
Excess Spread: With respect to any
Distribution Date, the aggregate of one month's
interest on the Stated Principal Balance of each
Mortgage Loan at the applicable Spread Rate, calculated
on the basis of a 360-day year consisting of twelve 30-
day months. Excess Spread on any Distribution Date
will be reduced by the interest shortfalls described in
clauses (i) through (iv) of the definition of Accrued
Certificate Interest, to the extent allocated thereto
pursuant to the provisions of such definition.
Excess Subordinate Principal Amount: With
respect to any Distribution Date on which the
Certificate Principal Balance of the most subordinate
class or classes of Certificates (as established in
Section 4.05 hereof) then outstanding is to be reduced
to zero and on which Realized Losses are to be
allocated to such class or classes, the excess, if any,
of (i) the amount that would otherwise be distributable
in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the
excess, if any, of the Certificate Principal Balance of
such class or classes of Certificates immediately prior
to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of
Certificates on such Distribution Date, as reduced by
any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following
conditions with respect to a Mortgaged Property or
Mortgage Loan causing or resulting in a loss which
causes the liquidation of such Mortgage Loan:
(a) losses that are of the type that would
be covered by the fidelity bond and the errors and
omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in
excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation
or radioactive contamination, all whether
controlled or uncontrolled, and whether such loss
be direct or indirect, proximate or remote or be
in whole or in part caused by, contributed to or
aggravated by a peril covered by the definition of
the term "Special Hazard Loss";
(c) hostile or warlike action in time of
peace or war, including action in hindering,
combatting or defending against an actual,
impending or expected attack:
1. by any government or sovereign
power, de jure or de facto, or by any
authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces;
or
3. by an agent of any such
government, power, authority or forces;
(d) any weapon of war employing atomic
fission or radioactive force whether in time of
peace or war; or
(e) insurrection, rebellion, revolution,
civil war, usurped power or action taken by
governmental authority in hindering, combatting or
defending against such an occurrence, seizure or
destruction under quarantine or customs
regulations, confiscation by order of any
government or public authority; or risks of
contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a
Mortgage Loan caused by or resulting from an
Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation
or any successor thereto.
FHLMC: Federal Home Loan Mortgage
Corporation, a corporate instrumentality of the United
States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Final Distribution Date: The Distribution
Date on which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01
which Final Distribution Date shall in no event be
later than the end of the 90-day liquidation period
described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its
successor in interest.
FNMA: Federal National Mortgage Association,
a federally chartered and privately owned corporation
organized and existing under the Federal National
Mortgage Association Charter Act, or any successor
thereto.
Foreclosure Profits: As to any Distribution
Date or related Determination Date and any Mortgage
Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in
the related Prepayment Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO
Property (determined, in the case of an REO
Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on
such unpaid principal balance from the Due Date to
which interest was last paid by the Mortgagor to the
first day of the month following the month in which
such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of
determination after the Cut-off Date, an amount equal
to: (Y) prior to the first anniversary of the Cut-off
Date an amount equal to 2.00% of the aggregate
outstanding principal balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate amount
of Fraud Losses allocated solely to one or more
specific Classes of Certificates in accordance with
Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the first to the fifth
anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of
the aggregate outstanding principal balance of all of
the Mortgage Loans as of the most recent anniversary of
the Cut-off Date minus (2) the Fraud Losses allocated
solely to one or more specific Classes of Certificates
in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of
the Cut-off Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by
the Master Servicer (including accelerating the manner
in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i)
obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to
which there was fraud in the origination of such
Mortgage Loan.
Independent: When used with respect to any
specified Person, means such a Person who (i) is in
fact independent of the Company, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does
not have any direct financial interest or any material
indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and
(iii) is not connected with the Company, the Master
Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or
person performing similar functions.
Initial Certificate Principal Balance: With
respect to each Class of Certificates, the Certificate
Principal Balance of such Class of Certificates as of
the Cut-off Date as set forth in the Preliminary
Statement hereto.
Insurance Proceeds: Proceeds paid in respect
of the Mortgage Loans pursuant to any Primary Insurance
Policy or any other related insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable
to the mortgagee under the Mortgage, any Subservicer,
the Master Servicer or the Trustee and are not applied
to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary
Insurance Policy or any successor thereto or the named
insurer in any replacement policy.
Late Collections: With respect to any
Mortgage Loan, all amounts received during any Due
Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections
of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than
Insurance Proceeds) received by the Master Servicer in
connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or
condemnation or in connection with the liquidation of a
defaulted Mortgage Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the
fraction, expressed as a percentage, the numerator of
which is the current principal balance of the related
Mortgage Loan at the date of determination and the
denominator of which is the Appraised Value of the
related Mortgaged Property.
Maturity Date: The latest possible maturity
date, solely for purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of
Certificates representing a regular interest in the
Trust Fund and the rights to the Excess Spread would be
reduced to zero, which is January 25, 2026, the
Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan.
Monthly Payment: With respect to any
Mortgage Loan (including any REO Property) and any Due
Date, the payment of principal and interest due thereon
in accordance with the amortization schedule at the
time applicable thereto (after adjustment, if any, for
curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to
such amortization schedule by reason of any bankruptcy,
other than a Deficient Valuation, or similar proceeding
or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or
its successor in interest.
Mortgage: With respect to each Mortgage Note
related to a Mortgage Loan which is not a Cooperative
Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee
simple or leasehold interest in real property securing
a Mortgage Note.
Mortgage File: The mortgage documents listed
in Section 2.01 pertaining to a particular Mortgage
Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the
Mortgage Loans attached hereto as Exhibit F (as amended
from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth
at a minimum the following information as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number
("RFC LOAN #");
(ii) the street address of the Mortgaged
Property including state and zip code
("ADDRESS");
(iii) the maturity of the Mortgage Note
("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate
("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly
payment of principal, if any, and
interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance
("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination
("LTV");
(xi) the rate at which the Subservicing Fee
accrues ("SUBSERV FEE") and at which
the Servicing Fee accrues ("MSTR SERV
FEE");
(xii) a code "T," "BT" or "CT" under the
column "LN FEATURE," indicating
that the Mortgage Loan is secured
by a second or vacation residence;
and
(xiii) a code "N" under the column "OCCP
CODE," indicating that the Mortgage
Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that
collectively set forth all of the information
requested.
Mortgage Loans: Such of the mortgage loans
transferred and assigned to the Trustee pursuant to
Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial
Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust
Fund including, without limitation, (i) with respect to
each Cooperative Loan, the related Mortgage Note,
Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease and
Mortgage File and all rights appertaining thereto, and
(ii) with respect to each Mortgage Loan other than a
Cooperative Loan, each related Mortgage Note, Mortgage
and Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note
or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the
interest rate borne by the related Mortgage Note, or
any modification thereto.
Mortgaged Property: The underlying real
property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan,
a per annum rate of interest equal to the Adjusted
Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Primary Residence Loans: The Mortgage
Loans designated as secured by second or vacation
residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other
than a United States Person.
Nonrecoverable Advance: Any Advance
previously made or proposed to be made by the Master
Servicer in respect of a Mortgage Loan (other than a
Deleted Mortgage Loan) which, in the good faith
judgment of the Master Servicer, will not, or, in the
case of a proposed Advance, would not, be ultimately
recoverable by the Master Servicer from related Late
Collections, Insurance Proceeds, Liquidation Proceeds,
REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage
Loan that, at the time of reference thereto, is not
subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed
by the Chairman of the Board, the President or a Vice
President or Assistant Vice President, and by the
Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or
the Master Servicer, as the case may be, and delivered
to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of
counsel acceptable to the Trustee and the Master
Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel
(i) referred to in the definition of "Permitted
Transferee" or (ii) relating to the qualification of
the Trust Fund as a REMIC or compliance with the REMIC
Provisions must, unless otherwise specified, be an
opinion of Independent counsel.
Original Adjusted Senior Percentage: The
fraction, expressed as a percentage, the numerator of
which is the aggregate Initial Certificate Principal
Balance of the Class A Certificates (excluding the
Certificate Principal Balance of the Class A-5
Certificates and the Class R Certificates) and the
denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans, which is approximately
84.825% 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: With respect to the Excess Spread,
Residential Funding or its designee, as the owner of
all right, title and interest in and to the Excess
Spread.
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, 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.
Paying Agent: The Bankers Trust Company or
any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any
Certificate (other than a Class R Certificate), the
undivided percentage ownership interest in the related
Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all
of the Certificates of the same Class. With respect to
a Class R Certificate, the interest in distributions to
be made with respect to such Class evidenced thereby,
expressed as a percentage, as stated on the face of
each such Certificate.
Permitted Investments: One or more of the
following:
(i) obligations of or guaranteed as to
principal and interest by the United States or any
agency or instrumentality thereof when such
obligations are backed by the full faith and
credit of the United States;
(ii) repurchase agreements on obligations
specified in clause (i) maturing not more than one
month from the date of acquisition thereof,
provided that the unsecured obligations of the
party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its
highest short-term rating available;
(iii) federal funds, certificates of
deposit, demand deposits, time deposits and
bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in
the case of bankers' acceptances, shall in no
event have an original maturity of more than 365
days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S.
depository institution or trust company
incorporated under the laws of the United States
or any state thereof or of any domestic branch of
a foreign depository institution or trust company;
provided that the debt obligations of such
depository institution or trust company (or, if
the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution
in a depository institution holding company, debt
obligations of the depository institution holding
company) at the date of acquisition thereof have
been rated by each Rating Agency in its highest
short-term rating available; and provided further
that, if the only Rating Agency is Standard &
Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and
the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be
that of the bank holding company; and, provided
further that, if the original maturity of such
short-term obligations of a domestic branch of a
foreign depository institution or trust company
shall exceed 30 days, the short-term rating of
such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the
Rating Agency;
(iv) commercial paper (having original
maturities of not more than 365 days) of any
corporation incorporated under the laws of the
United States or any state thereof which on the
date of acquisition has been rated by each Rating
Agency in its highest short-term rating available;
provided that such commercial paper shall have a
remaining maturity of not more than 30 days;
(v) a money market fund or a qualified
investment fund rated by each Rating Agency in its
highest long-term rating available; and
(vi) other obligations or securities that
are acceptable to each Rating Agency as a
Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates
by such Rating Agency below the lower of the then-
current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a
Permitted Investment if it represents, either (1) the
right to receive only interest payments with respect to
the underlying debt instrument or (2) the right to
receive both principal and interest payments derived
from obligations underlying such instrument and the
principal and interest payments with respect to such
instrument provide a yield to maturity greater than
120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in
the case of Standard & Poor's and Fitch and Aaa in the
case of Moody's, and references herein to the highest
rating available on unsecured commercial paper and
short-term debt obligations shall mean A-1 in the case
of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1
by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a
Class R Certificate, other than a Disqualified
Organization or Non-United States Person.
Person: Any individual, corporation,
partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or
government or any agency or political subdivision
thereof.
Pool Stated Principal Balance: As to any
date of determination, the aggregate of the Stated
Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month
preceding the month of such date of determination.
Prepayment Assumption: A prepayment
assumption of 265% of the standard prepayment
assumption, used for determining the accrual of
original issue discount and market discount and premium
on the Certificates for federal income tax purposes.
The standard prepayment assumption assumes a constant
rate of prepayment of mortgage loans of 0.2% per annum
of the then outstanding principal balance of such
mortgage loans in the first month of the life of the
mortgage loans, increasing by an additional 0.2% per
annum in each succeeding month until the thirtieth
month, and a constant 6% per annum rate of prepayment
thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With
respect to any Distribution Date and the Class A-5
Certificates, each Class of Class M Certificates and
Class B Certificates, under the applicable
circumstances set forth below, the respective
percentages set forth below:
(i) For any Distribution Date on which the
Class M-1 Certificates are outstanding and prior
to the later to occur of (x) the Distribution Date
in February 2003 and (y) the Distribution Date on
which the sum of the Class M-2 Percentage, Class
M-3 Percentage and Class B Percentage (before
taking into account such month's distribution)
equals or exceeds 7.00%:
(a) in the case of the Class A-5
Certificates, 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 the Class M
Certificates, the Class B Certificates and
the Class A-5 Certificates;
(b) in the case of the Class M-1
Certificates, 100% minus the percentage
calculated in clause (i)(a) above; and
(c) in the case of each other Class of
Class M Certificates and each Class of Class
B Certificates, 0%.
(ii) For any Distribution Date not described
in clause (i) above and on which the Class M-1
Certificates are outstanding:
(a) in the case of the Class A-5
Certificates and each Class of Class M
Certificates (other than Class M-1
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 the Class A-5
Certificates, the Class M Certificates and
the Class B Certificates;
(b) in the case of the Class M-1
Certificates, 100% minus the aggregate of the
percentages calculated in clause (ii)(a)
above; and
(c) 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) For any Distribution Date on which
the Class M-1 Certificates are no longer
outstanding:
(a) in the case of the Class A-5
Certificates, 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 the Class M
Certificates, the Class B Certificates and
the Class A-5 Certificates;
(b) 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, the product of
100% minus the percentage calculated in
clause (iii)(a) above, and 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 the Class A-5
Certificates, the Class M Certificates and
the Class B Certificates; and
(c) 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
(iv) Notwithstanding the foregoing, after
reduction of the Certificate Principal Balances of
the Super Senior Certificates to zero but prior to
the occurrence of the Credit Support Depletion
Date, the Prepayment Distribution Percentage will
be 100% in the case of the Class A-5 Certificates
and 0% in the case of each Class of Class M
Certificates and each Class of Class B
Certificates on any Distribution Date (A) prior to
the Distribution Date occurring in February 2001
on which (i) the aggregate Certificate Principal
Balance of the Class M Certificates and Class B
Certificates is less than 50% of the Certificate
Principal Balance of the Class A-5 Certificates or
(ii) the outstanding principal balance of Mortgage
Loans delinquent 60 days or more is greater than
one-third of the aggregate Certificate Principal
Balance of the Class M Certificates and Class B
Certificates immediately prior to such
Distribution Date, (B) occurring on or after the
Distribution Date occurring in February 2001 and
prior to the Distribution Date occurring in
February 2005 on which (i) the aggregate
Certificate Principal Balance of the Class M
Certificate and Class B Certificates is less than
50% of the Certificate Principal Balance of the
Class A-5 Certificates or (ii) the outstanding
principal balance of Mortgage Loans delinquent 60
days or more is greater than one-half of the
aggregate Certificate Principal Balance of the
Class M Certificates and Class B Certificates
immediately prior to such Distribution Date and
(C) occurring on or after the Distribution Date
occurring in February 2005 on which the
Subordinate Percentage is less than the initial
Subordinate Percentage.
(v) Notwithstanding the foregoing, if the
application of the foregoing percentages on any
Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the
definition of "Subordinate Principal Distribution
Amount") would result in a distribution in respect
of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount
greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution
Percentage of each Maturing Class shall be reduced
to a level that, when applied as described above,
would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of
Class M Certificates and Class B Certificates (any
such Class, a "Non-Maturing Class") shall be
recalculated in accordance with the provisions in
paragraph (ii) above, as if the Certificate
Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated,
the "Recalculated Percentage"); (c) the total
amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in
proportion to their respective Recalculated
Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class,
the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of
each Maturing Class had not been reduced to zero,
plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class
M-2 Prepayment Distribution Trigger, Class M-3
Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution
Trigger or Class B-3 Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any
Distribution Date and any Mortgage Loan (other than a
Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during
the related Prepayment Period, an amount equal to the
excess of one month's interest at the Net Mortgage Rate
on the Stated Principal Balance of such Mortgage Loan
over the amount of interest (adjusted to the Net
Mortgage Rate ) paid by the Mortgagor for such
Prepayment Period to the date of such Principal
Prepayment in Full or (b) a Curtailment during the
prior calendar month, an amount equal to one month's
interest at the Net Mortgage Rate on the amount of such
Curtailment.
Prepayment Period: As to any Distribution
Date, the calendar month preceding the month of
distribution.
Primary Insurance Policy: Each primary
policy of mortgage guaranty insurance or any
replacement policy therefor referred to in Section
2.03(b)(iv) and (v).
Principal Prepayment: Any payment of
principal or other recovery on a Mortgage Loan,
including a recovery that takes the form of Liquidation
Proceeds or Insurance Proceeds, which is received in
advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing
scheduled interest on such payment due on any date or
dates in any month or months subsequent to the month of
prepayment.
Principal Prepayment in Full: Any Principal
Prepayment made by a Mortgagor of the entire principal
balance of a Mortgage Loan.
Program Guide: Collectively, the Seller
Guide and the Servicer Guide for Residential Funding's
mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by
Residential Funding from time to time.
Purchase Price: With respect to any Mortgage
Loan (or REO Property) required to be purchased on any
date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an
amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of
any related unreimbursed Advances and (ii) unpaid
accrued interest at the Adjusted Mortgage Rate (or at
the Net Mortgage Rate in the case of a purchase made by
the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the
month of purchase from the Due Date to which interest
was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A
Mortgage Loan substituted by Residential Funding or the
Company for a Deleted Mortgage Loan which must, on the
date of such substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have an
outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the
month of substitution (or in the case of a substitution
of more than one Mortgage Loan for a Deleted Mortgage
Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by Residential Funding in the
Custodial Account in the month of substitution); (ii)
have a Mortgage Rate and a Net Mortgage Rate no lower
than and not more than 1% per annum higher than the
Mortgage Rate and Net Mortgage Rate, respectively, of
the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the
time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution; (iv) have a
remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement; and (vi) have a
Spread Rate equal to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other
provisions herein, in the event that the "Spread Rate"
of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Spread Rate" is greater
than the Spread Rate of the related Deleted Mortgage
Loan (i) the Spread Rate of such Qualified Substitute
Mortgage Loan shall be equal to the Spread Rate of the
related Deleted Mortgage Loan for purposes of
calculating the Excess Spread and (ii) the excess of
the Spread Rate on such Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of
"Spread Rate" over the Spread Rate on the related
Deleted Mortgage Loan shall be payable to the Class R
Certificates pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Standard & Poor's
with respect to the Class A Certificates, Class R
Certificates and, Class M-1 Certificates and Fitch with
respect to the Class M-2 Certificates, Class M-3
Certificates, Class B-1 Certificates and Class B-2
Certificates. If either agency or a successor is no
longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which
designation shall be given to the Trustee and the
Master Servicer.
Realized Loss: With respect to each Mortgage
Loan (or REO Property) as to which a Cash Liquidation
or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of
the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest
(and REO Imputed Interest, if any) at the Net Mortgage
Rate from the Due Date as to which interest was last
paid or advanced to Certificateholders and the Owner of
the Excess Spread up to the last day of the month in
which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such
Mortgage Loan (or REO Property) outstanding during each
Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO
Disposition) occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion
thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or
expenses as to which the Master Servicer or Subservicer
is entitled to reimbursement thereunder but which have
not been previously reimbursed. With respect to each
Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage
Loan which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each
Distribution Date, the close of business on the last
Business Day of the month next preceding the month in
which the related Distribution Date occurs.
Regular Certificate: Any of the Certificates
other than a Class R Certificate.
REMIC: A "real estate mortgage investment
conduit" within the meaning of Section 860D of the
Code.
REMIC Administrator: Residential Funding
Corporation.
REMIC Provisions: Provisions of the federal
income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code,
and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with
such temporary or final regulations, proposed
regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing
may be in effect from time to time.
REO Acquisition: The acquisition by the
Master Servicer on behalf of the Trustee for the
benefit of the Certificateholders and the Owner of the
Excess Spread of any REO Property pursuant to Section
3.14.
REO Disposition: As to any REO Property, a
determination by the Master Servicer that it has
received all Insurance Proceeds, Liquidation Proceeds,
REO Proceeds and other payments and recoveries
(including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the
sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO
Property, for any period, an amount equivalent to
interest (at the Net Mortgage Rate that would have been
applicable to the related Mortgage Loan had it been
outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of acquisition thereof for
such period.
REO Proceeds: Proceeds, net of expenses,
received in respect of any REO Property (including,
without limitation, proceeds from the rental of the
related Mortgaged Property) which proceeds are required
to be deposited into the Custodial Account only upon
the related REO Disposition.
REO Property: A Mortgaged Property acquired
by the Master Servicer through foreclosure or deed in
lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release,
the forms of which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to
any Mortgage Loan, any insurance policy which is
required to be maintained from time to time under this
Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage
Loan.
Residential Funding: Residential Funding
Corporation, a Delaware corporation, in its capacity as
seller of the Mortgage Loans to the Company and any
successor thereto.
Responsible Officer: When used with respect
to the Trustee, any officer of the Corporate Trust
Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice
President, any Assistant Secretary, any Trust Officer
or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to
those performed by any of the above designated officers
to whom, with respect to a particular matter, such
matter is referred.
Security Agreement: With respect to a
Cooperative Loan, the agreement creating a security
interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person,
including any Subservicer, that executed a Seller's
Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the
origination and sale of Mortgage Loans generally in the
form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been
approved by the Master Servicer and the Company, each
containing representations and warranties in respect of
one or more Mortgage Loans.
Senior Percentage: As of any Distribution
Date, the lesser of 100% and a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A
Certificates and Class R Certificates immediately prior
to such Distribution Date and the denominator of which
is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties).
Senior Principal Distribution Amount: As to
any Distribution Date, the lesser of (a) the balance of
the Available Distribution Amount remaining after the
distribution of all amounts required to be distributed
pursuant to Section 4.02(a)(i) and (ii)(X) and (b) the
sum of the amounts required to be distributed to the
Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant
to Section 4.02(a)(ii), (xvi) and (xvii).
Senior Support Certificates: Any of the Class
A-5 Certificates.
Senior Support Percentage: As of any
Distribution Date, a fraction, expressed as a
percentage, equal to the aggregate Certificate
Principal Balance of the Senior Support Certificates
immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the
Mortgage Loans immediately prior to such Distribution
Date.
Servicing Accounts: The account or accounts
created and maintained pursuant to Section 3.08.
Servicing Advances: All customary,
reasonable and necessary "out of pocket" costs and
expenses incurred in connection with a default,
delinquency or other unanticipated event by the Master
Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of
(i) the preservation, restoration and protection of a
Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01,
3.08, 3.12(a) and 3.14.
Servicing Fee: With respect to any Mortgage
Loan and Distribution Date, the fee payable monthly to
the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated
on the Mortgage Loan Schedule as the "MSTR SERV FEE"
for such Mortgage Loan, as may be adjusted with respect
to successor Master Servicers as provided in Section
7.02.
Servicing Officer: Any officer of the Master
Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any
Distribution Date, an amount equal to $3,949,167 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 58.48% (which
percentage is equal to the percentage of Mortgage Loans
initially secured by Mortgaged Properties located in
the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately
preceding Distribution Date) of the largest Mortgage
Loan secured by a Mortgaged Property located in the
State of California.
The Special Hazard Amount may be further reduced
by the Master Servicer (including accelerating the
manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall
(i) obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not
in excess of the cost of the lesser of repair or
replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard
policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of
the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Spread Rate: With respect to each Mortgage
Loan, the rate per annum equal to the excess of the Net
Mortgage Rate over 7.25% per annum.
Standard & Poor's: Standard & Poor's Ratings
Services, a division of the McGraw-Hill Companies, or
its successor in interest.
Stated Principal Balance: With respect to
any Mortgage Loan or related REO Property, at any given
time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal
portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution
Date which were received or with respect to which an
Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds, to the extent applied by the Master Servicer
as recoveries of principal in accordance with Section
3.14 with respect to such Mortgage Loan or REO
Property, in each case which were distributed pursuant
to Section 4.02 on any previous Distribution Date, and
(c) any Realized Loss allocated to Certificateholders
with respect thereto for any previous Distribution
Date.
Subordinate 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 for such Distribution Date
referred to under clauses (1), (2) and (3) of Section
4.02(a)(ii)(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)(B)(b) to the extent such
collections are not otherwise distributed to the Senior
Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage, (y) 100% minus the
Adjusted Senior Accelerated Distribution Percentage and
(z) the aggregate of all Principal Prepayments in Full
and Curtailments received in the related Prepayment
Period; (iv) if such Class is the most senior Class of
Certificates then outstanding (as established in
Section 4.05 hereof), any Excess Subordinate Principal
Amount for such Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as determined
for any previous Distribution Date, that remain
undistributed to the extent that such amounts are not
attributable to Realized Losses which have been
allocated to a subordinate Class of Class M or Class B
Certificates minus (b) any Excess Subordinate Principal
Amount not payable to such Class on such Distribution
Date pursuant to the definition thereof; provided,
however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class
of Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan
that, at the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Master
Servicer has entered into a Subservicing Agreement and
who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent
installment of principal and interest on a Mortgage
Loan which is advanced by the related Subservicer (net
of its Subservicing Fee) pursuant to the Subservicing
Agreement.
Subservicing Account: An account established
by a Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract
between the Master Servicer and any Subservicer
relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally
in the form of the servicer contract referred to or
contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the
Company.
Subservicing Fee: As to any Mortgage Loan,
the fee payable monthly to the related Subservicer (or,
in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other
compensation that accrues at an annual rate equal to
the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the
Mortgage Loan Schedule as the "CURR NET" for such
Mortgage Loan.
Super Senior Certificates: Any one of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-6,
Class A-7, Class A-8, Class A-9 or Class R
Certificates.
Super Senior Class Percentage: As of any
Distribution Date occurring on or after the Credit
Support Depletion Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Super Senior
Certificates immediately prior to such Distribution
Date and the denominator of which is the aggregate
Certificate Principal Balance of all Senior
Certificates (other than the Class A-5 Certificates)
immediately prior to such Distribution Date.
Super Senior Optimal Percentage: As of any
Distribution Date occurring on or after the Credit
Support Depletion Date, the fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Super Senior
Certificates immediately prior to such Distribution
Date and the denominator of which is the aggregate
Certificate Principal Balance of all Senior
Certificates immediately prior to such Distribution
Date.
Super Senior Optimal Principal Distribution
Amount: With respect to any Distribution Date
occurring on or after the Credit Support Depletion
Date, the sum of (A) the product of (a) the then-
applicable Super Senior Optimal Percentage for such
class and (b) the sum of the amounts described in
clauses (i), (iv) and (vi) of Section 4.02(a)(ii)(A)
and (B) the product of the then-applicable Super Senior
Class Percentage for such class and the sum of the
amounts described in clauses (ii) and (iii) of Section
4.02(a)(ii)(A).
Tax Returns: The federal income tax return
on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or
Net Loss Allocation, or any successor forms, to be
filed on behalf of the Trust Fund due to its
classification as 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 and the Owner of the Excess Spread
or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable
provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer,
sale, pledge, hypothecation or other form of assignment
of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by
Transfer any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by
Transfer of any Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets,
with respect to which a REMIC election is to be made,
consisting of:
(i) the Mortgage Loans and the related Mortgage
Files,
(ii) all payments on and collections in respect of
the Mortgage Loans due after the Cut-off Date
as shall be on deposit in the Custodial
Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan
and which has been acquired for the
benefit of the Certificateholders and
the Owner of the Excess Spread by
foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain
proceeds thereof.
Uniform Single Attestation Program for
Mortgage Bankers: The Uniform Single Attestation
Program for Mortgage Bankers, as published by the
Mortgage Bankers Association of America and effective
with respect to fiscal periods ending on or after
December 15, 1995.
Uninsured Cause: Any cause of damage to
property subject to a Mortgage such that the complete
restoration of such property is not fully reimbursable
by the hazard insurance policies.
United States Person: A citizen or resident
of the United States, a corporation, partnership or
other entity created or organized in, or under the laws
of, the United States or any political subdivision
thereof, or an estate or trust whose income from
sources without the United States is includible in
gross income for United States federal income tax
purposes regardless of its connection with the conduct
of a trade or business within the United States.
Voting Rights: The portion of the voting
rights of all of the Certificates which is allocated to
any Certificate. 98% of all of the Voting Rights shall
be allocated among Holders of Certificates,
respectively, other than the Class R Certificates, in
proportion to the outstanding Certificate Principal
Balances of their respective Certificates. The Owner
shall be entitled to 1% of all of the Voting Rights in
respect of the Excess Spread, and the Holders of the
Class R Certificates shall be entitled to 1% of all of
the Voting Rights, respectively, allocated among the
Certificates of each such Class in accordance with
their respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution
and delivery hereof, does hereby assign to the Trustee
without recourse all the right, title and interest of
the Company in and to the Mortgage Loans, including all
interest and principal received on or with respect to
the Mortgage Loans after the Cut-off Date (other than
payments of principal and interest due on the Mortgage
Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as
set forth in Section 2.01(c) below, the Company does
hereby deliver to, and deposit with, the Trustee, or to
and with one or more Custodians, as the duly appointed
agent or agents of the Trustee for such purpose, the
following documents or instruments (or copies thereof
as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to
the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding
stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of
recording indicated thereon or a copy of the
Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the
Mortgage to the Trustee with evidence of recording
indicated thereon or a copy of such assignment
certified by the public recording office in which
such assignment has been recorded;
(iv) The original recorded assignment or
assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of
such assignment or assignments of the Mortgage
certified by the public recording office in which
such assignment or assignments have been recorded;
and
(v) The original of each modification,
assumption agreement or preferred loan agreement,
if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or
preferred loan agreement certified by the public
recording office in which such document has been
recorded.
and (II) with respect to each Cooperative Loan so
assigned:
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to
the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding
stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease
and the Assignment of Proprietary Lease to the
originator of the Cooperative Loan with
intervening assignments showing an unbroken chain
of title from such originator to the Trustee;
(iii) The related Cooperative Stock
Certificate, representing the related Cooperative
Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original recognition agreement by
the Cooperative of the interests of the mortgagee
with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed
by the originator of such Cooperative Loan as
secured party, each with evidence of recording
thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3
assignments of the security interest referenced in
clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the
interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the
interest of the originator in the Security
Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the
originator to the Trustee;
(ix) The original of each modification,
assumption agreement or preferred loan agreement,
if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement
showing the Master Servicer as debtor, the Company
as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the
Company as debtor and the Trustee as secured
party, each in a form sufficient for filing,
evidencing the interest of such debtors in the
Cooperative Loans.
(c) The Company may, in lieu of delivering the
documents set forth in Section 2.01(b)(I)(iv) and (v)
and Section (b)(II)(ii), (iv), (vii), (ix) and (x) to
the Trustee or the Custodian or Custodians, deliver
such documents to the Master Servicer, and the Master
Servicer shall hold such documents in trust for the use
and benefit of all present and future
Certificateholders and the Owner of the Excess Spread
until such time as is set forth below. Within ten
Business Days following the earlier of (i) the receipt
of the original of each of the documents or instruments
set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage
Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete
set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or
agents of the Trustee.
On the Closing Date, the Master Servicer shall
certify that it has in its possession an original or
copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv),
(vii), (ix) and (x) which has been delivered to it by
the Company. Every six months after the Closing Date,
for so long as the Master Servicer is holding documents
pursuant to this Section 2.01(c), the Master Servicer
shall deliver to (i) Moody's if it is one of the Rating
Agencies, (ii) the Trustee and (iii) each Custodian a
report setting forth the status of the documents which
it is holding.
(d) In the event that in connection with any
Mortgage Loan the Company cannot deliver the Mortgage,
any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof certified by
the public recording office) with evidence of recording
thereon concurrently with the execution and delivery of
this Agreement solely because of a delay caused by the
public recording office where such Mortgage,
assignment, modification, assumption agreement or
preferred loan agreement as the case may be, has been
delivered for recordation, the Company shall deliver or
cause to be delivered to the Trustee or the respective
Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption
agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in
the appropriate public office for real property records
the Assignment referred to in clause (I)(iii) of
Section 2.01(b), except in states where, in the
opinion of counsel acceptable to the Trustee and the
Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan
against the claim of any subsequent transferee or any
successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly
cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clause (II)(vii) and
(x), respectively, of Section 2.01(b). If any
Assignment, Form UCC-3 or Form UCC-1, as applicable, is
lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be,
and cause such Assignment to be recorded in accordance
with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment or
Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt
thereof from the public recording office or from the
related Subservicer. In connection with its servicing
of Cooperative Loans, the Master Servicer will use its
best efforts to file timely continuation statements
with regard to each financing statement and assignment
relating to Cooperative Loans as to which the related
Cooperative Apartment is located outside of the State
of New York.
Any of the items set forth in Sections
2.01(b)(I)(iv) and (v) and (II)(vi) and (vii) and that
may be delivered as a copy rather than the original may
be delivered in microfiche form.
(e) It is intended that the conveyances by the
Company to the Trustee of the Mortgage Loans as
provided for in this Section 2.01 be construed as a
sale by the Company to the Trustee of the Mortgage
Loans for the benefit of the Certificateholders or the
Owner of the Excess Spread. Further, it is not
intended that any such conveyance be deemed to be a
pledge of the Mortgage Loans by the Company to the
Trustee to secure a debt or other obligation of the
Company. However, in the event that the Mortgage Loans
are held to be property of the Company or of
Residential Funding, or if for any reason this
Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended
that (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and
9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyances provided for in this
Section 2.01 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 Mortgage Notes, the Mortgages,
any related insurance policies and all other documents
in the related Mortgage Files, (B) all amounts payable
pursuant to the Mortgage Loans in accordance with the
terms thereof and (C) any and all general intangibles
consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including
without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial
Account, whether in the form of cash, instruments,
securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in
any and all of Residential Funding's right (including
the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to the
property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Company
pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other
agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed
to be "possession by the secured party," or possession
by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest
pursuant to the Minnesota Uniform Commercial Code and
the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 9-
305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such
property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law.
The Company and, at the Company's direction,
Residential Funding and the Trustee shall, to the
extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that,
if this Agreement were deemed to create a security
interest in the Mortgage Loans, and the other property
described above, such security interest would be deemed
to be a perfected security interest of first priority
under applicable law and will be maintained as such
throughout the term of this Agreement. Without
limiting the generality of the foregoing, the Company
shall prepare and deliver to the Trustee not less than
15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for
filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as
in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans, as
evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation
statements, and (y) such other statements as may be
occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if
occasioned by a change in the Trustee's name), (2) any
change of location of the place of business or the
chief executive office of Residential Funding or the
Company or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage
Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with
respect to Mortgage Loans subject to a Custodial
Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for
purposes of such acknowledgement only, a Mortgage Note
may be endorsed in blank and an Assignment of Mortgage
may be in blank) and declares that it, or a Custodian
as its agent, holds and will hold such documents and
the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in
trust for the use and benefit of all present and future
Certificateholders and the Owner of the Excess Spread.
The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders and the Owner of the
Excess Spread, to review each Mortgage File delivered
to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain that all required
documents (specifically as set forth in Section
2.01(b)), have been executed and received, and that
such documents relate to the Mortgage Loans identified
on the Mortgage Loan Schedule, as supplemented, that
have been conveyed to it. Upon delivery of the
Mortgage Files by the Company or the Master Servicer,
the Trustee shall acknowledge receipt (or, with respect
to Mortgage Loans subject to a Custodial Agreement, and
based solely upon a receipt or certification executed
by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above. The
Trustee or Custodian (such Custodian being so obligated
under a Custodial Agreement) agrees to review each
Mortgage File delivered to it pursuant to Section
2.01(c) within 45 days after receipt thereof to
ascertain that all documents required to be delivered
pursuant to such Section have been received, and that
such documents relate to the Mortgage Loans identified
on the Mortgage Loan Schedule, as supplemented, that
have been conveyed to it.
If the Custodian, as the Trustee's agent, finds
any document or documents constituting a part of a
Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify
the Master Servicer and the Company. Pursuant to
Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the
Trustee of any such omission or defect found by it in
respect of any Mortgage File held by it. The Master
Servicer shall promptly notify the related Subservicer
or Seller of such omission or defect and request that
such Subservicer or Seller correct or cure such
omission or defect within 60 days from the date the
Master Servicer was notified of such omission or defect
and, if such Subservicer or Seller does not correct or
cure such omission or defect within such period, that
such Subservicer or Seller purchase such Mortgage Loan
from the Trust Fund at its Purchase Price, in either
case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that
if the omission or defect would cause the Mortgage Loan
to be other than a "qualified mortgage" as defined in
Section 860G(a)(5) of the Code, any such cure or
repurchase must occur within 90 days from the date such
breach was discovered. The Purchase Price for any such
Mortgage Loan, whether purchased by the Seller or the
Subservicer, shall be deposited or caused to be
deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of
such deposit signed by a Servicing Officer, the Trustee
or any Custodian, as the case may be, shall release to
the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer,
in each case without recourse, as shall be necessary to
vest in the Seller or its designee or the Subservicer
or its designee, as the case may be, any Mortgage Loan
released pursuant hereto and thereafter such Mortgage
Loan shall not be part of the Trust Fund. It is
understood and agreed that the obligation of the Seller
or the Subservicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material
defect in or omission of a constituent document exists
shall constitute the sole remedy respecting such defect
or omission available to Certificateholders and the
Owner of the Excess Spread or the Trustee on behalf of
the Certificateholders and 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
Certificateholders and the Owner of the Excess Spread
that:
(i) The Master Servicer is a corporation
duly organized, validly existing and in good
standing under the laws governing its creation and
existence and is or will be in compliance with the
laws of each state in which any Mortgaged Property
is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance
with the terms of this Agreement;
(ii) The execution and delivery of this
Agreement by the Master Servicer and its
performance and compliance with the terms of this
Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or
constitute a default (or an event which, with
notice or lapse of time, or both, would constitute
a material default) under, or result in the
material breach of, any material contract,
agreement or other instrument to which the Master
Servicer is a party or which may be applicable to
the Master Servicer or any of its assets;
(iii) This Agreement, assuming due
authorization, execution and delivery by the
Trustee and the Company, constitutes a valid,
legal and binding obligation of the Master
Servicer, enforceable against it in accordance
with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of
creditors' rights generally and to general
principles of equity, regardless of whether such
enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default
with respect to any order or decree of any court
or any order, regulation or demand of any Federal,
state, municipal or governmental agency, which
default might have consequences that would
materially and adversely affect the condition
(financial or other) or operations of the Master
Servicer or its properties or might have
consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the
best of the Master Servicer's knowledge,
threatened against the Master Servicer which would
prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all
material respects in the performance of this
Agreement with all reasonable rules and
requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an
officer, statement furnished in writing or report
delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer,
contain any untrue statement of a material fact or
omit a material fact necessary to make the
information, certificate, statement or report not
misleading; and
(viii) The Master Servicer has examined
each existing, and will examine each new,
Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each
existing Subservicing Agreement and each
designated Subservicer are acceptable to the
Master Servicer and any new Subservicing
Agreements will comply with the provisions of
Section 3.02.
It is understood and agreed that the representations
and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master
Servicer, the Trustee or any Custodian of a breach of
any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects
the interests of the Certificateholders or the Owner of
the Excess Spread in any Mortgage Loan, the party
discovering such breach shall give prompt written
notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days
of its discovery or its receipt of notice of such
breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent
that such breach is with respect to a Mortgage Loan or
a related document, purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner
set forth in Section 2.02; provided that if the
omission or defect would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section
860G(a)(5) of the Code, any such cure or repurchase
must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to
cure such breach or to so purchase such Mortgage Loan
shall constitute the sole remedy in respect of a breach
of a representation and warranty set forth in this
Section 2.03(a) available to the Certificateholders and
the Owner of the Excess Spread or the Trustee on behalf
of the Certificateholders and such Owner.
(b) The Company hereby represents and warrants to
the Trustee for the benefit of Certificateholders and
the Owner of the Excess Spread that as of the Closing
Date (or, if otherwise specified below, as of the date
so specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as
of the Cut-off Date and no Mortgage Loan has been
so delinquent more than once in the 12-month
period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F
hereto with respect to each Mortgage Loan or the
Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or
dates respecting which such information is
furnished;
(iii) The Mortgage Loans are fully-
amortizing, fixed-rate mortgage loans with level
Monthly Payments due on the first day of each
month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge,
if a Mortgage Loan is secured by a Mortgaged
Property with a Loan-to-Value Ratio at origination
in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures
25% of the principal balance of the Mortgage Loan
at origination if the Loan-to-Value Ratio is
between 95.00% and 90.01%, 12% of such balance if
the Loan-to-Value Ratio is between 90.00% and
85.01%, and 6% of such balance if the Loan-to-
Value Ratio is between 85.00% and 80.01%. To the
best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and
the Trustee is entitled to the benefits
thereunder. No Mortgage Loan has a Loan-to-Value
Ratio in excess of 95%;
(v) The issuers of the Primary Insurance
Policies are insurance companies whose claims-
paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 1.2% of the Mortgage Loans
by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in California, no
more than 0.4% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date
are secured by Mortgaged Properties located in any
one zip code area outside California, and no more
than 0.06% of the Mortgage Loans by aggregate
stated Principal Balance as of the Cut-off Date
are Cooperative Loans;
(vii) If the improvements securing a
Mortgage Loan are in a federally designated
special flood hazard area, flood insurance in the
amount required under the Program Guide covers the
related Mortgaged Property (either by coverage
under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment
of the Mortgage Loans to the Trustee, the Company
had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than
rights to servicing and related compensation) and
such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of
any pledge, lien, encumbrance or security
interest;
(ix) Approximately 16.38% of the Mortgage
Loans by aggregate Stated Principal Balance as of
the Cut-off Date were underwritten under a reduced
loan documentation program;
(x) Each Mortgagor represented in its loan
application with respect to the related Mortgage
Loan that the Mortgaged Property would be owner-
occupied and therefore would not be an investor
property as of the date of origination of such
Mortgage Loan. No Mortgagor is a corporation or a
partnership;
(xi) Approximately 0.5% of the Mortgage
Loans by aggregate Stated Principal Balance as of
the Cut-off Date will be Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a
qualified mortgage under Section 860G(a)(3)(A) of
the Code and Treasury Regulation 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) None 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 or the
Owner of the Excess Spread in any Mortgage Loan, the
party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the
representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall
give such notice within five days of discovery. Within
90 days of its discovery or its receipt of notice of
breach, the Company shall either (i) cure such breach
in all material respects or (ii) purchase such Mortgage
Loan from the Trust Fund at the Purchase Price and in
the manner set forth in Section 2.02; provided that the
Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years
following the Closing Date; provided that if the
omission or defect would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section
860G(a)(5) of the Code, any such cure or repurchase
must occur within 90 days from the date such breach was
discovered. Any such substitution shall be effected by
the Company under the same terms and conditions as
provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that
the obligation of the Company to cure such breach or to
so purchase or substitute for any Mortgage Loan as to
which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach
available to the Certificateholders and the Owner of
the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner. Notwithstanding the
foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans
as provided in this Section 2.03(b) if the substance of
the breach of a representation set forth above also
constitutes fraud in the origination of the Mortgage
Loan.
Section 2.04. Representations and Warranties
of Sellers.
The Company, as assignee of Residential
Funding under the Assignment Agreement, hereby assigns
to the Trustee for the benefit of Certificateholders
and the Owner of the Excess Spread all of its right,
title and interest in respect of the Assignment
Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or
such Seller's Agreement relates to the representations
and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any
remedies provided thereunder for any breach of such
representations and warranties, such right, title and
interest may be enforced by the Master Servicer on
behalf of the Trustee and the Certificateholders and
the Owner of the Excess Spread. Upon the discovery by
the Company, the Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the
Assignment Agreement (which, for purposes hereof, will
be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement)
in respect of any Mortgage Loan which materially and
adversely affects the interests of the
Certificateholders or the Owner of the Excess Spread in
such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial
Agreement). The Master Servicer shall promptly notify
the related Seller or Residential Funding, as the case
may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i)
cure such breach in all material respects within 90
days from the date the Master Servicer was notified of
such breach or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner
set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential
Funding shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years
following the Closing Date, except that if the breach
would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3)
of the Code, any such substitution must occur within 90
days from the date the Master Servicer was notified of
the breach if such 90 day period expires before two
years following the Closing Date. In the event that
Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted
Mortgage Loan pursuant to this Section 2.04,
Residential Funding shall deliver to the Trustee for
the benefit of the Certificateholders and the Owner of
the Excess Spread with respect to such Qualified
Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents
and agreements as are required by Section 2.01, with
the Mortgage Note endorsed as required by Section 2.01.
No substitution will be made in any calendar month
after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not
be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to
Residential Funding on the next succeeding Distribution
Date. For the month of substitution, distributions to
the Certificateholders and the Owner of the Excess
Spread will include the Monthly Payment due on a
Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all
amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, for the benefit of
the Certificateholders 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 by an Opinion of
Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code or
(b) any portion of the Trust Fund to fail to qualify as
a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of
the Seller or Residential Funding, as the case may be,
to cure such breach or purchase (or in the case of
Residential Funding to substitute for) such Mortgage
Loan as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting
such breach available to the Certificateholders and the
Owner of the Excess Spread or the Trustee on behalf of
Certificateholders and such Owner. If the Master
Servicer is Residential Funding, then the Trustee shall
also have the right to give the notification and
require the purchase or substitution provided for in
the second preceding paragraph in the event of such a
breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In
connection with the purchase of or substitution for any
such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right,
title and interest in respect of the Seller's Agreement
and the Assignment Agreement applicable to such
Mortgage Loan.
Section 2.05. Execution and Authentication
of Certificates.
The Trustee acknowledges the assignment to it
of the Mortgage Loans and the delivery of the Mortgage
Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to
it of all other assets included in the Trust Fund,
receipt of which is hereby acknowledged. Concurrently
with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company
executed by an officer of the Company, has executed and
caused to be authenticated and delivered to or upon the
order of the Company the Certificates in authorized
denominations which evidence ownership of the entire
Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as
Servicer.
(a) The Master Servicer shall service and
administer the Mortgage Loans in accordance with the
terms of this Agreement and the respective Mortgage
Loans and shall have full power and authority, acting
alone or through Subservicers as provided in Section
3.02, to do any and all things which it may deem
necessary or desirable in connection with such
servicing and administration. Without limiting the
generality of the foregoing, the Master Servicer in its
own name or in the name of a Subservicer is hereby
authorized and empowered by the Trustee when the Master
Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to
execute and deliver, on behalf of the
Certificateholders and 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 the Trust Fund to fail to qualify as a REMIC
under the Code. The Trustee shall furnish the Master
Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans.
The Trustee shall not be liable for any action taken by
the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer
shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained
the servicing rights and obligations in respect
thereof.
(b) All costs incurred by the Master Servicer or
by Subservicers in effecting the timely payment of
taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of
calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread,
be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage
Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or
more agreements in connection with the offering of
pass-through certificates evidencing interests in one
or more of the Certificates providing for the payment
by the Master Servicer of amounts received by the
Master Servicer as servicing compensation hereunder and
required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment
obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements
Between Master Servicer and
Subservicers; Enforcement of
Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into by Residential
Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new
Subservicing Agreements with Subservicers, for the
servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan
shall be entitled to receive and retain, as provided in
the related Subservicing Agreement and in Section 3.07,
the related Subservicing Fee from payments of interest
received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer
in respect of such Mortgage Loan. For any Mortgage
Loan that is a Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive and retain an
amount equal to the Subservicing Fee from payments of
interest. Unless the context otherwise requires,
references in this Agreement to actions taken or to be
taken by the Master Servicer in servicing the Mortgage
Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each
Subservicing Agreement will be upon such terms and
conditions as are generally required or permitted by
the Program Guide and are not inconsistent with this
Agreement and as the Master Servicer and the
Subservicer have agreed. A representative form of
Subservicing Agreement is attached to this Agreement as
Exhibit G. With the approval of the Master Servicer, a
Subservicer may delegate its servicing obligations to
third-party servicers, but such Subservicer will remain
obligated under the related Subservicing Agreement.
The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing
Agreement, and the form referred to or included in the
Program Guide is merely provided for information and
shall not be deemed to limit in any respect the
discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided,
however, that any such amendments or different forms
shall be consistent with and not violate the provisions
of either this Agreement or the Program Guide in a
manner which would materially and adversely affect the
interests of the Certificateholders or the Owner of the
Excess Spread.
(b) As part of its servicing activities
hereunder, the Master Servicer, for the benefit of the
Trustee and the Certificateholders and the Owner of the
Excess Spread, shall use its best reasonable efforts to
enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under
the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a
material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to
purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on
account of a breach of a representation or warranty, as
described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of
claims, termination of Subservicing Agreements or
Seller's Agreements, as appropriate, and the pursuit of
other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the
Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer
shall pay the costs of such enforcement at its own
expense, and shall be reimbursed therefor only (i) from
a general recovery resulting from such enforcement to
the extent, if any, that such recovery exceeds all
amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such
enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to
terminate any Subservicing Agreement that may exist in
accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by
virtue of this Agreement; provided, however, that in
the event of termination of any Subservicing Agreement
by the Master Servicer or the Subservicer, the Master
Servicer shall either act as servicer of the related
Mortgage Loan or enter into a Subservicing Agreement
with a successor Subservicer which will be bound by the
terms of the related Subservicing Agreement. If the
Master Servicer or any Affiliate of Residential Funding
acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which
it replaces. If the Master Servicer enters into a
Subservicing Agreement with a successor Subservicer,
the Master Servicer shall use reasonable efforts to
have the successor Subservicer assume liability for the
representations and warranties made by the terminated
Subservicer in respect of the related Mortgage Loans
and, in the event of any such assumption by the
successor Subservicer, the Master Servicer may, in the
exercise of its business judgment, release the
terminated Subservicer from liability for such
representations and warranties.
Section 3.04. Liability of the Master
Servicer.
Notwithstanding any Subservicing Agreement,
any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer
or a Subservicer or reference to actions taken through
a Subservicer or otherwise, the Master Servicer shall
remain obligated and liable to the Trustee,
Certificateholders and the Owner of the Excess Spread
for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01
without diminution of such obligation or liability by
virtue of such Subservicing Agreements or arrangements
or by virtue of indemnification from the Subservicer or
the Company and to the same extent and under the same
terms and conditions as if the Master Servicer alone
were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any
agreement with a Subservicer or Seller for
indemnification of the Master Servicer and nothing
contained in this Agreement shall be deemed to limit or
modify such indemnification.
Section 3.05. No Contractual Relationship
Between Subservicer and
Trustee or Certificateholders
or the Owner of the Excess
Spread.
Any Subservicing Agreement that may be
entered into and any other transactions or services
relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall
be deemed to be between the Subservicer and the Master
Servicer alone and the Trustee, Certificateholders and
the Owner of the Excess Spread shall not be deemed
parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the
Subservicer in its capacity as such except as set forth
in Section 3.06. The foregoing provision shall not in
any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of
Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for
any reason no longer be the master servicer (including
by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of
the rights and obligations of the Master Servicer under
each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have
assumed all of the Master Servicer's interest therein
and to have replaced the Master Servicer as a party to
the Subservicing Agreement to the same extent as if the
Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall
not thereby be relieved of any liability or obligations
under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of
the Trustee but at the expense of the Master Servicer,
deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the
Mortgage Loans then being serviced and an accounting of
amounts collected and held by it and otherwise use its
best efforts to effect the orderly and efficient
transfer of each Subservicing Agreement to the assuming
party.
Section 3.07. Collection of Certain Mortgage
Loan Payments;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable
efforts to collect all payments called for under the
terms and provisions of the Mortgage Loans, and shall,
to the extent such procedures shall be consistent with
this Agreement and the terms and provisions of any
related Primary Insurance Policy, follow such
collection procedures as it would employ in its good
faith business judgment and which are normal and usual
in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may
in its discretion (i) waive any late payment charge or
any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan and (ii) extend
the Due Date for payments due on a Mortgage Loan in
accordance with the Program Guide, provided, however,
that the Master Servicer shall first determine that any
such waiver or extension will not impair the coverage
of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage.
Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement
or indulgence is not materially adverse to the
interests of the Certificateholders or the Owner of the
Excess Spread, provided, however, that the Master
Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including
without limitation any modification that would change
the Mortgage Rate, forgive the payment of any principal
or interest (unless in connection with the liquidation
of the related Mortgage Loan or except in connection
with prepayments to the extent that such reamortization
is not inconsistent with the terms of the Mortgage
Loan), or extend the final maturity date of such
Mortgage Loan, unless such Mortgage Loan is in default
or, in the judgment of the Master Servicer, such
default is reasonably foreseeable. In connection with
any Curtailment of a Mortgage Loan, the Master
Servicer, to the extent not inconsistent with the terms
of the Mortgage Note and local law and practice, may
permit the Mortgage Loan to be re-amortized such that
the Monthly Payment is recalculated as an amount that
will fully amortize the remaining Stated Principal
Amount thereof by the original Maturity Date based on
the original Mortgage Rate; provided, that such re-
amortization shall not be permitted if it would
constitute a reissuance of the Mortgage Loan for
federal income tax purposes. In the event of any such
arrangement, the Master Servicer shall make timely
advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification
thereof by reason of such arrangements unless otherwise
agreed to by the Holders of the Classes of Certificates
affected thereby.
(b) The Master Servicer shall establish and
maintain a Custodial Account in which the Master
Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided
herein, the following payments and collections remitted
by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other
than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal,
including Principal Prepayments made by Mortgagors
on the Mortgage Loans and the principal component
of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for
which an REO Disposition has occurred;
(ii) All payments on account of interest at
the Adjusted Mortgage Rate on the Mortgage Loans,
including Buydown Funds, if any, and the interest
component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO
Property for which an REO Disposition has
occurred;
(iii) Insurance Proceeds and Liquidation
Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans
purchased pursuant to Section 2.02, 2.03, 2.04 or
4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03
or 2.04;
(v) Any amounts required to be deposited
pursuant to Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the
Certificate Account to the Custodial Account in
accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial
Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the
foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in
respect of principal and interest on the Mortgage Loans
due on or before the Cut-off Date) and payments or
collections in the nature of prepayment charges or late
payment charges or assumption fees may but need not be
deposited by the Master Servicer in the Custodial
Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the
Master Servicer may at any time withdraw such amount
from the Custodial Account, any provision herein to the
contrary notwithstanding. The Custodial Account may
contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other
series and may contain other funds respecting payments
on mortgage loans belonging to the Master Servicer or
serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master
Servicer shall keep records that accurately reflect the
funds on deposit in the Custodial Account that have
been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and the proceeds of the purchase
of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04 and 4.07 received in any calendar month, the
Master Servicer may elect to treat such amounts as
included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects,
such amounts will be deemed to have been received (and
any related Realized Loss shall be deemed to have
occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best
efforts to cause the institution maintaining the
Custodial Account to invest the funds in the Custodial
Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the
Certificate Account Deposit Date next following the
date of such investment (with the exception of the
Amount Held for Future Distribution) and which shall
not be sold or disposed of prior to their maturities.
All income and gain realized from any such investment
shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject
to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such
investments attributable to the investment of amounts
in respect of the Mortgage Loans shall be deposited in
the Custodial Account by the Master Servicer out of its
own funds immediately as realized.
(d) The Master Servicer shall give notice to the
Trustee and the Company of any change in the location
of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts;
Servicing Accounts.
(a) In those cases where a Subservicer is
servicing a Mortgage Loan pursuant to a Subservicing
Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally
satisfy the requirements of the Program Guide and be
otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required
thereby to deposit into the Subservicing Account on a
daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and
unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the
Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the
nature of prepayment charges or late charges or
assumption fees. On or before the date specified in
the Program Guide, but in no event later than the
Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by
such Subservicer that are required to be remitted to
the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to
advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on
any Mortgage Loans for which payment was not received
by the Subservicer. This obligation to advance with
respect to each Mortgage Loan will continue up to and
including the first of the month following the date on
which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by
deed in lieu of foreclosure or otherwise. All such
advances received by the Master Servicer shall be
deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required,
pursuant to the Subservicing Agreement, to remit to the
Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate on any
Curtailment received by such Subservicer in respect of
a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to
reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from
the date of application of such Curtailment to the
first day of the following month. Any amounts paid by
a Subservicer pursuant to the preceding sentence shall
be for the benefit of the Master Servicer as additional
servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to,
establish and maintain one or more Servicing Accounts
and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the
Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the
extent permitted by the Program Guide or as is
otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the
Servicing Accounts may be made only to effect timely
payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the
Master Servicer or Subservicer out of related
collections for any payments made pursuant to Sections
3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund
to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors
on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of
this Agreement in accordance with Section 9.01 or in
accordance with the Program Guide. As part of its
servicing duties, the Master Servicer shall, and the
Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the
payments referred to in the preceding subsection that
are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or
other cost for which such payment is intended is due,
but the Master Servicer shall be required so to advance
only to the extent that such advances, in the good
faith judgment of the Master Servicer, will be
recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentatio
n and Information Regarding
the Mortgage Loans.
In the event that compliance with this
Section 3.09 shall make any Class of Certificates legal
for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or
cause the Subservicers to provide, to the Trustee, the
Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the
documentation regarding the Mortgage Loans required by
applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge
but only upon reasonable request and during normal
business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such
representatives to photocopy any such documentation and
shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying
to the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage
Loans for the following purposes:
(i) to make deposits into the Certificate
Account in the amounts and in the manner provided
for in Section 4.01;
(ii) to reimburse itself or the related
Subservicer for previously unreimbursed advances
or expenses made pursuant to Sections 3.01, 3.08,
3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07)
which represent (A) Late Collections of Monthly
Payments for which any such advance was made in
the case of Subservicer Advances or Advances
pursuant to Section 4.04 and (B) late recoveries
of the payments for which such advances were made
in the case of Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such
Subservicer) out of each payment received by the
Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to that remaining portion of
any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if
not previously retained) which, when deducted,
will result in the remaining amount of such
interest being interest at the Net Mortgage Rate
on the amount specified in the amortization
schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the
period respecting which such interest was paid
after giving effect to any previous Curtailments;
(iv) to pay to itself as additional
servicing compensation any interest or investment
income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant
to Section 3.07(c);
(v) to pay to itself as additional
servicing compensation any Foreclosure Profits,
and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to
Section 3.08(b);
(vi) to pay to itself, a Subservicer, a
Seller, Residential Funding, the Company or any
other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired
in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received
thereon and not required to be distributed to the
Certificateholders or the Owner of the Excess
Spread as of the date on which the related Stated
Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or
Advances in the manner and to the extent provided
in subsection (c) below or any Advance
reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company
for expenses incurred by and reimbursable to it or
the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with
enforcing any repurchase, substitution or
indemnification obligation of any Seller (other
than an Affiliate of the Company) pursuant to the
related Seller's Agreement;
(ix) to reimburse itself for amounts
expended by it (a) pursuant to Section 3.14 in
good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan
or disposition of an REO Property to the extent
not otherwise reimbursed pursuant to clause (ii)
or (ix) 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 Ins
urance 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 as
a result of principal payments on the Mortgage Loan
after the Closing Date. In the event that the Company
gains knowledge that as of the Closing Date, a Mortgage
Loan had a Loan-to-Value Ratio at origination in excess
of 80% and is not the subject of a Primary Insurance
Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in
excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that such a policy is
obtainable at a reasonable price. The Master Servicer
shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Nonsubserviced
Mortgage Loan, or consent to any Subservicer canceling
or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that
is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance
Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability
is acceptable to each Rating Agency for mortgage pass-
through certificates having a rating equal to or better
than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by
such Rating Agency.
(b) In connection with its activities as
administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master
Servicer, the Subservicer, if any, the Trustee,
Certificateholders and the Owner of the Excess Spread,
claims to the Insurer under any Primary Insurance
Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be
taken such reasonable action as shall be necessary to
permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to
Section 3.07, any Insurance Proceeds collected by or
remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section
3.10.
Section 3.12. Maintenance of Fire Insurance
and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be
maintained for each Mortgage Loan (other than a
Cooperative Loan) fire insurance with extended coverage
in an amount which is equal to the lesser of the
principal balance owing on such Mortgage Loan or 100
percent of the insurable value of the improvements;
provided, however, that such coverage may not be less
than the minimum amount required to fully compensate
for any loss or damage on a replacement cost basis. To
the extent it may do so without breaching the related
Subservicing Agreement, the Master Servicer shall
replace any Subservicer that does not cause such
insurance, to the extent it is available, to be
maintained. The Master Servicer shall also cause to be
maintained on property acquired upon foreclosure, or
deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative Loan), fire insurance with
extended coverage in an amount which is at least equal
to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property
or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's
normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread,
be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so
permit. Such costs shall be recoverable by the Master
Servicer out of related late payments by the Mortgagor
or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is
understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor
or maintained on property acquired in respect of a
Mortgage Loan other than pursuant to such applicable
laws and regulations as shall at any time be in force
and as shall require such additional insurance.
Whenever the improvements securing a Mortgage Loan
(other than a Cooperative Loan) are located at the time
of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master
Servicer shall cause flood insurance (to the extent
available) to be maintained in respect thereof. Such
flood insurance shall be in an amount equal to the
lesser of (i) the amount required to compensate for any
loss or damage to the Mortgaged Property on a
replacement cost basis and (ii) the maximum amount of
such insurance available for the related Mortgaged
Property under the national flood insurance program
(assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain
and maintain a blanket fire insurance policy with
extended coverage insuring against hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed
to have satisfied its obligations as set forth in the
first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer
shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section
3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable
under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next
preceding the Distribution Date which occurs in the
month following the month in which payments under any
such policy would have been deposited in the Custodial
Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself,
the Trustee and the Certificateholders and the Owner of
the Excess Spread, claims under any such blanket
policy.
(b) The Master Servicer shall obtain and maintain
at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance
policy covering the Master Servicer's officers and
employees and other persons acting on behalf of the
Master Servicer in connection with its activities under
this Agreement. The amount of coverage shall be at
least equal to the coverage that would be required by
FNMA or FHLMC, whichever is greater, with respect to
the Master Servicer if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA
or FHLMC. In the event that any such bond or policy
ceases to be in effect, the Master Servicer shall
obtain a comparable replacement bond or policy from an
issuer or insurer, as the case may be, meeting the
requirements, if any, of the Program Guide and
acceptable to the Company. Coverage of the Master
Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy
the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale
Clauses; Assumption and
Modification Agreements;
Certain Assignments.
(a) When any Mortgaged Property is conveyed by
the Mortgagor, the Master Servicer or Subservicer, to
the extent it has knowledge of such conveyance, shall
enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted
under applicable law and governmental regulations, but
only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any
Required Insurance Policy. Notwithstanding the
foregoing:
(i) the Master Servicer shall not be deemed
to be in default under this Section 3.13(a) by
reason of any transfer or assumption which the
Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that
it is reasonably likely that any Mortgagor will
bring, or if any Mortgagor does bring, legal
action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer
shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to
enforce any due-on-sale clause to the extent set forth
in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor,
and such Person is to enter into an assumption or
modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the
Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Master Servicer is
authorized, subject to the requirements of the sentence
next following, to execute and deliver, on behalf of
the Trustee, the assumption agreement with the Person
to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the
Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with
any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person;
provided, however, none of such terms and requirements
shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage
Loan under the Code (or final, temporary or proposed
Treasury Regulations promulgated thereunder) and cause
the Trust Fund to fail to qualify as a REMIC under the
Code. The Master Servicer shall execute and deliver
such documents only if it reasonably determines that
(i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or
cause the unpaid balance and interest on the Mortgage
Loan to be uncollectible in whole or in part, (ii) any
required consents of insurers under any Required
Insurance Policies have been obtained and (iii)
subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien
pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage
Loan will fully amortize over the remaining term
thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will
be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on
the Mortgage Loan, such release will not (based on the
Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance
with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or
substitution of liability as directed by the Master
Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer
shall cause the originals or true and correct copies of
the assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the
Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master
Servicer or such related Subservicer for entering into
an assumption or substitution of liability agreement
will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related
Subservicer, as the case may be, shall be entitled to
approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting
of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged
Property or other similar matters if it has determined,
exercising its good faith business judgment in the same
manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely
and full collectability of, such Mortgage Loan would
not be adversely affected thereby and that the Trust
Fund would fail to continue to qualify as a REMIC under
the Code as a result thereof. Any fee collected by the
Master Servicer or the related Subservicer for
processing such a request will be retained by the
Master Servicer or such Subservicer as additional
servicing compensation.
(d) Subject to any other applicable terms and
conditions of this Agreement, the Trustee and Master
Servicer shall be entitled to approve an assignment in
lieu of satisfaction with respect to any Mortgage Loan,
provided the obligee with respect to such Mortgage Loan
following such proposed assignment provides the Trustee
and Master Servicer with a "Lender Certification for
Assignment of Mortgage Loan" in the form attached
hereto as Exhibit O, in form and substance satisfactory
to the Trustee and Master Servicer, providing the
following: (i) that the Mortgage Loan is secured by
Mortgaged Property located in a jurisdiction in which
an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage
recording taxes or otherwise comply with, or facilitate
a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is
intended to be, a refinancing of such Mortgage Loan and
that the form of the transaction is solely to comply
with, or facilitate the transaction under, such local
laws; (iii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at
least 0.25 percent below or above the rate of interest
on such Mortgage Loan prior to such proposed
assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage
Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal
to the unpaid principal balance of and accrued interest
on such Mortgage Loan and the Master Servicer shall
treat such amount as a Principal Prepayment in Full
with respect to such Mortgage Loan for all purposes
hereof.
Section 3.14. Realization Upon Defaulted
Mortgage Loans.
(a) The Master Servicer shall foreclose upon or
otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements
can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such
foreclosure or other conversion, the Master Servicer
shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or
advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required
or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect
hereunder if the Master Servicer is acting in
connection with any such foreclosure or other
conversion in a manner that is consistent with the
provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds
in connection with any foreclosure, or attempted
foreclosure which is not completed, or towards the
restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage
Loan to Holders of Certificates of one or more Classes
after reimbursement to itself for such expenses and
(ii) that such expenses will be recoverable to it
through Liquidation Proceeds, Insurance Proceeds, or
REO Proceeds (respecting which it shall have priority
for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10, whether or not such expenses
are actually recoverable from related Liquidation
Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer
pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10. Concurrently with
the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a
breach of a representation and warranty with respect to
any such Mortgage Loan in accordance with Sections 2.03
and 2.04. However, the Master Servicer is not required
to continue to pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a
representation and warranty if the Master Servicer
determines in its reasonable discretion that one such
remedy is more likely to result in a greater recovery
as to the Mortgage Loan. Upon the occurrence of a Cash
Liquidation or REO Disposition, following the deposit
in the Custodial Account of all Insurance Proceeds,
Liquidation Proceeds and other payments and recoveries
referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed
by a Servicing Officer, the Trustee or any Custodian,
as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer
or assignment prepared by the Master Servicer, in each
case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may
be, the related Mortgage Loan, and thereafter such
Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of
this Agreement, in the Master Servicer's sole
discretion with respect to any defaulted Mortgage Loan
or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all
amounts expected by the Master Servicer to be received
in connection with the related defaulted Mortgage Loan
or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or any other
unscheduled collections or the amount of any Realized
Loss, the Master Servicer may take into account minimal
amounts of additional receipts expected to be received
or any estimated additional liquidation expenses
expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged
Property is acquired by the Trust Fund as an REO
Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be
issued to the Trustee or to its nominee on behalf of
Certificateholders and the Owner of the Excess Spread.
Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO
Property shall be sold. Consistent with the foregoing
for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such
Mortgage Note and the related amortization schedule in
effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or
similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any
REO Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan,
the Master Servicer shall dispose of such REO Property
within two years after its acquisition by the Trust
Fund for purposes of Section 860G(a)(8) of the Code or,
at the expense of the Trust Fund, request, more than 60
days before the day on which the two-year grace period
would otherwise expire, an extension of the two-year
grace period unless the Master Servicer obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee
and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to
such two-year period will not result in the imposition
of taxes on "prohibited transactions" as defined in
Section 860F of the Code or cause the Trust Fund to
fail to qualify as a REMIC at any time that any
Certificates are outstanding, in which case the Trust
Fund may continue to hold such REO Property (subject to
any conditions contained in such Opinion of Counsel).
The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in
Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be
rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section
860G(a)(8) of the Code or (ii) subject the Trust Fund
to the imposition of any federal income taxes on the
income earned from such REO Property, including any
taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and
hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage
Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO
Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or
the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders and the
Owner of the Excess Spread to the extent of accrued and
unpaid interest on the Mortgage Loan, and any related
REO Imputed Interest, at the Net Mortgage Rate and the
Spread Rate, respectively, to the Due Date prior to the
Distribution Date on which such amounts are to be
distributed; third, to the Certificateholders as a
recovery of principal on the Mortgage Loan (or REO
Property); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for
any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of
any Mortgage Loan, or upon the receipt by the Master
Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the
Master Servicer will immediately notify the Trustee (if
it holds the related Mortgage File) or the Custodian by
a certification of a Servicing Officer (which
certification shall include a statement to the effect
that all amounts received or to be received in
connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section
3.07 have been or will be so deposited), substantially
in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon
receipt of such certification and request, the Trustee
shall promptly release, or cause the Custodian to
release, the related Mortgage File to the Master
Servicer. The Master Servicer is authorized to execute
and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing
the lien of the Mortgage, together with the Mortgage
Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred in
connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the
Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing
Officer substantially in one of the forms attached as
Exhibit H hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to
the reason for such release and that such release will
not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required
Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to
deliver, the Mortgage File or any document therein to
the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released
to be returned to the Trustee, or the Custodian as
agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage
File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public
trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or
other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the
Master Servicer has delivered directly or through a
Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery.
In the event of the liquidation of a Mortgage Loan, the
Trustee shall deliver the Request for Release with
respect thereto to the Master Servicer upon deposit of
the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the
Trustee's behalf shall execute and deliver to the
Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action
brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the
Master Servicer shall deliver to the Trustee a
certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings
are required and that the execution and delivery
thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy
or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien
upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other
Compensation; Compensating
Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on
each Distribution Date the amounts provided for by
clauses (iii), (iv), (v) and (vi) of Section 3.10(a),
subject to clause (e) below. The amount of servicing
compensation provided for in such clauses shall be
accounted for on a Mortgage Loan-by-Mortgage Loan
basis. In the event that Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of a Cash Liquidation or REO Disposition
exceed the unpaid principal balance of such Mortgage
Loan plus unpaid interest accrued thereon (including
REO Imputed Interest) at the related Net Mortgage Rate,
the Master Servicer shall be entitled to retain
therefrom and to pay to itself and/or the related
Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form
of prepayment charges, assumption fees, late payment
charges, investment income on amounts in the Custodial
Account or the Certificate Account or otherwise shall
be retained by the Master Servicer or the Subservicer
to the extent provided herein, subject to clause (e)
below.
(c) The Master Servicer shall be required to pay,
or cause to be paid, all expenses incurred by it in
connection with its servicing activities hereunder
(including payment of premiums for the Primary
Insurance Policies, if any, to the extent such premiums
are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any
Custodian) and shall not be entitled to reimbursement
therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive
servicing compensation may not be transferred in whole
or in part except in connection with the transfer of
all of its responsibilities and obligations of the
Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein,
the amount of servicing compensation that the Master
Servicer shall be entitled to receive for its
activities hereunder for the period ending on each
Distribution Date shall be reduced (but not below zero)
by an amount equal to Compensating Interest (if any)
for such Distribution Date. Such reduction shall be
applied during such period as follows: first, to any
Servicing Fee or Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain realized from any
investment of funds held in the Custodial Account or
the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b),
respectively; and third, to any amounts of servicing
compensation to which the Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such
reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing
all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii); (ii) will
not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee
and the Company.
Not later than fifteen days after each
Distribution Date, the Master Servicer shall forward to
the Trustee and the Company a statement, certified by a
Servicing Officer, setting forth the status of the
Custodial Account as of the close of business on such
Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement,
the aggregate of deposits in or withdrawals from the
Custodial Account in respect of the Mortgage Loans for
each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to
Compliance.
The Master Servicer will deliver to the
Company and the Trustee on or before March 31 of each
year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that
(i) a review of the activities of the Master Servicer
during the preceding calendar year related to its
servicing of mortgage loans and its performance under
pooling and servicing agreements, including this
Agreement, has been made under such officers'
supervision, (ii) to the best of such officers'
knowledge, based on such review, the Master Servicer
has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has
fulfilled all of its material obligations in all
material respects throughout such year, or, if there
has been material noncompliance with such servicing
standards or a default in the fulfillment in all
material respects of any such obligation relating to
this Agreement, such statement shall include a
description of such noncompliance or specify each such
default, as the case may be, known to such officer and
the nature and status thereof and (iii) to the best of
such officers' knowledge, each Subservicer has complied
in all material respects with the minimum servicing
standards set forth in the Uniform Single Attestation
Program for Mortgage Bankers and has fulfilled all of
its material obligations under its Subservicing
Agreement in all material respects throughout such
year, or, if there has been material noncompliance with
such servicing standards or a material default in the
fulfillment of such obligations relating to this
Agreement, such statement shall include a description
of such noncompliance or specify each such default, as
the case may be, known to such officer and the nature
and status thereof.
Section 3.19. Annual Independent Public
Accountants' Servicing Report.
On or before March 31 of each year, beginning
with the first March 31 that occurs at least six months
after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public
accountants to furnish a report to the Company and the
Trustee stating its opinion that, on the basis of an
examination conducted by such firm substantially in
accordance with standards established by the American
Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding
compliance with the minimum servicing standards set
forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are
fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the
opinion of such firm, such accounting standards require
it to report. In rendering such statement, such firm
may rely, as to matters relating to the direct
servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted by
independent public accountants substantially in
accordance with standards established by the American
Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such
Subservicers.
Section 3.20. Rights of the Company in
Respect of the Master
Servicer.
The Master Servicer shall afford the Company,
upon reasonable notice, during normal business hours
access to all records maintained by the Master Servicer
in respect of its rights and obligations hereunder and
access to officers of the Master Servicer responsible
for such obligations. Upon request, the Master
Servicer shall furnish the Company with its most recent
financial statements and such other information as the
Master Servicer possesses regarding its business,
affairs, property and condition, financial or
otherwise. The Master Servicer shall also cooperate
with all reasonable requests for information including,
but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the
Certificates from any Person or Persons identified by
the Company or Residential Funding. The Company may,
but is not obligated to, enforce the obligations of the
Master Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder
or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not
be relieved of any of its obligations hereunder by
virtue of such performance by the Company or its
designee. The Company shall not have any
responsibility or liability for any action or failure
to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under
this Agreement or otherwise.
Section 3.21. Administration of Buydown
Funds.
(a) With respect to any Buydown Mortgage Loan,
the Subservicer has deposited Buydown Funds in an
account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The
Master Servicer shall cause the Subservicing Agreement
to require that upon receipt from the Mortgagor of the
amount due on a Due Date for each Buydown Mortgage
Loan, the Subservicer will withdraw from the Buydown
Account the predetermined amount that, when added to
the amount due on such date from the Mortgagor, equals
the full Monthly Payment and transmit that amount in
accordance with the terms of the Subservicing Agreement
to the Master Servicer together with the related
payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan
prepays such loan in its entirety during the period
(the "Buydown Period") when Buydown Funds are required
to be applied to such Buydown Mortgage Loan, the
Subservicer shall be required to withdraw from the
Buydown Account and remit any Buydown Funds remaining
in the Buydown Account in accordance with the related
buydown agreement. The amount of Buydown Funds which
may be remitted in accordance with the related buydown
agreement may reduce the amount required to be paid by
the Mortgagor to fully prepay the related Mortgage
Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults on such Mortgage Loan during the Buydown
Period and the property securing such Buydown Mortgage
Loan is sold in the liquidation thereof (either by the
Master Servicer or the insurer under any related
Primary Insurance Policy), the Subservicer shall be
required to withdraw from the Buydown Account the
Buydown Funds for such Buydown Mortgage Loan still held
in the Buydown Account and remit the same to the Master
Servicer in accordance with the terms of the
Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay
to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred
in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to
reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND OWNER OF THE EXCESS
SPREAD
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee
shall establish and maintain a Certificate Account in
which the Master Servicer shall cause to be deposited
on behalf of the Trustee on or before 2:00 P.M. New
York time on each Certificate Account Deposit Date by
wire transfer of immediately available funds an amount
equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required
to be deposited in the Certificate Account pursuant to
Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount
required to be paid pursuant to Section 9.01 and (v)
all other amounts constituting the Available
Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from
the Master Servicer, invest or cause the institution
maintaining the Certificate Account to invest the funds
in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit
of the Certificateholders and the Owner of the Excess
Spread, which shall mature not later than the Business
Day next preceding the Distribution Date next following
the date of such investment (except that (i) any
investment in the institution with which the
Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may
mature on such Distribution Date if the Trustee shall
advance funds on such Distribution Date to the
Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt
thereof to the extent necessary to make distributions
on the Certificates) and shall not be sold or disposed
of prior to maturity. Subject to Section 3.16(e), all
income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be
subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any
such investments shall be deposited in the Certificate
Account by the Master Servicer out of its own funds
immediately as realized without any right of
reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date the Master Servicer
on behalf of the Trustee or the Paying Agent appointed
by the Trustee, shall distribute to the Owner of the
Excess Spread, a distribution thereof pursuant to
Section 4.02(a)(i), to the Master Servicer, in the case
of a distribution pursuant to Section 4.02(a)(iii), the
amount required to be distributed to the Master
Servicer or a Subservicer pursuant to Section
4.02(a)(iii), and to each Certificateholder of record
on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having
appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer
or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address
of such Holder appearing in the Certificate Register
such Certificateholder's share (based on the aggregate
of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder) of the
following amounts, in the following order of priority
(subject to the provisions of Sections 4.02(b) and
4.02(c)), in each case to the extent of the Available
Distribution Amount:
(i) first, to the Class A
Certificateholders, the Owner of the Excess Spread
and Class R Certificateholders on a pro rata basis
based on Accrued Certificate Interest payable
thereon and the amount of such Excess Spread with
respect to such Distribution Date, Accrued
Certificate Interest on such Classes of
Certificates and such Excess Spread, as
applicable, for such Distribution Date, plus any
Accrued Certificate Interest or Excess Spread
thereon remaining unpaid from any previous
Distribution Date except as provided in the last
paragraph of this Section 4.02(a); and
(ii) to the Class A Certificateholders and
Class R Certificateholders, in the priorities and
amounts set forth in Sections 4.02(b)(ii)-(iv),
4.02(c) and 4.02(d), the sum of the following
(applied to reduce the Certificate Principal
Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the
following:
(1) the principal portion of each
Monthly Payment due during the related
Due Period on each Outstanding Mortgage
Loan, whether or not received on or
prior to the related Determination
Date, minus the principal portion of
any Debt Service Reduction which
together with other Bankruptcy Losses
exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance
of any Mortgage Loan repurchased during
the related Prepayment Period (or
deemed to have been so repurchased in
accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall
deposited in the Custodial Account in
connection with the substitution of a
Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related
Prepayment Period; 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)(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;
(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 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;
(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;
(D) any Excess Subordinate Principal
Amount for such Distribution Date;
(E) the Class A-5 Certificates' pro
rata share, based on the Certificate
Principal Balance thereof relative to the
aggregate Certificate Principal Balance of
the Class A-5 Certificates, Class M
Certificates and Class B Certificates of the
unscheduled collections and Principal
Prepayments referred to in clauses (B) and
(C) above, to the extent such receipts are
not payable to the other classes of Senior
Certificates;
(F) any amounts described in subsection
(ii), 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,
applied in reduction of the Certificate Principal
Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(vii) to the Holders of the Class M-2
Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance
of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(ix) to the Holders of the Class M-3
Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date,
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 the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date, 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,
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 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;
(xv) to the Holders of the Class B-3
Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date, applied
in reduction of the Certificate Principal Balance
of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders
and Class R Certificateholders in the priority set
forth in Section 4.02(b), the portion, if any, of
the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the
Certificate Principal Balances of such Class A and
Class R Certificates, but in no event more than
the aggregate of the outstanding Certificate
Principal Balances of each such Class of Class A
and Class R Certificates, and thereafter, to each
Class of Class M Certificates then outstanding
beginning with such Class with the lowest
numerical designation, any portion of the
Available Distribution Amount remaining after the
Class A Certificates and Class R Certificates have
been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class M
Certificates, but in no event more than the
outstanding Certificate Principal Balance of each
such Class of Class M Certificates; and thereafter
to each such Class of Class B Certificates then
outstanding beginning with such Class with the
lowest numerical designation, any portion of the
Available Distribution Amount remaining after the
Class M Certificates have been retired, applied to
reduce the Certificate Principal Balance of each
such Class of Class B Certificates, but in no
event more than the outstanding Certificate
Principal Balance of each such Class of Class B
Certificates; and
(xvii) to the Class R Certificateholders,
the balance, if any, of the Available Distribution
Amount.
Notwithstanding the foregoing, on any Distribution
Date, with respect to the Class of Class B Certificates
outstanding on such Distribution Date with the highest
numerical designation, or in the event the Class B
Certificates are no longer outstanding, the Class of
Class M Certificates then outstanding with the highest
numerical designation, or in the event the Class B
Certificates and Class M Certificates are no longer
outstanding, the Class A and Class R Certificates,
Accrued Certificate Interest thereon remaining unpaid
and Excess Spread remaining unpaid from any previous
Distribution Date will be distributable only to the
extent that such unpaid Accrued Certificate Interest or
Excess Spread was attributable to interest shortfalls
relating to Nonrecoverable Advances as determined by
the Master Servicer with respect to the related
Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A
Certificates and Class R Certificates on each
Distribution Date occurring prior to the occurrence of
the Credit Support Depletion Date will be made as
follows:
(i) an amount equal to the sum of (1) the
Class A-5 Certificates' pro rata portion, based on
the Certificate Principal Balance thereof relative
to the aggregate Certificate Principal Balance of
the Senior Certificates of the aggregate of the
amounts described in clauses (A), (D) and (F) of
Section 4.02(a)(ii) and (2) the amount described
in clause (E) of Section 4.02(a)(ii) shall be
distributed to the Class A-5 Certificates,
provided that if the Senior Principal Distribution
Amount set forth in clauses (A), (B), (C), (D),
(E) and (F) of Section 4.02(a)(ii) is more than
the balance of the Available Distribution Amount
remaining after the Accrued Certificate Interest
and the Excess Spread have been distributed, the
amount paid to the Class A-5 Certificates pursuant
to this clause (ii) shall be reduced by an amount
equal to the Class A-5 Certificates' pro rata
share of such difference.
(ii) the balance of the Senior Principal
Distribution Amount remaining after the
distribution described in clause 4.02(b)(ii) above
shall be distributed to the Class R Certificates,
in reduction of the Certificate Principal Balances
of such Certificates, until the Certificate
Principal Balance thereof is reduced to zero;
(iii) the balance, if any, of the Senior
Principal Distribution Amount remaining after the
distributions described in clauses 4.02(b)(ii) and
(iii) above shall be distributed as follows:
(A) first, 11.1921516450%,
18.6535856654%,
19.7336225515%, 27.9518375219% and
22.4688026163% of such amount concurrently to
the Class A-1, Class A-2, Class A-6, Class A-
8 and Class A-9 Certificates, respectively,
until the Certificate Principal Balance of
the Class A-9 Certificates has been reduced
to zero;
(B) second, 9.4046911281,
24.4958612567%,
16.5598738059%, 10.5855904096% and
38.9539833997% of the balance, if any,
remaining after the distributions described
in clause (iv)(A) above concurrently to the
Class A-1, Class A-2, Class A-6, Class A-7
and Class A-8 Certificates, respectively,
until the Certificate Principal Balance of
the Class A-1, Class A-2 Certificates, Class
A-6 Certificates, Class A-7 Certificates and
Class A-8 Certificates have been reduced to
zero;
(C) third, the balance, if any,
remaining after the distributions described
in clauses (iv)(A) and (B) above to the Class
A-3 Certificates until the Certificate
Principal Balance thereof has been reduced to
zero; and
(D) fourth, the balance, if any,
remaining after the distributions described
in clauses (iv)(A), (B) and (C) above to the
Class A-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to
zero;
(c) On or after the occurrence of the Credit
Support Depletion Date but prior to the reduction of
the Certificate Principal Balance of the Class A-5
Certificates to zero, all priorities relating to
distributions as described above in respect of
principal among the various classes of Senior
Certificates will be disregarded and the Senior
Principal Distribution Amount will be distributed among
all classes of Senior Certificates pro rata in
accordance with their respective outstanding
Certificate Principal Balances and the Senior Interest
Distribution Amount will be distributed as set forth in
Section 4.02(a)(i) above; provided that the aggregate
amount distributable to the Super Senior Certificates
and the Class A-5 Certificates in respect of the
aggregate Accrued Certificate Interest thereon and in
respect of their collective pro rata portion of the
Senior Principal Distribution Amount will be
distributed among such Certificates in the following
priority: first, to the Super Senior Certificates, on a
pro rata basis in accordance with their respective
amounts of Accrued Certificate Interest, up to an
amount equal to the Accrued Certificate Interest
thereon; second, to the Super Senior Certificates, on a
pro rata basis in proportion to the respective
Certificate Principal Balances thereof, the Super
Senior Optimal Principal Distribution Amount thereof,
in reduction of the Certificate Principal Balances
thereof until such Certificate Principal Balances have
been reduced to zero; third, to the Class A-5
Certificates, up to an amount equal to the Accrued
Certificate Interest thereon; and fourth, to the Class
A-5 Certificates, the remainder of the amount so
distributable among the Super Senior Certificates and
Class A-5 Certificates, until the Certificate Principal
Balance thereof is reduced to zero.
(d) On or after the occurrence of the Credit
Support Depletion Date and upon reduction of the
Certificate Principal Balance of the Class A-5
Certificates to zero, all priorities relating to
distributions as described above in respect of
principal among the various classes of Senior
Certificates will be disregarded and the Senior
Principal Distribution Amount will be distributed among
all classes of Senior Certificates pro rata in
accordance with their respective outstanding
Certificate Principal Balances.
(e) In addition to the foregoing distributions,
with respect to any Mortgage Loan that was previously
the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that
within two years of the date on which such Realized
Loss was determined to have occurred the Master
Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries
(net of any related liquidation expenses), or
determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically
related to such Mortgage Loan (including, but not
limited to, recoveries in respect of the
representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement),
the Master Servicer shall distribute such amounts to
the applicable Certificateholders of the Class or
Classes to which such Realized Loss was allocated or to
the Owner of the Excess Spread, if applicable, (with
the amounts to be distributed allocated among such
Classes and the Excess Spread in the same proportions
as such Realized Loss was allocated), subject to the
following: No such distribution shall be in an amount
that would result in total distributions in respect of
Excess Spread or on the Certificates of any such Class
in excess of the total amounts of principal and
interest that would have been distributable thereon if
such Cash Liquidation or REO Disposition had occurred
but had resulted in a Realized Loss equal to zero.
Notwithstanding the foregoing, no such distribution
shall be made with respect to the Excess Spread or the
Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized
Loss pursuant to any instrument or fund established
under Section 11.01(e) or (ii) such Excess Spread or
Class of Certificates has been deposited into a
separate trust fund or other structuring vehicle and
separate certificates or other instruments representing
interests therein have been issued in one or more
classes, and any of such separate certificates or other
instruments was protected against the related Realized
Loss pursuant to any limited guaranty, payment
obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve
fund, or a combination thereof. Any amount to be so
distributed with respect to the Certificates of any
Class shall be distributed by the Master Servicer to
the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution, on
a pro rata basis based on the Percentage Interest
represented by each Certificate of such Class as of
such Record Date. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust
Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of
the Trust Fund.
(f) Each distribution with respect to a Book-
Entry Certificate shall be paid to the Depository, as
Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the
accounts of its Depository Participants in accordance
with its normal procedures. Each Depository
Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it
represents and to each indirect participating brokerage
firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm
shall be responsible for disbursing funds to the
Certificate Owners that it represents. None of the
Trustee, the Certificate Registrar, the Company or the
Master Servicer shall have any responsibility therefor
except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01,
if the Master Servicer anticipates that a final
distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in
the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two
(2) Business Days after such Determination Date, mail
on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the
Trustee anticipates that the final distribution with
respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and
surrender of such Certificates at the office of the
Trustee or as otherwise specified therein, and (ii) no
interest shall accrue on such Certificates from and
after the end of the prior calendar month. In the
event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not
surrender their Certificates for final cancellation,
the Trustee shall cause funds distributable with
respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow
account for the benefit of such Certificateholders as
provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders
and the Owner of the Excess Spread.
(a) Concurrently with each distribution charged
to the Certificate Account and with respect to each
Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to
each Holder, the Owner of the Excess Spread and the
Company a statement setting forth the following
information as to the Excess Spread and each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to
the Certificateholders of such Class applied to
reduce the Certificate Principal Balance thereof,
and (b) the aggregate amount included therein
representing Principal Prepayments;
(ii) the amount of such distribution to
Holders of such Class of Certificates allocable to
interest and to the Owner of the Excess Spread;
(iii) if the distribution to the Holders
of such Class of Certificates or such Owner is
less than the full amount that would be
distributable to such Holders or Owner if there
were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master
Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal
Balance of the Mortgage Loans after giving effect
to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal
Balance of each Class of Certificates, and each of
the Senior, Class M and Class B Percentages, after
giving effect to the amounts distributed on such
Distribution Date, separately identifying any
reduction thereof due to Realized Losses other
than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal
Distribution Amount and Prepayment Distribution
Percentage, if applicable;
(viii) on the basis of the most recent
reports furnished to it by Subservicers, the
number and aggregate principal balances of
Mortgage Loans that are delinquent (A) one month,
(B) two months and (C) three months and the number
and aggregate principal balance of Mortgage Loans
that are in foreclosure;
(ix) the number, aggregate principal balance
and book value of any REO Properties;
(x) the aggregate Accrued Certificate
Interest remaining unpaid, if any, for each Class
of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss
Amount and Bankruptcy Amount as of the close of
business on such Distribution Date and a
description of any change in the calculation of
such amounts;
(xii) the weighted average Spread Rate
for such Distribution Date;
(xiii) the occurrence of the Credit
Support Depletion Date;
(xiv) the Adjusted Senior Accelerated
Distribution Percentage applicable to such
distribution;
(xv) the Senior Percentage for such
Distribution Date;
(xvi) the aggregate amount of Realized
Losses for such Distribution Date;
(xvii) the aggregate amount of any
recoveries on previously foreclosed loans from
Sellers due to a breach of representation or
warranty;
(xviii) the weighted average remaining term
to maturity of the Mortgage Loans after giving
effect to the amounts distributed on such
Distribution Date; and
(xix) the weighted average Mortgage Rates
of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date.
In the case of information furnished pursuant to
clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement
provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any
manager of a trust fund consisting of some or all of
the Certificates, upon reasonable request, such
additional information as is reasonably obtainable by
the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after the
end of each calendar year, the Master Servicer shall
prepare, or cause to be prepared, and shall forward, or
cause to be forwarded, to each Person who at any time
during the calendar year was the Owner of the Excess
Spread or the Holder of a Certificate, other than a
Class R Certificate, a statement containing the
information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year
or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master
Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall
be provided by the Master Servicer pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the
end of each calendar year, the Master Servicer shall
prepare, or cause to be prepared, and shall forward, or
cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Class R
Certificate, a statement containing the applicable
distribution information provided pursuant to this
Section 4.03 aggregated for such calendar year or
applicable portion thereof during which such Person was
the Holder of a Class R Certificate. Such obligation
of the Master Servicer shall be deemed to have been
satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any
Certificateholder, the Master Servicer, as soon as
reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary
and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the
Trustee and the Company;
Advances by the Master
Servicer.
(a) Prior to the close of business on the
Business Day next succeeding each Determination Date,
the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the
information in such statement to be made available to
Certificateholders and the Owner of the Excess Spread
by the Master Servicer on request) setting forth (i)
the Available Distribution Amount and (ii) the amounts
required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date
pursuant to clause (iii) of Section 4.01(a). The
determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be protected in relying
upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each
Certificate Account Deposit Date, the Master Servicer
shall either (i) deposit in the Certificate Account
from its own funds, or funds received therefor from the
Subservicers, an amount equal to the Advances to be
made by the Master Servicer in respect of the related
Distribution Date, which shall be in an aggregate
amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted
to the Net Mortgage Rate, less the amount of any
related Debt Service Reductions or reductions in the
amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended, or similar legislation or
regulations then in effect, on the Outstanding Mortgage
Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as
of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future
Distribution in discharge of any such Advance, or (iii)
make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any
portion of the Amount Held for Future Distribution so
used shall be replaced by the Master Servicer by
deposit in the Certificate Account on or before 11:00
A.M. New York time on any future Certificate Account
Deposit Date to the extent that funds attributable to
the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than
payments to Certificateholders and Excess Spread
required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any
Advance made by a Subservicer as described in Section
3.07(b) that has been deposited in the Custodial
Account on or before such Distribution Date as part of
the Advance made by the Master Servicer pursuant to
this Section 4.04. The amount of any reimbursement
pursuant to Section 4.02(a)(iii) in respect of
outstanding Advances on any Distribution Date shall be
allocated to specific Monthly Payments due but
delinquent for previous Due Periods, which allocation
shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest
period of time. Such allocations shall be conclusive
for purposes of reimbursement to the Master Servicer
from recoveries on related Mortgage Loans pursuant to
Section 3.10.
The determination by the Master Servicer that it
has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a
Servicing Officer delivered to the Seller and the
Trustee.
In the event that the Master Servicer determines
as of the Business Day preceding any Certificate
Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the
Advance required to be made for the immediately
succeeding Distribution Date, it shall give notice to
the Trustee of its inability to advance (such notice
may be given by telecopy), not later than 3:00 P.M.,
New York time, on such Business Day, specifying the
portion of such amount that it will be unable to
deposit. Not later than 3:00 P.M., New York time, on
the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the
Trustee shall have been notified in writing (by
telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such
portion of the amount of the Advance as to which the
Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a)
terminate all of the rights and obligations of the
Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations
of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately
succeeding Distribution Date.
The Trustee shall deposit all funds it receives
pursuant to this Section 4.04 into the Certificate
Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master
Servicer shall determine the total amount of Realized
Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the
related Prepayment Period. The amount of each Realized
Loss shall be evidenced by an Officers' Certificate.
All Realized Losses, other than Excess Special Hazard
Losses, Extraordinary Losses, Excess Bankruptcy Losses
or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the
Certificate Principal Balance thereof has been reduced
to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been
reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3
Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class
M-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and,
thereafter, the remainder of such Realized Losses among
all the Class A 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. Notwithstanding the foregoing,
following the Credit Support Depletion Date, Default
Losses otherwise allocable to the Super Senior
Certificates will be allocated first to the Class A-5
Certificates until the Certificate Principal Balance
thereof is reduced to zero, and then to the Super
Senior Certificates. Any Excess Special Hazard Losses,
Excess Bankruptcy Losses, Excess Fraud Losses,
Extraordinary Losses will be allocated among the Class
A, 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 to each such Class of
Certificates and the Excess Spread based on the Accrued
Certificate Interest thereon or amount of Excess Spread
payable on such Distribution Date (without regard to
any Compensating Interest for such Distribution Date)
in the case of an interest portion of a Realized Loss.
Except as provided in the following sentence, any
allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to a Class of
Certificates shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on
such Distribution Date. Any allocation of the principal
portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the
Certificate Principal Balances of the Class B
Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest
numerical designation shall be made by operation of the
definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.02(a).
Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of
"Accrued Certificate Interest" and by operation of the
provisions of Section 4.02(a). Allocations of the
principal portion of Debt Service Reductions shall be
made by operation of the provisions of Section 4.02(a).
All Realized Losses and all other losses allocated to a
Class of Certificates hereunder will be allocated among
the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and
Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall
file information returns with respect to the receipt of
mortgage interests received in a trade or business, the
reports of foreclosures and abandonments of any
Mortgaged Property and the information returns relating
to cancellation of indebtedness income with respect to
any Mortgaged Property required by Sections 6050H,
6050J and 6050P, respectively, of the Code, and deliver
to the Trustee an Officers' Certificate on or before
March 31 of each year stating that such reports have
been filed. Such reports shall be in form and
substance sufficient to meet the reporting requirements
imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent
in payment by 90 days or more, the Master Servicer may,
at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time
the Master Servicer makes a payment to the Certificate
Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Master Servicer provides
to the Trustee a certification signed by a Servicing
Officer stating that the amount of such payment has
been deposited in the Certificate Account, then the
Trustee shall execute the assignment of such Mortgage
Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to
all the Trustee's right, title and interest in and to
such Mortgage Loan, and all security and documents
relative thereto. Such assignment shall be an
assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such
security and documents, free of any further obligation
to the Trustee or the Certificateholders or the Owner
of the Excess Spread with respect thereto.
Notwithstanding anything to the contrary in this
Section 4.07, the Master Servicer shall continue to
service any such Mortgage Loan after the date of such
purchase in accordance with the terms of this Agreement
and, if any Realized Loss with respect to such Mortgage
Loan occurs, allocate such Realized Loss in accordance
with the terms hereof as if such Mortgage Loan had not
been so purchased. For purposes of this Agreement, a
payment of the Purchase Price by the Master Servicer
pursuant to this Section 4.07 will be viewed as an
advance and any Realized Loss shall be recoverable
pursuant to the provisions for the recovery of advances
as set forth herein.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R
Certificates, respectively, shall be substantially in
the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by
the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the
Company upon receipt by the Trustee or one or more
Custodians of the documents specified in Section 2.01.
The Certificates, other than the Class R Certificates,
shall be issuable in minimum dollar denominations of
$25,000 (or $250,000 in the case of the Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3
Certificates) and integral multiples of $1 (or $1,000
in the case of Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3 Certificates) in excess
thereof, except that one Certificate of each of the
Class M-2, Class M-3, Class B-1 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 M-2 $333,000.00
Class M-3 $305,400.00
Class B-1 $494,400.00
Class B-2 $388,900.00
Class B-3 $422,085.30
The Class R Certificates shall be issuable in
minimum denominations of not less than a 20% Percentage
Interest; provided, however, that one Class R
Certificate will be issuable to Residential Funding as
"tax matters person" pursuant to Section 10.01(c) and
(e) in a minimum denomination representing a Percentage
Interest of not less than 0.01%.
The Certificates shall be executed by manual or
facsimile signature on behalf of an authorized officer
of the Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were at any
time the proper officers of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the
authentication and delivery of such Certificate or did
not hold such offices at the date of such Certificates.
No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless
there appears on such Certificate a certificate of
authentication substantially in the form provided for
herein executed by the Certificate Registrar by manual
signature, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence,
that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated
the date of their authentication.
(b) The Class A Certificates, shall initially be
issued as one or more Certificates registered in the
name of the Depository or its nominee and, except as
provided below, registration of such Certificates may
not be transferred by the Trustee except to another
Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold
their respective Ownership Interests in and to each of
the Class A Certificates through the book-entry
facilities of the Depository and, except as provided
below, shall not be entitled to Definitive Certificates
in respect of such Ownership Interests. All transfers
by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made
in accordance with the procedures established by the
Depository Participant or brokerage firm representing
such Certificate Owner. Each Depository Participant
shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Company
may for all purposes (including the making of payments
due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the
authorized representative of the Certificate Owners
with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights
of Certificateholders hereunder. The rights of
Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to
those established by law and agreements between such
Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners.
Multiple requests and directions from, and votes of,
the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee
may establish a reasonable record date in connection
with solicitations of consents from or voting by
Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in
writing that the Depository is no longer willing or
able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option
advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository,
the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such
event and of the availability of Definitive
Certificates to Certificate Owners requesting the same.
Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by
registration instructions from the Depository for
registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the
Master Servicer nor the Trustee shall be liable for any
actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of
such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all
references herein to obligations imposed upon or to be
performed by the Company in connection with the
issuance of the Definitive Certificates pursuant to
this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the
Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders
hereunder.
Section 5.02. Registration of Transfer
and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of
the offices or agencies to be appointed by the Trustee
in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed
Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate
Registrar, or the Trustee, shall provide the Master
Servicer with a certified list of Certificateholders as
of each Record Date prior to the related Determination
Date.
(b) Upon surrender for registration of transfer
of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class
R Certificate, upon satisfaction of the conditions set
forth below, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver,
in the name of the designated transferee or
transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders,
Certificates may be exchanged for other Certificates of
authorized denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever
any Certificates are so surrendered for exchange the
Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such
Class which the Certificateholder making the exchange
is entitled to receive. Every Certificate presented or
surrendered for transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar)
be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by,
the Holder thereof or his attorney duly authorized in
writing.
(d) No transfer, sale, pledge or other
disposition of a Class B Certificate shall be made
unless such transfer, sale, pledge or other disposition
is exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable
state securities laws or is made in accordance with
said Act and laws. In the event that a transfer of a
Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel
acceptable to and in form and substance satisfactory to
the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer and
(B) the Trustee shall require the transferee to execute
a representation letter, substantially in the form of
Exhibit J hereto, and the Trustee shall require the
transferor to execute a representation letter,
substantially in the form of Exhibit K hereto, each
acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company
and the Trustee the facts surrounding such transfer,
which representation letters shall not be an expense of
the Trustee, the Company or the Master Servicer or (ii)
the prospective transferee of such a Certificate shall
be required to provide the Trustee, the Company and the
Master Servicer with an investment letter substantially
in the form of Exhibit L attached hereto (or such other
form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an
expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that,
among other things, such transferee (A) is a "qualified
institutional buyer" as defined under Rule 144A, acting
for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and
(B) is aware that the proposed transferor intends to
rely on the exemption from registration requirements
under the Securities Act of 1933, as amended, provided
by Rule 144A. The Holder of any such Certificate
desiring to effect any such transfer, sale, pledge or
other disposition shall, and does hereby agree to,
indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar against any liability
that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in
accordance with such federal and state laws.
(e) In the case of any Senior Support, Class M or
Class B Certificate presented for registration in the
name of an employee benefit plan or other plan subject
to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), an
investment manager, a named fiduciary or a trustee of
any such plan or any other Person who is using "plan
assets" of any such plan to effect such acquisition,
unless otherwise directed by the Company, the Trustee
shall require an Opinion of Counsel acceptable to and
in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the
purchase or holding of a Senior Support, Class M or
Class B Certificate is permissible under applicable
law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the
Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the
Trustee, the Company or the Master Servicer. The
Trustee may (unless otherwise directed by the Company)
require that any prospective transferee of a Senior
Support, Class M or Class B Certificate provide either
a certification to the effect set forth in paragraph
six of Exhibit J, which the Trustee may rely upon
without further inquiry or investigation, or such other
certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or
the Person in whose name such registration is requested
is not an employee benefit plan or other plan subject
to the prohibited transaction provisions of ERISA or
Section 4975 of the Code, an investment manager, a
named fiduciary or a trustee of any such plan, or any
other Person who is using "plan assets" of any such
plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any
Ownership Interest in a Class R Certificate shall be
deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized
the Trustee or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person
and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of
transfer and to do all other things necessary in
connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall
be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed
Transfer of any Ownership Interest in a Class R
Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any
Class R Certificate until its receipt of, (I) an
affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit
I-1) from the proposed Transferee, in form and
substance satisfactory to the Master Servicer,
representing and warranting, among other things,
that it is a Permitted Transferee, that it is not
acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for
so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to
be bound by them, and (II) a certificate, in the
form attached hereto as Exhibit I-2, from the
Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to
the Master Servicer, representing and warranting,
among other things, that no purpose of the
proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed
Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned
to this Agreement has actual knowledge that the
proposed Transferee is not a Permitted Transferee,
no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall
agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such
Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer
its Ownership Interest unless it provides a
certificate to the Trustee in the form attached
hereto as Exhibit I-2.
(E) Each Person holding or acquiring an
Ownership Interest in a Class R Certificate, by
purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written
notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury
Regulation 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 Sections 1.860E-1 or 1.860G-3, then the
last preceding Permitted Transferee shall be restored,
to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to
any Person for any registration of Transfer of a Class
R Certificate that is in fact not permitted by this
Section 5.02(g) or for making any payments due on such
Certificate to the holder thereof or for taking any
other action with respect to such holder under the
provisions of this Agreement.
(B) If any purported Transferee shall
become a Holder of a Class R Certificate in violation
of the restrictions in this Section 5.02(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) a certificate of the Master Servicer
stating that the Master Servicer has received an
Opinion of Counsel, in form and substance
satisfactory to the Master Servicer, to the effect
that such modification, addition to or absence of
such provisions will not cause the Trust Fund to
cease to qualify as a REMIC and will not cause (x)
the Trust Fund to be subject to an entity-level
tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused
by the Transfer of a Class R Certificate to a
Person that is not a Permitted Transferee.
(g) No service charge shall be made for any
transfer or exchange of Certificates of any Class, but
the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of
Certificates.
(h) All Certificates surrendered for transfer and
exchange shall be destroyed by the Certificate
Registrar.
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates.
If (i) any mutilated Certificate is
surrendered to the Certificate Registrar, or the
Trustee and the Certificate Registrar receive evidence
to their satisfaction of the destruction, loss or theft
of any Certificate, and (ii) there is delivered to the
Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the
Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser,
the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and
Percentage Interest but bearing a number not
contemporaneously outstanding. Upon the issuance of
any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the
fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate
for registration of transfer, the Company, the Master
Servicer, the Trustee, the Certificate Registrar and
any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.02 and
for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Company, the
Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for
the purpose of making distributions to the
Certificateholders and the Owner of the Excess Spread
pursuant to Section 4.02. In the event of any such
appointment, on or prior to each Distribution Date the
Master Servicer on behalf of the Trustee shall deposit
or cause to be deposited with the Paying Agent a sum
sufficient to make the payments to the
Certificateholders and the Owner of the Excess Spread
in the amounts and in the manner provided for in
Section 4.02, such sum to be held in trust for the
benefit of the Certificateholders and the Owner of the
Excess Spread.
The Trustee shall cause each Paying Agent to
execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it
for the payment to the Certificateholders and the Owner
of the Excess Spread in trust for the benefit of the
Certificateholders and such Owner entitled thereto
until such sums shall be paid to such
Certificateholders and such Owner. Any sums so held by
such Paying Agent shall be held only in Eligible
Accounts to the extent such sums are not distributed to
the Certificateholders and such Owner on the date of
receipt by such Paying Agent.
Section 5.06. Optional Purchase of
Certificates.
(a) On any Distribution Date on which the Pool
Stated Principal Balance is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall
have the right, at its option, to purchase the
Certificates in whole, but not in part, at a price
equal to the outstanding Certificate Principal Balance
of such Certificates plus the sum of one month's
Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as
applicable, shall give the Trustee not less than 60
days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable,
anticipates that it will purchase the Certificates
pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which
the Holders may surrender their Certificates to the
Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or
the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier
than the 15th day and not later than the 25th day of
the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which
purchase of the Certificates is anticipated to be
made upon presentation and surrender of such
Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known,
and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not
applicable, payments being made only upon
presentation and surrender of the Certificates at
the office or agency of the Trustee therein
specified.
If either the Master Servicer or the Company gives the
notice specified above, the Master Servicer or the
Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on
which the purchase pursuant to Section 5.06(a) is to be
made, in immediately available funds, an amount equal
to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the
Certificates to be purchased pursuant to Section
5.06(a) by the Holders thereof, the Trustee shall
distribute to such Holders an amount equal to the
outstanding Certificate Principal Balance thereof plus
the sum of one month's Accrued Certificate Interest
thereon and any previously unpaid Accrued Certificate
Interest with respect thereto.
(d) In the event that any Certificateholders do
not surrender their Certificates on or before the
Distribution Date on which a purchase pursuant to this
Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account
deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to
be withdrawn therefrom and deposited in a separate
escrow account for the benefit of such
Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written
notice to such Certificateholders to surrender their
Certificates for payment of the purchase price
therefor. If within six months after the second notice
any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps
as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs
and expenses of maintaining the escrow account and of
contacting Certificateholders shall be paid out of the
assets which remain in the escrow account. If within
nine months after the second notice any Certificates
shall not have been surrendered for cancellation in
accordance with this Section 5.06, the Trustee shall
pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the Holders
thereof and the Master Servicer or the Company, as
applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue
or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its
Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant
to this Section 5.06 occurs as provided above will be
deemed to have been purchased and the Holder as of such
date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and
expenses associated with such escrow account and
notices allocated thereto. Any Certificates so
purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.
The Master Servicer or the Company, as applicable,
shall be for all purposes the Holder thereof as of such
date. ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company
and the Master Servicer.
The Company and the Master Servicer shall
each be liable in accordance herewith only to the
extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the
Master Servicer herein. By way of illustration and not
limitation, the Company is not liable for the servicing
and administration of the Mortgage Loans, nor is it
obligated by Section 7.01 or Section 10.01 to assume
any obligations of the Master Servicer or to appoint a
designee to assume such obligations, nor is it liable
for any other obligation hereunder that it may, but is
not obligated to, assume unless it elects to assume
such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the
Company or the Master
Servicer; Assignment of Rights
and Delegation of Duties by
Master Servicer.
(a) The Company and the Master Servicer will each
keep in full effect its existence, rights and
franchises as a corporation under the laws of the state
of its incorporation, and will each obtain and preserve
its qualification to do business as a foreign
corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to
perform its respective duties under this Agreement.
(b) Any Person into which the Company or the
Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a
party, or any Person succeeding to the business of the
Company or the Master Servicer, shall be the successor
of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the
parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor
or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA
or FHLMC; and provided further that each Rating
Agency's ratings, if any, of the Class A, Class M,
Class B or Class R Certificates in effect immediately
prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as
evidenced by a letter to such effect from each Rating
Agency).
(c) Notwithstanding anything else in this Section
6.02 and Section 6.04 to the contrary, the Master
Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the
Person accepting such assignment or delegation shall be
a Person which is qualified to service mortgage loans
on behalf of FNMA or FHLMC, is reasonably satisfactory
to the Trustee and the Company, is willing to service
the Mortgage Loans and executes and delivers to the
Company and the Trustee an agreement, in form and
substance reasonably satisfactory to the Company and
the Trustee, which contains an assumption by such
Person of the due and punctual performance and
observance of each covenant and condition to be
performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's
rating of the Classes of Certificates that have been
rated in effect immediately prior to such assignment
and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each
Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from
its obligations under this Agreement, except that the
Master Servicer shall remain liable for all liabilities
and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions
to such assignment and delegation set forth in the next
preceding sentence.
Section 6.03. Limitation on Liability of the
Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor
any of the directors, officers, employees or agents of
the Company or the Master Servicer shall be under any
liability to the Trust Fund or the Certificateholders
or the Owner of the Excess Spread for any action taken
or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall
not protect the Company, the Master Servicer or any
such Person against any breach of warranties or
representations made herein or any liability which
would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The
Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer
may rely in good faith on any document of any kind
prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The
Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer
shall be indemnified by the Trust Fund and held
harmless against any loss, liability or expense
incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any
loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer
shall be under any obligation to appear in, prosecute
or defend any legal or administrative action,
proceeding, hearing or examination that is not
incidental to its respective duties under this
Agreement and which in its opinion may involve it in
any expense or liability; provided, however, that the
Company or the Master Servicer may in its discretion
undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in
respect to this Agreement and the rights and duties of
the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal
expenses and costs of such action, proceeding, hearing
or examination and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust
Fund, and the Company and the Master Servicer shall be
entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 and, on
the Distribution Date(s) following such reimbursement,
the aggregate of such expenses and costs shall be
allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same
manner as if such expenses and costs constituted a
Prepayment Interest Shortfall.
Section 6.04. Company and Master
Servicer Not to Resign.
Subject to the provisions of Section 6.02,
neither the Company nor the Master Servicer shall
resign from its respective obligations and duties
hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under
applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall
be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee. No such resignation by the
Master Servicer shall become effective until the
Trustee or a successor servicer shall have assumed the
Master Servicer's responsibilities and obligations in
accordance with Section 7.02.ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means
any one of the following events (whatever reason for
such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative
or governmental body):
(i) the Master Servicer shall fail to
distribute or cause to be distributed to the Owner
of the Excess Spread or to Holders of Certificates
of any Class any distribution required to be made
under the terms of the Certificates of such Class
and this Agreement and, in either case, such
failure shall continue unremedied for a period of
5 days after the date upon which written notice of
such failure, requiring such failure to be
remedied, shall have been given to the Master
Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by
the Owner of the Excess Spread or the Holders of
Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to
observe or perform in any material respect any
other of the covenants or agreements on the part
of the Master Servicer contained in the
Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a
period of 30 days (except that such number of days
shall be 15 in the case of a failure to pay the
premium for any Required Insurance Policy) after
the date on which written notice of such failure,
requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company
and the Trustee by the Owner of the Excess Spread
or the Holders of Certificates of any Class
evidencing, in the case of any such Class,
Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or
agency or supervisory authority having
jurisdiction in the premises in an involuntary
case under any present or future federal or state
bankruptcy, insolvency or similar law or
appointing a conservator or receiver or liquidator
in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against
the Master Servicer and such decree or order shall
have remained in force undischarged or unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to
the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master
Servicer or of, or relating to, all or
substantially all of the property of the Master
Servicer; or
(v) the Master Servicer shall admit in
writing its inability to pay its debts generally
as they become due, file a petition to take
advantage of, or commence a voluntary case under,
any applicable insolvency or reorganization
statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the
Trustee pursuant to Section 4.04(b) that it is
unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses
(i)-(v) of this Section shall occur, then, and in each
and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the
Trustee may, and at the direction of Holders of
Certificates or the Owner of the Excess Spread entitled
to at least 51% of the Voting Rights, the Trustee
shall, by notice in writing to the Master Servicer (and
to the Company if given by the Trustee or to the
Trustee if given by the Company), terminate all of the
rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the
Trustee shall, by notice to the Master Servicer and the
Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder
hereunder as provided in Section 4.04(b). On or after
the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section
7.02 pass to and be vested in the Trustee or the
Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on
behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer
and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's responsibilities
and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at
the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination
shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or
omission prior to the effective time of such
termination.
Notwithstanding any termination of the
activities of Residential Funding in its capacity as
Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a
Monthly Payment on a Mortgage Loan which was due prior
to the notice terminating Residential Funding's rights
and obligations as Master Servicer hereunder and
received after such notice, that portion to which
Residential Funding would have been entitled pursuant
to Sections 3.10(a)(ii), (vi) and (vii) as well as its
Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the
entitlement to which arose prior to the termination of
its activities hereunder. Upon the termination of
Residential Funding as Master Servicer hereunder the
Company shall deliver to the Trustee a copy of the
Program Guide.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer
receives a notice of termination pursuant to Section
7.01 or resigns in accordance with Section 6.04, the
Trustee or, upon notice to the Company and with the
Company's consent (which shall not be unreasonably
withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in
all respects to the Master Servicer in its capacity as
servicer under this Agreement and the transactions set
forth or provided for herein and shall be subject to
all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer (except
for the responsibilities, duties and liabilities
contained in Sections 2.02 and 2.03(a), excluding the
duty to notify related Subservicers or Sellers as set
forth in such Sections, and its obligations to deposit
amounts in respect of losses incurred prior to such
notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant
to Sections 3.07(c) and 4.01(b) by the terms and
provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide
information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to
all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to
the Custodial Account or the Certificate Account if the
Master Servicer had continued to act hereunder and, in
addition, shall be entitled to the income from any
Permitted Investments made with amounts attributable to
the Mortgage Loans held in the Custodial Account or the
Certificate Account. If the Trustee has become the
successor to the Master Servicer in accordance with
Section 6.04 or Section 7.01, then notwithstanding the
above, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint,
any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage
servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master
Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the
Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as
it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that
permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor
shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such
succession. The Servicing Fee for any successor Master
Servicer appointed pursuant to this Section 7.02 will
be lowered with respect to those Mortgage Loans, if
any, where the Subservicing Fee accrues at a rate of
less than 0.20% per annum in the event that the
successor Master Servicer is not servicing such
Mortgage Loans directly and it is necessary to raise
the related Subservicing Fee to a rate of 0.20% per
annum in order to hire a Subservicer with respect to
such Mortgage Loans.
Section 7.03. Notification to
Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall
give prompt written notice thereof to the
Certificateholders and the Owner of the Excess Spread
at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any
Event of Default, the Trustee shall transmit by mail to
all Holders of Certificates and the Owner of the Excess
Spread 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 of Certificates affected by a default or
Event of Default hereunder, and the Owner of the Excess
Spread is 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 (b) no waiver pursuant to this Section 7.04
shall affect the Holders of Certificates in the manner
set forth in Section 11.01(b)(i), (ii) or (iii). Upon
any such waiver of a default or Event of Default by the
Holders representing the requisite percentage of Voting
Rights of Certificates affected by such default or
Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. No such waiver
shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon
except to the extent expressly so waived.ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically
set forth in this Agreement. In case an Event of
Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the
same degree of care and skill in their exercise as a
prudent investor would exercise or use under the
circumstances in the conduct of such investor's own
affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee
which are specifically required to be furnished
pursuant to any provision of this Agreement, shall
examine them to determine whether they conform to the
requirements of this Agreement. The Trustee shall
notify the Certificateholders and the Owner of the
Excess Spread of any such documents which do not
materially conform to the requirements of this
Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected
documents.
The Trustee shall forward or cause to be forwarded
in a timely fashion the notices, reports and statements
required to be forwarded by the Trustee pursuant to
Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall
furnish in a timely fashion to the Master Servicer such
information as the Master Servicer may reasonably
request from time to time for the Master Servicer to
fulfill its duties as set forth in this Agreement. The
Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the
status of the Trust Fund as a REMIC under the REMIC
Provisions and to prevent the imposition of any
federal, state or local income, prohibited transaction,
contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such
taxes are reasonably within the control of the Trustee
and are reasonably within the scope of its duties under
this Agreement.
(c) No provision of this Agreement shall be
construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act
or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or waiver of all
such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be
determined solely by the express provisions of
this Agreement, the Trustee shall not be liable
except for the performance of such duties and
obligations as are specifically set forth in this
Agreement, no implied covenants or obligations
shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the
correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the
Trustee by the Company or the Master Servicer and
which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally
liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers
of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the
pertinent facts;
(iii) The Trustee shall not be personally
liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in
accordance with the direction of
Certificateholders of any Class holding
Certificates which evidence, as to such Class,
Percentage Interests aggregating not less than 25%
as to the time, method and place of conducting any
proceeding for any remedy available to the
Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with
knowledge of any default (other than a default in
payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an Event of Default
under clauses (iii), (iv) and (v) of Section 7.01
unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or
event or the Trustee receives written notice of
such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or
any Certificateholder or the Owner of the Excess
Spread; and
(v) Except to the extent provided in
Section 7.02, no provision in this Agreement shall
require the Trustee to expend or risk its own
funds (including, without limitation, the making
of any Advance) or otherwise incur any personal
financial liability in the performance of any of
its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the
Trustee shall have reasonable grounds for
believing that repayment of funds or adequate
indemnity against such risk or liability is not
reasonably assured to it.
(d) The Trustee shall timely pay, from its own
funds, the amount of any and all federal, state and
local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A)
"prohibited transaction" penalty taxes as defined in
Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions
to a REMIC after the Closing Date imposed by Section
860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of
the Code, but only if such taxes arise out of a breach
by the Trustee of its obligations hereunder, which
breach constitutes negligence or willful misconduct of
the Trustee.
Section 8.02. Certain Matters Affecting the
Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be
protected in acting or refraining from acting upon
any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement,
instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have
been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel
and any Opinion of Counsel shall be full and
complete authorization and protection in respect
of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall be under no
obligation to exercise any of the trusts or powers
vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction
of any of the Certificateholders or the Owner of
the Excess Spread, pursuant to the provisions of
this Agreement, unless such Certificateholders or
such Owner shall have offered to the Trustee
reasonable security or indemnity against the
costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise
such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor
would exercise or use under the circumstances in
the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally
liable for any action taken, suffered or omitted
by it in good faith and believed by it to be
authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of
Default hereunder and after the curing of all
Events of Default which may have occurred, the
Trustee shall not be bound to make any
investigation into the facts or matters stated in
any resolution, certificate, statement,
instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or
document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing,
as to such Class, Percentage Interests,
aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the
security afforded to it by the terms of this
Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a
condition to so proceeding. The reasonable
expense of every such examination shall be paid by
the Master Servicer, if an Event of Default shall
have occurred and is continuing, and otherwise by
the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the
trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents
or attorneys; and
(vii) To the extent authorized under the
Code and the regulations promulgated thereunder,
each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing
any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master
Servicer in a timely manner any Tax Returns
prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined
by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee
for signing any such Tax Returns that contain
errors or omissions.
(b) Following the issuance of the Certificates,
the Trustee shall not accept any contribution of assets
to the Trust Fund unless it shall have obtained or been
furnished with an Opinion of Counsel to the effect that
such contribution will not (i) cause the Trust Fund to
fail to qualify as a REMIC at any time that any
Certificates are outstanding or (ii) cause the Trust
Fund to be subject to any federal tax as a result of
such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under
Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans.
The recitals contained herein and in the
Certificates (other than the execution of the
Certificates and relating to the acceptance and receipt
of the Mortgage Loans) shall be taken as the statements
of the Company or the Master Servicer as the case may
be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of
the Certificates (except that the Certificates shall be
duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or
related document. Except as otherwise provided herein,
the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of
any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any
funds paid to the Company or the Master Servicer in
respect of the Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate
Account by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other
capacity may become the owner or pledgee of
Certificates with the same rights it would have if it
were not Trustee.
Section 8.05. Master
Servicer to Pay Trustee's Fees
and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to
pay to the Trustee and any co-trustee from time to
time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all
services rendered by each of them in the execution of
the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder
of the Trustee and any co-trustee, and the Master
Servicer will pay or reimburse the Trustee and any co-
trustee upon request for all reasonable expenses,
disbursements and advances incurred or made by the
Trustee or any co-trustee in accordance with any of the
provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ,
and the expenses incurred by the Trustee or any co-
trustee in connection with the appointment of an office
or agency pursuant to Section 8.12) except any such
expense, disbursement or advance as may arise from its
negligence or bad faith.
(b) The Master Servicer agrees to indemnify the
Trustee for, and to hold the Trustee harmless against,
any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising
out of, or in connection with, the acceptance and
administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in
connection with the exercise or performance of any of
its powers or duties under this Agreement, provided
that:
(i) with respect to any such claim, the
Trustee shall have given the Master Servicer
written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own
defense, the Trustee shall cooperate and consult
fully with the Master Servicer in preparing such
defense; and
(iii) notwithstanding anything in this
Agreement to the contrary, the Master Servicer
shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent
of the Master Servicer which consent shall not be
unreasonably withheld.
No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the
Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification
provided by the Master Servicer in this Section 8.05(b)
shall not pertain to any loss, liability or expense of
the Trustee, including the costs and expenses of
defending itself against any claim, incurred in
connection with any actions taken by the Trustee at the
direction of the Certificateholders or the Owner of the
Excess Spread pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for
Trustee.
The Trustee hereunder shall at all times be a
corporation or a national banking association having
its principal office in a state and city acceptable to
the Company and organized and doing business under the
laws of such state or the United States of America,
authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or
examination by federal or state authority. If such
corporation or national banking association publishes
reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this
Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of
condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect
specified in Section 8.07.
Section 8.07. Resignation and Removal of the
Trustee.
(a) The Trustee may at any time resign and be
discharged from the trusts hereby created by giving
written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have
been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a
successor trustee.
(b) If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section
8.06 and shall fail to resign after written request
therefor by the Company, or if at any time the Trustee
shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or
of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the
Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee. In
addition, in the event that the Company determines that
the Trustee has failed (i) to distribute or cause to be
distributed to the Certificateholders or the Owner of
the Excess Spread any amount required to be distributed
hereunder, if such amount is held by the Trustee or its
Paying Agent (other than the Master Servicer or the
Company) for distribution or (ii) to otherwise observe
or perform in any material respect any of its
covenants, agreements or obligations hereunder, and
such failure shall continue unremedied for a period of
5 days (in respect of clause (i) above) or 30 days (in
respect of clause (ii) above) after the date on which
written notice of such failure, requiring that the same
be remedied, shall have been given to the Trustee by
the Company, then the Company may remove the Trustee
and appoint a successor trustee by written instrument
delivered as provided in the preceding sentence. In
connection with the appointment of a successor trustee
pursuant to the preceding sentence, the Company shall,
on or before the date on which any such appointment
becomes effective, obtain from each Rating Agency
written confirmation that the appointment of any such
successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such
Certificates.
(c) The Holders of Certificates 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 or Excess Spread at
their addresses as shown in the Certificate Register.
If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice
to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of
Trustee.
Any corporation or national banking
association into which the Trustee may be merged or
converted or with which it may be consolidated or any
corporation or national banking association resulting
from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation or
national banking association succeeding to the business
of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation or national
banking association shall be eligible under the
provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail
notice of any such merger or consolidation to the
Certificateholders and the Owner of the Excess Spread
at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee
or Separate Trustee.
(a) Notwithstanding any other provisions hereof,
at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of
the Trust Fund or property securing the same may at the
time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any
part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-
trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee
under Section 8.06 hereunder and no notice to Holders
of Certificates or Excess Spread of the appointment of
co-trustee(s) or separate trustee(s) shall be required
under Section 8.08 hereof.
(b) In the case of any appointment of a co-
trustee or separate trustee pursuant to this Section
8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by
the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to
be performed (whether as Trustee hereunder or as
successor to the Master Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title
to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the
Trustee.
(c) Any notice, request or other writing given to
the Trustee shall be deemed to have been given to each
of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every
instrument appointing any separate trustee or co-
trustee shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee
and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property
specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this
Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the
Trustee.
(d) Any separate trustee or co-trustee may, at
any time, constitute the Trustee, its agent or
attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act
under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights,
remedies and trusts shall vest in and be exercised by
the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the
Master Servicer and the Company, appoint one or more
Custodians who are not Affiliates of the Company, the
Master Servicer or any Seller to hold all or a portion
of the Mortgage Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for
the benefit of the Certificateholders and the Owner of
the Excess Spread. Each Custodian shall be a
depository institution subject to supervision by
federal or state authority, shall have a combined
capital and surplus of at least $15,000,000 and shall
be qualified to do business in the jurisdiction in
which it holds any Mortgage File. Each Custodial
Agreement may be amended only as provided in Section
11.01. The Trustee shall notify the Certificateholders
and the Owner of the Excess Spread of the appointment
of any Custodian (other than the Custodian appointed as
of the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or
Agency.
The Trustee will maintain an office or agency
in the City of New York where Certificates may be
surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at
14 Wall Street, 8th Floor, New York, NY 10005 for the
purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated
in Section 11.05(c) hereof where notices and demands to
or upon the Trustee in respect of this Agreement may be
served. ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by
the Master Servicer or the
Company or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.03, the respective
obligations and responsibilities of the Company, the
Master Servicer and the Trustee created hereby in
respect of the Certificates and the Excess Spread
(other than the obligation of the Trustee to make
certain payments after the Final Distribution Date to
Certificateholders and the Owner of the Excess Spread
and the obligation of the Company to send certain
notices as hereinafter set forth) shall terminate upon
the last action required to be taken by the Trustee on
the Final Distribution Date pursuant to this Article IX
following the earlier of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of
any Mortgage Loan, or
(ii) the purchase by the Master Servicer or
the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining
in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or,
if less than such unpaid principal balance, the
fair market value of the related underlying
property of such Mortgage Loan with respect to
Mortgage Loans as to which title has been acquired
if such fair market value is less than such unpaid
principal balance (net of any unreimbursed
Advances attributable to principal) on the day of
repurchase plus accrued interest thereon at the
Net Mortgage Rate to, but not including, the first
day of the month in which such repurchase price is
distributed, provided, however, that in no event
shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the
Court of St. James, living on the date hereof and
provided further that the purchase price set forth
above shall be increased as is necessary, as
determined by the Master Servicer, to avoid
disqualification of the Trust Fund as a REMIC.
The right of the Master Servicer or the Company to
purchase all the assets of the Trust Fund pursuant to
clause (ii) above is conditioned upon the Pool Stated
Principal Balance as of the Final Distribution Date
being less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans. If such right
is exercised by the Master Servicer, the Master
Servicer shall be deemed to have been reimbursed for
the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage
Loans. In addition, the Master Servicer or the
Company, as applicable, shall provide to the Trustee
the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following
payment of the purchase price, release to the Master
Servicer or the Company, as applicable, the Mortgage
Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a
final distribution as a result of the exercise by the
Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less
than 60 days' prior notice of the Distribution Date on
which the Master Servicer or the Company, as
applicable, anticipates that the final distribution
will be made to Certificateholders and the Owner of the
Excess Spread (whether as a result of the exercise by
the Master Servicer or the Company of its right to
purchase the assets of the Trust Fund or otherwise).
Notice of any termination, specifying the anticipated
Final Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to
the Trustee (if so required by the terms hereof) for
payment of the final distribution and cancellation,
shall be given promptly by the Master Servicer or the
Company, as applicable (if it is exercising its right
to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to the
Certificateholders and the Owner of the Excess Spread
mailed not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of
such final distribution specifying:
(i) the anticipated Final Distribution Date
upon which final payment of the Certificates is
anticipated to be made upon presentation and
surrender of Certificates at the office or agency
of the Trustee therein designated,
(ii) the amount of any such final payment,
if known, and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not
applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R
Certificates, that payment will be made only upon
presentation and surrender of the Certificates at
the office or agency of the Trustee therein
specified.
If the Master Servicer or the Company, as applicable,
is obligated to give notice to Certificateholders and
the Owner of the Excess Spread as aforesaid, it shall
give such notice to the Certificate Registrar at the
time such notice is given to Certificateholders and the
Owner of the Excess Spread. In the event such notice
is given by the Master Servicer or the Company, the
Master Servicer or the Company, as applicable, shall
deposit in the Certificate Account before the Final
Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of
the Trust Fund computed as above provided.
(c) In the case of the Class A Certificates,
Class M and the Class R Certificates, upon presentation
and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall
distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if
not in connection with the Master Servicer's or the
Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an
amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal
Balance thereof, plus one month's Accrued Certificate
Interest and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section
4.02(a), and (B) with respect to the Class R
Certificates, any excess of the amounts available for
distribution (including the repurchase price specified
in clause (ii) of subsection (a) of this Section) over
the total amount distributed under the immediately
preceding clause (A) and the Excess Spread. The
Trustee shall also distribute the Excess Spread to the
Owner.
(d) In the event that any Certificateholders
shall not surrender their Certificates for final
payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof),
the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining
Certificateholders by depositing such funds in a
separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the
Company, as applicable (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee
(in any other case) shall give a second written notice
to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final
distribution with respect thereto. If within six
months after the second notice any Certificate shall
not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of
their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets
which remain in the escrow account. If within nine
months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee
shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as
applicable, shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue
or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance
with this Section 9.01.
Section 9.02. Additional Termination
Requirements.
(a) The Trust Fund shall be terminated in
accordance with the following additional requirements,
unless the Trustee and the Master Servicer have
received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the
effect that the failure of the Trust Fund to comply
with the requirements of this Section 9.02 will not (i)
result in the imposition on the Trust of taxes on
"prohibited transactions," as described in Section 860F
of the Code, or (ii) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is
outstanding:
(i) The Master Servicer shall establish a
90-day liquidation period for the Trust Fund, and
specify the first day of such period in a
statement attached to the Trust Fund's final Tax
Return pursuant to Treasury Regulation Section
1.860F-1. The Master Servicer also shall satisfy
all of the requirements of a qualified liquidation
for the Trust Fund under Section 860F of the Code
and regulations thereunder;
(ii) The Master Servicer shall notify the
Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of
making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all
of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii) If the Master Servicer is
exercising its right to purchase the assets of the
Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the
assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter
ends after the commencement of the 90-day
liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not
purchase any of the assets of the Trust Fund prior
to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee
hereby irrevocably approves and appoints the Master
Servicer as its attorney-in-fact to adopt a plan of
complete liquidation for the Trust Fund at the expense
of the Trust Fund in accordance with the terms and
conditions of this Agreement.ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an
election to treat the Trust Fund as a REMIC under the
Code and, if necessary, under applicable state law.
Such election will be made on Form 1066 or other
appropriate federal tax or information return
(including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the
calendar year in which the Certificates are issued.
For the purposes of the REMIC election in respect of
the Trust Fund, the Class A, Class M, Class B
Certificates and the Excess Spread shall be designated
as the "regular interests" and the Class R Certificates
shall be designated as the sole class of "residual
interest" in the Trust Fund. The REMIC Administrator
and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the
Code) in the Trust Fund other than the regular
interests and the interests represented by the Class R
Certificates, respectively.
(b) The Closing Date is hereby designated
as the "startup day" of the Trust Fund within the
meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a
Class R Certificate representing a 0.01% Percentage
Interest of all Class R Certificates and shall be
designated as the tax matters person with respect to
the Trust Fund in the manner provided under Treasury
Regulation Section 1.860F-4(d) and Temporary Treasury
Regulation Section 301.6231(a)(7)-1T. The REMIC
Administrator, as tax matters person, shall (i) act on
behalf of the Trust Fund in relation to any tax matter
or controversy involving the Trust Fund and (ii)
represent the Trust Fund in any administrative or
judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect
thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs
of any such proceeding and any liability resulting
therefrom shall be expenses of the Trust Fund and the
REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided
by Section 3.10 unless such legal expenses and costs
are incurred by reason of the REMIC Administrator's
willful misfeasance, bad faith or gross negligence. If
the REMIC Administrator is no longer the Master
Servicer hereunder at its option it may continue its
duties as REMIC Administrator and shall be paid
reasonable compensation not to exceed $3,000 per year
by any successor Master Servicer hereto for so acting
as the REMIC Administrator.
(d) The REMIC Administrator shall prepare
or cause to be prepared all of the Tax Returns that it
determines are required with respect to the Trust Fund
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.
(e) The REMIC Administrator shall provide
(i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate
to any Person who is not a Permitted Transferee, (ii)
to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including
reports relating to interest, original issue discount
and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service
the name, title, address and telephone number of the
person who will serve as the representative of the
Trust Fund.
(f) The Master Servicer and the REMIC
Administrator shall take such actions and shall cause
the Trust Fund 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 to maintain the status thereof as a REMIC
under the REMIC Provisions (and the Trustee shall
assist the Master Servicer and the REMIC Administrator,
to the extent 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 the
Trust Fund to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its
control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i)
endanger the status of the Trust Fund as a REMIC or
(ii) 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 set forth in Section 860G(d) of the Code)
(either such event, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as
applicable, has received an Opinion of Counsel (at the
expense of the party seeking to take such action or, if
such party fails to pay such expense, and the Master
Servicer or the REMIC Administrator, as applicable,
determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders,
at the expense of the Trust Fund, but in no event at
the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the
contemplated action will not, with respect to the Trust
Fund, endanger such status or, unless the Master
Servicer or the REMIC Administrator, as applicable,
determines in its their discretion to indemnify the
Trust Fund against such tax, result in the imposition
of such a tax. The Trustee shall not take or fail to
take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing
that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking
any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action,
which is not expressly permitted under the terms of
this Agreement, the Trustee will consult with the
Master Servicer or the REMIC Administrator, as
applicable, or its designee, in writing, with respect
to whether such action could cause an Adverse REMIC
Event to occur with respect to the Trust Fund, and the
Trustee shall not take any such action or cause the
Trust Fund to take any such action as to which the
Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that an Adverse
REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with
counsel to make such written advice, and the cost of
same shall be borne by the party seeking to take the
action not expressly permitted by this Agreement, but
in no event at the expense of the Master Servicer or
the REMIC Administrator. At all times as may be
required by the Code, the Master Servicer will to the
extent within its control and the scope of its duties
more specifically set forth herein, maintain
substantially all of the assets of the Trust Fund as
"qualified mortgages" as defined in Section 860G(a)(3)
of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of the Trust Fund as defined
in Section 860F(a)(2) of the Code, on "net income from
foreclosure property" of the Trust Fund as defined in
Section 860G(c) of the Code, on any contributions to
the Trust Fund 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 otherwise (iii) against amounts on
deposit in the Custodial Account as provided by Section
3.10 and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be
allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment
Interest Shortfall.
(h) The Trustee and the Master Servicer
shall, for federal income tax purposes, maintain books
and records with respect to the Trust Fund on a
calendar year and on an accrual basis or as otherwise
may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the
Master Servicer nor the Trustee shall accept any
contributions of assets to the Trust Fund unless the
Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the
inclusion of such assets in the Trust Fund will not
cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificates are outstanding or
subject the Trust Fund to any tax under the REMIC
Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the
Trustee shall enter into any arrangement by which the
Trust Fund 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) The Maturity Date of each Class of
Certificates representing a regular interest in the
Trust Fund is February 26, 2026, which is the
Distribution Date one month 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 (REMICs)
and Issuers of Collateralized Debt Obligations" for the
Trust Fund.
(m) Neither the Trustee nor the Master
Servicer shall sell, dispose of or substitute for any
of the Mortgage Loans (except in connection with (i)
the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by
deed in lieu of foreclosure, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of the Trust Fund
pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or
III of this Agreement) nor acquire any assets for the
Trust Fund, nor sell or dispose of any investments in
the Custodial Account or the Certificate Account for
gain, nor accept any contributions to the Trust Fund
after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect
adversely the status of the Trust Fund as a REMIC or
(b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against
such tax, cause the Trust Fund to be subject to a tax
on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the
Trust Fund, the Company, the REMIC Administrator and
the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Company
or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this
Article X.
(b) The REMIC Administrator agrees to
indemnify the Trust Fund, the Company and the Trustee
for any taxes and costs (including, without limitation,
any reasonable attorneys' fees) imposed on or incurred
by the Trust Fund, the Company or the Trustee, as a
result of a breach of the REMIC Administrator's
covenants set forth in this Article X with respect to
compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's
execution of Tax Returns prepared by the REMIC
Administrator that contain errors or omissions;
provided, however, that such liability will not be
imposed to the extent such breach is a result of an
error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case
Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify
the Trust Fund, the Company, the REMIC Administrator
and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Company
or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC
Provisions, including without limitation, any penalties
arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or
omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may
be amended from time to time by the Company, the Master
Servicer and the Trustee, without the consent of any of
the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions
herein or therein, which may be inconsistent with
any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any
of its provisions to such extent as shall be
necessary to maintain the qualification of the
Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim
against the Trust Fund, provided that the Trustee
has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to
maintain such qualification or to avoid or
minimize the risk of the imposition of any such
tax and (B) such action will not adversely affect
in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of
deposits into the Custodial Account or the
Certificate Account or to change the name in which
the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in
no event be later than the related Distribution
Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any
material respect the interests of any
Certificateholder and (C) such change shall not
result in a reduction of the rating assigned to
any Class of Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced
by a letter from each Rating Agency to such
effect,
(v) to modify, eliminate or add to the
provisions of Section 5.02(g) or any other
provision hereof restricting transfer of the Class
R Certificates by virtue of their being the
"residual interests" in the Trust Fund, provided
that (A) such change shall not result in reduction
of the rating assigned to any such Class of
Certificates below the lower of the then-current
rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter
from each Rating Agency to such effect, and (B)
such change shall not, as evidenced by an Opinion
of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions),
cause either the Trust Fund or any of the
Certificateholders (other than the transferor) to
be subject to a federal tax caused by a transfer
to a Person that is not a Permitted Transferee, or
(vi) to 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 Holder of the Excess Spread,
(ii) adversely affect in any material
respect the interest of the Holders of
Certificates of any Class in a manner other than
as described in clause (i) hereof without the
consent of Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of
Certificates of any Class the Holders of which are
required to consent to any such amendment, in any
such case without the consent of the Holders of
all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of
this Agreement, the Trustee shall not consent to any
amendment to this Agreement unless it shall have first
received an Opinion of Counsel (at the expense of the
party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the
Master Servicer, the Company or the Trustee in
accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause
the Trust Fund to qualify as a REMIC at any time that
any Certificate is outstanding.
(d) Promptly after the execution of any such
amendment the Trustee shall furnish written
notification of the substance of such amendment to each
Certificateholder and the Owner of the Excess Spread.
It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve
the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee
may prescribe.
(e) The Company shall have the option, in its
sole discretion, to obtain and deliver to the Trustee
any corporate guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any
combination of the foregoing, for the purpose of
protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls.
Any such instrument or fund shall be held by the
Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the
Trust Fund. To the extent that any such instrument or
fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be
an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the
Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as
amounts distributed by the Trust Fund to the Company or
any successor, all within the meaning of Treasury
Regulation Section 1.860G-2(h) as it reads as of the
Cut-off Date. In connection with the provision of any
such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or
otherwise amended in any manner that is related or
incidental to such instrument or fund or the
establishment or administration thereof, such amendment
to be made by written instrument executed or consented
to by the Company but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the
Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company
obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be
imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section
860G(d)(1) of the Code and (b) cause the Trust Fund to
fail to qualify as a REMIC at any time that any
Certificate is outstanding. In the event that the
Company elects to provide such coverage in the form of
a limited guaranty provided by General Motors
Acceptance Corporation, the Company may elect that the
text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M
(in which case Residential Funding's Subordinate
Certificate Loss Obligation as described in such
exhibit shall be established by Residential Funding's
consent to such amendment) and that the limited
guaranty shall be executed in the form attached hereto
as Exhibit N, with such changes as the Company shall
deem to be appropriate; it being understood that the
Trustee has reviewed and approved the content of such
forms and that the Trustee's consent or approval to the
use thereof is not required.
Section 11.02. Recordation of Agreement;
Counterparts.
(a) To the extent permitted by applicable law,
this Agreement is subject to recordation in all
appropriate public offices for real property records in
all the counties or other comparable jurisdictions in
which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its
expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least
25% of the Voting Rights), but only upon direction
accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects
the interests of the Certificateholders.
(b) For the purpose of facilitating the
recordation of this Agreement as herein provided and
for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the
same instrument.
Section 11.03. Limitation on Rights
of Certificateholders.
(a) The death or incapacity of any
Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or proceeding
in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) Neither the Owner of the Excess Spread, nor
any 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 Owner of the
Excess Spread from time to time as partners or members
of an association; nor shall any Certificateholder or
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 Owner of the Excess
Spread with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates of
any Class shall have any right in any manner whatever
by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any
other of such Certificates of such Class or any other
Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any
right under this Agreement, except in the manner herein
provided and for the common benefit of
Certificateholders of such Class or all Classes, as the
case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be
governed by and construed in accordance with the laws
of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee
which shall be deemed to have been duly given only when
received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 700, Minneapolis,
Minnesota 55437, Attention: President, or such other
address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b)
in the case of the Master Servicer, 10 Universal City
Plaza, Suite 2100, Universal City, California 91608,
Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by
the Master Servicer in writing, (c) in the case of the
Trustee, Bankers Trust Company, Four Albany Street, New
York, New York, 10006, Attention: Residential Funding
Corporation Series 1996-S3 or such other address as may
hereafter be furnished to the Company and the Master
Servicer in writing by the Trustee, (d) in the case of
Fitch, One State Street Plaza, New York, New York
10004, or such other address as may hereafter be
furnished to the Company, the Trustee and the Master
Servicer in writing by Fitch and (e) in the case of
Standard & Poor's, 26 Broadway, 15th Floor, New York,
New York 10004 or such other address as may be
hereafter furnished to the Company, Trustee, and Master
Servicer by Standard & Poor's. Any notice required or
permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate
Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the
Trustee, as applicable, shall notify each Rating Agency
and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of
the occurrence of, any of the events described in
clause (a), (b), (c), (d), (g), (h), (i) or (j) below
or provide a copy to each Rating Agency at such time as
otherwise required to be delivered pursuant to this
Agreement of any of the statements described in clauses
(e) and (f) below:
(a) a material change or amendment to this
Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a
successor Master Servicer or Trustee or a change
in the majority ownership of the Trustee,
(d) the filing of any claim under the
Master Servicer's blanket fidelity bond and the
errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification
of coverage under any such instrument,
(e) the statement required to be delivered
to the Holders of each Class of Certificates and
the Owner of the Excess Spread pursuant to Section
4.03,
(f) the statements required to be delivered
pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the
Custodial Account or the Certificate Account,
(h) the occurrence of any monthly cash flow
shortfall to the Holders of any Class of
Certificates or the Owner of the Excess Spread
resulting from the failure by the Master Servicer
to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final
Distribution Date, and
(j) the repurchase of or substitution for
any Mortgage Loan,
provided, however, that with respect to notice of the
occurrence of the events described in clauses (d), (g)
or (h) above, the Master Servicer shall provide prompt
written notice to each Rating Agency and the
Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
IN WITNESS WHEREOF, the Company, the Master
Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly
attested, to be hereunto affixed, all as of the day and
year first above written.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES I,
INC.
By:
Name:
Title:
Attest:
Name:
Title:
RESIDENTIAL FUNDING
CORPORATION
By:
Name:
Title:
Attest:
Name:
Title:
BANKERS TRUST COMPANY, as
Trustee
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 1996 before me, a
notary public in and for said State, personally appeared
_____________, known to me to be a Vice President of
Residential Funding Mortgage Securities I, Inc., one of
the corporations that executed the within instrument, and
also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 1996 before me, a
notary public in and for said State, personally appeared
_________________, known to me to be a Director of
Residential Funding Corporation, one of the corporations
that executed the within instrument, and also known to me
to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of January, 1996 before me, a
notary public in and for said State, personally appeared
__________________________________, known to me to be a
Vice President of Bankers Trust Company, the national
banking association that executed the within instrument,
and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED
IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY
FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
JANUARY 30, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 265% OF THE STANDARD PREPAYMENT ASSUMPTION
(AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND
ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE
INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE],
THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE
THAN $_______ PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE], COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR
AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
Certificate No. ____ [___%][Variable] Pass-
Through Rate
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
January 1, 1996 ___%]
Aggregate [Initial
Certificate Principal
Balance] of the Class
First Distribution Date: of the Class A-
February 26, 1996 __ Certificates:
$_____________]
Master Servicer: [Initial] [Certificate
Principal Residential Balance] of this
Funding Corporation Certificate:
$_____________]
Assumed Final
Distribution Date: CUSIP _______-_____
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S3
evidencing a percentage interest in the
distributions allocable to the Class A-__
Certificates with respect to a Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the
Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality
or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that
_____________________________ is the registered owner
of the Percentage Interest evidenced by this
Certificate [(obtained by dividing the Initial
Certificate Principal Balance of this Certificate by
the aggregate Initial Certificate Principal Balance of
all Class A-___ Certificates, both as specified above)]
in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of
conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and
sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount [(of interest and principal, if any)]
required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. [The
Initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent
of distributions allocable to principal and any
Realized Losses allocable hereto.]
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: Bankers Trust Company,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates
referred to in the within-mentioned Agreement.
Bankers Trust Company,
as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES AND CLASS R CERTIFICATES [AND
CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE CODE, OR TO ANY
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL OR CERTIFICATION
PURSUANT TO SECTION 5.02(f) OF THE AGREEMENT
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND
THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY,
ON BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH PLAN IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN
THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED
IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
JANUARY 30, 1996. BASED ON PROPOSED OID REGULATIONS
PUBLISHED IN THE FEDERAL REGISTER ON DECEMBER 22, 1992
AND ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 265% OF
THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $ OF OID PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS % AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE
THAN $ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ _____% Pass-
Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $______________
Agreement and Cut-off Date:
January 1, 1996 Initial Certificate
Principal Balance of
this Certificate:
First Distribution Date: $________________
February 26, 1996
CUSIP: _____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S3
evidencing a percentage interest in any
distributions allocable to the Class M-__
Certificates with respect to the Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the
Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality
or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that _________________________
is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all
Class M-__ Certificates, both as specified above) in
certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans
(the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called
the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement")
among the Company, the Master Servicer and Bankers
Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount (of interest and principal, if any) required
to be distributed to Holders of Class M-__ Certificates
on such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: Bankers Trust Company,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned Agreement.
Bankers Trust Company,
as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES, CLASS R CERTIFICATES AND
CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS
DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED
IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS USING
"PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS THE TRANSFEREE PROVIDES AN OPINION
OF COUNSEL OR CERTIFICATION PURSUANT TO SECTION 5.02(f)
OF THE AGREEMENT SATISFACTORY TO THE MASTER SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF
SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER,
THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR
THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
JANUARY 30, 1996. THE PER ANNUM RATE OF INTEREST ON
THIS CERTIFICATE IS _____%. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 265% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT),
THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT
OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ _____ % Pass-
Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_________________
January 1, 1996
Initial Certificate
Principal Balance of
this Certificate:
First Distribution Date: $_______________
February 26, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S3
evidencing a percentage interest in any
distributions allocable to the Class B-__
Certificates with respect to the Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the
Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality
or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that Residential Funding
Mortgage Securities I, Inc. is the registered owner of
the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance
of this Certificate by the aggregate Certificate
Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with
respect to a Trust Fund consisting primarily of a pool
of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and
sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this
Certificate is registered at the close of business on
the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such
distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal,
if any) required to be distributed to Holders of Class
B Certificates on such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
No transfer of this Class B Certificate will
be made unless such transfer is exempt from the
registration requirements of the Securities Act of
1933, as amended, and any applicable state securities
laws or is made in accordance with said Act and laws.
In the event that such a transfer is to be made, (i)
the Trustee or the Company may require an opinion of
counsel acceptable to and in form and substance
satisfactory to the Trustee and the Company that such
transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act
of 1933, as amended, and of any applicable statute of
any state and (ii) the transferee shall execute an
investment letter in the form described by the
Agreement. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the
Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer
is not so exempt or is not made in accordance with such
Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a
representation letter, in the form as described by the
Agreement, stating that the transferee is not an
employee benefit or other plan subject to the
prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA") or Section 4975 of the Internal Revenue Code
(the "Code"), an investment manager, a named fiduciary
or any other person using "plan assets" of any such
plan to effect such acquisition (a "Plan Investor") or
(ii) if such transferee is a Plan Investor, an opinion
of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such
transfer under ERISA and Section 4975 of the Code and
stating, among other things, that the transferee's
acquisition of a Class B Certificate will not
constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975
of the Code.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: Bankers Trust Company,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates
referred to in the within-mentioned Agreement.
Bankers Trust Company,
as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR
SECTION 4975 OF THE CODE, OR TO ANY PERSON WHO IS USING
"PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS THE TRANSFEREE PROVIDES AN OPINION
OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF
SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION 406 OF ERISA OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH
IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B)
OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
Certificate No. ___ _____% Pass-Through Rate
Class R Senior Aggregate Initial
Certificate Principal Balance
of the Class R Certificates:
Date of Pooling and $100.00
Servicing Agreement
and Cut-off Date:
January 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
February 26, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP _____-
_____
Assumed Final Distribution Date:
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S3
evidencing a percentage interest in any
distributions allocable to the Class R
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
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 the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and
sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount (of interest and principal, if any) required
to be distributed to Holders of Class R Certificates on
such Distribution Date.
Each Holder of this Certificate will be
deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in
this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be
conditioned upon the delivery to the Trustee of, among
other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii)
any attempted or purported transfer of any Ownership
Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will
vest no rights in the purported transferee, and (iv) if
any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in
this Certificate in violation of such restrictions,
then the Company will have the right, in its sole
discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser
selected by the Company, which purchaser may be the
Company, or any affiliate of the Company, on such terms
and conditions as the Company may choose.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions
allocable to principal and any Realized Losses
allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this
Certificate will remain outstanding under the Agreement
and the Holder hereof may have additional obligations
with respect to this Certificate, including tax
liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and
provisions of the Agreement.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: Bankers Trust Company,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates
referred to in the within-mentioned Agreement.
Bankers Trust Company,
as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and
supplemented from time to time, the "Agreement"), dated
as of January 1, 1996, by and among Bankers Trust
Company, as Trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"),
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(together with any successor in interest, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master
servicer (together with any successor in interest or
successor under the Pooling Agreement referred to
below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer,
and the Trustee have entered into a Pooling and
Servicing Agreement dated as of January 1, 1996,
relating to the issuance of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1996-S3 (as in effect on the date
of this agreement, the "Original Pooling Agreement,"
and as amended and supplemented from time to time, the
"Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as
agent for the Trustee for the purposes of receiving and
holding certain documents and other instruments
delivered by the Company and the Master Servicer under
the Pooling Agreement, all upon the terms and
conditions and subject to the limitations hereinafter
set forth;
NOW, THEREFORE, in consideration of the
premises and the mutual covenants and agreements
hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as
follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and
not defined herein shall have the meanings assigned in
the Original Pooling Agreement, unless otherwise
required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent;
Acceptance of Mortgage Files. The Custodian, as the
duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to
the Mortgage Loans identified on the schedule attached
hereto (the "Mortgage Files") and declares that it
holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all
present and future Certificateholders.
Section 2.2. Recordation of Assignments. If
any Mortgage File includes one or more assignments to
the Trustee of Mortgage Notes and related Mortgages
that have not been recorded, each such assignment shall
be delivered by the Custodian to the Company for the
purpose of recording it in the appropriate public
office for real property records, and the Company, at
no expense to the Custodian, shall promptly cause to be
recorded in the appropriate public office for real
property records each such assignment and, upon receipt
thereof from such public office, shall return each such
assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the
Custodian shall deliver to the Trustee an Initial
Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage
Loan listed on the Schedule attached hereto (the
"Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance
of the Certificates, the Custodian agrees, for the
benefit of Certificateholders, to review, in accordance
with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the
Trustee an Interim Certification in the form annexed
hereto as Exhibit Two to the effect that all documents
required to be delivered pursuant to Section 2.01(b) of
the Pooling Agreement have been executed and received
and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for
any exceptions listed on Schedule A attached to such
Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to
Section 2.01(c) of the Pooling Agreement, the Custodian
agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section
2.02 of the Pooling Agreement, each such document, and
shall deliver to the Trustee either (i) an Interim
Certification in the form attached hereto as Exhibit
Two to the effect that all such documents relate to the
Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule
A attached to such Interim Certification or (ii) a
Final Certification as set forth in subsection (c)
below. The Custodian shall be under no duty or
obligation to inspect, review or examine said
documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or
appropriate for the represented purpose or that they
have actually been recorded or that they are other than
what they purport to be on their face. If in
performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting
a part of a Mortgage File to be defective in any
material respect, the Custodian shall promptly so
notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the
Master Servicer, signed by a Servicing Officer, that
the Master Servicer or a Subservicer, as the case may
be, has made a deposit into the Certificate Account in
payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such
Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required
to be in the Mortgage Files the Custodian shall deliver
to the Trustee a Final Certification in the form
annexed hereto as Exhibit Three evidencing the
completeness of the Mortgage Files.
Upon receipt of written request from the
Trustee, the Custodian shall as soon as practicable
supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the
Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the
Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth
in the Pooling Agreement or by a Seller in a Seller's
Agreement or by Residential Funding or the Company in
the Assignment Agreement with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall
give prompt written notice to the Company, the Master
Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release
of Mortgage Files. Upon the repurchase or substitution
of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage
Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer
shall immediately notify the Custodian by a
certification (which certification shall include a
statement to the effect that all amounts received or to
be received in connection with such payment which are
required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have
been or will be so deposited) of a Servicing Officer
and shall request delivery to it of the Mortgage File.
The Custodian agrees, upon receipt of such
certification and request, promptly to release to the
Master Servicer the related Mortgage File. The Master
Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect
to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the
servicing or foreclosures of any Mortgage Loan,
including, for this purpose, collection under any
Primary Insurance Policy or any Mortgage Pool Insurance
Policy, the Master Servicer shall deliver to the
Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document
constituting part, of the Mortgage File be released to
the Master Servicer and certifying as to the reason for
such release and that such release will not invalidate
any insurance coverage provided in respect of the
Mortgage Loan under any of the Required Insurance
Policies. With such certificate, the Master Servicer
shall deliver to the Custodian a trust receipt signed
by a Servicing Officer on behalf of the Master
Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File or such
document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein
so released to be returned to the Custodian when the
need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Custodial Account or (ii)
the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating
or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially
or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery.
In the event of the liquidation of a Mortgage Loan, the
Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account
as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the
event that any assumption agreement or substitution of
liability agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance
with the terms and provisions of the Pooling Agreement,
the Master Servicer shall notify the Custodian that
such assumption or substitution agreement has been
completed by forwarding to the Custodian the original
of such assumption or substitution agreement, which
shall be added to the related Mortgage File and, for
all purposes, shall be considered a part of such
Mortgage File to the same extent as all other documents
and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of
the Trustee. With respect to each Mortgage Note,
Mortgage and other documents constituting each Mortgage
File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the
Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other
than the Trustee, holds such documents for the benefit
of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set
forth in this Agreement. Except upon compliance with
the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting
a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or
otherwise released from the possession of the
Custodian.
Section 3.2. Indemnification. The Company
hereby agrees to indemnify and hold the Custodian
harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in
equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or
with which the Custodian may be threatened by reason of
its acting as custodian under this Agreement, including
indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the
cost of defending any action, suit or proceedings or
resisting any claim. Notwithstanding the foregoing, it
is specifically understood and agreed that in the event
any such claim, liability, loss, action, suit or
proceeding or other expense, fee or charge shall have
been caused by reason of any negligent act, negligent
failure to act or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach
of its duties hereunder, the indemnification provisions
of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates.
The Custodian in its individual or any other capacity
may become the owner or pledgee of Certificates with
the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay
Custodian's Fees and Expenses. The Master Servicer
covenants and agrees to pay to the Custodian from time
to time, and the Custodian shall be entitled to,
reasonable compensation for all services rendered by it
in the exercise and performance of any of the powers
and duties hereunder of the Custodian, and the Master
Servicer will pay or reimburse the Custodian upon its
request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense,
disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee
May Remove Custodian. The Custodian may resign from
the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as
Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt
notice thereof to the Company, the Master Servicer and
the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning
Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have
been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation,
the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a
successor Custodian.
The Trustee may remove the Custodian at any
time. In such event, the Trustee shall appoint, or
petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to
supervision or examination by federal or state
authority and shall be able to satisfy the other
requirements contained in Section 3.7 and shall be
unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian
and appointment of a successor Custodian pursuant to
any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the
successor Custodian. The Trustee shall give prompt
notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor
Custodian shall be appointed by the Trustee without the
prior approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of
Custodian. Any Person into which the Custodian may be
merged or converted or with which it may be
consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Custodian
shall be a party, or any Person succeeding to the
business of the Custodian, shall be the successor of
the Custodian hereunder, without the execution or
filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 3.7. Representations of the
Custodian. The Custodian hereby represents that it is
a depository institution subject to supervision or
examination by a federal or state authority, has a
combined capital and surplus of at least $10,000,000
and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices,
requests, consents and demands and other communications
required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in
writing and, unless otherwise specifically provided,
may be delivered personally, by telegram or telex, or
by registered or certified mail, postage prepaid,
return receipt requested, at the addresses specified on
the signature page hereof (unless changed by the
particular party whose address is stated herein by
similar notice in writing), in which case the notice
will be deemed delivered when received.
Section 4.2. Amendments. No modification or
amendment of or supplement to this Agreement shall be
valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company,
the Master Servicer nor the Trustee shall enter into
any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling
Agreement and furnish the Custodian with written copies
thereof.
Section 4.3. Governing Law. This Agreement
shall be deemed a contract made under the laws of the
State of New York and shall be construed and enforced
in accordance with and governed by the laws of the
State of New York.
Section 4.4. Recordation of Agreement. To
the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public
offices for real property records in all the counties
or other comparable jurisdictions in which any or all
of the properties subject to the Mortgages are
situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by
the Master Servicer and at its expense on direction by
the Trustee (pursuant to the request of holders of
Certificates evidencing undivided interests in the
aggregate of not less than 25% of the Trust Fund), but
only upon direction accompanied by an Opinion of
Counsel reasonably satisfactory to the Master Servicer
to the effect that the failure to effect such
recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the
recordation of this Agreement as herein provided and
for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the
same instrument.
Section 4.5. Severability of Provisions. If
any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or
the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is
executed as of the date first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New york 10006
Attention: Residential Funding Corporation
Series 1996-S3
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:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of January, 1996, before me,
a notary public in and for said State, personally
appeared _______________________, known to me to be a
Vice President of Bankers Trust Company, a New York
banking corporation that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said corporation and
acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary
Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 1996, before me,
a notary public in and for said State, personally
appeared ________________________, known to me to be a
Trust Officer of Norwest Bank Minnesota, National
Association, a national banking association that
executed the within instrument, and also known to me to
be the person who executed it on behalf of said
national banking association, and acknowledged to me
that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of January, 1996, before me,
a notary public in and for said State, personally
appeared ________________, known to me to be a Vice
President of 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 NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 30th day of January, 1996, before me,
a notary public in and for said State, personally
appeared ________________, known to me to be a Director
of Residential Funding Corporation, one of the
corporations that executed the within instrument, and
also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
_________________, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
19936-S3
Re: Custodial Agreement dated as of January
1, 1996, by and among Bankers Trust
Company, Residential Funding Mortgage
Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-
Through Certificates, Series 1996-S3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-
captioned Custodial Agreement, and subject to Section
2.02 of the Pooling Agreement, the undersigned, as
Custodian, hereby certifies that it has received a
Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule.
Capitalized words and phrases used herein
shall have the respective meanings assigned to them in
the above-captioned Custodial Agreement.
NORWEST BANK
MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
__________________, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1996-S3
Re: Custodial Agreement dated as of January
1, 1996, by and among Bankers Trust
Company, Residential Funding Mortgage
Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-
Through Certificates, Series 1996-S3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-
captioned Custodial Agreement, the undersigned, as
Custodian, hereby certifies that it has received a
Mortgage File to the extent required pursuant to
Section 2.01(b) of the Pooling Agreement with respect
to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the
Mortgage Loan Schedule and has determined that: all
required documents have been executed and received and
that such documents related to the Mortgage Loans
identified on the Mortgage Loan Schedule, with any
exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein
shall have the respective meanings assigned to them in
the above-captioned Custodial Agreement.
NORWEST BANK
MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_______________, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1996-S3
Re: Custodial Agreement dated as of January
1, 1996, by and among Bankers Trust
Company, Residential Funding Mortgage
Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-
Through Certificates, Series 1996-S3
Ladies and Gentlemen:
In accordance with Section 2.3 of the
above-captioned Custodial Agreement, the undersigned,
as Custodian, hereby certifies that it has received a
Mortgage File with respect to each Mortgage Loan listed
in the Mortgage Loan Schedule containing (I) with
respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to
the Trustee or an original lost note affidavit
from the related Seller or Residential Funding
stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of
recording indicated thereon or a copy of the
Mortgage certified by the public recording office
in which such mortgage has been recorded;
(iii) An original Assignment of the
Mortgage to the Trustee with evidence of recording
indicated thereon or a copy of such assignment
certified by the public recording office in which
such assignment has been recorded;
(iv) With respect to each Mortgage Loan other
than a Cooperative Loan, the original recorded
assignment or assignments of the Mortgage showing
an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee
or a copy of such assignment or assignments of the
Mortgage certified by the public recording office
in which such assignment or assignments have been
recorded; and
(v) The original of each modification,
assumption agreement or preferred loan agreement,
if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or
preferred loan agreement certified by the public
recording office in which such document has been
recorded;
and (II) with respect to each Cooperative Loan so
assigned:
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the
Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease
and the Assignment of Proprietary Lease to the
originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from
such originator to the Trustee;
(iii) The related Cooperative Stock
Certificate, representing the related Cooperative Stock
pledged with respect to such Cooperative Loan, together
with an undated stock power (or other similar
instrument) executed in blank;
(iv) The original recognition agreement by
the Cooperative of the interests of the mortgagee with
respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by
the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof,
evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments
of the security interest referenced in clause (vi)
above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the
originator under the Security Agreement and the
Assignment of Proprietary Lease;
(viii) An executed assignment of the
interest of the originator in the Security Agreement,
Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the
Trustee;
(ix) The original of each modification,
assumption agreement or preferred loan agreement, if
any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement
showing the Master Servicer as debtor, the Company as
secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a
form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
Capitalized words and phrases used herein
shall have the respective meanings assigned to them in
the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 01/22/96 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 15.15.49 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S3
CUTOFF : 01/01/96
POOL : 0004191
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL
LOAN FEATURE
MORTGAGOR NAME ORIG TERM PRINCIPAL BAL
# OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I
LTV
ADDRESS LINE 2 CURR NET CURRENT P+I
VALUE
CITY STATE ZIP LOAN PURP NOTE DATE
MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE
MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
_________________________________________________________________
_____________
1424219 935/728 F 69,500.00
ZZ
TELLEZ JEFFREY L 360 69,280.97
1
472 YORKTOWN ROAD 8.375 528.25
80
8.125 528.25
86,900.00
GREENWOOD IN 46142 1 07/12/95
00
0380144841 05 09/01/95
0
9501022 O 08/01/25
0
1432095 920/728 F 358,000.00
ZZ
COLEMAN SANDRA J 355 358,000.00
1
12082 REDHILL AVENUE 8.250 2,698.26
78
8.000 2,698.26
460,000.00
SANTA ANA CA 92705 4 12/07/95
00
0380298373 05 02/01/96
0
954650 O 08/01/25
0
1434743 E22/728 F 300,000.00
ZZ
TOCZAUER TIBOR 360 299,803.76
1
6100 WINNETKA AVENUE 8.125 2,227.49
75
7.875 2,227.49
400,000.00
LOS ANGELES CA 91367 5 11/01/95
00
0410021349 05 01/01/96
0
0410021349 O 12/01/25
0
1436663 776/728 F 523,200.00
ZZ
MAZDISNIAN FARIBORZ 360 521,633.13
1
154 ASHDALE PLACE 8.625 4,069.40
77
8.375 4,069.40
680,000.00
LOS ANGELES CA 90049 1 07/27/95
00
0380171224 05 09/01/95
0
1
2122215 O 08/01/25
0
1437217 731/728 F 142,500.00
ZZ
PRICE PAMELA K 360 141,997.53
1
5 LULLWATER ESTATE ROAD 9.500 1,198.22
74
9.250 1,198.22
195,000.00
ATLANTA GA 30307 1 05/05/95
00
0380179482 01 07/01/95
0
3140660442 O 06/01/25
0
1437759 076/076 F 1,000,000.00
ZZ
CARTUN ALLAN J 360 998,122.27
1
585 ROUND HILL RD 8.375 7,600.73
59
8.125 7,600.73
1,700,000.00
GREENWICH CT 06830 5 09/18/95
00
5118992 05 11/01/95
0
5118992 O 10/01/25
0
1438774 723/728 F 437,000.00
ZZ
FORD GLEN R 360 436,114.47
1
633 HARBOR COLONY COURT 8.000 3,206.55
79
7.750 3,206.55
560,000.00
REDWOOD CITY CA 94065 2 08/29/95
00
0380253121 09 11/01/95
0
8149 O 10/01/25
0
1439745 051/728 F 254,700.00
ZZ
MCCORMICK PATRICK J 360 254,060.12
1
1738 INDIAN LANE 8.375 1,935.90
90
8.125 1,935.90
283,000.00
PRESCOTT AZ 86303 1 08/22/95
11
0380188855 05 10/01/95
25
30101627 O 09/01/25
0
1440228 232/232 F 379,950.00
ZZ
CHA JAY 360 379,236.55
1
9908 ASPEN KNOLL COURT 8.375 2,887.90
90
8.125 2,887.90
422,204.00
LAS VEGAS NV 89117 1 09/12/95
10
10863258 03 11/01/95
25
10863258 O 10/01/25
0
1
1441932 744/728 F 210,350.00
ZZ
MICHALAK THOMAS A 360 209,834.84
1
5340 MATTHEW TERRACE 8.500 1,617.41
80
8.250 1,617.41
262,950.00
FREMONT CA 94555 1 08/23/95
00
0380203142 03 10/01/95
0
74673 O 09/01/25
0
1442921 356/728 F 322,000.00
ZZ
MANZANARES RUDOLFO 360 321,598.30
1
822 HAWTHORNE PLACE S 8.375 2,447.44
77
8.125 2,447.44
420,000.00
SAN FRANCISCO CA 94080 2 10/02/95
00
0380245952 05 12/01/95
0
2317600 O 11/01/25
0
1442957 180/728 F 592,000.00
ZZ
ROCHA VALDEMAR 360 591,280.18
1
5469 SIERRA ROAD 8.500 4,551.97
32
8.250 4,551.97
1,900,000.00
SAN JOSE CA 95132 2 10/19/95
00
0380282682 05 12/01/95
0
3572278 O 11/01/25
0
1443437 935/728 F 53,200.00
ZZ
HOLDREN BETTY J 360 53,116.53
1
171 JORDAN DRIVE 8.500 409.07
80
8.250 409.07
66,500.00
FRANKLIN IN 46131 2 10/06/95
00
0380219908 05 12/01/95
0
95001038 O 11/01/25
0
1443848 776/728 F 640,000.00
ZZ
DAVIS CLARK S 360 638,392.09
1
4 GOLDRING PLACE 8.375 4,864.46
80
8.125 4,864.46
800,000.00
ROLLING HILLS E CA 90274 2 08/25/95
00
0380228610 05 10/01/95
0
2122725 O 09/01/25
0
1444269 773/728 F 250,000.00
ZZ
SCHARF ARON 360 169,771.99
1
86 HARRISON AVENUE 8.625 1,944.48
63
8.375 1,944.48
400,000.00
1
HIGHLAND PARK NJ 08904 5 01/06/92
00
0380235870 05 03/01/92
0
6944190 O 02/01/22
0
1445738 776/728 F 212,000.00
ZZ
SAYEGH DIMITRI N 360 211,611.97
1
450 SOUTH ARNAZ DRIVE 8.500 1,630.10
80
8.250 1,630.10
265,000.00
LOS ANGELES CA 90048 1 09/08/95
00
0380308206 05 11/01/95
0
2124085 O 10/01/25
0
1446655 736/728 F 208,500.00
ZZ
GONZALEZ RENE H 360 208,118.39
1
16520 CALLE PULIDO 8.500 1,603.18
74
8.250 1,603.18
285,000.00
SAN DIEGO CA 92128 2 09/22/95
00
0380226721 03 11/01/95
0
449051 O 10/01/25
0
1446660 776/728 F 167,600.00
ZZ
JOHNSON ELEANOR M 360 167,293.24
1
11667 GORHAM AVENUE NO 102 8.500 1,288.70
80
8.250 1,288.70
209,500.00
LOS ANGELES CA 90049 1 09/12/95
00
0380228933 01 11/01/95
0
2122928 O 10/01/25
0
1446695 028/728 F 47,000.00
ZZ
MARK THOMAS W 360 46,918.28
1
1116 WELLESLEY AVENUE 8.750 369.75
40
8.500 369.75
120,000.00
MODESTO CA 95350 5 09/07/95
00
0380300088 05 11/01/95
0
143861 O 10/01/25
0
1446830 936/728 F 587,000.00
ZZ
NGUYEN MINH N 360 587,000.00
1
2541 VIA LA SELVA 7.875 4,256.16
78
7.625 4,256.16
755,000.00
PALOS VERDES ES CA 90274 2 12/06/95
00
0380304122 05 02/01/96
0
1903327540 O 01/01/26
0
1
1446930 664/728 F 184,000.00
ZZ
YASHARPOUR SAMI 360 183,654.48
1
6520 SHOUP AVENUE 8.375 1,398.54
73
8.125 1,398.54
254,000.00
WEST HILLS AREA CA 91307 1 09/22/95
00
0380232935 05 11/01/95
0
2061091 O 10/01/25
0
1447033 B91/728 F 522,900.00
ZZ
PAPADOPOULOS ARISTIDES 360 522,247.71
1
15307 VIA DE LAS OLAS 8.375 3,974.42
70
8.125 3,974.42
750,000.00
PACIFIC PALISAD CA 90272 2 10/15/95
00
0380247750 05 12/01/95
0
1951000403 O 11/01/25
0
1447241 575/575 F 117,000.00
T
ESTEP GEORGE R 360 116,581.74
1
CE25 HEMLOCK DRIVE 7.750 838.20
90
7.625 838.20
130,000.00
NINEVEH IN 46164 1 07/12/95
10
1229129 05 09/01/95
25
1229129 O 08/01/25
0
1447329 559/728 F 300,000.00
ZZ
COOPER JAMES K 360 299,616.08
1
2 BELLEVUE AVENUE 8.250 2,253.80
53
8.000 2,253.80
575,000.00
BELVEDERE CA 94920 1 10/20/95
00
0380256215 05 12/01/95
0
0399592 O 11/01/25
0
1447335 764/728 F 247,500.00
ZZ
PARK JAI H 360 247,342.18
1
12105 FALCON CREST WAY 8.250 1,859.38
75
8.000 1,859.38
330,000.00
LOS ANGELES CA 91326 1 11/14/95
00
0380275074 03 01/01/96
0
889873 O 12/01/25
0
1447369 232/232 F 128,000.00
T
GABRICK NORMAN M 360 127,717.17
1
1
940 WATERS AVENUE 9.000 1,029.92
80
#102 8.750 1,029.92
160,000.00
ASPEN CO 81611 1 08/18/95
00
10834773 01 10/01/95
0
10834773 O 09/01/25
0
1447378 439/439 F 337,500.00
ZZ
SHEDAROWICH DANIEL 360 337,050.16
1
31 ABETO 8.050 2,488.23
90
7.925 2,488.23
375,000.00
IRVINE CA 92720 1 09/27/95
10
1805177 03 12/01/95
25
1805177 O 11/01/25
0
1447405 776/728 F 213,750.00
ZZ
PERES JOHN R 360 213,397.11
1
885 WEST BALLINA COURT 9.000 1,719.88
95
8.750 1,719.88
225,000.00
THOUSAND OAKS CA 91320 1 09/08/95
14
0380231929 05 11/01/95
30
2124057 O 10/01/25
0
1447546 B98/728 F 370,000.00
ZZ
LEONG LESLIE C 360 369,764.06
1
739 GLENBOROUGH DRIVE 8.250 2,779.69
75
8.000 2,779.69
495,000.00
MOUNTAIN VIEW CA 94041 2 11/06/95
00
0380275173 05 01/01/96
0
510036 O 12/01/25
0
1447566 559/728 F 415,750.00
ZZ
SCHWARTZ DAVID M 360 415,257.30
1
21 MADERA AVENUE 8.625 3,233.67
80
8.375 3,233.67
519,710.00
SAN CARLOS CA 94070 4 10/29/95
00
0380270208 05 12/01/95
0
0389908 O 11/01/25
0
1447652 450/728 F 269,900.00
ZZ
NADEAU KEVIN 360 269,380.12
1
23120 MODOC COURT 8.250 2,027.67
90
8.000 2,027.67
299,900.00
GAVILIAN HILLS CA 92570 1 09/19/95
14
0380232521 05 11/01/95
25
1
3958709 O 10/01/25
0
1447895 764/728 F 568,700.00
ZZ
YU MICHAEL A 360 568,700.00
1
4 BRIGADIER 8.375 4,322.53
69
8.125 4,322.53
825,000.00
IRVINE CA 92715 2 12/13/95
00
0380298852 03 02/01/96
0
889878 O 01/01/26
0
1448234 232/232 F 199,100.00
ZZ
WESTRATE HEATHER L 360 198,735.58
1
6734 LAKEVIEW 8.500 1,530.91
76
8.250 1,530.91
264,500.00
BOULDER CO 80303 1 09/25/95
00
10834929 05 11/01/95
0
10834929 O 10/01/25
0
1448292 559/728 F 246,000.00
ZZ
SONENBERG FREDRIC 360 245,843.13
1
117 FAIR OAKS STREET 8.250 1,848.12
79
8.000 1,848.12
315,000.00
SAN FRANCISCO CA 94110 5 11/10/95
00
0380272188 01 01/01/96
0
0402511 O 12/01/25
0
1448301 B74/728 F 847,000.00
ZZ
GORDON JONATHAN M 360 846,486.88
1
334 MESA ROAD AREA 8.500 6,512.70
75
8.250 6,512.70
1,130,000.00
SANTA MONICA CA 90402 2 11/29/95
00
0380291915 05 01/01/96
0
955683 O 12/01/25
0
1448306 638/728 F 555,000.00
ZZ
TOMASI JR ROBERT E 360 554,325.18
1
15712 OAK KNOLL DRIVE 8.500 4,267.47
59
8.250 4,267.47
955,000.00
LOS GATOS CA 95030 1 10/24/95
00
0380267303 05 12/01/95
0
8520009 O 11/01/25
0
1
1448315 757/757 F 364,000.00
ZZ
KELLETT WILLIAM 360 363,509.89
1
999 GARRISON TR 8.000 2,670.91
80
7.750 2,670.91
455,000.00
CANTON GA 30114 1 10/03/95
00
2593382 05 12/01/95
0
2593382 O 11/01/25
0
1448467 776/728 F 332,000.00
ZZ
SPEES JONATHAN J 360 331,407.73
1
1808 MARINE STREET 8.625 2,582.26
80
8.375 2,582.26
415,000.00
SANTA MONICA CA 90405 1 09/15/95
00
0380235730 05 11/01/95
0
2124066 O 10/01/25
0
1448600 105/728 F 258,400.00
ZZ
BOYCE W C 360 258,093.78
1
7 WATCHWATER COURT 8.625 2,009.81
80
8.375 2,009.81
323,000.00
ROCKVILLE MD 20850 1 10/13/95
00
0380245804 03 12/01/95
0
0737015 O 11/01/25
0
1449056 963/728 F 280,000.00
ZZ
JAMISON DENNIS M 360 280,000.00
1
13501 SW 69 COURT 8.125 2,078.99
80
7.875 2,078.99
350,000.00
MIAMI FL 33156 1 12/15/95
00
0380303439 05 02/01/96
0
950305 O 01/01/26
0
1449530 559/728 F 338,900.00
ZZ
FARAH STEVEN N 360 338,477.23
1
15212 SE NORTHSHORE DRIVE 8.375 2,575.89
80
8.125 2,575.89
423,636.00
VANCOUVER WA 98684 1 10/06/95
00
0380248501 05 12/01/95
0
0389205 O 11/01/25
0
1449583 491/491 F 281,150.00
ZZ
SNOW CEDRIC W 360 280,478.83
1
3830 FIR CIRCLE 8.625 2,186.76
86
8.375 2,186.76
330,000.00
1
SEAL BEACH CA 90740 2 08/03/95
14
60050578 05 10/01/95
25
60050578 O 09/01/25
0
1449624 491/491 F 269,100.00
ZZ
JACOBY HELEN F 360 268,423.90
1
3069 CALLE MARIPOSA 8.375 2,045.36
90
8.125 2,045.36
299,000.00
SANTA BARBARA CA 93105 1 08/18/95
04
60106387 05 10/01/95
25
60106387 O 09/01/25
0
1449625 491/491 F 240,290.00
ZZ
BARNET SUSAN E 360 239,730.90
1
3232 ETTRICK STREET 8.750 1,890.37
90
8.500 1,890.37
267,000.00
LOS ANGELES CA 90027 1 08/14/95
04
60106913 05 10/01/95
25
60106913 O 09/01/25
0
1449644 491/491 F 292,500.00
BB
VAN WINKLE DIANA 360 291,836.74
1
7082 BRET HARTE DRIVE 8.875 2,327.27
90
8.625 2,327.27
325,000.00
SAN JOSE CA 95120 1 08/14/95
14
60155787 05 10/01/95
25
60155787 O 09/01/25
0
1449672 491/491 F 324,000.00
ZZ
BATISTA JUAN E 360 323,143.55
1
5520 LITTLEBOW ROAD 8.125 2,405.70
90
7.875 2,405.70
360,000.00
RANCHO PALOS VE CA 90275 1 08/25/95
04
60238178 05 10/01/95
25
60238178 O 09/01/25
0
1449674 491/491 F 251,950.00
ZZ
LUND DANA 360 251,300.69
1
747 SIERRA STREET 8.250 1,892.82
90
8.000 1,892.82
279,975.00
EL SEGUNDO CA 90245 1 08/16/95
10
60239760 05 10/01/95
25
60239760 O 09/01/25
0
1
1450020 334/728 F 277,500.00
ZZ
KONTOS PAUL 360 276,923.30
1
112 BAYPOINT DRIVE 7.875 2,012.07
75
7.625 2,012.07
370,000.00
SAN RAFAEL CA 94901 1 09/08/95
00
0380243551 03 11/01/95
0
969238 O 10/01/25
0
1450363 936/728 F 330,250.00
ZZ
SING BRIAN S 360 329,793.94
1
4682 SANTORINI DRIVE 7.875 2,394.55
90
7.625 2,394.55
367,369.00
CYPRESS CA 90630 1 10/26/95
10
0380268723 05 12/01/95
25
1927631 O 11/01/25
0
1450369 559/728 F 261,000.00
ZZ
LERNER YAKOV M 360 260,845.90
1
824 LURLINE DRIVE 8.625 2,030.04
80
8.375 2,030.04
329,000.00
FOSTER CITY CA 94404 2 11/01/95
00
0380271339 05 01/01/96
0
0405704 O 12/01/25
0
1450402 B38/728 F 223,250.00
ZZ
NACIONALES VIRGILIO P 360 223,118.19
1
632 S ORANGE DRIVE 8.625 1,736.42
95
8.375 1,736.42
235,000.00
LOS ANGELES CA 90036 1 11/01/95
11
0380265653 05 01/01/96
30
W01898 O 12/01/25
0
1450403 776/728 F 350,000.00
ZZ
LIZARDO FRANCO S 360 349,563.38
1
2568 HALLMARK DRIVE 8.375 2,660.26
72
8.125 2,660.26
490,000.00
BELMONT CA 94002 2 10/03/95
00
0380248832 05 12/01/95
0
6224265 O 11/01/25
0
1450432 776/728 F 287,100.00
ZZ
TAMBORELLI JOHN V 360 286,723.12
1
1
4900 HEAVEN AVENUE 8.125 2,131.71
90
7.875 2,131.71
319,588.00
WOODLAND HILLS CA 91364 1 10/13/95
10
0380245135 05 12/01/95
25
2121925 O 11/01/25
0
1450516 367/367 F 295,751.96
ZZ
SCHREIBER HELMUT 338 295,047.14
1
2305 WILLIAMS AVENUE 8.000 2,205.06
64
7.750 2,205.06
467,500.00
VIENNA VA 22182 2 10/20/95
00
75256290 05 11/01/95
0
75256290 O 12/01/23
0
1450520 369/728 F 225,700.00
ZZ
TAILLON MICHAEL R 360 225,418.44
1
73 S CONCORD FOREST DRIVE 8.375 1,715.49
95
8.125 1,715.49
238,608.00
THE WOODLANDS TX 77381 1 10/10/95
12
0380254939 03 12/01/95
30
49304058 O 11/01/25
0
1450552 559/728 F 438,000.00
ZZ
HO LARRY G 360 437,713.48
1
965 HAYMAN PLACE 8.125 3,252.14
68
7.875 3,252.14
650,000.00
LOS ALTOS CA 94024 2 11/02/95
00
0380270695 05 01/01/96
0
0403568 O 12/01/25
0
1450580 881/728 F 600,000.00
ZZ
LEW MICHAEL W 360 599,607.52
1
1381 WEST HAVEN 8.125 4,454.98
80
7.875 4,454.98
750,000.00
SAN MARINO CA 91108 1 11/21/95
00
0380282773 05 01/01/96
0
105160 O 12/01/25
0
1450627 626/728 F 270,000.00
ZZ
CROSBY ROSS E 360 269,688.17
1
4045 PEARL ROAD 8.750 2,124.10
72
8.500 2,124.10
380,000.00
POLLOCK PINES CA 95726 5 10/10/95
00
0380247255 03 12/01/95
0
1
826354 O 11/01/25
0
1450697 573/728 F 238,925.00
ZZ
JASNOW EDWARD 360 238,780.26
1
1718 MIDLOTHIAN DRIVE 8.500 1,837.13
95
8.250 1,837.13
251,500.00
PASADENA CA 91104 1 11/06/95
11
0380284068 05 01/01/96
30
705012 O 12/01/25
0
1450702 765/728 F 242,600.00
ZZ
D'AMATO JOSEPH 360 242,281.53
1
5138 PICASSO DRIVE 8.125 1,801.30
95
7.875 1,801.30
255,478.00
CHINO HILLS CA 91709 1 10/05/95
11
0380247248 03 12/01/95
30
310420 O 11/01/25
0
1450797 559/728 F 169,000.00
ZZ
KIM SANG W 360 168,892.23
1
2175 26TH AVENUE 8.250 1,269.65
63
8.000 1,269.65
269,000.00
SAN FRANCISCO CA 94116 1 11/06/95
00
0380273038 05 01/01/96
0
0408781 O 12/01/25
0
1450807 559/728 F 165,000.00
ZZ
VILLAGOMEZ MARIA 360 164,772.14
1
540 SIXTH AVENUE 7.875 1,196.37
75
7.625 1,196.37
220,000.00
MENLO PARK CA 94025 1 10/31/95
00
0380266966 05 12/01/95
0
0405274 O 11/01/25
0
1450817 E19/728 F 226,400.00
ZZ
GREY JENNIFER 360 226,248.09
1
5336 VELOZ AVENUE 8.000 1,661.24
80
7.750 1,661.24
283,000.00
TARZANA AREA CA 91356 2 11/13/95
00
0380277336 05 01/01/96
0
100002325 O 12/01/25
0
1
1451540 375/728 F 371,000.00
ZZ
MARTINA VICTOR J 360 370,338.15
1
2132 SIERRA VENTURA DRIVE 8.625 2,885.60
66
8.375 2,885.60
565,000.00
LOS ALTOS CA 94024 2 09/05/95
00
0380280082 05 11/01/95
0
397486 O 10/01/25
0
1451570 559/728 F 220,000.00
ZZ
HENDRIX MARY R 360 219,870.11
1
19735 OAKMONT DRIVE 8.625 1,711.14
75
8.375 1,711.14
294,000.00
LOS GATOS CA 95030 2 11/03/95
00
0380271297 05 01/01/96
0
0408450 O 12/01/25
0
1451572 559/728 F 650,000.00
ZZ
ZATS BORIS 360 649,574.82
1
196 AUSTIN AVENUE 8.125 4,826.22
68
7.875 4,826.22
970,000.00
ATHERTON CA 94027 1 11/06/95
00
0380271107 05 01/01/96
0
0480617 O 12/01/25
0
1451579 E22/728 F 162,000.00
ZZ
RANSOM MARLON D 360 161,808.03
1
5 REDROCK LANE 8.625 1,260.02
80
8.375 1,260.02
202,500.00
POMONA CA 91766 5 10/12/95
00
0410029979 05 12/01/95
0
0410029979 O 11/01/25
0
1451584 776/728 F 288,000.00
ZZ
WHITE MICHAEL C 360 287,825.52
1
4269 LITTLEWORTH WAY 8.500 2,214.48
69
8.250 2,214.48
420,000.00
SAN JOSE CA 95135 5 11/03/95
00
0380279464 05 01/01/96
0
6225379 O 12/01/25
0
1451600 171/728 F 326,000.00
ZZ
O'BRIEN CHARLES W 360 326,000.00
1
773 ALTA VISTA WAY 8.250 2,449.13
75
8.000 2,449.13
435,000.00
1
ARROYO GRANDE CA 93420 5 12/01/95
00
0380309329 05 02/01/96
0
32055581 O 01/01/26
0
1451645 776/728 F 650,000.00
ZZ
POLERA GEORGE F 360 649,229.72
1
6760 TOMIYASU LANE 8.625 5,055.64
55
8.375 5,055.64
1,200,000.00
LAS VEGAS NV 89120 5 10/19/95
00
0380247776 05 12/01/95
0
6325516 O 11/01/25
0
1451647 776/728 F 335,000.00
ZZ
BROWN JAMES W 360 334,592.66
1
5851 LANCEFIELD DRIVE 8.500 2,575.87
80
8.250 2,575.87
419,000.00
HUNTINGTON BEAC CA 92649 2 10/18/95
00
0380248634 05 12/01/95
0
6123318 O 11/01/25
0
1451700 405/405 F 270,000.00
ZZ
BANSRAJ SURESH C 360 267,604.22
1
1730 RISDON RD 7.875 1,957.69
90
7.625 1,957.69
300,000.00
CONCORD CA 94518 1 09/26/95
10
3764610 05 11/01/95
25
3764610 O 10/01/25
0
1451708 405/405 F 307,500.00
ZZ
JONES ARNETT L 360 306,876.87
1
11441 SEINE COURT 8.000 2,256.33
87
7.750 2,256.33
357,500.00
DUBLIN CA 94568 1 09/22/95
21
3764677 03 11/01/95
25
3764677 O 10/01/25
0
1451780 A26/728 F 450,000.00
ZZ
FISHMAN MENACHEM N 360 450,000.00
3
1632 40TH STREET 7.750 3,223.86
75
7.500 3,223.86
600,000.00
BROOKLYN NY 11218 1 12/12/95
00
0380294307 05 02/01/96
0
5994 O 01/01/26
0
1
1451807 180/728 F 243,000.00
ZZ
FARLEY THOMAS G 360 242,852.79
1
282 NORTH QUAIL LANE 8.500 1,868.46
90
8.250 1,868.46
270,000.00
ORANGE CA 92669 1 11/14/95
12
0380301631 05 01/01/96
25
3593142 O 12/01/25
0
1451871 736/728 F 258,300.00
ZZ
MARTINO AL 360 257,985.94
1
24571 JEREMIAH DRIVE 8.500 1,986.10
90
8.250 1,986.10
287,000.00
DANA POINT CA 92629 1 10/17/95
21
0380254285 05 12/01/95
25
451240 O 11/01/25
0
1451883 776/728 F 300,000.00
ZZ
HARRIS RONALD W 360 299,596.08
1
1381 BLAISDELL LANE 8.000 2,201.29
80
7.750 2,201.29
375,000.00
LOMPOC CA 93436 2 10/11/95
00
0380257320 05 12/01/95
0
2124118 O 11/01/25
0
1451886 776/728 F 141,600.00
ZZ
COMPTON DAVID 360 141,409.35
1
342 RIDGEWAY PLACE 8.000 1,039.01
80
7.750 1,039.01
177,000.00
VENTURA CA 93004 1 10/20/95
00
0380273848 05 12/01/95
0
2124655 O 11/01/25
0
1451904 560/560 F 213,994.07
ZZ
WALKER JERRY 322 213,305.79
1
1380 UPLAND HILLS DRIVE SOUTH 8.625 1,708.31
87
8.375 1,708.31
247,000.00
UPLAND CA 91786 1 07/13/95
04
220332043 01 10/01/95
17
220332043 O 07/01/22
0
1452033 744/728 F 592,500.00
ZZ
RAND-LEWIS SUZANNE E 360 591,681.81
1
1
1007 HANLEY AVENUE 7.875 4,296.04
75
7.625 4,296.04
790,000.00
LOS ANGELES CA 90049 2 10/20/95
00
0380281031 05 12/01/95
0
74787 O 11/01/25
0
1452094 670/728 F 710,000.00
ZZ
HARRISON RICK 360 708,506.61
1
11596 KELSEY STREET 8.375 5,396.52
74
8.125 5,396.52
960,000.00
STUDIO CITY CA 91604 1 10/02/95
00
0380293374 05 12/01/95
0
2267918 O 11/01/25
0
1452163 670/728 F 715,000.00
ZZ
GILLESPIE THOMAS A 360 714,061.41
1
15578 RAPTOR ROAD 8.125 5,308.86
65
7.875 5,308.86
1,101,000.00
POWAY CA 92064 2 10/06/95
00
0380290081 05 12/01/95
0
30359597 O 11/01/25
0
1452211 450/728 F 371,900.00
ZZ
VENUGOPAL CHANDRASE 360 370,338.95
1
3683 PARKWOOD CIRCLE 7.875 2,696.53
88
7.625 2,696.53
425,000.00
PITTSFIELD TWP MI 48108 4 06/20/95
10
0380252586 05 08/01/95
20
149313 O 07/01/25
0
1452225 670/728 F 800,000.00
ZZ
PRATT DEBORAH 360 798,186.03
1
1107 CLOVER LANE 8.875 6,365.16
67
8.625 6,365.16
1,200,000.00
SANTA BARBARA CA 93108 2 08/29/95
00
0380289760 05 10/01/95
0
302871110 O 09/01/25
0
1452252 450/728 F 620,000.00
ZZ
DUVALL THOMAS 360 618,823.78
1
70 STADLER DRIVE 8.375 4,712.45
68
8.125 4,712.45
925,000.00
WOODSIDE CA 94062 2 10/05/95
00
0380280538 05 12/01/95
0
1
3943206 O 11/01/25
0
1452261 638/728 F 335,750.00
ZZ
LADYZHENSKY IGOR 360 335,320.33
1
705 NORTH DOHENY DRIVE 8.250 2,522.38
85
8.000 2,522.38
395,000.00
BEVERLY HILLS CA 90210 1 10/19/95
04
0380263575 05 12/01/95
12
8514330 O 11/01/25
0
1452265 998/998 F 350,000.00
ZZ
BURTON MICHAEL W 360 349,333.33
1
30332 GOLF CLUB DRIVE 8.000 2,568.18
50
7.750 2,568.18
700,000.00
SN JUN CPSTRN CA 92675 2 11/09/95
00
89994982 03 01/01/96
0
89994982 O 12/01/25
0
1452267 470/728 F 275,000.00
ZZ
PEREZ MARK C 360 275,000.00
1
1060 LENEVE PLACE 7.875 1,993.95
80
7.625 1,993.95
345,000.00
EL CERRITO CA 94530 2 12/04/95
00
0380301680 05 02/01/96
0
25071478 O 01/01/26
0
1452310 450/728 F 225,000.00
ZZ
PISARENKO MIKHAIL 360 224,697.05
1
12616 LITHUANIA DRIVE 8.000 1,650.97
74
7.750 1,650.97
305,000.00
LOS ANGELES CA 91344 2 10/11/95
00
0380254392 05 12/01/95
0
3959731 O 11/01/25
0
1452332 626/728 F 294,550.00
ZZ
ZINNEL STEVEN K 360 294,173.05
1
11966 OLD EUREKA WAY 8.250 2,212.86
80
8.000 2,212.86
368,240.00
GOLD RIVER CA 95670 1 10/20/95
00
0380262254 03 12/01/95
0
834440 O 11/01/25
0
1
1452362 559/728 F 260,100.00
ZZ
SINGH BALWINDER 360 259,767.14
1
33234 FALCON DRIVE 8.250 1,954.05
90
8.000 1,954.05
289,000.00
FREMONT CA 94555 1 10/20/95
10
0380250812 05 12/01/95
30
0398446 O 11/01/25
0
1452380 069/728 F 235,000.00
ZZ
KAHN MICHAEL 360 234,699.26
1
7747 JASON AVENUE 8.250 1,765.48
73
8.000 1,765.48
325,000.00
WEST HILLS AREA CA 91304 5 10/20/95
00
0380254830 05 12/01/95
0
2362062446 O 11/01/25
0
1452399 439/439 F 266,200.00
ZZ
CARRIEDO CARLOS R 360 265,859.33
1
10306 CIRCA VALLE VERDE 8.250 1,999.88
75
8.125 1,999.88
355,000.00
EL CAJON CA 92021 5 10/11/95
00
1811316 05 12/01/95
0
1811316 O 11/01/25
0
1452524 637/728 F 260,000.00
ZZ
FLYGARE DAVID N 360 260,000.00
1
1800 NORTH RIDGE ROAD 8.250 1,953.30
57
8.000 1,953.30
463,000.00
WANSHIP UT 84017 4 12/20/95
00
0380305236 05 02/01/96
0
4616538 O 01/01/26
0
1452629 596/728 F 250,000.00
ZZ
HECHT RICHARD W 360 249,654.79
1
3231 PEARL STREET 7.875 1,812.67
50
7.625 1,812.67
500,000.00
SANTA MONICA CA 90405 5 10/04/95
00
0380253345 05 12/01/95
0
49164130 O 11/01/25
0
1452692 313/728 F 60,000.00
ZZ
NARRIDO LISA C 360 59,922.43
1
2530 YARROW LANE 8.375 456.05
42
8.125 456.05
145,000.00
1
ROLLING MEADOWS IL 60008 1 10/25/95
00
0380308156 09 12/01/95
0
5759485 O 11/01/25
0
1452830 E19/728 F 460,000.00
ZZ
PLUNKETT DENNIS A 360 459,706.67
1
5601 WHITECLIFF DRIVE 8.250 3,455.83
80
8.000 3,455.83
575,000.00
RNCH PALOS VERD CA 90275 2 11/16/95
00
0380282708 05 01/01/96
0
100002865 O 12/01/25
0
1452831 E19/728 F 287,750.00
ZZ
UMINA FRANK L 360 287,546.91
1
1660 GREENWICH ROAD 7.750 2,061.48
95
7.500 2,061.48
302,900.00
SAN DIMAS CA 91773 1 11/20/95
11
0380282294 03 01/01/96
30
100002606 O 12/01/25
0
1452840 356/728 F 220,000.00
ZZ
PARK ROBERT E 360 219,859.71
1
5117 SEVERANCE DRIVE 8.250 1,652.79
87
8.000 1,652.79
255,000.00
SAN JOSE CA 95136 2 11/15/95
11
0380284175 05 01/01/96
25
2327740 O 12/01/25
0
1452847 637/728 F 334,000.00
ZZ
ABBATE VICTOR 360 334,000.00
1
23 TWIN LAKES DRIVE 8.500 2,568.18
69
8.250 2,568.18
484,000.00
COLTS NECK NJ 07722 1 12/28/95
00
0380311911 05 02/01/96
0
4037743 O 01/01/26
0
1452978 698/728 F 416,000.00
ZZ
MCDANIEL TIMOTHY 360 415,467.64
1
225 WEST CHANNEL ROAD 8.250 3,125.27
75
8.000 3,125.27
555,000.00
SANTA MONICA AR CA 90402 2 10/12/95
00
0380253972 05 12/01/95
0
10751663 O 11/01/25
0
1
1452980 405/405 F 505,000.00
ZZ
BEHARA PERSAI 360 503,665.10
1
506 N ALPINE DRIVE 8.125 3,749.62
58
7.875 3,749.62
880,000.00
BEVERLY HILLS CA 90210 1 08/24/95
00
3737111 05 10/01/95
0
3737111 O 09/01/25
0
1452997 744/728 F 500,000.00
ZZ
FENNELL VINCENT R 360 499,326.79
1
137 SADDLE BOW ROAD 8.000 3,668.82
76
7.750 3,668.82
658,000.00
BELL CANYON CA 91307 2 10/19/95
00
0380253907 05 12/01/95
0
74649 O 11/01/25
0
1453664 439/439 F 280,000.00
ZZ
LAYHEW MARK E 360 279,637.99
1
11933 MAPLECREST ST 8.200 2,093.72
71
8.075 2,093.72
395,000.00
MOORPARK CA 93021 5 10/18/95
00
1812168 05 12/01/95
0
1812168 O 11/01/25
0
1453665 439/439 F 450,000.00
ZZ
MAR WARREN 360 449,387.94
1
2120 COWPER ST 7.950 3,286.27
71
7.825 3,286.27
635,000.00
PALO ALTO CA 94301 1 10/16/95
00
1815449 05 12/01/95
0
1815449 O 11/01/25
0
1453671 439/439 F 432,000.00
ZZ
PHAN MY D 360 431,441.50
1
1658 BEN ROE AVE 8.200 3,230.30
79
8.075 3,230.30
550,000.00
LOS ALTOS CA 94024 2 10/19/95
00
1817974 05 12/01/95
0
1817974 O 11/01/25
0
1453672 076/076 F 456,300.00
ZZ
LEWIS DAVID M 360 455,443.19
1
1
24929 NORMANS WAY 8.375 3,468.21
80
8.125 3,468.21
570,430.00
CALABASAS CA 91302 1 09/20/95
00
5140702 03 11/01/95
0
5140702 O 10/01/25
0
1453800 893/728 F 130,000.00
ZZ
ALLEN SHEILA D 360 130,000.00
1
119 FRANCES WAY 8.250 976.65
80
8.000 976.65
162,500.00
PISMO BEACH CA 93449 2 12/21/95
00
0380308073 03 02/01/96
0
1453800 O 01/01/26
0
1453812 E19/728 F 495,000.00
ZZ
COTTINGHAM JOHN 360 494,684.36
1
19350 BAINTER AVENUE 8.250 3,718.77
80
8.000 3,718.77
620,000.00
LOS GATOS CA 95030 2 11/08/95
00
0380304692 05 01/01/96
0
100002883 O 12/01/25
0
1453899 686/686 F 340,000.00
ZZ
MCDANIEL JAMES R 360 339,607.33
1
6006 GRANDVIEW AVENUE 8.750 2,674.79
65
8.500 2,674.79
524,000.00
YORBA LINDA CA 92686 5 10/12/95
00
30817166804 05 12/01/95
0
30817166804 O 11/01/25
0
1453927 686/686 F 331,000.00
ZZ
DUARTE PAMELA 360 330,580.71
1
1758 NORTH FAIRFAX AVENUE 8.300 2,498.34
69
8.050 2,498.34
480,000.00
LOS ANGELES CA 90046 5 10/23/95
00
30817170830 05 12/01/95
0
30817170830 O 11/01/25
0
1453953 686/686 F 373,750.00
ZZ
RONAY ROBIN L 360 373,251.83
1
21002 KENWYN COURT 8.050 2,755.49
65
7.800 2,755.49
575,000.00
TOPANGA CA 90290 5 10/23/95
00
30817172166 05 12/01/95
0
1
30817172166 O 11/01/25
0
1454035 559/728 F 310,000.00
ZZ
BAKER WILLIAM B 360 309,781.20
1
511 KORTUM CANYON ROAD 7.750 2,220.88
48
7.500 2,220.88
650,000.00
CALISTOGA CA 94515 1 11/14/95
00
0380297425 05 01/01/96
0
0412619 O 12/01/25
0
1454053 893/728 F 283,000.00
ZZ
JAHNS THOMAS J 360 283,000.00
1
12850 CABRILLO HIGHWAY 8.500 2,176.03
40
8.250 2,176.03
725,000.00
PESCADERO CA 94060 2 12/11/95
00
0380301722 05 02/01/96
0
145053 O 01/01/26
0
1454062 731/728 F 830,000.00
ZZ
WONG CURTIS F 360 830,000.00
1
5633 NORTH NEWCASTLE LANE 8.500 6,381.98
68
8.250 6,381.98
1,225,000.00
CALABASAS AREA CA 91302 2 12/14/95
00
0380307786 03 02/01/96
0
1000911 O 01/01/26
0
1454291 637/728 F 307,500.00
ZZ
BELLOVIN MARSHALL B 360 307,500.00
1
40 MAPLE WOOD STREET 7.875 2,229.59
75
7.625 2,229.59
410,000.00
LARCHMONT NY 10538 5 12/19/95
00
0380305194 05 02/01/96
0
4737935 O 01/01/26
0
1454298 705/728 F 166,000.00
ZZ
MAROHN JAMES 360 166,000.00
1
2024 WELLINGTON COURT 8.125 1,232.55
73
7.875 1,232.55
230,000.00
WESTBURY NY 11590 2 12/08/95
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0380300690 05 02/01/96
0
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0
1
1454306 638/728 F 486,500.00
T
ROOP PAUL S 360 485,908.47
1
3095 WEST MALLARD ROAD 8.500 3,740.76
70
8.250 3,740.76
695,000.00
JACKSON WY 83001 1 10/20/95
00
0380276148 05 12/01/95
0
UNKNOWN O 11/01/25
0
1454335 559/728 F 428,000.00
ZZ
SPINRAD MICHAEL I 360 427,705.45
1
15 OAK AVENUE 7.875 3,103.30
70
7.625 3,103.30
615,000.00
KENTFIELD CA 94904 2 11/13/95
00
0380273152 05 01/01/96
0
0414433 O 12/01/25
0
1454351 526/728 F 263,500.00
ZZ
VENKATARANGAN ASHWINI K 360 263,136.13
1
4131 SALACIA DRIVE 7.875 1,910.56
88
7.625 1,910.56
302,000.00
IRVINE CA 92720 2 10/05/95
04
0380253501 05 12/01/95
25
0069099 O 11/01/25
0
1454366 B23/728 F 283,500.00
ZZ
HO JOHN T 360 283,336.89
1
13291 PRESIDIO PLACE 8.750 2,230.30
78
8.500 2,230.30
365,000.00
TUSTIN CA 92680 2 11/06/95
00
0380249723 05 01/01/96
0
88000816 O 12/01/25
0
1454374 744/728 F 148,000.00
ZZ
FOGEL DOUGLAS 360 147,810.61
1
5923 SOUTHBROOK COURT 8.250 1,111.87
76
8.000 1,111.87
197,000.00
SAN JOSE CA 95138 2 10/26/95
00
0380262130 05 12/01/95
0
75344 O 11/01/25
0
1454485 334/728 F 350,000.00
ZZ
SCHLEGEL WILLIAM L 360 349,342.78
1
1217 CALLE ARROYO 8.375 2,660.26
71
8.125 2,660.26
493,000.00
1
THOUSAND OAKS CA 91360 1 09/25/95
00
0380259102 05 11/01/95
0
41016048 O 10/01/25
0
1454661 B74/728 F 390,000.00
ZZ
LEOGRANDIS STEPHEN C 360 389,757.60
1
14851 SUNSET BLVD 8.375 2,964.28
75
8.125 2,964.28
525,000.00
PACIFIC PALISAD CA 90272 2 11/16/95
00
0380274127 05 01/01/96
0
955422 O 12/01/25
0
1454674 356/728 F 350,000.00
ZZ
LAVINGIA NICK J 360 349,776.81
1
592 BUTTONWOOD DRIVE 8.250 2,629.44
78
8.000 2,629.44
450,000.00
DANVILLE CA 94506 2 11/20/95
00
0380295007 05 01/01/96
0
2327245 O 12/01/25
0
1454676 893/728 F 311,600.00
ZZ
HORNE JOHN G 360 311,600.00
1
322 MARTIN DRIVE 8.625 2,423.59
80
8.375 2,423.59
389,500.00
APTOS CA 95003 1 12/01/95
00
0380302381 05 02/01/96
0
12919521 O 01/01/26
0
1454678 E19/728 F 400,000.00
ZZ
BAYER KENNETH G 360 400,000.00
1
125 VISTA REAL COURT 8.250 3,005.07
77
8.000 3,005.07
525,000.00
LOS GATOS CA 95032 2 12/06/95
00
0380299793 05 02/01/96
0
100002687 O 01/01/26
0
1454679 637/728 F 464,000.00
ZZ
LEBOVITZ MICHAEL S 360 464,000.00
1
27 OCEANAIRE DRIVE 7.750 3,324.16
80
7.500 3,324.16
580,000.00
RANCHO PALOS VE CA 90275 1 12/14/95
00
0380305525 05 02/01/96
0
4139242 O 01/01/26
0
1
1454856 E22/728 F 280,000.00
ZZ
COVELLO ELLEN M 360 280,000.00
1
3841 BALLANTREE LANE 8.000 2,054.54
80
7.750 2,054.54
350,000.00
AROMAS CA 95004 5 12/19/95
00
0410029045 03 02/01/96
0
0410029045 O 01/01/26
0
1454858 E22/728 F 363,000.00
ZZ
KASSAI DENES 360 362,768.53
1
6201 VIA COLINITA 8.250 2,727.10
75
8.000 2,727.10
484,000.00
RANCHO PALOS VE CA 90275 1 11/15/95
00
0410028781 05 01/01/96
0
0410028781 O 12/01/25
0
1454880 560/560 F 250,650.00
ZZ
SMITH EDWARD L 360 250,167.20
1
2520 VICTORIA CIRCLE 8.250 1,883.05
95
8.000 1,883.05
263,852.00
ALPINE CA 91901 1 09/21/95
04
450243274 05 11/01/95
30
450243274 O 10/01/25
0
1454897 560/560 F 334,400.00
ZZ
TAYLOR JAMES S 360 333,949.75
1
172 ALTURA VISTA 8.000 2,453.71
80
7.750 2,453.71
418,000.00
LOS GATOS CA 95030 1 09/29/95
00
450246624 03 12/01/95
0
450246624 O 11/01/25
0
1454929 267/267 F 600,000.00
ZZ
SCHIRRIPA JOSEPH J 360 599,192.14
1
915 N NORMAN PL 8.000 4,402.59
36
7.750 4,402.59
1,700,000.00
LOS ANGELES CA 90049 5 10/18/95
00
4366929 05 12/01/95
0
4366929 O 11/01/25
0
1454939 637/728 F 152,000.00
ZZ
VALENTINE MICHAEL R 360 151,805.47
1
1
38871 COUNTY ROAD 8.250 1,141.93
68
16-A 8.000 1,141.93
225,000.00
WOODLAND CA 95695 5 10/26/95
00
0380262395 05 12/01/95
0
16087 O 11/01/25
0
1454958 559/728 F 360,000.00
ZZ
LONGANECKER CHARLES J 360 359,539.30
1
1433 KINGSFORD DRIVE 8.250 2,704.56
80
8.000 2,704.56
450,000.00
CARMICHAEL CA 95608 1 10/26/95
00
0380265620 05 12/01/95
0
0409003 O 11/01/25
0
1454984 171/728 F 350,000.00
ZZ
MEDEIROS VERNON 360 349,516.67
1
17 BLUE HORIZON 7.875 2,537.75
90
7.625 2,537.75
390,000.00
LAGUNA NIGUEL CA 92677 1 10/13/95
01
0380263898 03 12/01/95
25
67051444 O 11/01/25
0
1454989 470/728 F 344,250.00
ZZ
EDGARDO GONZALEZ 360 343,774.61
1
14 AVIGNON 7.875 2,496.06
85
7.625 2,496.06
405,000.00
IRVINE CA 92714 1 10/23/95
10
0380263955 03 12/01/95
12
01176402 O 11/01/25
0
1455055 B91/728 F 247,000.00
ZZ
GRAVES PHILIP L 360 247,000.00
1
1319 PERALTA COURT 8.375 1,877.38
80
8.125 1,877.38
310,000.00
SAN JOSE CA 95120 2 12/03/95
00
0380305616 05 02/01/96
0
1951001898 O 01/01/26
0
1455063 764/728 F 255,000.00
ZZ
SHEN CURTIS 360 255,000.00
1
2351 RIDGEVIEW AVENUE 8.000 1,871.10
63
7.750 1,871.10
405,000.00
ROWLAND HEIGHTS CA 91748 1 11/29/95
00
0380299702 05 02/01/96
0
1
889935 O 01/01/26
0
1455066 B91/728 F 595,000.00
ZZ
BURDITT JOYCE R 360 594,630.16
1
345 BELLE FONTAINE 8.375 4,522.44
70
8.125 4,522.44
850,000.00
PASADENA CA 91105 2 11/20/95
00
0380302233 05 01/01/96
0
1951002300 O 12/01/25
0
1455090 998/998 F 630,000.00
ZZ
RATSIU EMIL I 360 629,151.74
4
5142 DUNBAR DRIVE 8.000 4,622.72
58
7.750 4,622.72
1,100,000.00
HUNTINGTON BEAC CA 92649 2 10/25/95
00
89987192 05 12/01/95
0
89987192 O 11/01/25
0
1455094 171/728 F 440,000.00
ZZ
LE GIA D 360 439,746.85
1
19753 ALPINE CREST ROAD 8.750 3,461.48
80
8.500 3,461.48
550,000.00
WALNUT CA 91789 2 11/15/95
00
0380284605 05 01/01/96
0
67053007 O 12/01/25
0
1455109 056/728 F 232,500.00
ZZ
LACHENMEYER JULIANA R 360 232,500.00
1
22 BROADWAY 8.625 1,808.36
75
8.375 1,808.36
310,000.00
GILGO BEACH NY 11702 1 12/15/95
00
0380313800 05 02/01/96
0
5401551 O 01/01/26
0
1455148 405/405 F 650,000.00
ZZ
FELDMAN ROBERT 360 648,649.17
1
10234 DEERFIELD LANE 7.875 4,712.96
80
NORTHRIDGE AREA 7.625 4,712.96
820,000.00
LOS ANGELES CA 91324 1 09/22/95
00
3753134 03 11/01/95
0
3753134 O 10/01/25
0
1
1455152 405/405 F 375,000.00
ZZ
MART ERIC R 360 374,295.73
1
1180 AWALT DRIVE 8.375 2,850.28
78
8.125 2,850.28
485,000.00
MOUNTAIN VIEW CA 94040 2 09/21/95
00
3750718 05 11/01/95
0
3750718 O 10/01/25
0
1455185 201/201 F 275,300.00
ZZ
GOODWIN JR MELVIN L 360 274,101.80
1
6 WOOD TURTLE COURT 8.125 2,044.10
80
7.875 2,044.10
344,141.00
FRANKLIN TOWNSH NJ 08876 1 10/30/95
00
1300800966 05 12/01/95
0
1300800966 O 11/01/25
0
1455188 998/998 F 392,000.00
ZZ
STEINBERG LIONEL 360 391,472.19
1
471 MONTE VISTA DRIVE 8.000 2,876.36
80
7.750 2,876.36
490,000.00
PALM SPRINGS CA 92262 2 10/26/95
00
99121451 05 12/01/95
0
99121451 O 11/01/25
0
1455205 439/439 F 400,000.00
ZZ
OCHOA LUIS 360 399,461.43
1
23251 VIA DORADO 8.000 2,935.06
58
7.875 2,935.06
700,000.00
COTO DE CAZA CA 92679 4 10/19/95
00
1807517 05 12/01/95
0
1807517 O 11/01/25
0
1455208 439/439 F 544,000.00
ZZ
SINGER ADAM 360 543,260.08
1
14973 VALLEY VISTA BOULEVARD 7.950 3,972.74
80
7.825 3,972.74
680,000.00
SHERMAN OAKS CA 91403 2 10/23/95
00
1812099 05 12/01/95
0
1812099 O 11/01/25
0
1455276 596/728 F 490,000.00
ZZ
GIUGLIANO LOUIS A 360 489,388.76
1
1725 NORTH POINSETTIA AVENUE 8.375 3,724.35
67
8.125 3,724.35
735,000.00
1
MANHATTAN BEACH CA 90266 2 10/26/95
00
0380258591 05 12/01/95
0
49167463 O 11/01/25
0
1455282 596/728 F 432,000.00
ZZ
THOMAS JOHN R 360 431,461.11
1
1609 LYNNGROVE DRIVE 8.375 3,283.51
79
8.125 3,283.51
550,000.00
MANHATTAN BEACH CA 90266 2 10/17/95
00
0380264565 05 12/01/95
0
49166655 O 11/01/25
0
1455337 111/111 F 553,000.00
ZZ
SCARPELLI HENRY F 360 552,274.07
1
144 CIRCLE ROAD 8.125 4,106.01
70
7.875 4,106.01
790,000.00
SAN RAFAEL CA 94903 2 10/12/95
00
643793 05 12/01/95
0
643793 O 11/01/25
0
1455353 744/728 F 440,000.00
ZZ
REMINGTON CLARK 360 439,719.43
1
1339 FALLING STAR AVENUE 8.250 3,305.57
58
WEST LAKE 8.000 3,305.57
760,000.00
THOUSAND OAKS CA 91362 1 11/03/95
00
0380303330 05 01/01/96
0
75458 O 12/01/25
0
1455354 550/550 F 710,000.00
ZZ
ERB GUY F 360 709,560.95
4
435-441 BURNETT AVENUE 8.400 5,409.05
75
8.150 5,409.05
950,000.00
SAN FRANCISCO CA 94131 2 11/01/95
00
120179085 05 01/01/96
0
120179085 O 12/01/25
0
1456305 470/728 F 520,000.00
ZZ
WILLSON RYAN 360 519,684.97
1
240 EVERGREEEN DRIVE 8.500 3,998.36
80
8.250 3,998.36
650,000.00
KENTFIELD CA 94904 1 11/17/95
00
0380273194 03 01/01/96
0
25074916 O 12/01/25
0
1
1456311 637/728 F 337,500.00
ZZ
REGER PATRICIA 360 337,500.00
1
139 VALLEY FORGE ROAD 8.250 2,535.53
75
8.000 2,535.53
450,000.00
WESTON CT 06883 2 12/06/95
00
0380305137 05 02/01/96
0
4735155 O 01/01/26
0
1456313 E19/728 F 284,000.00
ZZ
SHAGAM JAN D 360 284,000.00
1
26151 SAN MARINO COURT 8.000 2,083.89
83
7.750 2,083.89
345,000.00
MISSION VIEJO CA 92692 2 12/18/95
11
0380302738 05 02/01/96
17
10001852 O 01/01/26
0
1456319 814/728 F 215,200.00
ZZ
WONG KYLE 360 215,200.00
1
844 MANGO AVENUE 8.125 1,597.86
80
7.875 1,597.86
269,000.00
SUNNYVALE CA 94087 1 12/05/95
00
0380305459 05 02/01/96
0
0809509227 O 01/01/26
0
1456534 896/728 F 71,600.00
ZZ
KOSTELNIK PATRICIA A 360 71,554.34
1
9114 SHETLAND TRACE 8.250 537.91
56
8.000 537.91
130,000.00
JASPER GA 30143 2 11/27/95
00
0380303249 05 01/01/96
0
7122 O 12/01/25
0
1456585 976/728 F 268,100.00
ZZ
AMBER MARK A 360 267,774.01
1
1325 WINDING RIDGE TERRAC 8.500 2,061.46
90
8.250 2,061.46
300,000.00
COLORADO SPRING CO 80919 2 10/26/95
11
0380273731 05 12/01/95
25
622613864 O 11/01/25
0
1456646 765/728 F 789,500.00
ZZ
WYLAN PETER 360 789,009.27
1
1
101 OCEAN WAY 8.375 6,000.78
66
8.125 6,000.78
1,200,000.00
SANTA MONICA CA 90402 2 11/20/95
00
0380280611 05 01/01/96
0
311225 O 12/01/25
0
1456654 E19/728 F 540,000.00
ZZ
WHITEHEAD MITCHEL D 360 540,000.00
1
4004 BATRIS COURT 8.250 4,056.84
78
8.000 4,056.84
700,000.00
CALABASAS CA 91302 2 12/12/95
00
0380301524 03 02/01/96
0
10003103 O 01/01/26
0
1456666 975/728 F 200,000.00
ZZ
MURPHY CHI-CHENGE 360 200,000.00
1
19477 SURFSET DRIVE 8.000 1,467.53
63
7.750 1,467.53
321,000.00
HUNTINGTON BEAC CA 92648 1 12/19/95
00
0380309709 09 02/01/96
0
952572 O 01/01/26
0
1456694 638/728 F 290,000.00
ZZ
DUNSON BRUCE H 360 289,824.32
1
2 WILLOW STREET 8.500 2,229.85
89
8.250 2,229.85
329,000.00
PRINCETON BOROU NJ 08540 2 11/27/95
04
0380311606 01 01/01/96
25
8526610 O 12/01/25
0
1456715 180/728 F 238,800.00
T
LIVINGSTON MARK T 360 238,517.02
1
530 CANYON BLVD 8.625 1,857.36
80
8.375 1,857.36
298,500.00
MAMMOTH LAKES CA 93546 1 10/23/95
00
0380269135 05 12/01/95
0
3936382 O 11/01/25
0
1456786 668/728 F 460,000.00
ZZ
NELSON ROBERT M 360 459,380.64
1
2777 STAFFORD ROAD 8.000 3,375.32
80
7.750 3,375.32
575,000.00
LIVE OAK CA 95953 1 10/24/95
00
0380298522 05 12/01/95
0
1
0006180707 O 11/01/25
0
1456791 B73/728 F 400,000.00
ZZ
KOFFEL JERI L 360 399,513.65
1
90 GIRALDA WALK 8.500 3,075.65
78
8.250 3,075.65
515,000.00
LONG BEACH CA 90803 1 10/04/95
00
0380294109 05 12/01/95
0
7578256 O 11/01/25
0
1456817 405/405 F 608,000.00
ZZ
CURRY GORDON R 360 607,162.24
1
181 SYCAMORE AVENUE 8.375 4,621.24
80
8.125 4,621.24
765,000.00
SAN MATEO CA 94402 2 10/09/95
00
3766011 05 12/01/95
0
3766011 O 11/01/25
0
1456874 405/405 F 304,000.00
ZZ
FALUDI LESLIE G 360 303,569.48
1
492 16TH PLACE 7.750 2,177.90
80
7.500 2,177.90
380,000.00
COSTA MESA CA 92627 1 10/16/95
00
3792322 05 12/01/95
0
3792322 O 11/01/25
0
1456900 559/728 F 271,600.00
ZZ
SCHULTZ DANIEL L 360 271,426.80
1
1532 CAPITANCILLOS DRIVE 8.250 2,040.45
80
8.000 2,040.45
339,500.00
SAN JOSE CA 95120 1 11/01/95
00
0380265851 05 01/01/96
0
0401703 O 12/01/25
0
1457235 470/728 F 500,000.00
ZZ
WONG STEPHEN B 360 499,392.05
1
19859 EAST MOONSHADOW CIRCLE 8.500 3,844.57
78
8.250 3,844.57
645,000.00
WALNUT CA 91789 2 10/23/95
00
0380268855 05 12/01/95
0
24141249 O 11/01/25
0
1
1457303 964/728 F 150,375.00
ZZ
DIAMOND JANAE M 360 150,375.00
1
425 H STREET 8.250 1,129.72
75
8.000 1,129.72
200,500.00
PETALUMA CA 94952 2 12/14/95
00
0380303363 05 02/01/96
0
16274 O 01/01/26
0
1457423 642/728 F 236,000.00
ZZ
AVANESSIAN SERJIK 360 235,720.32
1
4323 ROSEMONT AVENUE 8.625 1,835.59
79
8.375 1,835.59
300,000.00
LA CRESCENTA CA 91214 2 10/26/95
00
0380267873 05 12/01/95
0
10215395 O 11/01/25
0
1457424 642/728 F 256,000.00
ZZ
CHAPMAN JAMES M 360 255,711.88
1
3200 LA ROTONDA DR #304 8.875 2,036.86
90
8.625 2,036.86
286,000.00
RANCHO PALOS VE CA 90275 2 10/25/95
21
0380267220 01 12/01/95
25
08221295 O 11/01/25
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1457473 664/728 F 195,000.00
ZZ
YBARRA CLEM M 360 194,780.55
1
12515 ARISTO PLACE 8.875 1,551.51
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8.625 1,551.51
275,000.00
GRANADA HILLS A CA 91344 2 10/24/95
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0380267196 05 12/01/95
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KALLIOMAA TIMOTHY J 360 217,713.82
1
32 REGINA 8.125 1,618.65
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7.875 1,618.65
272,900.00
DANA POINT CA 92629 1 10/17/95
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0380268772 03 12/01/95
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STRANG VINCENT E 360 267,191.06
1
9722 DELAFIELD CIRCLE 8.750 2,104.43
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8.500 2,104.43
342,000.00
1
HUNTINGTON CA 92646 2 10/24/95
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0380266909 05 12/01/95
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1933092 O 11/01/25
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1457487 267/267 F 548,000.00
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GILLETTE MARILYN L 360 547,641.53
1
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7.875 4,068.89
685,000.00
MANHATTAN BEACH CA 90266 1 10/31/95
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4368840 05 01/01/96
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4368840 O 12/01/25
0
1457493 470/728 F 280,000.00
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FIX RICHARD 360 279,830.37
1
24241 BELLA COURT 8.500 2,152.96
80
8.250 2,152.96
350,000.00
SANTA CLARITA CA 91321 1 11/03/95
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0380269010 05 01/01/96
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1457495 744/728 F 492,000.00
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EIBAND JASON D 360 491,709.52
1
1611 LYON STREET 8.625 3,826.73
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8.375 3,826.73
656,000.00
SAN FRANCISCO CA 94115 1 11/08/95
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0380266149 05 01/01/96
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BRANCALEONE SALVATORE 360 698,196.02
1
23726 VIA ROBLE 8.250 5,258.87
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8.000 5,258.87
950,000.00
TRABUCO CANYON CA 92679 1 08/30/95
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0380278490 03 10/01/95
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KUHN PAUL R 360 195,742.72
1
11911 BUBBLING BROOK STREET 8.125 1,455.29
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7.875 1,455.29
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MOORPARK CA 93021 1 10/26/95
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0380266925 05 12/01/95
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2125654 O 11/01/25
0
1
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ZZ
TUCHMAN AVIV L 360 419,434.50
1
1255 CLUB VIEW DRIVE 8.000 3,081.81
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WESTWOOD AREA 7.750 3,081.81
570,000.00
LOS ANGELES CA 90024 1 10/11/95
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0380271750 05 12/01/95
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2124688 O 11/01/25
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UHER KEVIN R 360 273,566.78
1
2030 GEORGE WAHSHINGTON RD 7.750 1,961.25
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VIENNA VA 22182 1 11/30/95
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1457677 975/728 F 270,000.00
ZZ
CHEN WEI C 360 270,000.00
1
3146 RIDGE POINT DRIVE 8.375 2,052.20
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8.125 2,052.20
410,000.00
DIAMOND BAR ARE CA 91765 1 12/01/95
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BRAUER BERNDT I 360 242,856.53
1
3865 WELLINGTON SQUARE 8.625 1,890.03
90
8.375 1,890.03
270,000.00
SAN JOSE CA 95136 1 11/27/95
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0380302217 05 01/01/96
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0418293 O 12/01/25
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SWORTWOOD LETITIA H 360 893,180.08
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1,375,000.00
RANCHO SANTE FE CA 92067 2 11/24/95
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0380298134 03 01/01/96
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SWENSON, JR. SWEN P 360 249,840.58
1
1
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77
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325,000.00
SO SAN FRANCISC CA 94080 1 11/24/95
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0380302761 05 01/01/96
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THARENOS MICHAEL J 360 335,768.77
1
1088 QUEENSBRIDGE COURT 7.875 2,436.23
80
7.625 2,436.23
420,000.00
SAN JOSE CA 95120 1 11/01/95
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0380260951 05 01/01/96
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1457767 686/686 F 224,000.00
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PEREZ ABEL 360 223,641.35
1
181 POPLAR AVENUE 7.875 1,624.16
80
7.625 1,624.16
280,000.00
SAN BRUNO CA 94066 1 10/27/95
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30816848527 05 12/01/95
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30816848527 O 11/01/25
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ST CLAIR WILLIAM L 360 335,561.81
1
351 WALNUT STREET 8.250 2,524.26
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8.000 2,524.26
455,000.00
COSTA MESA CA 92627 2 10/27/95
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0380303405 05 12/01/95
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14301758 O 11/01/25
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1457799 686/686 F 206,763.40
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SCHURMAN TY E 358 206,229.27
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17629 RIVER RUN ROAD 8.500 1,591.77
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8.250 1,591.77
230,000.00
SALINAS CA 93908 1 10/12/95
01
30816687909 03 11/01/95
25
30816687909 O 08/01/25
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COOPER ROBERT L 360 227,484.40
1
19111 SANTA MARIA AVENUE 7.600 1,607.38
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7.350 1,607.38
290,000.00
CASTRO VALLEY CA 94546 2 10/27/95
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30817136559 05 01/01/96
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1
30817136559 O 12/01/25
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LEDBETTER SCOTT 360 399,229.52
1
31881 VIA PAVO REAL 8.250 3,005.07
80
8.000 3,005.07
500,000.00
COTO DE CAZA CA 92679 2 09/29/95
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0380262908 03 11/01/95
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210848 O 10/01/25
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INGERSOLL JIM L 360 255,441.94
1
272 JAPONICA AVENUE 8.400 1,947.26
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8.150 1,947.26
284,000.00
CAMARILLO CA 93010 1 11/09/95
01
30817281553 05 01/01/96
25
30817281553 O 12/01/25
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1457837 069/728 F 390,100.00
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LENDER DENNIS 360 389,844.81
1
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7.875 2,896.49
487,684.00
COTO DE CAZA CA 92679 1 10/31/95
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0380264698 03 01/01/96
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1457838 069/728 F 308,000.00
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SETHY VINEY 360 307,595.67
1
22118 ELMO AVENUE 8.125 2,286.90
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7.875 2,286.90
385,000.00
TORRANCE CA 90503 1 10/27/95
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0380264755 05 12/01/95
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1457842 776/728 F 460,000.00
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LEVY STANLEY W 360 459,380.64
1
10281 CRESTA DRIVE 8.000 3,375.32
80
7.750 3,375.32
575,000.00
LOS ANGELES CA 90064 2 10/23/95
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0380267923 05 12/01/95
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1
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ZZ
TAVASTI JON M 360 236,410.34
1
2806 GRAMERCY AVENUE 8.625 1,839.86
87
8.375 1,839.86
275,000.00
TORRANCE CA 90501 1 11/22/95
12
0380280629 05 01/01/96
30
38821200526 O 12/01/25
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1457907 317/728 F 348,500.00
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MELTON JAMES G 360 348,500.00
1
9224 MOLT RIVER CIRCLE 8.625 2,710.60
89
8.375 2,710.60
395,000.00
FOUNTAIN VALLEY CA 92708 2 12/07/95
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0380300419 05 02/01/96
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227097 O 01/01/26
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1457909 642/728 F 256,000.00
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GOSSEN VERNON C 360 255,663.93
1
1658 SOUTH CROMWELL PLACE 8.125 1,900.80
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7.875 1,900.80
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THOUSAND OAKS CA 91361 2 10/11/95
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MORRIS BRUCE E 360 414,040.77
1
5340 CAMINO DE BRYANT 8.500 3,189.46
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8.250 3,189.46
519,000.00
YORBA LINDA CA 92687 2 09/14/95
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0380295965 05 11/01/95
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210441 O 10/01/25
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1457955 470/728 F 216,000.00
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GONZALES ARISTOTLEM 360 216,000.01
1
2125 DOXEY DRIVE 8.000 1,584.94
90
7.750 1,584.94
240,000.00
SAN JOSE CA 95131 1 12/01/95
11
0380300575 03 02/01/96
25
25074571 O 01/01/26
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1457957 776/728 F 328,500.00
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MACON, SR JOHN 360 328,500.00
1
326 JACARANDA DRIVE 8.250 2,467.92
90
8.000 2,467.92
365,000.00
1
DANVILLE CA 94506 1 12/01/95
12
0380301581 05 02/01/96
25
6225399 O 01/01/26
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1457960 559/728 F 282,000.00
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GELMAN FIMA 360 282,000.00
1
4347 ARMY STREET 8.125 2,093.85
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7.875 2,093.85
410,000.00
SAN FRANCISCO CA 94131 5 12/01/95
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0380284290 05 02/01/96
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0418400 O 01/01/26
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1457968 171/728 F 285,000.00
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KAZANCHIAN AMBARTSOU 360 285,000.00
1
3570 EFFINGHAM PLACE 8.375 2,166.21
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8.125 2,166.21
380,000.00
LOS ANGELES CA 90027 1 12/08/95
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0380303454 05 02/01/96
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67052114 O 01/01/26
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1457998 731/728 F 388,000.00
ZZ
WHITE ANTONY D 360 388,000.00
1
10711 SKYLINE DRIVE 8.375 2,949.08
80
8.125 2,949.08
485,000.00
SANTA ANA AREA CA 92705 1 12/06/95
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0380309873 05 02/01/96
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1458030 776/728 F 228,000.00
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SOUKUP JR WILLIAM J 360 227,431.76
1
484 SIERRA HEIGHTS COURT 8.000 1,672.98
82
NEWBURY PARK AREA 7.750 1,672.98
279,000.00
THOUSAND OAKS CA 91320 2 10/23/95
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0380308214 05 12/01/95
12
2125630 O 11/01/25
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1458097 051/728 F 650,000.00
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GARDINER FLETCHER A 360 649,574.81
1
5530 COUNTRY CLUB PARKWAY 8.125 4,826.23
72
7.875 4,826.23
906,158.00
SAN JOSE CA 95138 4 11/06/95
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0380259193 03 01/01/96
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05116102132 O 12/01/25
0
1
1458148 998/998 F 310,000.00
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HERNANDEZ GREG G 360 309,581.58
1
8697 HILLCREST ROAD 8.000 2,274.68
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7.750 2,274.68
530,000.00
BUENA PARK CA 90621 2 10/27/95
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99225229 05 12/01/95
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99225229 O 11/01/25
0
1458155 624/728 F 126,000.00
ZZ
MIRANDA ARTEMISA 360 126,000.00
1
7066 CYPRESS POINT CT 8.250 946.60
80
8.000 946.60
157,500.00
SAN JOSE CA 95139 1 11/29/95
00
0380300542 09 02/01/96
0
21005064883 O 01/01/26
0
1458173 356/728 F 330,000.00
ZZ
MORRILL CHARLES J 360 330,000.00
1
1405 CREE ROAD 8.250 2,479.18
75
8.000 2,479.18
445,000.00
FREMONT CA 94539 2 11/28/95
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0380300641 05 02/01/96
0
2329423 O 01/01/26
0
1458278 387/387 F 640,000.00
ZZ
SCHROFF EDMUND A 360 639,159.85
1
3480 MOLINARI ROAD 8.125 4,751.98
76
7.875 4,751.98
850,000.00
SANTA ROSA CA 95404 2 10/18/95
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551408 05 12/01/95
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551408 O 11/01/25
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1458360 668/728 F 641,000.00
ZZ
SALADINO CRAIG A 360 640,591.26
1
2719 WEST LAKE VAN NESS CIRCLE 8.250 4,815.62
77
8.000 4,815.62
840,000.00
FRESNO CA 93711 2 11/06/95
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0380282658 03 01/01/96
0
0006195242 O 12/01/25
0
1458375 570/570 F 352,700.00
ZZ
NIELSON CHARLES 360 352,700.00
1
1
9260 S W 140TH STREET 8.000 2,587.99
76
7.750 2,587.99
470,000.00
MIAMI FL 33176 2 12/22/95
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5835434 05 02/01/96
0
5835434 O 01/01/26
0
1458411 171/728 F 628,000.00
ZZ
TANTAMJARIK PUANG 360 628,000.00
1
6501 EAST GRAY LANE 8.375 4,773.25
70
8.125 4,773.25
900,000.00
ORANGE CA 92669 2 12/04/95
00
0380300476 05 02/01/96
0
67052187 O 01/01/26
0
1458419 056/728 F 300,000.00
ZZ
BONHAM LANCE E 360 300,000.00
1
1019PILINUT COURT 8.625 2,333.37
73
8.375 2,333.37
416,000.00
SUNNYVALE CA 94087 5 12/04/95
00
0380293671 03 02/01/96
0
7937228 O 01/01/26
0
1458449 637/728 F 150,000.00
ZZ
SUZUKI YASUYO 360 150,000.00
1
1283 16TH STREET 8.500 1,153.37
75
8.250 1,153.37
200,000.00
FORT LEE NJ 07024 1 12/21/95
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0380305202 01 02/01/96
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4038568 O 01/01/26
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1458453 171/728 F 372,000.00
ZZ
WEST WARREN I 360 372,000.00
1
3555 TEPUSQUET ROAD 8.375 2,827.47
80
8.125 2,827.47
465,000.00
SANTA MARIA CA 93454 1 12/05/95
00
0380299900 05 02/01/96
0
32055586 O 01/01/26
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1458462 776/728 F 255,000.00
ZZ
TOPPING GAYLE A 360 255,000.00
1
321 TWENTY FOURTH AVENUE 8.375 1,938.19
75
8.125 1,938.19
340,000.00
SANTA CRUZ CA 95062 2 12/01/95
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0380299363 05 02/01/96
0
1
6225474 O 01/01/26
0
1458490 791/728 F 156,000.00
ZZ
ESTUPINAN FRANCISCO 360 156,000.00
1
15712 SW 46TH STREET 8.500 1,199.51
68
8.250 1,199.51
230,914.00
MIAMI FL 33185 1 12/12/95
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0380302910 05 02/01/96
0
755763 O 01/01/26
0
1458523 776/728 F 471,200.00
ZZ
LANDSBERG KLAUS F 360 470,899.53
1
2191 HOLIDAY PINES LANE 8.250 3,539.97
76
8.000 3,539.97
620,000.00
CAMARILLO AREA CA 93012 1 11/08/95
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0380269945 05 01/01/96
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2125698 O 12/01/25
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1458526 776/728 F 456,300.00
ZZ
BRENNER RONALD J 360 455,993.83
1
4009 HILTON HEAD WAY 8.000 3,348.17
80
TARZANA AREA 7.750 3,348.17
570,492.00
LOS ANGELES CA 91356 1 11/13/95
00
0380270448 03 01/01/96
0
2125641 O 12/01/25
0
1458529 313/728 F 59,000.00
ZZ
NIKLAUS DAWNA E 360 58,961.40
1
1105 HIDDEN COVE DRIVE 8.125 438.08
65
7.875 438.08
92,000.00
MT PLEASANT SC 29464 5 11/08/95
00
0380310822 01 01/01/96
0
6026975 O 12/01/25
0
1458606 776/728 F 650,000.00
ZZ
PANITCH SANFORD 360 649,595.99
1
12249 SHETLAND LANE 8.375 4,940.47
78
8.125 4,940.47
835,000.00
LOS ANGELES CA 90049 1 11/01/95
00
0380271990 05 01/01/96
0
2124627 O 12/01/25
0
1
1458614 617/617 F 424,000.00
ZZ
DUDLEY CALVIN 360 422,850.56
1
10 LA LUZ TRAIL N.E. 8.000 3,111.17
80
7.750 3,111.17
530,000.00
ALBUQUERQUE NM 87122 2 09/29/95
00
163925 05 11/01/95
0
163925 O 10/01/25
0
1458653 A13/728 F 216,000.00
ZZ
SHEA PATRICK 360 215,546.69
1
1807 TROTTERS LANE 8.500 1,660.85
90
8.250 1,660.85
240,000.00
STONE MOUNTAIN GA 30087 1 11/02/95
10
0380313636 05 12/01/95
25
950203514 O 11/01/25
0
1458677 E22/728 F 650,000.00
ZZ
KAUFMAN JEFFREY 360 650,000.00
1
415 WOODLAND ROAD 7.875 4,712.95
75
7.625 4,712.95
876,000.00
KENTFIELD CA 94904 1 11/29/95
00
0410050942 03 02/01/96
0
0410050942 O 01/01/26
0
1458717 195/728 F 620,000.00
ZZ
MCCORMISH ROBERT A 360 619,573.31
1
14 KENTDALE LANE 7.875 4,495.44
79
7.625 4,495.44
785,000.00
KENTFIELD CA 94904 1 11/15/95
00
0380274010 05 01/01/96
0
47864 O 12/01/25
0
1458729 744/728 F 236,000.00
ZZ
GALESTE JOHN P 360 236,000.00
1
3898 ARAGON LANE 8.125 1,752.29
80
7.875 1,752.29
295,000.00
SAN RAMON CA 94583 2 12/04/95
00
0380308255 09 02/01/96
0
75743 O 01/01/26
0
1458835 B46/728 F 213,300.00
ZZ
DUPREE ANTHONY E 360 213,300.00
1
1523 YOSEMITE DRIVE 8.500 1,640.09
90
8.250 1,640.09
237,000.00
1
MILPITAS CA 95035 2 12/05/95
11
0380298795 05 02/01/96
25
100826 O 01/01/26
0
1458884 559/728 F 464,000.00
ZZ
REIDEL ARTHUR H 360 464,000.00
1
627 BARRON AVENUE 8.250 3,485.88
80
8.000 3,485.88
580,000.00
PALO ALTO CA 94306 1 11/28/95
00
0380302084 05 02/01/96
0
0420927 O 01/01/26
0
1458902 559/728 F 334,000.00
ZZ
JACOBS JEROME 360 334,000.00
1
5589 GOLD CREEK DRIVE 7.875 2,421.74
90
7.625 2,421.74
371,552.00
CASTRO VALLEY CA 94552 1 12/05/95
14
0380302274 03 02/01/96
20
0423442 O 01/01/26
0
1458957 232/232 F 82,500.00
ZZ
ELLIOTT AVIS L 360 82,451.29
1
352 SOUTH 31ST AVENUE 8.625 641.68
75
8.375 641.68
110,000.00
BRIGHTON CO 80601 1 11/30/95
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11007380 05 01/01/96
0
11007380 O 12/01/25
0
1458982 776/728 F 612,000.00
ZZ
SCHWALA DANIEL K 360 611,589.36
1
29448 BERTRAND DRIVE 8.000 4,490.64
80
7.750 4,490.64
765,000.00
AGOURA HILLS CA 91301 2 11/02/95
00
0380280546 05 01/01/96
0
2125648 O 12/01/25
0
1459006 705/728 F 178,000.00
ZZ
LIBMAN NATAN 360 178,000.00
1
1073 BROMLEY AVENUE 8.625 1,384.47
75
8.375 1,384.47
238,000.00
TEANECK NJ 07666 2 12/18/95
00
0380310939 05 02/01/96
0
00000444 O 01/01/26
0
1
1459096 074/728 F 541,600.00
ZZ
ADICKES ERIC 360 540,239.31
1
34831 DOHENY PLACE 8.375 4,116.55
80
CAPISTRANO BEACH AREA 8.125 4,116.55
677,000.00
DANA POINT CA 92624 1 08/25/95
00
0380271214 05 10/01/95
0
1507052999 O 09/01/25
0
1459099 074/728 F 232,500.00
ZZ
BLACK JAMES 360 232,052.18
1
1710 ADELAIDE ROAD 8.250 1,746.69
75
8.000 1,746.69
310,000.00
PASO ROBLES CA 93446 5 09/13/95
00
0380268095 05 11/01/95
0
1507054112 O 10/01/25
0
1459103 074/728 F 320,000.00
ZZ
YEUNG KWOK W 360 319,414.31
1
465 PASEO REFUGIO 8.500 2,460.52
80
8.250 2,460.52
401,900.00
MILPITAS CA 95035 1 09/13/95
00
0380269648 05 11/01/95
0
1507057303 O 10/01/25
0
1459105 074/728 F 649,500.00
ZZ
LEE STEPHEN A 360 648,689.78
1
14346 TWISTED BRANCH ROAD 8.375 4,936.67
72
8.125 4,936.67
910,000.00
POWAY CA 92064 2 10/04/95
00
0380272469 03 12/01/95
0
1507058805 O 11/01/25
0
1459115 074/728 F 550,000.00
ZZ
SULLIVAN TERRENCE M 360 543,842.43
1
17388 OAK CANYON PLACE 8.250 4,131.97
79
8.000 4,131.97
700,000.00
CASTRO VALLEY CA 94546 4 08/07/95
00
0380272345 05 10/01/95
0
1561299873 O 09/01/25
0
1459133 074/728 F 265,000.00
ZZ
KRAUS RAOUL P 360 264,660.87
1
1
138 ESTATES DRIVE 8.250 1,990.86
75
8.000 1,990.86
354,000.00
SANTA CRUZ CA 95060 5 10/02/95
00
0380271388 05 12/01/95
0
1561307461 O 11/01/25
0
1459140 074/728 F 413,850.00
ZZ
SLAYTER CRAIG K 360 413,320.38
1
10315 STONYDALE DRIVE 8.250 3,109.12
74
8.000 3,109.12
565,000.00
CUPERTINO CA 95014 2 10/11/95
00
0380270372 05 12/01/95
0
1561308351 O 11/01/25
0
1459149 074/728 F 243,750.00
ZZ
MURRAY MARK A 360 243,461.13
1
2471 SAN MIGUEL DRIVE 8.625 1,895.87
75
8.375 1,895.87
325,000.00
WALNUT CREEK CA 94596 5 10/01/95
00
0380269499 05 12/01/95
0
1561309784 O 11/01/25
0
1459154 074/728 F 422,800.00
ZZ
DAVIS THOMAS D 360 422,258.93
1
10 NORTHVIEW COURT 8.250 3,176.36
80
8.000 3,176.36
528,500.00
DANVILLE CA 94506 1 10/13/95
00
0380271958 03 12/01/95
0
1561310477 O 11/01/25
0
1459160 074/728 F 800,000.00
ZZ
GLETTEN FRED 360 793,166.29
1
7842 VERAGUA DRIVE 8.500 6,151.31
58
PLAYA DEL REY AREA 8.250 6,151.31
1,400,000.00
LOS ANGELES CA 90293 2 09/28/95
00
0380268343 05 11/01/95
0
1562133617 O 10/01/25
0
1459162 074/728 F 765,000.00
ZZ
KITAJ ANTON L 360 763,526.47
1
932 HILTS AVENUE 8.250 5,747.19
60
8.000 5,747.19
1,275,000.00
LOS ANGELES CA 90024 1 09/28/95
00
0380272410 05 11/01/95
0
1
1562134711 O 10/01/25
0
1459163 074/728 F 361,250.00
ZZ
KARLIN LOUIS W 360 360,787.68
1
459 SOUTH ELM DRIVE 8.250 2,713.96
85
8.000 2,713.96
425,000.00
BEVERLY HILLS CA 90212 1 10/15/95
01
0380269879 05 12/01/95
12
1562135929 O 11/01/25
0
1459167 074/728 F 700,000.00
ZZ
FONG THEODORE S 360 699,104.19
1
910 FLINTRIDGE AVENUE 8.250 5,258.87
70
8.000 5,258.87
1,000,000.00
LA CANADA-FLINT CA 91011 5 10/05/95
00
0380272998 05 12/01/95
0
1562137072 O 11/01/25
0
1459171 074/728 F 460,000.00
ZZ
WALKER RONALD M 360 459,426.16
1
10891 PEMBROKE DRIVE 8.375 3,496.34
80
8.125 3,496.34
575,000.00
SANTA ANA AREA CA 92705 2 10/03/95
00
0380269515 05 12/01/95
0
1562138257 O 11/01/25
0
1459187 074/728 F 387,000.00
ZZ
RASMUSSEN MAYNARD R 360 386,529.44
1
15624 RIPARIAN ROAD 8.500 2,975.70
79
8.250 2,975.70
490,000.00
POWAY CA 92064 2 10/19/95
00
0380272352 05 12/01/95
0
1567135518 O 11/01/25
0
1459264 559/728 F 143,500.00
ZZ
MAYBERRY RANDALL D 360 143,406.12
1
12382 CLAY STATION ROAD 8.125 1,065.49
76
7.875 1,065.49
190,000.00
HERALD CA 95638 2 11/09/95
00
0380273327 05 01/01/96
0
0406777 O 12/01/25
0
1
1459318 920/728 F 174,000.00
ZZ
MARROCCO JAMES F 360 174,000.00
1
8051 FRESE LANE 8.125 1,291.95
68
7.875 1,291.95
258,000.00
LA PALMA CA 90623 2 12/06/95
00
0380304502 05 02/01/96
0
288627 O 01/01/26
0
1459319 470/728 F 267,200.00
ZZ
MIATOVICH JAY 360 267,200.00
1
226 STETSON DRIVE 7.875 1,937.39
80
7.625 1,937.39
334,000.00
DANVILLE CA 94506 1 12/07/95
00
0380301698 03 02/01/96
0
25075295 O 01/01/26
0
1459348 559/728 F 236,800.00
ZZ
RIDGE JOHN J 360 236,800.00
1
1725 BEL AIR AVENUE 7.875 1,716.97
80
7.625 1,716.97
296,000.00
SAN JOSE CA 95126 1 12/06/95
00
0380302076 05 02/01/96
0
0423483 O 01/01/26
0
1459360 881/728 F 275,000.00
ZZ
CAGLIANO ANTHONY R 360 275,000.00
1
39 SANTA CRUZ WAY 7.875 1,993.94
74
7.625 1,993.94
375,000.00
CAMARILLO CA 93010 1 12/11/95
00
0380307885 05 02/01/96
0
601877 O 01/01/26
0
1459408 685/728 F 650,000.00
ZZ
MAHONEY PATRICK O 360 649,574.81
1
191 COBBLESTONE LANE 8.125 4,826.23
39
7.875 4,826.23
1,700,000.00
ANAHEIM CA 92807 1 11/17/95
00
0380272154 03 01/01/96
0
102815 O 12/01/25
0
1459409 744/728 F 475,900.00
ZZ
DIEP TONY 360 475,611.70
1
2136 SHADOW RIDGE WAY 8.500 3,659.26
80
8.250 3,659.26
594,950.00
1
SAN JOSE CA 95138 1 11/14/95
00
0380271370 05 01/01/96
0
75526 O 12/01/25
0
1459459 439/439 F 360,000.00
ZZ
LEAVY JOHN J 360 359,770.44
1
5350 ALTA BAHIA COURT 8.250 2,704.56
75
8.125 2,704.56
480,000.00
SAN DIEGO CA 92109 1 11/10/95
00
1817363 05 01/01/96
0
1817363 O 12/01/25
0
1459463 439/439 F 650,000.00
ZZ
AUGUSTINE JOSEPH W 360 649,585.51
1
2233 CALLE TIARA 8.250 4,883.24
77
8.125 4,883.24
850,000.00
LA JOLLA CA 92037 1 11/17/95
00
1825296 05 01/01/96
0
1825296 O 12/01/25
0
1459491 661/661 F 105,000.00
ZZ
MESERVE BURTON B 360 104,807.82
1
4326 GREENWOOD STREET 8.500 807.36
55
8.250 807.36
192,500.00
THOUSANDS OAKS CA 91320 5 09/01/95
00
2250819 05 11/01/95
0
2250819 O 10/01/25
0
1459512 670/728 F 355,000.00
ZZ
INGLISH DOUGLAS D 360 354,298.60
1
1525 NORTH DOHENY DRIVE 8.125 2,635.87
52
7.875 2,635.87
690,000.00
LOS ANGELES CA 90069 5 09/11/95
00
0380285149 05 11/01/95
0
2262622 O 10/01/25
0
1459523 670/728 F 380,000.00
ZZ
HURWITZ KENNETH L 360 379,249.22
1
1859 SAN LEANDRO LANE 8.125 2,821.49
43
7.875 2,821.49
900,000.00
SANTA BARBARA CA 93108 5 09/22/95
00
0380285230 05 11/01/95
0
30385784 O 10/01/25
0
1
1459541 670/728 F 44,100.00
ZZ
SALAZAR ROBERT 360 44,028.27
1
1605 EAST MICHIGAN AVENUE 9.000 354.48
70
8.750 354.48
63,000.00
FRESNO CA 93704 1 09/26/95
00
0380285370 05 11/01/95
0
1410602 O 10/01/25
0
1459568 670/728 F 400,000.00
T
CORREDOR JUAN S 360 399,488.11
1
107 OCEAN AVENUE 8.250 3,005.07
70
8.000 3,005.07
575,000.00
SEAL BEACH CA 90740 5 10/13/95
00
0380285677 05 12/01/95
0
3923649 O 11/01/25
0
1459687 670/728 F 412,500.00
ZZ
HALL LESLEY A 360 411,944.59
1
1031 S TAYLOR COURT 8.000 3,026.78
75
7.750 3,026.78
550,000.00
ANAHEIM CA 92808 1 10/18/95
00
0380286477 09 12/01/95
0
30432260 O 11/01/25
0
1459707 559/728 F 282,100.00
ZZ
URBAN AVI A 360 282,100.00
1
1450 MISTAYA COURT 8.250 2,119.33
70
8.000 2,119.33
403,000.00
SUNNYVALE CA 94087 1 12/06/95
00
0380304189 05 02/01/96
0
0419374 O 01/01/26
0
1459723 881/728 F 340,000.00
ZZ
KNIGHT RICHARD G 360 340,000.00
1
1777 PUTNEY ROAD 8.000 2,494.80
70
7.750 2,494.80
490,000.00
PASADENA CA 91103 1 12/05/95
00
0380298886 05 02/01/96
0
103240 O 01/01/26
0
1459729 881/728 F 243,000.00
ZZ
TUNNELL MARK 360 243,000.00
1
1
624 SOUTH MANSFIELD AVENUE 8.125 1,804.27
90
7.875 1,804.27
270,000.00
LOS ANGELES CA 90036 1 12/11/95
14
0380300104 05 02/01/96
25
103239 O 01/01/26
0
1459732 637/728 F 200,000.00
ZZ
HADGE ROBERT J 360 200,000.00
1
49 SHORELINE DRIVE 7.875 1,450.14
73
7.625 1,450.14
275,000.00
FOXBORO MA 02035 1 12/19/95
00
0380305087 05 02/01/96
0
4683702 O 01/01/26
0
1459738 670/728 F 285,000.00
ZZ
WELLS JAMES H 360 284,464.84
1
5748 MADRID LANE 8.375 2,166.21
72
8.125 2,166.21
400,000.00
LONG BEACH CA 90814 5 09/14/95
00
0380286618 09 11/01/95
0
30350603 O 10/01/25
0
1459822 561/728 F 649,999.00
ZZ
CHIPMAN, JR. GORDON L 360 649,540.23
1
4502 DEER SPRING ROAD 7.750 4,656.68
80
7.500 4,656.68
817,000.00
MIDDLETOWN MD 21769 1 11/08/95
00
0380315227 05 01/01/96
0
8636029 O 12/01/25
0
1459959 637/728 F 770,000.00
ZZ
BLACK JAMES A 360 770,000.00
1
8301 BLACK BROTHERS COURT 8.125 5,717.23
68
7.875 5,717.23
1,140,908.00
LAS VEGAS NV 89117 2 12/14/95
00
0380302126 05 02/01/96
0
47808599 O 01/01/26
0
1459964 171/728 F 180,000.00
ZZ
AUNG TUN H 360 180,000.00
1
7002 VERA TERRACE 8.250 1,352.28
52
8.000 1,352.28
350,000.00
SAN GABRIEL ARE CA 91775 1 12/06/95
00
0380301672 05 02/01/96
0
1
67052269 O 01/01/26
0
1459973 881/728 F 109,000.00
ZZ
MEHRMAND SIAMAK 360 109,000.00
1
5282 TOPAZ STREET 8.000 799.80
53
7.750 799.80
209,000.00
RANCHO CUCAMONG CA 91737 1 12/08/95
00
0380298761 03 02/01/96
0
601884 O 01/01/26
0
1459983 637/728 F 164,500.00
ZZ
SORRIBAS MARIA I 360 164,500.00
2
1377 WEST 6TH STREET 8.625 1,279.47
70
8.375 1,279.47
235,000.00
BROOKLYN NY 11223 1 12/27/95
00
0380311945 05 02/01/96
0
4038881 O 01/01/26
0
1460160 241/728 F 346,500.00
ZZ
SCHAAP JR. CHARLES B 360 346,279.05
1
301 INGLETON PLACE 8.250 2,603.14
90
8.000 2,603.14
385,000.00
CASTLE ROCK CO 80104 1 11/16/95
01
0380302860 03 01/01/96
17
1986710 O 12/01/25
0
1460210 171/728 F 180,000.00
ZZ
MIDDLETON CHRISTIANE 360 180,000.00
1
10906 INDEPENDENCE AVENUE 8.250 1,352.28
71
(CHATSWORTH AREA) 8.000 1,352.28
255,000.00
LOS ANGELES CA 91311 2 12/19/95
00
0380305103 05 02/01/96
0
67052162 O 01/01/26
0
1460223 B98/728 F 452,000.00
ZZ
HEARN GREGORY K 360 452,000.00
1
7189 WOODED LAKE DRIVE 8.125 3,356.09
80
7.875 3,356.09
565,000.00
SAN JOSE CA 95120 2 12/14/95
00
0380304296 05 02/01/96
0
511054 O 01/01/26
0
1
1460245 893/728 F 264,810.00
ZZ
KWONG MARGARET 360 264,810.00
1
828 POLARIS AVENUE 7.750 1,897.13
70
7.500 1,897.13
378,300.00
FOSTER CITY CA 94404 1 12/13/95
00
0380299041 05 02/01/96
0
0819195 O 01/01/26
0
1460262 637/728 F 300,000.00
ZZ
BERG GERALD R 360 300,000.00
1
4743 SOUTH GLENCREST LANE 8.250 2,253.80
63
8.000 2,253.80
480,000.00
MURRAY UT 84107 1 12/28/95
00
0380315375 05 02/01/96
0
3086279 O 01/01/26
0
1460348 640/640 F 228,000.00
ZZ
CONNER SARAH B 360 227,708.22
1
2535 YESTER OAKS DRIVE 8.250 1,712.89
80
8.000 1,712.89
285,000.00
GERMANTOWN TN 38139 1 10/18/95
00
5602073 05 12/01/95
0
5602073 O 11/01/25
0
1460382 640/640 F 500,000.00
ZZ
COWART JOHN W 360 499,012.12
1
4242 GWYNNE AVENUE 8.125 3,712.49
74
7.875 3,712.49
680,000.00
MEMPHIS TN 38117 1 09/26/95
00
5601638 05 11/01/95
0
5601638 O 10/01/25
0
1460403 670/728 F 400,000.00
ZZ
COTTER TIMOTHY J 360 399,447.63
1
1322 GREEN LANE 7.875 2,900.28
80
7.625 2,900.28
505,000.00
LA CANADA-FLINT CA 91011 5 10/19/95
00
0380286758 05 12/01/95
0
2267802 O 11/01/25
0
1460445 670/728 F 299,000.00
ZZ
MCGUIRE STEVEN K 360 298,794.23
1
1549 HILLCREST ROAD 7.875 2,167.96
59
7.625 2,167.96
510,000.00
1
SANTA BARBARA CA 93103 5 11/02/95
00
0380286980 05 01/01/96
0
30264693 O 12/01/25
0
1460456 670/728 F 648,000.00
ZZ
SCHREIBER ROBERT F 360 647,127.50
1
36 EUCALYPTUS ROAD 8.000 4,754.80
80
7.750 4,754.80
810,000.00
OAKLAND CA 94705 5 10/25/95
00
0380287095 05 12/01/95
0
30389267 O 11/01/25
0
1460466 670/728 F 400,000.00
ZZ
KLEIN ANDREW W 360 399,447.63
1
191 S. STARLIGHT DR. 7.875 2,900.28
73
7.625 2,900.28
555,000.00
ANAHEIM CA 92807 5 10/27/95
00
0380287178 05 12/01/95
0
30403707 O 11/01/25
0
1460525 B98/728 F 280,000.00
ZZ
MAZZA MICHAEL J 360 280,000.00
1
701 FRANCIS DRIVE 8.250 2,103.55
88
8.000 2,103.55
320,000.00
LAFAYETTE CA 94549 2 12/11/95
11
0380302258 05 02/01/96
25
511001 O 01/01/26
0
1460572 638/728 F 250,150.00
ZZ
REAGON RONALD M 360 250,150.00
1
189 EAGLE DRIVE 7.875 1,813.76
90
7.625 1,813.76
277,953.00
GOLDEN CO 80403 1 12/19/95
12
0380314170 05 02/01/96
25
8519286 O 01/01/26
0
1460603 111/111 F 500,000.00
ZZ
GOULD GORDON R 360 499,407.48
1
92 GRAYATT DRIVE 8.625 3,888.95
61
8.375 3,888.95
825,000.00
OAKLAND CA 94705 5 10/12/95
00
633196 05 12/01/95
0
633196 O 11/01/25
0
1
1460668 776/728 F 232,000.00
ZZ
CURRAN GERALD P 360 231,859.45
1
24291 CATALUNA CIRCLE 8.500 1,783.88
80
8.250 1,783.88
290,000.00
MISSION VIEJO CA 92675 5 11/15/95
00
0380302092 05 01/01/96
0
6124883 O 12/01/25
0
1460751 056/728 F 330,000.00
ZZ
MAESTOSO ALESSANDR 360 330,000.00
1
1091 COUNTRY CLUB DRIVE 8.250 2,479.18
78
8.000 2,479.18
425,000.00
PETALUMA CA 94952 2 12/13/95
00
0380307034 03 02/01/96
0
7937280 O 01/01/26
0
1460776 E13/728 F 159,400.00
ZZ
THOMSON MICHAEL G 360 159,400.00
1
3140 VISTA DE CHAPARROS DRIVE 8.250 1,197.52
75
8.000 1,197.52
215,000.00
JAMUL CA 91935 2 12/12/95
00
0380300567 05 02/01/96
0
9510082 O 01/01/26
0
1460861 601/728 F 233,100.00
ZZ
GISH PEARL L 360 232,951.36
1
2542 EAST CREEK ROAD 8.250 1,751.20
90
8.000 1,751.20
259,000.00
SANDY UT 84093 1 11/07/95
01
0380293663 05 01/01/96
25
272213 O 12/01/25
0
1460879 B85/728 F 254,400.00
ZZ
MIEHER STUART R 360 254,400.00
1
30 JACKSON ROAD 8.125 1,888.91
80
7.875 1,888.91
318,000.00
BELMONT MA 02178 2 12/22/95
00
0380304247 05 02/01/96
0
0130103 O 01/01/26
0
1460887 070/728 F 500,000.00
ZZ
SEVILLE EUGENE A 360 499,326.79
1
1
108 CAMAS LOOP 8.000 3,668.82
73
7.750 3,668.82
690,000.00
SUN VALLEY ID 83354 1 10/24/95
00
0380305673 03 12/01/95
0
3285234 O 11/01/25
0
1460889 070/728 F 364,000.00
ZZ
BORGOGNI FILIPPO 360 363,534.18
1
447 PARK AVENUE 8.250 2,734.61
80
8.000 2,734.61
455,000.00
RYE NY 10580 1 10/27/95
00
0380305707 05 12/01/95
0
4024195 O 11/01/25
0
1460890 070/728 F 235,000.00
ZZ
MARGOSIAN GERALD A 360 233,982.00
1
10364 NORTH SINCLAIR CIRCLE 8.500 1,806.95
80
8.250 1,806.95
294,000.00
FRESNO CA 93720 1 05/10/95
00
0380305731 03 07/01/95
0
4142266 O 06/01/25
0
1460891 070/728 F 150,000.00
ZZ
MIN HENRY D 360 149,515.12
1
2499 KAPIOLANI BLVD #1609 8.250 1,126.90
42
8.000 1,126.90
365,000.00
HONOLULU HI 96826 2 08/02/95
00
0380305756 06 09/01/95
0
4188285 O 08/01/25
0
1460893 070/728 F 140,000.00
ZZ
MAIZNER SUSAN H 360 139,433.56
1
4919 E. CALLE DE LAS ESTRELLAS 9.500 1,177.20
64
9.250 1,177.20
220,000.00
CAVE CREEK AZ 85331 1 04/25/95
00
0380305780 03 06/01/95
0
4413928 O 05/01/25
0
1460894 070/728 F 251,750.00
BB
KISTER TOMMY J 360 250,929.32
1
28812 SHADOW VALLEY LANE 9.875 2,186.07
95
9.625 2,186.07
265,000.00
SANTA CLARITA A CA 91350 1 05/09/95
01
0380305830 05 07/01/95
30
1
4443482 O 06/01/25
0
1460895 070/728 F 248,800.00
ZZ
RICKER JR GARY D 360 248,344.61
1
319 VICTORY BOULEVARD 8.500 1,913.06
90
8.250 1,913.06
277,000.00
NEW ROCHELLE NY 10804 2 09/12/95
14
0380305863 05 11/01/95
25
4476513 O 10/01/25
0
1460896 070/728 F 101,400.00
ZZ
CARDENAS ANDREW S 360 101,118.33
1
15 LANCASTER COURT UNIT 200 9.875 880.51
70
9.625 880.51
144,900.00
NANUET NY 10954 1 06/28/95
00
0380305889 01 08/01/95
0
4487539 O 07/01/25
0
1460897 070/728 F 123,750.00
ZZ
LAROSA ANNA 360 123,406.92
1
1668 KROLL RAOD 9.000 995.72
75
8.750 995.72
165,000.00
EAST MEADOW NY 11554 1 07/05/95
00
0380305954 05 09/01/95
0
4542488 O 08/01/25
0
1460898 070/728 F 114,000.00
ZZ
SQUIRES DONALD G 360 113,295.68
1
36261 PARK LANE CIRCLE 9.500 958.57
56
9.250 958.57
204,900.00
FARMINGTON HILL MI 48335 1 05/19/95
00
0380305962 03 07/01/95
0
4584791 O 06/01/25
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ZZ
LEGGETT ROBERT L 360 217,964.13
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68
8.250 1,683.92
325,000.00
WAIPAHU HI 96797 2 05/25/95
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0380305988 05 07/01/95
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SPENCE MICHAEL R 360 255,798.30
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8.250 1,971.53
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4690453 O 10/01/25
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WOLFF JAY 360 103,430.49
1
456 READS LANE, UNIT #2 8.500 797.75
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8.250 797.75
148,220.00
FAR ROCKAWAY NY 11691 1 07/27/95
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DREWS JAMES E 360 310,722.78
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2375 LEEWARD CIRCLE 8.000 2,289.35
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7.750 2,289.35
390,000.00
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HURLEY JOHN R 360 266,241.35
1
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7.875 1,990.64
297,925.00
STAMFORD CT 06905 1 06/27/95
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0380306085 01 08/01/95
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4755737 O 07/01/25
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1460907 070/728 F 338,000.00
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APPENFELDT LINDA L 360 336,650.74
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8380 W. GULF BOULEVARD 8.125 2,509.64
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7.875 2,509.64
483,000.00
TREASURE ISLAND FL 33706 2 06/28/95
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0380306119 05 08/01/95
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DUESENBERG KENNETH W 360 174,299.62
1
488 JACKSON STREET 8.125 1,299.37
54
7.875 1,299.37
325,000.00
1
DENVER CO 80206 2 06/26/95
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0380306143 09 08/01/95
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4909813 O 07/01/25
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1460909 070/728 F 440,000.00
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WAUGH RICHARD A 360 439,407.58
1
15505 LIVE OAK SPRINGS 8.000 3,228.56
66
7.750 3,228.56
670,000.00
CANYON COUNTRY CA 91351 2 10/25/95
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0380306168 05 12/01/95
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4922372 O 11/01/25
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SANCHEZ MILEDYS 360 127,218.29
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31 SEMINARY AVENUE 9.000 1,025.89
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8.750 1,025.89
187,500.00
YONKERS NY 10704 1 08/25/95
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0380306192 05 10/01/95
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1460911 070/728 F 385,000.00
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HOWELL CLINTON R 360 384,252.10
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448 LONG RIDGE ROAD 8.250 2,892.38
53
8.000 2,892.38
735,000.00
BEDFORD NY 10506 2 09/13/95
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0380306226 05 11/01/95
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5026877 O 10/01/25
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1460913 070/728 F 671,000.00
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SHULITS WALTER W 360 669,523.56
1
6 PIG ROCK LANE 9.125 5,459.48
77
8.875 5,459.48
879,000.00
MARBLEHEAD MA 01945 2 08/28/95
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0380306259 05 10/01/95
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5038563 O 09/01/25
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1460914 070/728 F 407,000.00
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MURATORE ROBERT P 360 406,452.00
1
84 VAN HOUTON AVENUE 8.000 2,986.42
77
7.750 2,986.42
535,000.00
CHATHAM TWP. NJ 07928 2 10/31/95
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0380306283 05 12/01/95
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1
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COULTER JOHN P 360 269,479.92
1
2215 OVERLOOK LANE 8.250 2,028.42
92
8.000 2,028.42
295,681.00
FOGELSVILLE PA 18051 1 09/29/95
21
0380306291 05 11/01/95
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5049345 O 10/01/25
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LUTZNER JEFFREY A 360 53,449.61
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4918 CEDAR AVENUE 8.000 396.23
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7.750 396.23
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PHILADELPHIA PA 19143 5 08/08/95
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0380306317 07 10/01/95
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DAWSON JR HARRY S 360 394,454.55
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27050 BIG HORN MOUNTAIN WAY 7.875 2,864.02
65
7.625 2,864.02
610,000.00
YORBA LINDA CA 92687 1 10/26/95
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0380306341 05 12/01/95
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T
TICO RICHARD J 360 239,118.63
1
1724 CALLE CERRO 8.000 1,761.03
86
7.750 1,761.03
280,000.00
SANTA BARBARA CA 93101 1 07/20/95
14
0380306374 05 09/01/95
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5054455 O 08/01/25
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MARQUISS GUY Q 360 483,718.03
1
5528 55TH AVENUE NORTHEAST 8.125 3,601.11
56
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870,000.00
SEATTLE WA 98105 5 08/30/95
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0380306408 05 10/01/95
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5056429 O 09/01/25
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PROBERT DUDLEY L 360 237,421.69
1
1
1769 NORTH HIGH COUNTRY DRIVE 7.875 1,723.85
75
7.625 1,723.85
317,000.00
OREM UT 84057 5 10/24/95
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0380306424 05 12/01/95
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1460921 070/728 F 221,200.00
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SMALL MARK F 360 220,728.62
1
5066 BOBBIE AVENUE 7.750 1,584.70
86
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258,000.00
SAN JOSE CA 95130 2 09/15/95
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0380306440 05 11/01/95
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5130125 O 10/01/25
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DAVIS ERIC D 360 222,507.53
1
20015 MOHAWK TRAIL 8.125 1,654.28
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7.875 1,654.28
284,000.00
OLYMPIA FIELDS IL 60461 2 10/26/95
00
0380306465 05 12/01/95
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5206498 O 11/01/25
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1460923 070/728 F 640,000.00
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SLEMAKER JAMES G 360 638,601.51
1
1011 KAGAWA STREET 7.625 4,529.88
80
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800,000.00
PACIFIC PALISAD CA 90272 2 09/15/95
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0380306499 05 11/01/95
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BATKE JOHN W 360 215,716.46
1
1919 CROMWELL DRIVE 8.125 1,603.79
80
7.875 1,603.79
270,000.00
WHEATON IL 60187 1 10/27/95
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0380306523 05 12/01/95
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5211736 O 11/01/25
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1460925 070/728 F 244,150.00
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WHITE HERBERT R 360 243,651.00
1
2035 BARNETT WAY 9.375 2,030.72
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9.125 2,030.72
257,040.00
LOS ANGELES CA 90023 1 08/24/95
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0380306564 05 10/01/95
30
1
5224795 O 09/01/25
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1460926 070/728 F 362,600.00
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BERGAN GREGORY L 360 361,711.97
1
24649 OVERLAND DRIVE 8.500 2,788.08
90
8.250 2,788.08
402,903.00
WEST HILLS (ARE CA 91304 1 08/25/95
14
0380306598 03 10/01/95
30
5254747 O 09/01/25
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1460927 070/728 F 357,500.00
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MARSHALL HUBERT 360 357,006.33
1
1705 WINCANTON DRIVE 7.875 2,592.12
70
7.625 2,592.12
510,747.00
LAS VEGAS NV 89134 1 10/25/95
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0380306622 03 12/01/95
0
5255756 O 11/01/25
0
1460928 070/728 F 270,750.00
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MARCO PHILLIP C 360 270,356.84
1
4683 SANTORINI DRIVE 7.625 1,916.35
80
7.375 1,916.35
338,453.00
CYPRESS CA 90630 1 10/20/95
00
0380306648 05 12/01/95
0
5258584 O 11/01/25
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1460929 070/728 F 245,000.00
ZZ
LILLY E B 360 244,686.48
1
4209 W. 104TH TERR. 8.250 1,840.60
71
8.000 1,840.60
346,000.00
OVERLAND PARK KS 66207 2 10/31/95
00
0380306663 03 12/01/95
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5372260 O 11/01/25
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1460930 070/728 F 78,350.00
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LEONETTI ROBERT J 360 78,249.73
1
1982 44TH AVENUE COURT 8.250 588.62
50
8.000 588.62
159,000.00
GREELEY CO 80634 5 10/26/95
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0380306689 05 12/01/95
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5378372 O 11/01/25
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1
1460931 070/728 F 214,200.00
ZZ
KONOPKA ANDREA 360 213,932.81
1
921 N PROSPECT 8.375 1,628.07
90
8.125 1,628.07
238,000.00
PARK RIDGE IL 60068 1 10/27/95
14
0380306697 05 12/01/95
25
5387010 O 11/01/25
0
1460932 070/728 F 250,000.00
ZZ
SHALOM EDDY 360 249,453.72
1
24228 NOTTINGHAM COURT 7.625 1,769.48
55
7.375 1,769.48
460,000.00
VALENCIA CA 91355 5 09/26/95
00
0380306705 05 11/01/95
0
5389516 O 10/01/25
0
1460933 070/728 F 216,000.00
ZZ
BAKER CARROL 360 215,549.10
1
ONE BRADFORD AVENUE 8.750 1,699.27
80
8.500 1,699.27
270,000.00
WHITE PLAINS NY 10603 1 10/12/95
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0380306713 05 12/01/95
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5481810 O 11/01/25
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1460935 070/728 F 355,000.00
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BLUMENREICH GENE A 360 354,224.27
1
123 BRATTLE STREET 7.625 2,512.67
65
7.375 2,512.67
554,000.00
CAMBRIDGE MA 02138 2 09/18/95
00
0380306721 05 11/01/95
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5496984 O 10/01/25
0
1460936 070/728 F 376,200.00
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SILVEIRA JOE N 360 374,684.46
1
390 VIA BANDOLERO 8.250 2,826.26
90
8.000 2,826.26
418,000.00
ARROYO GRANDE CA 93420 1 10/27/95
14
0380306739 05 12/01/95
25
5501596 O 11/01/25
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1460937 070/728 F 237,600.00
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MALAGUTI PETER M 360 237,318.43
1
LOT 17 NOEL ROAD 8.625 1,848.03
90
8.375 1,848.03
264,000.00
1
ANDOVER MA 01810 1 10/26/95
01
0380306747 05 12/01/95
25
5519290 O 11/01/25
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1460939 070/728 F 260,000.00
ZZ
LOVE ROBERT G 360 259,658.71
1
2713 STARBIRD DRIVE 8.125 1,930.49
64
7.875 1,930.49
410,000.00
COSTA MESA, CA 92626 2 10/24/95
00
0380306754 05 12/01/95
0
5552651 O 11/01/25
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1460940 070/728 F 103,600.00
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OLTMANS RICHARD H 360 103,533.94
1
4911 SW 164TH TERRACE 8.250 778.31
70
8.000 778.31
148,000.00
FORT LAUDERDALE FL 33331 1 11/03/95
00
0380306762 05 01/01/96
0
5554862 O 12/01/25
0
1460941 070/728 F 350,000.00
ZZ
DE MONG RICHARD F 360 349,504.36
1
881 TILMAN RD 7.750 2,507.44
67
7.500 2,507.44
525,000.00
CHARLOTTESVILLE VA 22901 1 10/31/95
00
0380306770 05 12/01/95
0
5566555 O 11/01/25
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1460944 070/728 F 299,200.00
ZZ
GREENAWALT MICHAEL D 360 298,638.18
1
16862 MARIPOSA AVENUE 8.375 2,274.14
95
8.125 2,274.14
314,950.00
RIVERSIDE CA 92504 1 09/27/95
14
0380306788 05 11/01/95
30
5589521 O 10/01/25
0
1460946 070/728 F 189,500.00
ZZ
SERPA HILARY 360 189,269.59
1
6234 MOJAVE DRIVE 8.500 1,457.09
58
8.250 1,457.09
330,000.00
SAN JOSE CA 95120 2 10/18/95
00
0380306796 05 12/01/95
0
5628725 O 11/01/25
0
1
1460947 070/728 F 108,500.00
ZZ
BLAKE ANITA M 360 108,381.02
1
6836 E. VIA VIGNA 9.000 873.02
70
8.750 873.02
155,000.00
TUCSON AZ 85750 1 10/03/95
00
0380306804 09 12/01/95
0
5632238 O 11/01/25
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1460949 070/728 F 300,000.00
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CASNER STEPHEN L 360 299,585.73
1
1454 REVELSTOKE WAY 7.875 2,175.21
65
7.625 2,175.21
465,000.00
SUNNYVALE CA 94087 1 10/18/95
00
0380306812 05 12/01/95
0
5635182 O 11/01/25
0
1460950 070/728 F 228,750.00
ZZ
YOUNGER GLEN E 360 228,457.27
1
440 ATHENS STREET 8.250 1,718.52
75
8.000 1,718.52
305,000.00
(ALTADENA AREA) CA 91001 2 10/26/95
00
0380306838 05 12/01/95
0
5644097 O 11/01/25
0
1460951 070/728 F 259,445.00
ZZ
FIGARI DAVID 360 259,160.49
1
11 BEDELL ROAD 9.000 2,087.56
65
8.750 2,087.56
405,000.00
AMAWALK NY 10501 2 10/12/95
00
0380306853 05 12/01/95
0
5653140 O 11/01/25
0
1460952 070/728 F 232,000.00
ZZ
BELL DON D 360 231,417.13
1
5105 FOREST HILL DRIVE 8.375 1,763.37
80
8.125 1,763.37
290,000.00
FLOWER MOUND TX 75028 1 09/01/95
00
0380306861 05 10/01/95
0
5702123 O 09/01/25
0
1460953 070/728 F 223,200.00
ZZ
FRIERSON JR HARRY 360 222,891.79
1
1
4200 DON ORTEGA PLACE 7.875 1,618.35
80
7.625 1,618.35
279,000.00
LOS ANGELES CA 90008 1 10/17/95
00
0380306879 05 12/01/95
0
5721938 O 11/01/25
0
1460955 070/728 F 348,000.00
ZZ
LEBEN MURRAY J 360 346,772.36
1
1325 TRAFALGAR STREET 8.125 2,583.89
74
7.875 2,583.89
475,000.00
TOWNSHIP OF TEA NJ 07666 2 11/01/95
00
0380306895 05 01/01/96
0
5752272 O 12/01/25
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1460956 070/728 F 277,000.00
ZZ
FITZPATRICK BARRY M 360 276,465.90
1
16020 169TH AVENUE NORTHEAST 8.250 2,081.01
80
8.000 2,081.01
347,000.00
WOODINVILLE WA 98072 2 09/15/95
00
0380306903 05 11/01/95
0
5759475 O 10/01/25
0
1460957 070/728 F 240,000.00
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DI MAIO VIRGINIA S 360 239,651.50
1
14 PASEO DE PINONES 7.625 1,698.70
50
7.375 1,698.70
485,000.00
SANTA FE NM 87505 1 10/27/95
00
0380306911 05 12/01/95
0
5767008 O 11/01/25
0
1460958 070/728 F 351,300.00
ZZ
FORD DEWAYNE M 360 350,850.44
1
215 GREY SQUIRREL WAY 8.250 2,639.20
80
8.000 2,639.20
440,000.00
FRANKTOWN CO 80116 2 10/30/95
00
0380306929 05 12/01/95
0
5769313 O 11/01/25
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1460959 070/728 F 216,000.00
BB
ROBINSON ELUERICH 360 215,591.98
1
11720 CHRISTY STREET 9.750 1,855.77
90
9.500 1,855.77
240,000.00
CERRITOS CA 90703 1 08/17/95
04
0380306937 05 10/01/95
30
1
5778180 O 09/01/25
0
1460960 070/728 F 260,000.00
ZZ
KELLY PATRICK W 360 259,524.11
1
330 WHITING WOODS ROAD 8.500 1,999.18
90
8.250 1,999.18
289,500.00
GLENDALE CA 91208 1 09/18/95
04
0380306945 05 11/01/95
25
5782841 O 10/01/25
0
1460961 070/728 F 207,450.00
ZZ
MUNOZ WILLIAM 360 207,177.68
1
1541 COOLCREST AVENUE 8.125 1,540.31
90
7.875 1,540.31
230,500.00
UPLAND CA 91786 1 10/25/95
14
0380306952 05 12/01/95
25
5818068 O 11/01/25
0
1460962 070/728 F 293,000.00
ZZ
HEWITT III CLIFFORD B 360 292,702.91
1
593 NORTH DYER CIRCLE 9.375 2,437.03
51
9.125 2,437.03
575,000.00
INCLINE VILLAGE NV 89451 2 10/02/95
00
0380306960 05 12/01/95
0
5824556 O 11/01/25
0
1460963 070/728 F 555,750.00
ZZ
BRENNER THOMAS S 360 554,962.99
1
1717 MIDDLEFIELD ROAD 7.750 3,981.46
75
7.500 3,981.46
741,000.00
PALO ALTO CA 94301 1 10/09/95
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0380306978 05 12/01/95
0
5824902 O 11/01/25
0
1460964 070/728 F 270,750.00
ZZ
QUADRA ANTONIO G 360 270,577.36
1
255 ESTELLE LANE 8.250 2,034.05
95
8.000 2,034.05
285,000.00
DALY CITY CA 94014 2 10/27/95
14
0380306986 07 01/01/96
30
5825265 O 12/01/25
0
1
1460965 070/728 F 273,000.00
ZZ
DRABIK DOUGLAS A 360 272,693.64
1
39 COPPERFIELD DRIVE 9.375 2,270.68
61
9.125 2,270.68
450,000.00
HAWTHORN WOODS IL 60047 2 10/19/95
00
0380306994 03 12/01/95
0
5843212 O 11/01/25
0
1460966 070/728 F 223,000.00
ZZ
ROBERTS IAN Z 360 222,838.60
1
13942 SW HIGH TOR DRIVE 7.625 1,578.38
71
7.375 1,578.38
318,000.00
TIGARD OR 97224 1 11/01/95
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0380307000 05 01/01/96
0
5844133 O 12/01/25
0
1460967 070/728 F 234,600.00
ZZ
WANICKE JR ROBERT J 360 234,457.88
1
764 PIERCE 8.500 1,803.87
85
8.250 1,803.87
276,000.00
BIRMINGHAM MI 48009 1 11/06/95
04
0380307018 05 01/01/96
25
5882342 O 12/01/25
0
1460969 070/728 F 250,000.00
ZZ
STILES ROBERT F 360 249,663.40
1
147 EL LEVANTE 8.000 1,834.41
70
7.750 1,834.41
362,000.00
SAN CLEMENTE CA 92672 2 10/02/95
00
0380307026 05 12/01/95
0
5903688 O 11/01/25
0
1460970 070/728 F 242,000.00
ZZ
NELSON STEVEN S 360 241,674.16
1
19192 RED BLUFF DRIVE 8.000 1,775.71
74
7.750 1,775.71
330,000.00
TRABUCO CANYON CA 92679 2 10/23/95
00
0380307042 03 12/01/95
0
5920487 O 11/01/25
0
1460971 070/728 F 258,000.00
ZZ
COX DAVID S 360 257,634.64
1
9860 S. CLAIRTON COURT 7.750 1,848.34
79
7.500 1,848.34
327,500.00
1
HIGHLANDS RANCH CO 80126 2 11/01/95
00
0380307059 03 12/01/95
0
5925320 O 11/01/25
0
1460972 070/728 F 322,000.00
ZZ
JOHNSTON RICHARD K 360 321,608.48
1
34737 FARIVIEW ROAD 8.500 2,475.90
48
8.250 2,475.90
680,000.00
OCONOMOWOC WI 53066 2 10/06/95
00
0380307067 05 12/01/95
0
6079459 O 11/01/25
0
1460973 070/728 F 239,800.00
ZZ
QUINTAL JOSE J 360 238,382.48
1
29441 CLIPPER WAY 8.000 1,759.57
80
7.750 1,759.57
299,800.00
LAGUNA NIGUEL CA 92677 1 10/26/95
00
0380307075 03 12/01/95
0
6089307 O 11/01/25
0
1460974 070/728 F 263,200.00
ZZ
MCKAY KIM L 360 262,192.15
1
1054 SOUTH MOUNTVALE 8.500 2,023.78
80
8.250 2,023.78
329,000.00
ANAHEIM HILLS CA 92808 1 10/30/95
00
0380307083 03 12/01/95
0
6089727 O 11/01/25
0
1460975 070/728 F 242,000.00
ZZ
HAYES STEPHEN A 360 241,565.82
1
150 ARBOR LANE 7.875 1,754.67
77
7.625 1,754.67
315,000.00
LONGVIEW WA 98632 2 10/19/95
00
0380307091 05 12/01/95
0
6091092 O 11/01/25
0
1460976 070/728 F 292,000.00
ZZ
WILKINSON MICHAEL D 360 291,425.63
1
2916 NORTH 28TH STREET 8.250 2,193.70
80
8.000 2,193.70
367,000.00
TACOMA WA 98407 2 10/25/95
00
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0380302811 05 02/01/96
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5013532 O 12/01/25
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5012312 O 12/01/25
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1
319 COUNCIL BLUFF 8.000 1,724.35
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5629308 O 12/01/25
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266,000.00
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5619424 03 01/01/96
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5619424 O 12/01/25
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KINDLEY JOHN R 360 216,858.05
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1462994 670/728 F 550,000.00
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HENRY STEPHEN C 360 549,348.22
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0380316407 05 01/01/96
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8545 ISLAND VIEW CT NE 8.250 3,515.93
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FINDLAY OH 45840 1 10/27/95
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573479 05 12/01/95
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1463060 232/232 F 285,600.00
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1463063 076/076 F 458,400.00
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9211 HUNTERBORO DRIVE 8.375 3,484.17
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BRENTWOOD TN 37027 1 10/20/95
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4965302 05 12/01/95
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4965302 O 11/01/25
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1463066 076/076 F 342,000.00
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COLGAN PETER C 360 341,573.37
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4975082 O 11/01/25
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1463074 076/076 F 360,000.00
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8.000 2,704.56
450,000.00
SAN RAFAEL CA 94901 1 11/02/95
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4986882 05 01/01/96
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4986882 O 12/01/25
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1463077 076/076 F 450,000.00
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SCHUETTLER LOTHAR 360 449,438.64
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DARNESTOWN MD 20878 2 10/26/95
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4983522 O 11/01/25
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1
1820 STRAND STREET 8.375 1,976.19
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5006922 O 10/01/25
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1463097 076/076 F 213,750.00
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MASANI FARHAN 360 213,509.43
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237,500.00
WESTBURY NY 11590 1 10/19/95
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4957342 05 12/01/95
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4957342 O 11/01/25
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CRABB KELLY C 360 675,611.08
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1620 MILAN AVENUE 8.750 5,318.09
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8.500 5,318.09
845,000.00
SOUTH PASADENA CA 91030 2 11/03/95
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4951862 05 01/01/96
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4951862 O 12/01/25
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1463119 076/076 F 260,000.00
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HAYES DANIEL P 360 259,667.26
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8.000 1,953.30
352,000.00
SOUTHBOROUGH MA 01772 5 10/24/95
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4951442 05 12/01/95
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4951442 O 11/01/25
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KUA BEE E 360 231,848.24
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1342 HOLLENBECK AVENUE 8.125 1,722.59
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7.875 1,722.59
290,000.00
SUNNYVALE CA 94087 1 11/20/95
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0380299272 05 01/01/96
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1
3961703 O 12/01/25
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1463131 E22/728 F 305,000.00
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FAHIMY MOHAMMAD 360 305,000.00
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5480 LOS RIOS 7.875 2,211.46
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7.625 2,211.46
385,000.00
YORBA LINDA CA 92687 2 12/06/95
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0410051163 05 02/01/96
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0410051163 O 01/01/26
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1463133 450/728 F 480,000.00
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KROLL PETER 360 479,669.67
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15611 ROCKLAND ROAD 7.875 3,480.33
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7.625 3,480.33
738,000.00
LIBERTYVILLE IL 60048 1 11/30/95
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0380314238 05 01/01/96
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3720059 O 12/01/25
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1463157 076/076 F 363,200.00
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PETERSON ANN T 360 362,735.20
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43 HAWES ROAD 8.250 2,728.61
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8.000 2,728.61
456,000.00
SUDBURY MA 01776 2 10/20/95
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4948462 05 12/01/95
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4948462 O 11/01/25
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1463184 076/076 F 290,000.00
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DESCH, II JOSEPH P 360 289,628.89
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5022 S.W. URISH ROAD 8.250 2,178.67
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8.000 2,178.67
375,000.00
TOPEKA KS 66610 2 10/25/95
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4947792 05 12/01/95
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4947792 O 11/01/25
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1463187 E22/728 F 547,000.00
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GIES ROBERT G 360 547,000.00
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14040 EDGEWATER LANE NORTHEAST 8.375 4,157.60
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SEATTLE WA 98125 2 12/21/95
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0410032486 05 02/01/96
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0410032486 O 01/01/26
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1
1463200 744/728 F 358,800.00
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THOMAS EDWARD L 360 358,800.00
1
35 KAZAR COURT 8.500 2,758.86
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8.250 2,758.86
448,500.00
MORAGA CA 94556 1 11/28/95
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0380299264 05 02/01/96
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75329 O 01/01/26
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1463209 976/728 F 284,000.00
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KIMBO JR HARLON J 360 283,809.43
1
5211 SHENANDOAH COURT 8.000 2,083.90
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7.750 2,083.90
355,000.00
NASHVILLE TN 37220 1 11/30/95
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0380314154 01 01/01/96
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584954 O 12/01/25
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1463211 076/076 F 250,000.00
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SHAFER ROBERT S 360 249,518.44
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8.000 1,878.17
480,000.00
LITTLE ROCK AR 72212 2 09/28/95
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4945402 03 11/01/95
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4945402 O 10/01/25
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1463213 976/728 F 256,050.00
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GRUBB PATRICIA W 360 255,890.85
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0021 STAGECOACH ROAD 8.375 1,946.17
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8.125 1,946.17
365,800.00
EDWARDS CO 81632 2 11/30/95
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0380314105 05 01/01/96
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1463218 076/076 F 247,600.00
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WATERS WILLIAM H 360 246,993.60
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1025 HIGH STREET 8.500 1,903.83
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8.250 1,903.83
312,000.00
DEDHAM MA 02026 1 08/15/95
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4584482 05 10/01/95
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4584482 O 09/01/25
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1463226 626/728 F 214,200.00
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LUKINS MAYREBELLL 360 214,200.00
1
101 WATERBORO SQUARE 7.875 1,553.10
90
7.625 1,553.10
238,000.00
1
FOLSOM CA 95630 1 12/06/95
11
0380299629 05 02/01/96
25
6551113 O 01/01/26
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1463241 B74/728 F 350,000.00
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PALMIERI FRIEDA V 360 350,000.00
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11980 BRENTRIDGE DRIVE 8.500 2,691.20
27
8.250 2,691.20
1,305,000.00
LOS ANGELES CA 90049 5 12/07/95
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0380304809 05 02/01/96
0
956203 O 01/01/26
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1463247 559/728 F 256,540.00
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WYLIE NEIL 360 256,540.00
1
2194 CHATEAU COURT 8.250 1,927.30
80
8.000 1,927.30
320,675.00
SANTA ROSA CA 95404 1 12/06/95
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0380300005 05 02/01/96
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0426478 O 01/01/26
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1463262 E22/728 F 209,600.00
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HASSE JR KENNETH H 360 209,462.90
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31 ELMWOOD DRIVE 8.125 1,556.27
80
7.875 1,556.27
262,000.00
SAN RAMON CA 94583 1 11/20/95
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0410028765 03 01/01/96
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0410028765 O 12/01/25
0
1463281 076/076 F 595,000.00
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BOUZA MANUEL 360 593,013.01
1
1327 CORAL WAY 9.000 4,787.51
85
8.750 4,787.51
700,000.00
CORAL GABLES FL 33145 1 06/06/95
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4247522 05 08/01/95
12
4247522 O 07/01/25
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1463282 076/076 F 365,000.00
ZZ
MERRILL PETER K 360 364,348.84
1
16 WASHINGTON SQUARE 8.625 2,838.94
63
8.375 2,838.94
581,000.00
MARBLEHEAD MA 01945 1 09/15/95
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3884572 05 11/01/95
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3884572 O 10/01/25
0
1
1463310 637/728 F 300,000.00
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GAROUTTE BILL D 360 300,000.00
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2272 SOUTH CELEBRATION 8.250 2,253.80
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8.000 2,253.80
319,900.00
SPRINGFIELD MO 65809 1 12/22/95
04
0380314006 03 02/01/96
30
4731410 O 01/01/26
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1463312 B74/728 F 598,500.00
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KOH KONG S 360 598,500.00
1
1367 LAUREL WAY 8.000 4,391.58
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BEVERLY HILLS AREA 7.750 4,391.58
855,000.00
LOS ANGELES CA 90210 1 12/19/95
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0380304353 05 02/01/96
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956330 O 01/01/26
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1463357 334/728 F 280,000.00
ZZ
UEKI MASAKI R 360 279,641.67
1
2306 SANTA FE AVENUE 8.250 2,103.55
80
8.000 2,103.55
350,000.00
TORRANCE CA 90501 2 10/17/95
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0380300096 05 12/01/95
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969554 O 11/01/25
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1463361 317/728 F 552,000.00
ZZ
ROSHAN MASOUD 360 551,620.11
1
21 HALF MOON BAY DRIVE 7.875 4,002.39
80
7.625 4,002.39
690,000.00
NEWPORT BEACH CA 92625 1 11/15/95
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0380299090 03 01/01/96
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227093 O 12/01/25
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1463414 927/728 F 126,600.00
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BROPHY DENNIS M 360 126,521.30
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1501 ROCKING HORSE DRIVE 8.375 962.26
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8.125 962.26
185,000.00
HENDERSON NV 89015 2 11/29/95
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0380304999 05 01/01/96
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207613 O 12/01/25
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1463432 731/728 F 72,800.00
ZZ
MURILLO FELIPE J 360 72,757.02
1
1
3066 AMSTERDAM STREET 8.625 566.23
80
8.375 566.23
91,000.00
RIVERSIDE CA 92504 1 11/28/95
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0380299660 05 01/01/96
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411110896 O 12/01/25
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1463912 E22/728 F 356,000.00
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NEGORO HARVEY L 360 355,778.72
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10348 STEVEN PLACE 8.375 2,705.86
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8.125 2,705.86
445,000.00
LOS ANGELES CA 91311 1 11/15/95
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0410028120 05 01/01/96
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0410028120 O 12/01/25
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1463965 637/728 F 125,000.00
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TAN HUN-MENG 360 125,000.00
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47 HILLARY LANE 8.000 917.21
72
7.750 917.21
175,000.00
WESTBURY NY 11590 1 12/27/95
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0380311903 05 02/01/96
0
4735668 O 01/01/26
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1463974 461/461 F 299,520.00
ZZ
LEE IN S 360 299,319.02
1
10665 GRAPNEL PLACE 8.000 2,197.78
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7.750 2,197.78
399,360.00
CUPERTINO CA 95014 1 11/20/95
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9020974606 05 01/01/96
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9020974606 O 12/01/25
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1463976 668/728 F 226,000.00
ZZ
VIZCARRA PAUL 360 225,855.88
1
2807 MAGNOLIA AVE 8.250 1,697.87
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8.000 1,697.87
285,000.00
CLOVIS CA 93611 2 11/09/95
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0380302753 05 01/01/96
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6208052 O 12/01/25
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1463977 461/461 F 124,050.00
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JACOBY MARVIN C 360 123,966.76
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1755 EMPTY SADDLE AVENUE 8.000 910.24
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7.750 910.24
223,511.00
SIMI VALLEY CA 93063 1 11/28/95
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9020979266 03 01/01/96
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1
9020979266 O 12/01/25
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1463981 668/728 F 360,000.00
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HITZEMAN KEITH A 360 359,764.51
1
6101 NORTH VINE STREET 8.125 2,672.99
80
7.875 2,672.99
450,000.00
VACAVILLE CA 95688 2 11/27/95
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0380300278 05 01/01/96
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6211965 O 12/01/25
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1463988 668/728 F 256,500.00
ZZ
FERRONE ELLEN 360 256,323.47
1
316 GLENCREST DRIVE 7.875 1,859.81
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355,000.00
SOLANA BEACH CA 92075 2 11/15/95
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0380300260 05 01/01/96
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6200083 O 12/01/25
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1463997 668/728 F 314,550.00
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WENZEL ROBERT E 360 314,333.52
1
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90
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349,500.00
FRESNO CA 93720 1 11/20/95
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0380302779 03 01/01/96
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6219497 O 12/01/25
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1464014 450/728 F 361,000.00
ZZ
ZAENI FARHAD 360 360,775.62
1
6702 INDIAN SPRINGS COURT 8.375 2,743.86
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8.125 2,743.86
484,000.00
SAN JOSE CA 95120 2 11/24/95
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0380301375 05 01/01/96
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3960978 O 12/01/25
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1464015 180/728 F 217,000.00
ZZ
MORSE DAVID W 360 216,858.05
1
6212 RICHMOND AVENUE 8.125 1,611.22
87
7.875 1,611.22
250,000.00
GARDEN GROVE CA 92645 2 11/15/95
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0380304056 05 01/01/96
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3966983 O 12/01/25
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1
1464020 559/728 F 212,800.00
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COSTELLO JOSEPH M 360 212,799.99
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1088 ROBIN CIRCLE 8.000 1,561.45
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7.750 1,561.45
266,000.00
ARROYO GRANDE CA 93420 1 12/07/95
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0380300765 03 02/01/96
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0424788 O 01/01/26
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1464024 909/728 F 337,000.00
ZZ
LOVRICH JACK J 360 336,785.11
1
104 SPINDRIFT DRIVE 8.250 2,531.77
74
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460,000.00
RANCHO PALOS VE CA 90275 2 11/28/95
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0380300450 05 01/01/96
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6001501 O 12/01/25
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1464029 721/728 F 244,000.00
ZZ
WARNER RICHARD W 360 243,832.08
1
45 CARIBOU CIRCLE 7.875 1,769.17
80
7.625 1,769.17
305,000.00
COUNCIL BLUFFS IA 51503 2 11/22/95
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0380307976 05 01/01/96
0
9920693 O 12/01/25
0
1464045 180/728 F 280,000.00
ZZ
PRINDLE SUSAN 360 280,000.00
1
2ND NW 8TH AND MONTE VERDE ST 8.000 2,054.54
53
7.750 2,054.54
534,065.00
CARMEL CA 93921 1 12/01/95
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0380299397 05 02/01/96
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3970365 O 01/01/26
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1464047 E61/728 F 252,000.00
ZZ
THOMAS ELI 360 252,000.00
1
353 LA SALLE AVENUE 8.125 1,871.09
80
7.875 1,871.09
315,000.00
SANTA CLARA CA 95051 1 12/14/95
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0380301565 05 02/01/96
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11277 O 01/01/26
0
1464431 791/728 F 221,200.00
ZZ
CHANCE DARLENE 360 221,051.58
1
111 LONG LEAF LANE 8.000 1,623.09
75
7.750 1,623.09
295,000.00
1
ALTAMONTE SPRIN FL 32714 1 11/21/95
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0380314089 05 01/01/96
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755866 O 12/01/25
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1464511 776/728 F 400,000.00
ZZ
PITTARD WILLIAM B 360 400,000.00
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2942 MOTOR AVENUE 7.750 2,865.65
80
7.500 2,865.65
500,000.00
LOS ANGELES CA 90064 1 12/07/95
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0380298910 05 02/01/96
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2192618 O 01/01/26
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1464514 731/728 F 228,750.00
ZZ
RIDDEL JOHN S 360 228,750.00
1
936 ALFRED AVENUE 8.000 1,678.49
75
7.750 1,678.49
305,000.00
WALNUT CREEK CA 94596 2 11/29/95
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0380302134 05 02/01/96
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110540412 O 01/01/26
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1464517 480/728 F 231,200.00
ZZ
IAVARONE CARMINE J 360 231,200.00
1
8570 W GULF BLVD 8.000 1,696.46
80
7.750 1,696.46
289,000.00
TREASURE ISLAND FL 33706 1 12/05/95
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0380313818 05 02/01/96
0
1749563 O 01/01/26
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1464520 776/728 F 265,300.00
ZZ
MISCHE ROBERT L 360 265,143.36
1
6026 CALLE CUERVO 8.625 2,063.48
80
8.375 2,063.48
333,000.00
YORBA LINDA CA 92687 2 11/30/95
00
0380299694 05 01/01/96
0
6125974 O 12/01/25
0
1464528 776/728 F 148,100.00
ZZ
CARTER JAMES 360 148,100.00
1
175 RIVER CHASE CIRCLE 8.375 1,125.67
75
8.125 1,125.67
197,500.00
SACRAMENTO CA 95825 1 12/04/95
00
0380300047 03 02/01/96
0
2325059 O 01/01/26
0
1
1464529 776/728 F 260,200.00
ZZ
HATCH MICHAEL P 360 260,034.08
1
361 PLUMOSA DRIVE 8.250 1,954.80
80
8.000 1,954.80
325,350.00
PASADENA CA 91107 1 11/29/95
00
0380299751 05 01/01/96
0
2126206 O 12/01/25
0
1464530 698/728 F 328,000.00
ZZ
TAPSCOTT CHARLES E 360 328,000.00
1
5468 EAST SUNCREST ROAD 8.125 2,435.39
80
7.875 2,435.39
412,000.00
ANAHEIM CA 92807 1 12/12/95
00
0380298738 03 02/01/96
0
9551862 O 01/01/26
0
1464531 232/232 F 160,000.00
T
SACKETT JOHN E 360 159,905.53
1
4580 VAIL RACQUET CLUB DR 14-3 8.625 1,244.47
79
8.375 1,244.47
205,000.00
VAIL CO 81657 1 11/08/95
00
11007071 01 01/01/96
0
11007071 O 12/01/25
0
1464536 E22/728 F 88,400.00
T
WAGNER BRUCE C 360 88,400.00
1
CAROL ROAD 8.000 648.65
80
7.750 648.65
110,500.00
LAKE OZARK MO 65049 1 12/11/95
00
0410019657 05 02/01/96
0
0410019657 O 01/01/26
0
1464545 776/728 F 401,250.00
BB
SMOLENS DANIEL 360 401,250.00
1
1954 JAMESTOWN WAY 8.750 3,156.64
75
8.500 3,156.64
535,000.00
OXNARD CA 93035 2 12/06/95
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0380299058 09 02/01/96
0
2126263 O 01/01/26
0
1464550 B74/728 F 438,600.00
BB
NAGATA MAKOTO 360 438,600.00
1
1
3920 EAST GREEN CLOVER CIRCLE 7.875 3,180.15
85
7.625 3,180.15
516,000.00
ORANGE CA 92667 1 12/12/95
11
0380303066 03 02/01/96
12
956301 O 01/01/26
0
1464553 776/728 F 183,000.00
ZZ
GAZICA MICHELE M 360 183,000.00
1
536 NO NAOMI STREET 7.875 1,326.88
80
7.625 1,326.88
228,750.00
BURBANK CA 91505 1 12/05/95
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0380300013 05 02/01/96
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1464554 776/728 F 262,500.00
ZZ
GOODNOW II JAMES E 360 262,500.00
1
12477 OLD MINE ROAD 8.500 2,018.40
75
8.250 2,018.40
350,000.00
GRASS VALLEY CA 95945 5 12/01/95
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0380299942 05 02/01/96
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2325114 O 01/01/26
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1464558 776/728 F 335,000.00
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HERMAN KENNETH W 360 335,000.00
1
17381 SOUTHEAST WALTA VISTA DR 7.750 2,399.98
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7.500 2,399.98
580,000.00
MILWAUKIE OR 97267 5 12/01/95
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0380302654 05 02/01/96
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5026570 O 01/01/26
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1464564 776/728 F 215,500.00
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ZAMORA RAUL C 360 215,500.00
1
1150 FAIRMONT DRIVE 8.500 1,657.01
75
8.250 1,657.01
290,000.00
SAN BRUNO CA 94066 2 12/01/95
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0380299132 05 02/01/96
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1464568 776/728 F 225,000.00
ZZ
WALLACE MARK J 360 224,867.16
1
2050 ALI LANE 8.625 1,750.03
75
8.375 1,750.03
300,000.00
AUBURN CA 95603 2 11/28/95
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0380299231 05 01/01/96
0
1
2325112 O 12/01/25
0
1464580 640/640 F 232,000.00
ZZ
FORTNEY LAWRENCE 360 231,848.24
1
269 BELLE MEADE LANE 8.125 1,722.59
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7.875 1,722.59
295,000.00
MEMPHIS TN 38117 1 12/01/95
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5602677 05 01/01/96
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5602677 O 12/01/25
0
1464589 450/728 F 284,100.00
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DOWNS III WILLIAM T 360 284,100.00
1
21297 WHEATON 8.250 2,134.35
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8.000 2,134.35
355,400.00
NOVI MI 48375 1 12/06/95
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0380308008 05 02/01/96
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4116042 O 01/01/26
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1464628 070/728 F 285,000.00
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NEHRING LYNN F 360 284,822.85
1
5860 VISTA DEL MAR 8.375 2,166.21
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8.125 2,166.21
455,000.00
YORBA LINDA CA 92687 2 11/21/95
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0380307687 03 01/01/96
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6826645 O 12/01/25
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1464629 070/728 F 245,000.00
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HENLE MICHAEL 360 244,835.61
1
8460 DEL VISTA COURT 8.000 1,797.72
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7.750 1,797.72
350,000.00
LAS VEGAS NV 89113 5 11/07/95
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0380307695 05 01/01/96
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6910638 O 12/01/25
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1464638 A53/728 F 600,000.00
ZZ
DANN RUSSELL 360 600,000.00
1
720 JENNIFER COURT 8.000 4,402.59
54
7.750 4,402.59
1,125,000.00
LAKE FOREST IL 60045 1 12/12/95
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0380315466 05 02/01/96
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290016217 O 01/01/26
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1
1464645 601/728 F 518,500.00
ZZ
MCGOUGH GEORGE V 360 518,169.37
1
6538 GLENDORA STREET 8.250 3,895.32
75
8.000 3,895.32
691,500.00
DALLAS TX 75230 1 12/01/95
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0380311085 05 01/01/96
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843869 O 12/01/25
0
1464646 514/728 F 351,200.00
ZZ
ADELSTEIN ERIC D 360 350,761.90
1
2145 WEST CATON STREET 8.375 2,669.37
80
8.125 2,669.37
439,000.00
CHICAGO IL 60647 1 10/20/95
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0380302852 05 12/01/95
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780863 O 11/01/25
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1464651 601/728 F 375,000.00
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SCHAUB GEORGE A 360 374,772.82
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1155 HURON RIVER DR. 8.500 2,883.43
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8.250 2,883.43
606,000.00
ANN ARBOR MI 48103 5 11/17/95
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0380307992 05 01/01/96
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1036748 O 12/01/25
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1464666 171/728 F 556,000.00
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LOVETT JAMES V 360 556,000.00
1
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8.125 4,226.00
700,000.00
HENDERSON NV 89014 1 12/27/95
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0380311358 05 02/01/96
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2405831 O 01/01/26
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1464675 686/686 F 332,550.00
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HULL DAVID 360 332,358.66
1
10 CABERNET COURT 8.750 2,616.18
90
8.500 2,616.18
369,500.00
SCOTTS VALLEY CA 95066 1 11/27/95
10
30816848089 03 01/01/96
25
30816848089 O 12/01/25
0
1464676 686/686 F 300,000.00
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CABARDO ANDRE J 360 299,813.53
1
11978 MARGINATA COURT 8.375 2,280.22
86
8.125 2,280.22
349,990.00
1
SAN DIEGO CA 92131 1 11/30/95
10
30817248214 03 01/01/96
25
30817248214 O 12/01/25
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1464688 686/686 F 213,500.00
ZZ
MULCAHY ROBERT W 360 213,072.77
1
520 SEQUOIA DRIVE 7.875 1,548.03
70
7.625 1,548.03
305,000.00
SUNNYVALE CA 94086 1 11/30/95
00
30816848568 05 01/01/96
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30816848568 O 12/01/25
0
1464689 686/686 F 250,000.00
ZZ
MANDEL DOUGLAS K 360 250,000.00
1
15395 PROSPECT DRIVE 8.100 1,851.87
79
7.850 1,851.87
320,000.00
REDDING CA 96001 1 11/30/95
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30817237225 05 02/01/96
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30817237225 O 01/01/26
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1464690 686/686 F 268,000.00
ZZ
LUU HINH V 360 268,000.00
1
28825 VIA PASATIEMPO 7.875 1,943.19
80
7.625 1,943.19
335,000.00
LAGUNA NIGUEL CA 92677 2 11/30/95
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30817298037 03 02/01/96
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30817298037 O 01/01/26
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1464691 686/686 F 500,000.00
ZZ
DRUCKER THOMAS M 360 499,697.10
1
4 LIGHTHOUSE STREET #15 8.500 3,844.57
61
8.250 3,844.57
825,000.00
MARINA DEL REY CA 90292 2 11/29/95
00
30817298243 01 01/01/96
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30817298243 O 12/01/25
0
1464692 686/686 F 230,400.00
ZZ
FERNANDEZ J L 360 230,400.00
1
236 N WILLOW SPRINGS ROAD 7.875 1,670.56
80
7.625 1,670.56
288,000.00
ORANGE CA 92669 1 12/04/95
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30817298516 05 02/01/96
0
30817298516 O 01/01/26
0
1
1464698 686/686 F 384,000.00
ZZ
PASCUAL RONALDO C 360 383,747.52
1
8491 WAVERLY DRIVE 8.100 2,844.48
80
7.850 2,844.48
480,000.00
BUENA PARK CA 90621 2 11/22/95
00
30817288152 05 01/01/96
0
30817288152 O 12/01/25
0
1464699 686/686 F 232,000.00
ZZ
CORDER BRYAN 360 232,000.00
1
1315 CRAIG DRIVE 8.250 1,742.94
80
8.000 1,742.94
290,000.00
LOMPOC CA 93436 2 11/22/95
00
30817298276 05 02/01/96
0
30817298276 O 01/01/26
0
1464706 686/686 F 273,000.00
ZZ
MOISAN JOHN L 360 273,000.00
1
34965 SWEETWATER DRIVE 8.100 2,022.25
70
7.850 2,022.25
390,000.00
AGUA DULCE CA 91350 1 12/06/95
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30817173503 05 02/01/96
0
30817173503 O 01/01/26
0
1464744 025/025 F 268,700.00
ZZ
TILLMAN WILLIAM A 360 268,528.66
1
2512 GOLFVIEW DRIVE 8.250 2,018.65
87
8.000 2,018.65
311,579.00
FORT LAUDERDALE FL 33327 4 11/06/95
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473165 03 01/01/96
25
473165 O 12/01/25
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1464755 966/728 F 255,000.00
ZZ
RILEY RALPH W 360 254,656.66
1
2704 SYLVAN WAY 8.000 1,871.10
68
7.750 1,871.10
375,000.00
MCKINNEY TX 75070 4 10/11/95
00
0380315011 03 12/01/95
0
235923 O 11/01/25
0
1464805 686/686 F 315,000.00
ZZ
LANG, SR XENOPHON F 360 315,000.00
1
1
4115 SOUTH CLOVERDALE AVE 8.050 2,322.35
79
7.800 2,322.35
400,000.00
LOS ANGELES CA 90008 2 12/07/95
00
30817095805 05 02/01/96
0
30817095805 O 01/01/26
0
1464810 686/686 F 240,000.00
ZZ
THOMAS CARL M 360 240,000.00
1
206 DEL CABO 7.875 1,740.17
62
7.625 1,740.17
389,990.00
SAN CLEMENTE CA 92673 1 11/30/95
00
30817297674 03 02/01/96
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30817297674 O 01/01/26
0
1464812 450/728 F 296,000.00
ZZ
WILCOX KENDALL A 360 296,000.00
1
17245 BUENA VISTA AVENUE 7.750 2,120.58
80
7.500 2,120.58
370,000.00
LOS GATOS CA 95030 1 11/28/95
00
0380302266 05 02/01/96
0
3961877 O 01/01/26
0
1464814 450/728 F 269,000.00
ZZ
ARAM ASSAD N 360 269,000.00
1
5602 SUNMIST DRIVE 7.625 1,903.97
58
7.375 1,903.97
470,000.00
RANCHO PALOS VE CA 90275 2 12/01/95
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0380302829 05 02/01/96
0
3961042 O 01/01/26
0
1464818 E22/728 F 280,000.00
ZZ
DOERING STEVEN J 360 280,000.00
1
1166 KURTZ ROAD 8.500 2,152.96
70
8.250 2,152.96
401,000.00
HOLLY MI 48442 5 12/08/95
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0410058606 05 02/01/96
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0410058606 O 01/01/26
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1464820 E22/728 F 134,550.00
ZZ
CURRAN SHAWN F 360 134,550.00
1
2422 TOURNAMENT COURT 8.375 1,022.68
80
8.125 1,022.68
168,194.00
GRAND PRAIRIE TX 75050 1 12/08/95
00
0410058846 05 02/01/96
0
1
0410058846 O 01/01/26
0
1464855 480/728 F 225,167.00
ZZ
WILSON CHRISTOPH 360 225,167.00
1
3736 LAKE ASPEN WEST DR 8.375 1,711.43
83
8.125 1,711.43
273,000.00
GRETNA LA 70056 1 12/11/95
12
0380310475 05 02/01/96
25
1712215 O 01/01/26
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1464898 470/728 F 159,750.00
ZZ
PESTANA ANNE L 360 159,750.00
1
17807 38TH PLACE W 8.500 1,228.34
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8.250 1,228.34
213,000.00
LYNNWOOD WA 98037 1 12/27/95
00
0380305566 03 02/01/96
0
25075976 O 01/01/26
0
1464900 637/728 F 200,000.00
ZZ
GENDELS ROBBIE 360 199,869.17
1
12 BRANDYWINE DRIVE 8.125 1,485.00
40
7.875 1,485.00
505,000.00
WHITE PLAINS NY 10605 2 11/01/95
00
0380313396 05 01/01/96
0
4732103 O 12/01/25
0
1464903 637/728 F 250,150.00
ZZ
MULLER DAVID 360 249,986.36
1
717 STELTON ROAD 8.125 1,857.36
93
7.875 1,857.36
269,000.00
TEANECK NJ 07666 1 11/15/95
04
0380314345 05 01/01/96
30
4037644 O 12/01/25
0
1464904 637/728 F 310,450.00
ZZ
NASH LEONARD W 360 310,450.00
1
80 MIZPAH STREET 8.375 2,359.65
90
8.125 2,359.65
345,000.00
SAN FRANCISCO CA 94131 1 12/07/95
10
0380300526 05 02/01/96
25
3512894 O 01/01/26
0
1
1464905 387/387 F 408,000.00
ZZ
KUNHART JOHN A 360 407,733.11
1
8156 CAPITOLA AVENUE 8.125 3,029.39
80
7.875 3,029.39
510,000.00
FAIR OAKS CA 95628 1 11/22/95
00
559039 05 01/01/96
0
559039 O 12/01/25
0
1464906 387/387 F 235,800.00
ZZ
KNOTTER PAUL 360 235,649.64
1
825 SOUTH COCHRAN DRIVE 8.250 1,771.49
90
8.000 1,771.49
262,000.00
LOS ANGELES CA 90036 1 11/14/95
11
558643 05 01/01/96
25
558643 O 12/01/25
0
1464907 387/387 F 355,000.00
ZZ
YOUNG MICHAEL D 360 354,773.63
1
1518 LAS POSITAS ROAD 8.250 2,667.00
90
8.000 2,667.00
395,000.00
SANTA BARBARA CA 93105 2 11/27/95
11
566612 01 01/01/96
25
566612 O 12/01/25
0
1464908 387/387 F 245,250.00
ZZ
COLLINS BRUCE J 360 245,097.56
1
332 GETCHELL STREET 8.375 1,864.08
75
8.125 1,864.08
327,000.00
SANTA CRUZ CA 95060 5 11/16/95
00
561555 05 01/01/96
0
561555 O 12/01/25
0
1464909 461/461 F 436,000.00
ZZ
CURRY SHELDON 360 435,699.94
1
5008 PENDLETON COURT 7.875 3,161.31
80
7.625 3,161.31
545,000.00
LADERA HEIGHTS CA 90056 1 11/22/95
00
20976239 05 01/01/96
0
20976239 O 12/01/25
0
1464912 461/461 F 235,000.00
ZZ
SPRUITENBURG THOMAS J 360 234,846.28
1
167 JUANITA AVENUE 8.125 1,744.87
71
7.875 1,744.87
335,000.00
1
PACIFICA CA 94044 2 11/20/95
00
9020978425 05 01/01/96
0
9020978425 O 12/01/25
0
1464913 461/461 F 177,000.00
ZZ
NEVINS JOYCE S 360 177,000.00
1
45448 CAMINO MONZON 8.250 1,329.75
75
8.000 1,329.75
236,000.00
TEMECULA CA 92592 1 11/30/95
00
20979506 03 02/01/96
0
20979506 O 01/01/26
0
1464918 267/267 F 249,850.00
ZZ
KINOSHITA MICHAEL 360 249,850.00
1
22323 REDBEAM AVENUE 8.000 1,833.32
95
7.750 1,833.32
263,000.00
TORRANCE CA 90505 1 11/28/95
10
4369781 05 02/01/96
30
4369781 O 01/01/26
0
1464920 E22/728 F 148,000.00
ZZ
MURCHISON JEROLD D 360 148,000.00
1
3698 COLUMBIA DRIVE 8.250 1,111.87
80
8.000 1,111.87
185,000.00
NAPA CA 94558 5 12/11/95
00
0410053029 05 02/01/96
0
0410053029 O 01/01/26
0
1464921 267/267 F 360,000.00
ZZ
THOMSEN CHRISTOPH 360 360,000.00
1
5 REYNA PLACE 7.750 2,579.09
57
7.500 2,579.09
635,150.00
MENLO PARK CA 94025 1 11/29/95
00
4379134 05 02/01/96
0
4379134 O 01/01/26
0
1464922 267/267 F 296,250.00
ZZ
FRIED WILLIAM H 360 296,250.00
1
1002 PEPPER AVENUE 7.750 2,122.38
75
7.500 2,122.38
395,000.00
SUNNYVALE CA 94087 5 11/27/95
00
4376940 05 02/01/96
0
4376940 O 01/01/26
0
1
1464923 267/267 F 271,500.00
ZZ
AALTO JOHN E 360 271,303.49
1
4534 VAN NOORD AVENUE 7.625 1,921.67
78
7.375 1,921.67
350,000.00
NORTH HOLLYWOOD CA 91604 2 11/22/95
00
4372700 05 01/01/96
0
4372700 O 12/01/25
0
1464924 267/267 F 260,000.00
ZZ
LAYNE CHRISTOPHB 360 260,000.00
1
1572 GLENMONT DRIVE 7.625 1,840.27
80
7.375 1,840.27
325,000.00
GLENDALE CA 91207 1 12/01/95
00
4380038 05 02/01/96
0
4380038 O 01/01/26
0
1464925 267/267 F 261,000.00
ZZ
HALL MARGARET 360 261,000.00
1
7550 DUNBARTON AVENUE 7.750 1,869.84
90
7.500 1,869.84
290,000.00
LOS ANGELES CA 90045 1 11/27/95
10
4371194 05 02/01/96
25
4371194 O 01/01/26
0
1464927 744/728 F 301,000.00
ZZ
HEPPY GARY M 360 301,000.00
1
28295 VIA ALFONSE 7.875 2,182.46
85
7.625 2,182.46
355,000.00
LAGUNA NIGUEL CA 92677 2 12/08/95
14
0380302159 05 02/01/96
12
75809 O 01/01/26
0
1464928 694/728 F 271,900.00
ZZ
DESHPANDE VYAS 360 271,900.00
1
7 CAMERON LANE 7.875 1,971.47
80
7.625 1,971.47
339,900.00
LUMBERTON NJ 08048 1 12/13/95
00
0380303231 05 02/01/96
0
0400101009 O 01/01/26
0
1464930 744/728 F 424,000.00
ZZ
WAGNER KATHY J 360 424,000.00
1
1
32 SILVERWOOD DRIVE 8.375 3,222.71
73
8.125 3,222.71
585,000.00
LAFAYETTE CA 94549 2 12/07/95
00
0380300534 05 02/01/96
0
75861 O 01/01/26
0
1464933 736/728 F 324,000.00
ZZ
REYNA PAUL B 360 324,000.00
1
25640 CREEKVIEW CIRCLE 7.750 2,321.18
80
7.500 2,321.18
405,000.00
SALINAS CA 93908 1 12/08/95
00
0380303587 03 02/01/96
0
455655 O 01/01/26
0
1464934 736/728 F 277,600.00
ZZ
POLL DARRYL S 360 277,600.00
1
4368 CLEARWOOD ROAD 7.875 2,012.79
80
7.625 2,012.79
347,000.00
MOORPARK CA 93021 1 12/07/95
00
0380304023 03 02/01/96
0
457125 O 01/01/26
0
1464937 B74/728 F 316,000.00
ZZ
DADBIN SHAHROKH 360 316,000.00
1
1234 PECK DRIVE 8.625 2,457.82
80
8.375 2,457.82
395,000.00
LOS ANGELES CA 90035 2 12/05/95
00
0380301805 05 02/01/96
0
955719 O 01/01/26
0
1464940 744/728 F 497,500.00
ZZ
JUZANG MAXIE 360 497,500.00
1
18549 DORAL WAY 7.750 3,564.15
80
7.500 3,564.15
622,000.00
TARZANA AREA CA 91356 1 12/13/95
00
0380300070 03 02/01/96
0
75671 O 01/01/26
0
1464943 E19/728 F 243,000.00
ZZ
DOBRENEN JOHN J 360 243,000.00
1
16529 OLD FOREST ROAD 8.250 1,825.58
90
8.000 1,825.58
270,000.00
HACIENDA HEIGHT CA 91745 2 12/11/95
04
0380299850 05 02/01/96
25
1
100002799 O 01/01/26
0
1464945 596/728 F 230,000.00
ZZ
MACHOLD, JR JOHN H 360 229,853.34
1
12293 SUNSET PARKWAY 8.250 1,727.91
63
8.000 1,727.91
370,000.00
LOS ANGELES CA 90064 5 11/22/95
00
0380300716 05 01/01/96
0
49168305 O 12/01/25
0
1464960 405/405 F 235,500.00
ZZ
UNADKAT RAJNIKANTR 360 235,337.93
1
11602 EAST LAKE AVENUE 7.875 1,707.54
66
7.625 1,707.54
360,000.00
ENGLEWOOD CO 80111 2 11/10/95
00
3704988 05 01/01/96
0
3704988 O 12/01/25
0
1464961 405/405 F 262,000.00
ZZ
MAIO LAWRENCE T 360 261,673.17
1
4750 JEFFER LN 8.375 1,991.39
66
8.125 1,991.39
400,000.00
LA MESA CA 91941 2 10/20/95
00
3724804 05 12/01/95
0
3724804 O 11/01/25
0
1464962 405/405 F 269,200.00
ZZ
STRICKLAND CHERYL L 360 269,045.12
1
16 UPPER WARREN WAY 8.750 2,117.80
80
8.500 2,117.80
336,500.00
WARREN NJ 07059 1 11/29/95
00
3728839 05 01/01/96
0
3728839 O 12/01/25
0
1464963 405/405 F 417,500.00
ZZ
BIBLOWITZ KENNETH R 360 417,233.77
1
17454 RANCHO DEL RIO 8.250 3,136.54
64
8.000 3,136.54
660,000.00
RANCHO SANTA FE CA 92067 2 11/21/95
00
3754785 05 01/01/96
0
3754785 O 12/01/25
0
1
1464966 405/405 F 231,300.00
ZZ
BUC MICHAEL J 360 231,140.82
1
1378 SPARROW ROAD 7.875 1,677.09
80
7.625 1,677.09
289,130.00
CARLSBAD CA 92009 1 11/08/95
00
3759438 03 01/01/96
0
3759438 O 12/01/25
0
1464969 405/405 F 500,000.00
ZZ
KAMHI ARNOLD D 360 499,655.90
1
27 EVANS DRIVE 7.875 3,625.35
56
7.625 3,625.35
900,000.00
BROOKVILLE NY 11545 1 11/17/95
00
3769395 05 01/01/96
0
3769395 O 12/01/25
0
1464970 405/405 F 272,700.00
ZZ
DE WEESE ROBERT O 360 272,538.99
1
4281 CANDLEBERRY AVENUE 8.625 2,121.04
90
8.375 2,121.04
303,000.00
SEAL BEACH CA 90740 1 11/09/95
10
3770385 05 01/01/96
25
3770385 O 12/01/25
0
1464971 405/405 F 288,000.00
ZZ
SCHERZ HAROLD 360 287,806.75
1
220 BONNIEVIEW 8.000 2,113.25
66
7.750 2,113.25
440,000.00
AUSTIN TX 78704 2 11/22/95
00
3770609 05 01/01/96
0
3770609 O 12/01/25
0
1464972 405/405 F 346,000.00
ZZ
WINE D T 360 345,767.84
1
1565 PARKVIEW DRIVE 8.000 2,538.83
83
7.750 2,538.83
418,000.00
VISTA CA 92083 2 11/22/95
21
3770732 03 01/01/96
12
3770732 O 12/01/25
0
1464973 405/405 F 273,800.00
ZZ
WUEST CRAIG R 360 273,616.28
1
401 TRIOMPHE COURT 8.000 2,009.05
77
7.750 2,009.05
360,000.00
1
DANVILLE CA 94506 2 11/15/95
00
3772258 03 01/01/96
0
3772258 O 12/01/25
0
1464974 405/405 F 491,000.00
ZZ
CHASE GLENN A 360 490,702.55
1
955 PENINSULA WAY 8.500 3,775.37
77
8.250 3,775.37
643,000.00
MENLO PARK CA 94025 2 11/14/95
00
3774189 05 01/01/96
0
3774189 O 12/01/25
0
1464975 405/405 F 239,750.00
ZZ
ROWE JEFFREY A 360 239,585.00
1
4982 ODESSA AVENUE 7.875 1,738.36
70
7.625 1,738.36
342,500.00
LOS ANGELES CA 91436 1 11/06/95
00
3775699 05 01/01/96
0
3775699 O 12/01/25
0
1464976 405/405 F 243,000.00
ZZ
MILLER DARREN B 360 242,848.96
1
37 MONSERRAT AVENUE 8.375 1,846.98
80
8.125 1,846.98
305,000.00
FOOTHILL RANCH CA 92610 2 11/14/95
00
3776812 03 01/01/96
0
3776812 O 12/01/25
0
1464977 405/405 F 217,600.00
ZZ
HOOVER KARL H 360 217,471.52
1
3462 OUTLOOK COURT 8.625 1,692.48
80
8.375 1,692.48
272,000.00
SAN JOSE CA 95132 2 11/10/95
00
3777810 05 01/01/96
0
3777810 O 12/01/25
0
1464978 405/405 F 335,000.00
ZZ
ANDREWS PAUL R 360 334,786.38
1
701 PURITAN 8.250 2,516.75
76
8.000 2,516.75
441,000.00
BIRMINGHAM MI 48009 2 11/16/95
00
3778214 05 01/01/96
0
3778214 O 12/01/25
0
1
1464980 405/405 F 262,000.00
ZZ
REIGLE TIMOTHY C 360 261,845.32
1
34055 ST OF THE CRYSTAL LANTER 8.625 2,037.81
90
8.375 2,037.81
292,000.00
DANA POINT CA 92629 2 11/15/95
21
3780319 05 01/01/96
25
3780319 O 12/01/25
0
1464981 405/405 F 356,000.00
ZZ
WATSON, JR GABE A 360 355,761.12
1
416 CALLE DE ARAGON 8.000 2,612.21
79
7.750 2,612.21
455,500.00
TORRANCE CA 90277 2 11/10/95
00
3782646 05 01/01/96
0
3782646 O 12/01/25
0
1464982 405/405 F 295,000.00
ZZ
SIMMONS MICHAEL S 360 294,816.63
1
ROUTE 626 OAKLEIGH 8.375 2,242.22
77
8.125 2,242.22
385,000.00
LOUISA VA 23093 1 11/30/95
00
3786837 05 01/01/96
0
3786837 O 12/01/25
0
1464984 405/405 F 255,000.00
ZZ
GETTLE JASON E 360 254,833.19
1
1158 VILLAGE DRIVE 8.125 1,893.37
90
7.875 1,893.37
285,000.00
BELMONT CA 94002 2 11/20/95
14
3789385 09 01/01/96
25
3789385 O 12/01/25
0
1464985 405/405 F 300,000.00
ZZ
HERRMANN BRUCE W 360 299,808.70
1
23301 PARTRIDGE LANE 8.250 2,253.80
28
8.000 2,253.80
1,080,000.00
LOS ALTOS CA 94024 2 11/02/95
00
3792314 05 01/01/96
0
3792314 O 12/01/25
0
1464986 405/405 F 544,000.00
ZZ
IINO THOMAS 360 543,616.04
1
1
945 GLENHAVEN DRIVE 7.750 3,897.29
70
7.500 3,897.29
780,000.00
LOS ANGELES CA 90272 2 11/08/95
00
3792611 05 01/01/96
0
3792611 O 12/01/25
0
1464987 405/405 F 556,000.00
ZZ
SINGER MICHAEL L 360 555,645.45
1
3682 AVENIDA CALLADA 8.250 4,177.05
80
8.000 4,177.05
695,000.00
CALABASAS CA 91302 2 11/01/95
00
3793262 03 01/01/96
0
3793262 O 12/01/25
0
1464988 405/405 F 235,150.00
ZZ
PRICE ROBERT W 360 235,000.05
1
1605 SANTA ANA AVENUE #D 8.250 1,766.61
80
8.000 1,766.61
293,940.00
COSTA MESA CA 92627 1 11/02/95
00
3793536 03 01/01/96
0
3793536 O 12/01/25
0
1464989 405/405 F 495,200.00
ZZ
MC CLURE JOHN M 360 494,884.22
1
5130 LAFITTE DRIVE 8.250 3,720.28
80
8.000 3,720.28
619,000.00
AGOURA CA 91301 1 11/03/95
00
3793825 03 01/01/96
0
3793825 O 12/01/25
0
1464990 405/405 F 228,000.00
ZZ
NAPOLILLO MICHAEL 360 227,843.09
1
650 BROCTON COURT #101 7.875 1,653.16
80
7.625 1,653.16
285,000.00
LONG BEACH CA 90803 2 11/08/95
00
3795325 03 01/01/96
0
3795325 O 12/01/25
0
1464991 405/405 F 297,000.00
ZZ
BARRY JOHN C 360 296,795.60
1
6787 FINDLEY CIRCLE 7.875 2,153.46
75
7.625 2,153.46
397,000.00
HUNTINGTON BEAC CA 92648 1 11/20/95
00
3795440 05 01/01/96
0
1
3795440 O 12/01/25
0
1464992 405/405 F 340,500.00
ZZ
PINTO RANDOLPH 360 340,282.87
1
577 AUGUSTA LANE 8.250 2,558.07
72
8.000 2,558.07
477,000.00
LOUISVILLE CO 80027 2 11/08/95
00
3795473 03 01/01/96
0
3795473 O 12/01/25
0
1464993 405/405 F 262,350.00
ZZ
LINDSAY D M 360 262,186.93
1
1899 VIA DEL TORRIE 8.375 1,994.05
90
8.125 1,994.05
292,000.00
ALPINE CA 91901 2 11/10/95
21
3795705 01 01/01/96
25
3795705 O 12/01/25
0
1464994 405/405 F 296,000.00
ZZ
MARBINI SAIED A 360 295,806.38
1
3689 COUNTRY CLUB DRIVE 8.125 2,197.79
80
7.875 2,197.79
370,000.00
REDWOOD CITY CA 94061 1 11/01/95
00
3795812 05 01/01/96
0
3795812 O 12/01/25
0
1464995 405/405 F 259,100.00
ZZ
LANTHORNE, III RUSSELL J 360 258,921.68
1
3370 AVENIDA NIEVE 7.875 1,878.66
90
7.625 1,878.66
287,902.00
CARLSBAD CA 92009 1 11/15/95
21
3795820 03 01/01/96
25
3795820 O 12/01/25
0
1464996 405/405 F 466,800.00
ZZ
LAMBO MICHAEL J 360 466,502.33
1
705 TURNBRIDGE ROAD 8.250 3,506.92
79
8.000 3,506.92
596,000.00
WAYNE PA 19087 2 11/13/95
00
3796067 03 01/01/96
0
3796067 O 12/01/25
0
1
1464997 405/405 F 246,000.00
ZZ
QUADAY STEVEN J 360 245,847.10
1
16780 DRY CREEK COURT 8.375 1,869.78
88
8.125 1,869.78
280,000.00
MORGAN HILL CA 95037 2 11/07/95
21
3796323 05 01/01/96
25
3796323 O 12/01/25
0
1464998 405/405 F 205,200.00
ZZ
JOHNSON RICKY 360 205,069.15
1
330 BRIGHTON COURT 8.250 1,541.60
84
8.000 1,541.60
245,000.00
CRETE IL 60417 2 12/01/95
14
3796471 05 01/01/96
12
3796471 O 12/01/25
0
1464999 405/405 F 628,000.00
ZZ
CLEMENS LORRIE E 360 627,567.81
1
275 ESCOBAR ROAD 7.875 4,553.44
80
7.625 4,553.44
785,000.00
PORTOLA VALLEY CA 94025 1 11/09/95
00
3796687 05 01/01/96
0
3796687 O 12/01/25
0
1465000 405/405 F 238,000.00
ZZ
LAM PETER S 360 237,855.81
1
1595 NUTHATCH LANE 8.500 1,830.02
80
8.250 1,830.02
298,000.00
SUNNYVALE CA 94087 1 11/06/95
00
3796745 05 01/01/96
0
3796745 O 12/01/25
0
1465002 405/405 F 436,000.00
ZZ
HSU DARREN S 360 435,714.79
1
21074 MARCY COURT 8.125 3,237.29
80
7.875 3,237.29
545,000.00
CUPERTINO CA 95014 2 11/06/95
00
3798055 05 01/01/96
0
3798055 O 12/01/25
0
1465003 405/405 F 391,500.00
ZZ
WESSEL LELAND G 360 391,256.65
1
5430 RENAISSANCE AVENUE 8.375 2,975.69
90
8.125 2,975.69
435,000.00
1
SAN DIEGO CA 92122 2 11/17/95
11
3798071 01 01/01/96
25
3798071 O 12/01/25
0
1465004 405/405 F 227,000.00
ZZ
RAGAN JOHN W 360 226,851.51
1
6420 SW CANBY STREET 8.125 1,685.47
73
7.875 1,685.47
315,000.00
PORTLAND OR 97219 2 11/20/95
00
3798204 05 01/01/96
0
3798204 O 12/01/25
0
1465005 405/405 F 330,000.00
ZZ
GREMP JOHN T 360 329,784.12
1
14 SOUTH ROYAL FERN DRIVE 8.125 2,450.25
63
7.875 2,450.25
528,850.00
THE WOODLANDS TX 77380 1 11/21/95
00
3798428 03 01/01/96
0
3798428 O 12/01/25
0
1465006 405/405 F 334,250.00
ZZ
ELDER WILLIAM 360 334,019.97
1
17253 AVENIDA DE LA HERRADURA 7.875 2,423.55
70
7.625 2,423.55
477,500.00
LOS ANGELES CA 90272 1 11/06/95
00
3798840 03 01/01/96
0
3798840 O 12/01/25
0
1465007 405/405 F 332,000.00
ZZ
HERTZOG HILLARY S 360 331,771.51
1
804 MILAN AVENUE 7.875 2,407.24
80
7.625 2,407.24
415,000.00
SOUTH PASADENA CA 91030 1 11/08/95
00
3798972 05 01/01/96
0
3798972 O 12/01/25
0
1465008 405/405 F 262,400.00
ZZ
ROMEO RICHARD E 360 262,232.67
1
1510 BLUEBELL AVENUE 8.250 1,971.33
80
8.000 1,971.33
331,000.00
BOULDER CO 80302 2 11/13/95
00
3799319 05 01/01/96
0
3799319 O 12/01/25
0
1
1465011 405/405 F 384,850.00
ZZ
WATSON DEBORAH 360 384,634.25
1
5004 WESTGROVE LANE 8.875 3,062.04
77
8.625 3,062.04
500,000.00
COLLEYVILLE TX 76034 2 11/17/95
00
3802394 03 01/01/96
0
3802394 O 12/01/25
0
1465012 405/405 F 279,300.00
ZZ
GLASER KARL A 360 279,130.79
1
1228 3RD AVENUE 8.500 2,147.58
70
8.250 2,147.58
399,000.00
LONGMONT CO 80501 1 11/14/95
00
3802410 05 01/01/96
0
3802410 O 12/01/25
0
1465014 405/405 F 374,000.00
ZZ
TRAVERSI STEVEN R 360 373,755.35
1
27274 EASTVALE ROAD 8.125 2,776.94
68
7.875 2,776.94
550,000.00
PALOS VERDES ES CA 90274 2 11/10/95
00
3802832 05 01/01/96
0
3802832 O 12/01/25
0
1465015 405/405 F 331,800.00
ZZ
CIHOUSKI JOSEPH J 360 331,598.99
1
1281 SUNSET CLIFFS BLVD 8.500 2,551.26
59
8.250 2,551.26
565,000.00
SAN DIEGO CA 92107 2 11/02/95
00
3803046 05 01/01/96
0
3803046 O 12/01/25
0
1465016 405/405 F 575,000.00
ZZ
HARTMAN LEE A 360 574,604.29
1
4414 PARK MALLORCA 7.875 4,169.15
80
7.625 4,169.15
720,000.00
CALABASAS CA 91302 2 11/09/95
00
3803459 03 01/01/96
0
3803459 O 12/01/25
0
1465018 405/405 F 220,250.00
ZZ
MCKINNEY MARK D 360 220,102.21
1
1
3726 CHESTNUT AVENUE 8.000 1,616.12
90
7.750 1,616.12
245,000.00
LONG BEACH CA 90807 1 11/22/95
10
3804622 05 01/01/96
25
3804622 O 12/01/25
0
1465019 405/405 F 307,450.00
ZZ
TAYLOR DON 360 307,243.71
1
59 EAST REVERE STREET 8.000 2,255.96
90
7.750 2,255.96
342,000.00
UPLAND CA 91786 1 11/15/95
10
3804937 05 01/01/96
25
3804937 O 12/01/25
0
1465022 405/405 F 280,000.00
ZZ
ORR, JR CHARLES L 360 279,821.45
1
11674 NEBRASKA AVENUE 8.250 2,103.55
85
8.000 2,103.55
330,000.00
LOS ANGELES CA 90025 2 11/27/95
14
3806296 01 01/01/96
12
3806296 O 12/01/25
0
1465023 405/405 F 333,750.00
ZZ
CURRAN THOMAS L 360 333,520.31
1
29131 ALFIERI STREET 7.875 2,419.92
90
7.625 2,419.92
371,000.00
LAGUNA NIGUEL CA 92677 1 11/16/95
11
3806494 03 01/01/96
25
3806494 O 12/01/25
0
1465024 405/405 F 332,000.00
ZZ
KUNITOMI GENE M 360 331,798.87
1
112 OAK DRIVE 8.500 2,552.80
80
8.250 2,552.80
415,000.00
SAN RAFAEL CA 94901 2 11/20/95
00
3806809 05 01/01/96
0
3806809 O 12/01/25
0
1465025 405/405 F 252,000.00
ZZ
LONDON BARBARA P 360 251,817.60
1
13158 WINDBREAK ROAD 7.625 1,783.65
80
7.375 1,783.65
315,000.00
SAN DIEGO CA 92130 1 11/28/95
00
3807831 03 01/01/96
0
1
3807831 O 12/01/25
0
1465026 405/405 F 387,000.00
ZZ
SAUTER JEREMY B 360 386,740.33
1
9285 FLICKER PLACE 8.000 2,839.67
90
7.750 2,839.67
430,000.00
LOS ANGELES CA 90069 1 11/09/95
21
3808078 05 01/01/96
25
3808078 O 12/01/25
0
1465027 405/405 F 580,000.00
ZZ
STEINKOHL WILLIAM B 360 579,610.83
1
1673 CATALUNA PLACE 8.000 4,255.84
80
7.750 4,255.84
725,000.00
PALOS VERDES ES CA 90274 2 11/15/95
00
3808466 05 01/01/96
0
3808466 O 12/01/25
0
1465028 405/405 F 240,000.00
ZZ
ACKERMAN DAVID M 360 239,838.96
1
7668 EAST ARIZONA DRIVE 8.000 1,761.04
80
7.750 1,761.04
300,000.00
DENVER CO 80231 1 11/21/95
00
3808474 03 01/01/96
0
3808474 O 12/01/25
0
1465029 405/405 F 343,200.00
ZZ
KAESLER RUDIGER 360 342,975.49
1
1135 GREEN LANE 8.125 2,548.26
80
7.875 2,548.26
429,000.00
LA CANADA-FLINT CA 91011 1 11/16/95
00
3808532 05 01/01/96
0
3808532 O 12/01/25
0
1465030 405/405 F 270,000.00
ZZ
HYDUKE CHRIS L 360 269,823.37
1
806 CARNELIAN STREET 8.125 2,004.75
90
7.875 2,004.75
300,000.00
REDONDO BEACH CA 90277 2 11/28/95
10
3809431 05 01/01/96
25
3809431 O 12/01/25
0
1
1465031 405/405 F 300,000.00
ZZ
BALDRIDGE EUGENE T 360 299,813.53
1
562 BELLEFONTAINE STREET 8.375 2,280.22
48
8.125 2,280.22
629,000.00
PASADENA CA 91105 2 11/10/95
00
3809498 05 01/01/96
0
3809498 O 12/01/25
0
1465032 405/405 F 412,500.00
T
CORNELIUS KENNETH E 360 412,250.11
1
500 BAY DRIVE 12B1-2 8.500 3,171.77
75
8.250 3,171.77
550,000.00
LAHAINA HI 96761 2 11/21/95
00
3809621 01 01/01/96
0
3809621 O 12/01/25
0
1465033 405/405 F 258,800.00
ZZ
HARGETT ROBERT L 360 258,639.14
1
10611 INDIGO BROOM LOOP 8.375 1,967.07
80
8.125 1,967.07
323,503.00
AUSTIN TX 78733 1 11/29/95
00
3809647 03 01/01/96
0
3809647 O 12/01/25
0
1465034 405/405 F 352,000.00
ZZ
GILL JAMES H 360 351,757.75
1
911 14TH STREET 7.875 2,552.25
80
7.625 2,552.25
440,000.00
MANHATTAN BEACH CA 90266 1 11/14/95
00
3810090 05 01/01/96
0
3810090 O 12/01/25
0
1465035 405/405 F 207,100.00
ZZ
LEWMAN KAREN M 360 206,967.93
1
473 SOUTH CATALINA AVENUE 8.250 1,555.88
95
8.000 1,555.88
218,000.00
PASADENA CA 91106 1 11/21/95
10
3810132 01 01/01/96
30
3810132 O 12/01/25
0
1465036 405/405 F 465,000.00
ZZ
HELD FREDERICK 360 464,703.49
1
1320 VIA GABRIEL 8.250 3,493.39
69
8.000 3,493.39
680,000.00
1
PALOS VERDES ES CA 90274 2 11/20/95
00
3810462 05 01/01/96
0
3810462 O 12/01/25
0
1465038 405/405 F 350,000.00
ZZ
SCIDMORE, JR GERALD F 360 349,782.45
1
11 MONTECITO DRIVE 8.375 2,660.26
36
8.125 2,660.26
980,000.00
NEWPORT BEACH CA 92625 2 11/20/95
00
3811700 03 01/01/96
0
3811700 O 12/01/25
0
1465039 405/405 F 322,000.00
ZZ
SULLIVAN GARY W 360 321,789.36
1
1340 MARTIN AVENUE 8.125 2,390.85
75
7.875 2,390.85
430,000.00
SAN JOSE CA 95126 2 11/16/95
00
3812146 05 01/01/96
0
3812146 O 12/01/25
0
1465040 405/405 F 254,400.00
ZZ
HEWITT KENNETH M 360 254,233.58
1
12428 PICRUS STREET 8.125 1,888.92
80
7.875 1,888.92
318,000.00
SAN DIEGO CA 92129 2 11/22/95
00
3812872 05 01/01/96
0
3812872 O 12/01/25
0
1465041 405/405 F 231,300.00
ZZ
NEFF DANIEL E 360 231,163.44
1
7303 URSHAN WAY 8.625 1,799.03
90
8.375 1,799.03
257,000.00
SAN JOSE CA 95138 2 11/22/95
10
3813367 05 01/01/96
25
3813367 O 12/01/25
0
1465042 405/405 F 211,500.00
ZZ
NERZIG RICHARD 360 211,361.64
1
87 HIGHLAND AVENUE 8.125 1,570.39
90
7.875 1,570.39
235,000.00
PORT WASHINGTON NY 11050 1 12/01/95
10
3813524 05 01/01/96
25
3813524 O 12/01/25
0
1
1465043 405/405 F 306,800.00
ZZ
SHOHFI JOHN A 360 306,599.30
1
2564 BOULDER ROAD 8.125 2,277.99
90
7.875 2,277.99
341,000.00
ALTADENA CA 91001 1 11/16/95
21
3813680 05 01/01/96
25
3813680 O 12/01/25
0
1465044 405/405 F 252,000.00
ZZ
LOWE DAVID A 360 251,835.15
1
132 WILLIAMS LANDING DRIVE 8.125 1,871.10
80
7.875 1,871.10
315,000.00
FOSTER CITY CA 94404 1 11/21/95
00
3814464 03 01/01/96
0
3814464 O 12/01/25
0
1465045 405/405 F 553,600.00
ZZ
ODOMES NATE 360 553,273.15
1
8265 SENTINAE CHASE DRIVE 8.625 4,305.85
80
8.375 4,305.85
700,000.00
ROSWELL GA 30076 2 11/27/95
00
3815115 03 01/01/96
0
3815115 O 12/01/25
0
1465046 405/405 F 310,400.00
ZZ
ECHOLS JAMES F 360 310,191.72
1
3740 GARNET STREET 8.000 2,277.61
80
7.750 2,277.61
388,000.00
HOUSTON TX 77005 1 11/30/95
00
3816113 03 01/01/96
0
3816113 O 12/01/25
0
1465047 405/405 F 322,200.00
ZZ
MOORE DAVID R 360 321,978.26
1
16164 TORTOLA CIRCLE 7.875 2,336.18
90
7.625 2,336.18
358,000.00
HUNTINGTON BEAC CA 92649 1 11/28/95
10
3818127 09 01/01/96
25
3818127 O 12/01/25
0
1465049 405/405 F 332,600.00
ZZ
TODD DAVID 360 332,403.63
1
1
4085 BENDING OAK COURT 8.625 2,586.93
90
8.085 2,586.93
370,000.00
MOORPARK CA 93021 1 11/06/95
22
3798907 03 01/01/96
25
3798907 O 12/01/25
0
1465050 405/405 F 327,600.00
ZZ
BRABAND RICHARD M 360 327,421.05
1
5 WHITE CLIFF 9.000 2,635.95
87
8.460 2,635.95
378,000.00
LAGUNA NIGUEL CA 92677 2 11/24/95
22
3810561 03 01/01/96
25
3810561 O 12/01/25
0
1465051 405/405 F 280,900.00
ZZ
WENTZ STEVEN A 360 280,900.00
1
87 SHADY GROVE LANE 8.250 2,110.31
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7.710 2,110.31
312,500.00
THOUSAND OAKS CA 91360 1 12/01/95
22
3811387 05 02/01/96
25
3811387 O 01/01/26
0
1465052 405/405 F 252,000.00
ZZ
CATTANEO KEITH P 360 251,855.01
1
443 YELLOWSTONE DRIVE 8.750 1,982.49
90
8.210 1,982.49
280,000.00
SOUTH SAN FRANC CA 94080 1 11/20/95
22
3813045 05 01/01/96
25
3813045 O 12/01/25
0
1465053 405/405 F 352,750.00
ZZ
ANDRESS PETER 360 352,530.74
1
3432 LA SOMBRA DRIVE 8.375 2,681.16
85
7.835 2,681.16
415,000.00
LOS ANGELES CA 90068 1 11/22/95
22
3814548 05 01/01/96
12
3814548 O 12/01/25
0
1465087 480/728 F 615,000.00
ZZ
STENGER DANIEL F 360 615,000.00
1
927 MACKALL AVENUE 8.375 4,674.44
74
8.125 4,674.44
835,000.00
MCLEAN VA 22101 2 12/08/95
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0380304205 05 02/01/96
0
1
1136035 O 01/01/26
0
1465088 664/728 F 225,000.00
ZZ
KOSCELNIK RICK J 360 224,608.80
1
3007 SOMBRERO CIRCLE 8.750 1,770.08
79
8.500 1,770.08
285,000.00
SAN RAMON CA 94583 2 09/07/95
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0380302183 03 11/01/95
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2031011 O 10/01/25
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1465089 731/728 F 281,600.00
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BLOOM GENE 360 281,600.00
1
24886 EATON LANE 8.500 2,165.26
90
8.250 2,165.26
315,000.00
LAGUNA NIGUEL CA 92677 2 12/06/95
14
0380301052 03 02/01/96
25
411610925 O 01/01/26
0
1465095 685/728 F 239,400.00
ZZ
SCHONDER STEVEN H 360 239,400.00
1
25911 WINDSONG DRIVE 7.875 1,735.82
90
7.625 1,735.82
266,000.00
LAKE FOREST CA 92630 1 12/07/95
11
0380303371 03 02/01/96
25
102843 O 01/01/26
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1465096 685/728 F 216,100.00
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STOUT JAMES A 360 216,100.00
1
23201 OCEAN AVENUE 8.500 1,661.62
95
8.250 1,661.62
227,500.00
TORRANCE CA 90505 1 12/04/95
11
0380300054 05 02/01/96
30
102829 O 01/01/26
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1465102 E22/728 F 284,500.00
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VAUGHAN JEFFERSONR 360 284,500.00
1
172 SATINWOOD LANE 8.625 2,212.81
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8.375 2,212.81
299,554.00
PALM BEACH GARD FL 33410 1 12/15/95
04
0410005870 03 02/01/96
30
0410005870 O 01/01/26
0
1
1465106 E22/728 F 216,750.00
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ARGHANDIWAL AHMAD A 360 216,750.00
1
6780 SAPPHIRE STREET 8.250 1,628.37
85
8.000 1,628.37
255,000.00
DUBLIN CA 94568 1 12/08/95
04
0410051833 05 02/01/96
17
0410051833 O 01/01/26
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1465120 744/728 F 611,250.00
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NAMBISAN RAMAN 360 611,250.00
1
86 SANDERS RANCH ROAD 8.500 4,699.98
75
8.250 4,699.98
815,000.00
MORAGA CA 94558 2 12/05/95
00
0380300609 03 02/01/96
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75756 O 01/01/26
0
1465124 171/728 F 328,000.00
ZZ
GILMORE CATHERINE 360 328,000.00
1
3032 NORTHEAST REGENTS DRIVE 8.250 2,464.16
80
8.000 2,464.16
410,000.00
PORTLAND OR 97212 1 12/08/95
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0380301730 05 02/01/96
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37090245 O 01/01/26
0
1465125 624/728 F 280,000.00
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BURNETT PAUL R 360 280,000.00
1
1960 LLAGAS ROAD 7.875 2,030.19
71
7.625 2,030.19
399,000.00
MORGAN HILL CA 95037 1 12/12/95
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0380300625 05 02/01/96
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21073065133 O 01/01/26
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1465130 664/728 F 297,000.00
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JASSO DRAKE L 360 296,820.07
1
2421 NORTH ALTADENA DRIVE 8.500 2,283.68
68
8.250 2,283.68
440,000.00
ALTADENA AREA CA 91001 2 11/28/95
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0380301748 05 01/01/96
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2062909 O 12/01/25
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1465132 731/728 F 328,000.00
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FEKRI AMIR G 360 328,000.00
1
5966 WOODLAND VIEW DRIVE 7.875 2,378.23
80
WOODLAND HILLS AREA 7.625 2,378.23
410,000.00
1
LOS ANGELES CA 91367 1 12/06/95
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0380301755 05 02/01/96
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411910990 O 01/01/26
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1465135 B74/728 F 162,750.00
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HANDLEY FLORANCE E 360 162,750.00
2
1704 GRAND AVENUE 7.750 1,165.96
61
7.500 1,165.96
270,000.00
SAN DIEGO CA 92109 2 12/08/95
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0380303462 05 02/01/96
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956138 O 01/01/26
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1465136 E19/728 F 560,000.00
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MORADI SALM R 360 560,000.00
1
623 NORTH MARQUETTE STREET 7.750 4,011.91
80
7.500 4,011.91
700,000.00
PACIFIC PALISAD CA 90272 2 12/12/95
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0380300203 05 02/01/96
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100003510 O 01/01/26
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1465138 E19/728 F 424,000.00
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PLAMANN ALFRED A 360 424,000.00
1
5020 INDIANOLA WAY 8.375 3,222.71
64
8.125 3,222.71
667,000.00
LA CANADA-FLINT CA 91011 2 12/13/95
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0380300583 05 02/01/96
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100003753 O 01/01/26
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1465139 E19/728 F 240,000.00
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EVANGELISTA EDGAR A 360 240,000.00
1
605 TURQUOISE DRIVE 7.875 1,740.17
75
7.625 1,740.17
320,000.00
HERCULES CA 94547 2 12/13/95
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0380300591 05 02/01/96
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100003621 O 01/01/26
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1465142 783/728 F 236,000.00
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MEAD PHILIP J 360 220,472.42
1
410 CASTLEVIEW PLACE 7.625 1,670.40
80
7.375 1,670.40
295,000.00
WENATCHEE WA 98801 2 07/01/93
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0380303306 05 09/01/93
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1855000561 O 08/01/23
0
1
1465143 783/728 F 287,000.00
ZZ
GALBRAITH DWIGHT 360 280,408.18
1
750 W WINDIMERE LANE 7.625 2,031.37
70
7.375 2,031.37
410,000.00
OAK HARBOR WA 98277 2 07/23/93
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0380304288 05 09/01/93
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2255000442 O 08/01/23
0
1465146 783/728 F 350,000.00
ZZ
LOOMIS JAMES A 360 341,250.02
1
1589 N WEST BEACH ROAD 7.750 2,507.45
70
7.500 2,507.45
500,000.00
OAK HARBOR WA 98277 4 05/15/93
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0380303561 05 07/01/93
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2255000409 O 06/01/23
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1465147 783/728 F 295,000.00
ZZ
HEUSER GUNNAR 360 294,602.80
1
125 TWIN VIEW CT 8.000 2,164.61
79
7.750 2,164.61
375,000.00
PORT LUDLOW WA 98365 2 10/11/95
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0380315524 03 12/01/95
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3150911083 O 11/01/25
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1465149 783/728 F 290,000.00
ZZ
RANTA CRAIG S 360 288,812.85
1
7704 234TH PLACE NE 8.000 2,127.92
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7.750 2,127.92
362,500.00
REDMOND WA 98052 1 06/20/95
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0380304965 05 08/01/95
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1550516177 O 07/01/25
0
1465151 783/728 F 246,000.00
ZZ
DOORNINK DANIEL G 360 242,854.42
1
2015 EVERGREEN CT 8.000 1,805.06
57
7.750 1,805.06
435,000.00
YAKIMA WA 98002 2 07/08/94
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0380304973 05 09/01/94
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2240426229 O 08/01/24
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1465152 783/728 F 225,000.00
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FUNSTON JAMES C 360 224,697.05
1
1
2614 144TH ST NE 8.000 1,650.97
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7.750 1,650.97
250,000.00
MARYSVILLE WA 98271 2 10/04/95
10
0380301854 05 12/01/95
25
3250919192 O 11/01/25
0
1465153 783/728 F 220,000.00
ZZ
SANGSTER DONALD R 360 219,554.17
1
1209 JEFFERSON ST 8.000 1,614.29
80
7.750 1,614.29
275,000.00
WENATCHEE WA 98801 1 09/25/95
00
0380301813 05 11/01/95
0
1850911079 O 10/01/25
0
1465154 783/728 F 300,000.00
ZZ
BERRY BRIAN J 360 299,392.87
1
706 33RD AVENUE NW 8.000 2,201.30
80
7.750 2,201.30
379,000.00
GIG HABOR WA 98335 1 09/20/95
00
0380315060 03 11/01/95
0
3150919170 O 10/01/25
0
1465173 E22/728 F 341,380.00
ZZ
NAMBA ROBERT S 360 341,380.00
1
225 NORTH ALMENAR DRIVE 8.250 2,564.67
78
8.000 2,564.67
440,000.00
GREENBRAE CA 94904 2 12/12/95
00
0410029961 05 02/01/96
0
0410029961 O 01/01/26
0
1465211 025/025 F 285,000.00
ZZ
FISHER GEORGANNE 352 284,807.02
1
3006 W WAVERLY AVE 8.250 2,152.36
72
8.000 2,152.36
400,000.00
TAMPA FL 33629 1 11/08/95
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427513 05 01/01/96
0
427513 O 04/01/25
0
1465215 783/728 F 284,300.00
ZZ
HANSEN RANDY K 360 283,548.52
1
2629 57TH STREET SW 8.125 2,110.92
90
7.875 2,110.92
315,990.00
EVERETT WA 98203 1 08/08/95
10
0380302936 03 10/01/95
25
1
3250714127 O 09/01/25
0
1465219 769/728 F 275,000.00
ZZ
AGALIOTIS MARIO 360 275,000.00
1
10 FIELDSTONE COURT 8.250 2,065.99
71
8.000 2,065.99
388,000.00
EAST HANOVER NJ 07963 1 12/21/95
00
0380311259 05 02/01/96
0
129683 O 01/01/26
0
1465221 783/728 F 247,500.00
ZZ
BOWMAN GREGORY A 360 240,261.91
1
30838 W LAKE MORTON DRIVE 8.250 1,859.39
90
SE 8.000 1,859.39
275,000.00
KENT WA 98042 1 08/26/92
14
0380305434 05 10/01/92
17
2555000213 O 09/01/22
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1465223 783/728 F 247,500.00
ZZ
WAKELEY RICHARD 348 243,070.76
1
2731 36TH STREET SE 8.375 1,895.88
75
8.125 1,895.88
330,000.00
PUYALLUP WA 98374 4 03/18/93
00
0380311051 05 04/01/94
0
2755000301 O 03/01/23
0
1465224 783/728 F 248,000.00
ZZ
WAGGONER DAVID T 360 240,915.77
1
7528 227TH STREET SE 8.375 1,884.98
80
8.125 1,884.98
310,000.00
WOODINVILLE WA 98072 1 08/11/92
00
0380304262 03 10/01/92
0
1755000247 O 09/01/22
0
1465225 783/728 F 232,000.00
ZZ
DULA DAVID C 360 222,126.18
1
2816 CHAMBERS BAY DRIVE 8.625 1,804.48
80
8.375 1,804.48
290,000.00
STEILACOOM WA 98388 2 11/16/92
00
0380301862 05 01/01/93
0
275500274 O 12/01/22
0
1
1465226 721/728 F 366,700.00
ZZ
TRAXLER CRAIG T 360 366,700.00
1
39W095 CRESCENT LANE 8.000 2,690.72
80
7.750 2,690.72
458,396.00
ST. CHARLES IL 60174 1 12/15/95
00
0380302704 05 02/01/96
0
9915533 O 01/01/26
0
1465227 180/728 F 258,000.00
ZZ
HIGGINBOTHAM ERICK 360 257,817.91
1
11608 ROLLING GLEN WAY 7.750 1,848.34
80
7.500 1,848.34
322,500.00
UPPER MARLBORO MD 20772 2 11/29/95
00
0380303892 05 01/01/96
0
3940897 O 12/01/25
0
1465228 783/728 F 234,000.00
ZZ
SAMPLEY W E 352 231,578.47
1
5711 92ND PL SW 9.125 1,913.35
75
8.875 1,913.35
312,000.00
MUKILTEO WA 98275 4 12/27/93
00
0380304049 05 09/01/94
0
2630922394 O 12/01/23
0
1465243 936/728 F 615,000.00
ZZ
JANOV ARTHUR 360 615,000.00
1
27314 PACIFIC COAST HIGHWAY 7.875 4,459.18
51
7.625 4,459.18
1,225,000.00
MALIBU CA 90265 2 12/01/95
00
0380300617 05 02/01/96
0
19942355411 O 01/01/26
0
1465244 936/728 F 288,750.00
ZZ
MANCINO RAYMOND M 360 288,750.00
1
12524 INDIANAPOLIS STREET 8.000 2,118.75
75
7.750 2,118.75
385,000.00
LOS ANGELES CA 90066 1 12/01/95
00
0380301987 05 02/01/96
0
20109735411 O 01/01/26
0
1465245 936/728 F 263,700.00
ZZ
WINTER FRANK B 360 263,700.00
1
13485 GRANDVIA POINT 8.125 1,957.97
79
7.875 1,957.97
335,000.00
1
SAN DIEGO CA 92130 2 12/05/95
00
0380302142 03 02/01/96
0
1953652 O 01/01/26
0
1465247 387/387 F 228,750.00
ZZ
WILSON, JR JOHN T 360 228,614.95
1
11815 SOUTH EQUESTRIAN TRAIL 8.625 1,779.19
75
8.375 1,779.19
305,000.00
PHOENIX AZ 85044 1 11/20/95
00
565101 03 01/01/96
0
565101 O 12/01/25
0
1465248 387/387 F 219,000.00
ZZ
RICHARD AUGUSTE P 360 218,867.33
1
1364 RANDOL AVENUE 8.500 1,683.92
71
8.250 1,683.92
310,000.00
SAN JOSE CA 95126 2 11/20/95
00
561530 05 01/01/96
0
561530 O 12/01/25
0
1465249 387/387 F 266,000.00
ZZ
HUMPHREY MICHAEL R 360 265,842.96
1
2840 NORTH DANBURY STREET 8.625 2,068.92
91
8.375 2,068.92
293,923.00
ORANGE CA 92667 1 11/16/95
12
560144 03 01/01/96
25
560144 O 12/01/25
0
1465250 387/387 F 261,100.00
ZZ
LE HIEN M 360 260,941.83
1
6936 PORT ROWAN DRIVE 8.500 2,007.63
95
8.250 2,007.63
275,000.00
SAN JOSE CA 95119 1 11/17/95
14
560938 05 01/01/96
30
560938 O 12/01/25
0
1465251 387/387 F 204,000.00
ZZ
TOBON JOSE C 360 203,879.56
3
4039,4039A,4039B E 58TH STREET 8.625 1,586.69
85
8.375 1,586.69
240,000.00
MAYWOOD CA 90270 2 11/14/95
10
559872 05 01/01/96
25
559872 O 12/01/25
0
1
1465309 573/728 F 244,000.00
ZZ
COSTELLO JOHN F 360 244,000.00
1
1996 CORONA VISTA 7.750 1,748.05
80
7.500 1,748.05
305,000.00
EL CAJON CA 92019 1 12/04/95
00
0380303090 05 02/01/96
0
102209 O 01/01/26
0
1465314 564/728 F 220,000.00
ZZ
BUHLIG DAVID M 360 219,856.08
1
50 SNOWBERRY CIRCLE 8.125 1,633.50
80
7.875 1,633.50
277,000.00
RENO NV 89511 4 11/22/95
00
0380307927 03 01/01/96
0
5000127588 O 12/01/25
0
1465318 564/728 F 280,800.00
ZZ
NELSON BRADLEY J 360 280,620.94
1
5715 NO JULIANO ROAD 8.250 2,109.56
90
8.000 2,109.56
312,000.00
LAS VEGAS NV 89129 1 11/20/95
10
0380308107 03 01/01/96
25
5000127570 O 12/01/25
0
1465321 470/728 F 280,000.00
ZZ
CUSHEN THOMAS P 360 280,000.00
1
222 ALTA VISTA DRIVE 7.875 2,030.20
80
7.625 2,030.20
350,000.00
SOUTH SAN FRANC CA 94080 1 12/08/95
00
0380305483 05 02/01/96
0
25074202 O 01/01/26
0
1465322 564/728 F 255,000.00
ZZ
MACK MATTHEW B 360 254,820.01
1
4422 AMBER CANYON DRIVE 7.750 1,826.86
73
7.500 1,826.86
350,000.00
LAS VEGAS NV 89129 5 11/22/95
00
0380307919 03 01/01/96
0
5000127562 O 12/01/25
0
1465325 731/728 F 300,000.00
ZZ
SAPIRA MIHAI 360 300,000.00
1
1
18794 WILLOWTREE LANE 8.250 2,253.80
79
NORTHRIDGE AREA 8.000 2,253.80
380,000.00
LOS ANGELES CA 91326 1 12/11/95
00
0380301789 05 02/01/96
0
41190998 O 01/01/26
0
1465326 731/728 F 129,600.00
ZZ
CHRISTIAN STEVEN 360 129,600.00
1
8201 NEWPORT PARK COURT 7.875 939.69
80
7.625 939.69
162,000.00
SACRAMENTO CA 95828 2 12/05/95
00
0380301763 05 02/01/96
0
3000589 O 01/01/26
0
1465328 470/728 F 311,500.00
ZZ
LAU SEIK Y 360 311,500.00
2
1814 LYON STREET 8.000 2,285.68
70
7.750 2,285.68
445,000.00
SAN FRANCISCO CA 94115 1 12/12/95
00
0380303512 05 02/01/96
0
25075876 O 01/01/26
0
1465343 776/728 F 204,000.00
ZZ
DAWSON RICHARD A 360 204,000.00
1
2994 E AVENIDA DE LOS 8.375 1,550.55
80
ARBOLES 8.125 1,550.55
255,000.00
THOUSAND OAKS CA 91362 1 12/06/95
00
0380303736 05 02/01/96
0
2126245 O 01/01/26
0
1465344 776/728 F 148,000.00
ZZ
CARR GARY 360 148,000.00
1
132 SANTA MONICA AVENUE 7.875 1,073.10
80
7.625 1,073.10
185,000.00
OXNARD AREA CA 93035 1 12/06/95
00
0380299009 05 02/01/96
0
2126192 O 01/01/26
0
1465381 670/670 F 500,000.00
ZZ
JACOBOSKI ROBERT B 360 499,638.11
1
1125 BROOK VALLEY LANE 7.625 3,538.97
40
7.375 3,538.97
1,260,000.00
MCLEAN VA 22102 1 11/15/95
00
11396211 05 01/01/96
0
1
11396211 O 12/01/25
0
1465382 670/728 F 200,000.00
ZZ
MESKIN ROBERT 360 199,855.24
1
7 PACKARD DRIVE 7.625 1,415.59
69
7.375 1,415.59
293,500.00
MIDDLETOWN NJ 07748 1 11/14/95
00
0380308537 05 01/01/96
0
30430976 O 12/01/25
0
1465384 670/728 F 230,400.00
T
BIEMER JR JAMES J 360 230,253.08
1
23 S BAY RIDGE ROAD 8.250 1,730.92
80
8.000 1,730.92
288,000.00
GLENEDEN BEACH OR 97388 5 11/15/95
00
0380309766 03 01/01/96
0
56740 O 12/01/25
0
1465386 670/670 F 250,000.00
ZZ
MCCABE III JAMES L 360 249,827.08
1
26 PHEASANT DRIVE 7.850 1,808.34
71
7.600 1,808.34
356,000.00
MOUNT LAUREL NJ 08054 1 11/29/95
00
446581 03 01/01/96
0
446581 O 12/01/25
0
1465387 670/670 F 291,219.00
ZZ
KALLET BRUCE 360 291,023.59
1
1346 E VOLTAIRE AVENUE 8.000 2,136.87
80
7.750 2,136.87
364,023.00
PHOENIX AZ 85022 1 11/29/95
00
523828 03 01/01/96
0
523828 O 12/01/25
0
1465388 670/728 F 272,250.00
ZZ
STERN RICHARD A 360 272,057.84
1
5510 MILL STONE DRIVE 7.750 1,950.44
75
7.500 1,950.44
363,000.00
OOLTEWAH TN 37363 2 12/01/95
00
0380309857 05 01/01/96
0
608538 O 12/01/25
0
1
1465389 670/728 F 400,000.00
ZZ
SPIVACK ANDREW L 360 399,731.61
1
1563 SUZANN TERRACE 8.000 2,935.06
69
7.750 2,935.06
585,500.00
NORTHBROOK IL 60062 1 11/29/95
00
0380309972 05 01/01/96
0
890113 O 12/01/25
0
1465390 670/728 F 212,000.00
ZZ
MCKINNON TODD L 360 211,868.22
1
7322 ONYX STREET 8.375 1,611.36
80
8.125 1,611.36
265,000.00
NEW ORLEANS LA 70124 2 11/21/95
00
0380308446 05 01/01/96
0
1074226 O 12/01/25
0
1465391 670/728 F 170,000.00
ZZ
BEARD CARL H 360 169,894.33
1
6125 BELLAIRE DRIVE 8.375 1,292.13
56
8.125 1,292.13
305,000.00
NEW ORLEANS LA 70124 5 11/17/95
00
0380308461 05 01/01/96
0
1330070 O 12/01/25
0
1465392 670/728 F 257,000.00
ZZ
ROSER MONIE A 360 256,827.55
1
26 MESA STREET 8.000 1,885.78
50
7.750 1,885.78
520,000.00
KENNER LA 70065 2 11/22/95
00
0380308487 05 01/01/96
0
1332706 O 12/01/25
0
1465393 670/728 F 70,000.00
T
YAMNITZ MICHAEL A 240 69,757.82
1
846 OLD HICKORY-SUN VALLEY 7.875 580.07
68
7.625 580.07
104,000.00
ELLSTON IA 50074 5 10/06/95
00
0380308503 05 12/01/95
0
1359381 O 11/01/15
0
1465395 670/728 F 400,000.00
ZZ
POIRIER FRANK D 360 399,731.61
1
8569 SW RODLUN ROAD 8.000 2,935.06
80
7.750 2,935.06
500,000.00
1
GRESHAM OR 97080 5 11/09/95
00
0380308511 05 01/01/96
0
1413162 O 12/01/25
0
1465396 670/728 F 118,950.00
ZZ
HENRY DINNIA M 360 118,626.30
1
2 RIDGEVIEW COURT 7.625 841.93
70
7.375 841.93
169,991.00
SICKLERVILLE NJ 08081 1 10/27/95
00
0380308529 03 12/01/95
0
1432680 O 11/01/25
0
1465397 670/728 F 76,000.00
ZZ
VIGIL SECUNDINOA 360 75,951.54
1
1671 KELLIE DRIVE 8.250 570.96
80
8.000 570.96
95,000.00
MONTROSE CO 81401 2 11/13/95
00
0380308578 05 01/01/96
0
1452709 O 12/01/25
0
1465398 670/728 F 650,000.00
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SALITERMAN LARRY 360 649,574.80
1
650 SOUTH MONARCH 8.125 4,826.24
55
#4 7.875 4,826.24
1,200,000.00
ASPEN CO 81611 5 11/17/95
00
0380308610 01 01/01/96
0
1492303 O 12/01/25
0
1465399 670/728 F 245,700.00
ZZ
BUSH KENNETH M 360 245,243.33
1
2081 PALMETTO TERRACE 8.250 1,845.86
90
8.000 1,845.86
273,000.00
FULLERTON CA 92631 1 11/16/95
14
0380308685 09 01/01/96
25
1521261 O 12/01/25
0
1465400 670/728 F 224,000.00
ZZ
HOUSE JR GLENN W 360 223,857.16
1
1111 PLYMOUTH SE 8.250 1,682.84
80
8.000 1,682.84
280,000.00
E GRAND RAPIDS MI 49506 1 11/15/95
00
0380308727 05 01/01/96
0
1521591 O 12/01/25
0
1
1465401 670/728 F 282,000.00
T
ROCHESTER DAVID 360 281,841.90
1
460 THISTLE LANE 8.875 2,243.72
60
8.625 2,243.72
470,000.00
KETCHUM ID 83340 5 11/22/95
00
0380310491 03 01/01/96
0
1522176 O 12/01/25
0
1465402 670/728 F 100,000.00
ZZ
ROGERS RANDALL W 360 99,875.26
1
6550 NORTH NORTHFORK ROAD 8.375 760.07
59
8.125 760.07
170,000.00
LIBERTY UT 84310 1 11/01/95
00
0380308800 05 12/01/95
0
1530867 O 11/01/25
0
1465403 670/728 F 297,000.00
ZZ
WEIGLEIN ANDRE 360 296,829.13
1
1614 PASEO DEL CAJON 8.750 2,336.50
90
8.500 2,336.50
330,000.00
PLEASANTON CA 94566 1 11/08/95
11
0380308867 05 01/01/96
25
1538348 O 12/01/25
0
1465404 670/728 F 217,800.00
ZZ
RODERG GARY M 360 217,661.12
1
7513 DAVENPORT LANE 8.250 1,636.26
90
8.000 1,636.26
242,000.00
OCEAN SPRING MS 39564 1 11/13/95
10
0380308917 05 01/01/96
30
1564723 O 12/01/25
0
1465405 670/728 F 364,500.00
ZZ
LICA GREGORY A 360 364,261.57
1
705 CORDOVA ROAD 8.125 2,706.40
75
7.875 2,706.40
490,000.00
FORT LAUDERDALE FL 33316 2 11/21/95
00
0380308958 05 01/01/96
0
1565654 O 12/01/25
0
1465406 670/728 F 462,150.00
ZZ
GOLDSTONE MICHAEL D 360 460,497.89
1
1
3212 BURNETTE DRIVE 7.750 3,310.90
80
7.500 3,310.90
577,709.00
ROSWELL GA 30075 1 07/28/95
00
0380309014 03 09/01/95
0
1589436 O 08/01/25
0
1465407 670/728 F 350,000.00
ZZ
CASTELLAW MARK A 360 349,776.81
1
7790 CHAPEL RIDGE DRIVE 8.250 2,629.44
61
8.000 2,629.44
580,000.00
CORDOVA TN 38018 2 11/30/95
00
0380309055 03 01/01/96
0
1594191 O 12/01/25
0
1465408 670/728 F 265,000.00
ZZ
LUM LUNG PAUL B 360 264,831.02
1
7652 SOUTH GRAPE STREET 8.250 1,990.86
76
8.000 1,990.86
350,728.00
LITTLETON CO 80122 1 12/01/95
00
0380309071 03 01/01/96
0
2221845 O 12/01/25
0
1465409 670/728 F 840,000.00
ZZ
YAMIN NED 360 839,516.71
1
1065 NORTH HILLCREST DRIVE 8.750 6,608.29
70
8.500 6,608.29
1,200,000.00
BEVERLY HILLS CA 90210 5 11/17/95
00
0380309105 05 01/01/96
0
2265222 O 12/01/25
0
1465410 670/728 F 1,000,000.00
ZZ
SPLICHAL JOACHIM 360 1,000,000.00
1
1130 VIRGINIA ROAD 8.000 7,337.65
67
7.750 7,337.65
1,502,000.00
SAN MARINO CA 91108 1 12/01/95
00
0380309121 05 02/01/96
0
2268183 O 01/01/26
0
1465411 670/728 F 245,600.00
ZZ
DREYFUSS DAVID A 360 245,443.38
1
2637 FIRST PRIVATE ROAD 8.250 1,845.12
80
8.000 1,845.12
307,000.00
FLOSSMOOR IL 60422 1 11/15/95
00
0380309147 05 01/01/96
0
1
2396050 O 12/01/25
0
1465412 670/728 F 487,000.00
ZZ
RAMJI MALATHI 360 486,346.23
1
4421 HASKELL AVENUE 8.000 3,573.44
79
7.750 3,573.44
620,000.00
ENCINO CA 91436 2 11/16/95
00
0380309170 05 01/01/96
0
2637979 O 12/01/25
0
1465413 670/728 F 400,000.00
ZZ
ROCHA RONALD S 360 400,000.00
1
11613 PICTURESQUE DRIVE 8.000 2,935.06
87
7.750 2,935.06
460,000.00
STUDIO CITY CA 91604 1 12/01/95
11
0380309238 05 02/01/96
25
2888394 O 01/01/26
0
1465415 670/728 F 650,000.00
ZZ
DILWORTH ROBERT P 360 649,563.86
1
63 GEOFFROY DRIVE 8.000 4,769.47
73
7.750 4,769.47
900,000.00
SANTA CRUZ CA 95062 1 11/08/95
00
0380310087 05 01/01/96
0
3924301 O 12/01/25
0
1465416 670/728 F 705,000.00
ZZ
CHULACK CHRISTOPHM 360 704,514.82
1
450 CALIFORNIA TERRACE 7.875 5,111.74
75
7.625 5,111.74
940,000.00
PASADENA CA 91105 1 11/13/95
00
0380309618 05 01/01/96
0
3925111 O 12/01/25
0
1465417 670/728 F 250,400.00
ZZ
LEE ROGELIO 360 250,244.35
1
7900 SOUTHWEST 139 TERRACE 8.375 1,903.23
80
8.125 1,903.23
313,000.00
MIAMI FL 33158 5 11/27/95
00
0380309667 05 01/01/96
0
4574397 O 12/01/25
0
1
1465419 670/728 F 565,000.00
ZZ
BIRD CHRISTOPHS 360 564,648.82
1
1730 OLD RANCH ROAD 8.375 4,294.41
72
8.125 4,294.41
795,000.00
LOS ANGELES CA 90049 1 11/15/95
00
0380309691 05 01/01/96
0
5292051 O 12/01/25
0
1465421 670/728 F 280,000.00
ZZ
SOLWAY JEFFREY A 360 279,812.12
1
4397 STONEVIEW 8.000 2,054.55
80
7.750 2,054.55
350,000.00
WEST BLOOMFIELD MI 48322 1 11/21/95
00
0380309980 03 01/01/96
0
9590269 O 12/01/25
0
1465422 670/670 F 356,000.00
ZZ
FRANCAIS ROBERT J 360 355,758.69
1
3847 DEERVALE DRIVE 7.950 2,599.81
80
7.700 2,599.81
445,000.00
SHERMAN OAKS CA 91403 1 11/20/95
00
11387912 05 01/01/96
0
11387912 O 12/01/25
0
1465423 670/670 F 263,000.00
ZZ
LEE STEVEN C 360 262,007.16
1
5957 FLAMBEAU ROAD 7.625 1,861.50
73
7.375 1,861.50
365,000.00
RANCHO PALOS VE CA 90275 2 09/25/95
00
11390671 05 11/01/95
0
11390671 O 10/01/25
0
1465424 670/670 F 560,000.00
T
MCQUADE LAWRENCE C 360 559,597.29
1
97 BAXTER ROAD 7.657 3,975.98
80
7.407 3,975.98
700,000.00
NANTUCKET MA 02554 1 11/27/95
00
11394871 05 01/01/96
0
11394871 O 12/01/25
0
1465426 670/670 F 300,000.00
ZZ
SCHER ROBERT A 360 299,782.86
1
9 CY COURT 7.625 2,123.39
60
7.375 2,123.39
500,000.00
1
PLEASANTVILLE NY 10570 1 12/01/95
00
11398671 05 01/01/96
0
11398671 O 12/01/25
0
1465427 670/670 F 414,253.00
ZZ
HARBOUR JOHN R 360 413,975.04
1
6112 LAUREL VALLEY COURT 8.000 3,039.65
79
7.750 3,039.65
530,000.00
FORT WORTH TX 76132 2 11/16/95
00
11401958 03 01/01/96
0
11401958 O 12/01/25
0
1465428 670/670 F 242,000.00
ZZ
FOX III JOHN N 360 241,839.26
1
4105 EDGEMONT DRIVE 8.050 1,784.16
80
7.800 1,784.16
302,500.00
AUSTIN TX 78731 1 11/20/95
00
11402113 05 01/01/96
0
11402113 O 12/01/25
0
1465431 670/670 F 360,000.00
ZZ
SONTHINENI GOVARDHAN 360 359,770.44
1
409 BROOK HILL AVENUE 8.250 2,704.56
80
8.000 2,704.56
450,000.00
VESTAL NY 13850 5 12/01/95
00
12325872 05 01/01/96
0
12325872 O 12/01/25
0
1465435 670/728 F 75,600.00
ZZ
HALL KENNETH W 360 75,446.79
1
10400 BAY POINTE CIRCLE DRIVE 8.000 554.73
80
7.750 554.73
94,500.00
LOUISVILLE KY 40242 5 09/11/95
00
0380310350 05 11/01/95
0
30272785 O 10/01/25
0
1465436 670/728 F 232,075.00
ZZ
BARNECUT PATRICK W 360 231,915.28
1
21231 WINDSTREAM CIRCLE 7.875 1,682.71
80
7.625 1,682.71
290,123.00
TRABUCO CANYON CA 92679 1 11/17/95
00
0380309287 03 01/01/96
0
30300801 O 12/01/25
0
1
1465437 670/728 F 299,000.00
ZZ
DELUCA EDWARD T 360 298,799.37
1
3 FOREST LANE 8.000 2,193.96
95
7.750 2,193.96
315,000.00
NORTON MA 02766 1 11/16/95
01
0380309295 05 01/01/96
30
30310881 O 12/01/25
0
1465438 670/728 F 120,000.00
T
HANSON DOUGLAS W 360 119,919.48
1
1971 MAJORCA DRIVE 8.000 880.52
53
#240 7.750 880.52
229,500.00
OXNARD CA 93035 1 11/09/95
00
0380309311 01 01/01/96
0
30316154 O 12/01/25
0
1465439 670/728 F 144,750.00
ZZ
LAMIROULT PAUL 360 144,664.53
1
69 INLET VIEW PATH 8.625 1,125.86
75
8.375 1,125.86
193,000.00
EAST MORICHES NY 11940 1 11/28/95
00
0380308495 05 01/01/96
0
30343135 O 12/01/25
0
1465440 670/728 F 225,000.00
ZZ
LONGFELLOW JR WILLIAM J 360 224,841.19
1
7236 CALIDRIS LANE 7.750 1,611.93
55
7.500 1,611.93
409,208.00
CARLSBAD CA 92009 1 11/16/95
00
0380308545 09 01/01/96
0
30344832 O 12/01/25
0
1465441 670/728 F 149,250.00
ZZ
FLESHER MELISSA D 360 149,159.58
1
1824 FOREST GROVE ROAD 8.500 1,147.61
75
8.250 1,147.61
199,000.00
BUCKINGHAM PA 18922 1 11/27/95
00
0380308669 05 01/01/96
0
30347017 O 12/01/25
0
1465443 670/728 F 241,400.00
ZZ
POWELL GEORGE L 360 241,233.87
1
1
6420 CHERBOURG DRIVE 7.875 1,750.32
90
7.625 1,750.32
268,273.00
INDIANAPOLIS IN 46220 1 11/30/95
11
0380308735 05 01/01/96
25
30367557 O 12/01/25
0
1465445 670/670 F 211,500.00
ZZ
WALKER RUSSELL C 360 211,358.08
1
292 SCOTLAND ROAD 8.000 1,551.92
90
7.750 1,551.92
235,000.00
SOUTH ORANGE NJ 07079 1 11/28/95
14
30386403 05 01/01/96
25
30386403 O 12/01/25
0
1465446 670/728 F 485,000.00
ZZ
HOURANY FADEL 360 484,690.73
1
3524 VIEWCREST DRIVE 8.250 3,643.65
67
8.000 3,643.65
725,000.00
BURBANK CA 91504 2 11/10/95
00
0380308784 05 01/01/96
0
30386993 O 12/01/25
0
1465447 670/728 F 129,500.00
ZZ
HIGGINS PAMELA J 360 129,419.50
1
10621 STRATHMORE DRIVE 8.375 984.30
75
8.125 984.30
173,000.00
SANTEE CA 92071 2 11/08/95
00
0380308842 05 01/01/96
0
30387043 O 12/01/25
0
1465448 670/670 F 61,500.00
ZZ
NACCARATO JR FRANK M 360 61,464.62
1
113 NORTHFIELD STREET 8.750 483.82
75
(TOWN OF ULSTER) 8.500 483.82
82,000.00
KINGSTON NY 12401 1 11/22/95
00
30387973 05 01/01/96
0
30387973 O 12/01/25
0
1465449 670/728 F 307,000.00
ZZ
HOFFMANN JAMES E 360 303,222.69
1
53 GLENMOOR WAY 8.125 2,279.47
41
7.875 2,279.47
755,000.00
CHERRY HILLS VI CO 80110 2 11/22/95
00
0380308933 09 01/01/96
0
1
30391113 O 12/01/25
0
1465450 670/728 F 220,000.00
ZZ
ABILES JOSE C 360 219,840.77
1
10410 STONE RIDGE LANE 7.625 1,557.15
69
7.375 1,557.15
320,000.00
VIENNA VA 22182 1 11/30/95
00
0380308966 05 01/01/96
0
30396093 O 12/01/25
0
1465451 670/728 F 200,000.00
ZZ
LORE BIAGIO 360 199,884.92
1
1106 CATHEDRAL AVENUE 8.750 1,573.41
73
8.500 1,573.41
275,000.00
FRANKLIN SQUARE NY 11010 1 11/27/95
00
0380309006 05 01/01/96
0
30397260 O 12/01/25
0
1465452 670/670 F 200,000.00
ZZ
WALKER JOANNA S 360 199,887.88
184
860 UN PLAZA 8.875 1,591.29
43
APT. 10A 8.625 1,591.29
475,000.00
NEW YORK NY 10017 1 11/30/95
00
30398797 11 01/01/96
0
30398797 O 12/01/25
0
1465453 670/728 F 100,000.00
ZZ
OSTRAK ALOJZ 360 99,934.58
1
20664 CALLON DRIVE 8.125 742.50
20
7.875 742.50
500,000.00
TOPANGA CA 90290 5 11/07/95
00
0380309097 05 01/01/96
0
30399564 O 12/01/25
0
1465454 670/728 F 252,000.00
ZZ
SIMPSON EDWARD H 360 252,000.00
1
28818 68TH AVE NW 8.000 1,849.09
80
7.750 1,849.09
315,000.00
STANWOOD WA 98292 5 12/01/95
00
0380309154 05 02/01/96
0
30406013 O 01/01/26
0
1
1465455 670/728 F 38,500.00
ZZ
FLEDDERJOHN KAY L 360 38,472.83
1
7940 EAST CAMELBACK ROAD 7.750 275.82
72
#106 7.500 275.82
54,000.00
SCOTTSDALE AZ 85251 2 11/20/95
00
0380309188 08 01/01/96
0
30407265 O 12/01/25
0
1465456 670/728 F 766,000.00
ZZ
SCHNALL JANE W 360 765,486.03
1
14418 STRAWBERRY ROAD 8.000 5,620.64
52
7.750 5,620.64
1,500,000.00
RANCHO SANTA FE CA 92067 2 11/02/95
00
0380309212 03 01/01/96
0
30409063 O 12/01/25
0
1465457 670/728 F 161,500.00
ZZ
PEARSON DAVID N 240 160,918.63
1
3209 38TH AVE SW 8.250 1,376.09
79
8.000 1,376.09
205,000.00
SEATTLE WA 98126 5 10/23/95
00
0380309246 05 12/01/95
0
30411220 O 11/01/15
0
1465458 670/728 F 220,000.00
ZZ
SCHIER BIRGIT K 360 219,844.72
1
422 WESTLAKE BLVD 7.750 1,576.11
80
7.500 1,576.11
275,000.00
MALIBU CA 90265 1 11/08/95
00
0380309303 05 01/01/96
0
30412285 O 12/01/25
0
1465459 670/728 F 650,000.00
ZZ
GOULD GARY G 360 648,574.80
1
510 SAN FERNANDO STREET 8.125 4,826.23
57
7.875 4,826.23
1,150,000.00
SAN DIEGO CA 92106 5 11/06/95
00
0380309345 05 01/01/96
0
30413516 O 12/01/25
0
1465460 670/728 F 268,000.00
ZZ
SCARPULLA JUDITH A 360 267,815.56
1
10 BRADFORD AVENUE 7.875 1,943.19
80
7.625 1,943.19
335,000.00
1
UPPER MONTCLAIR NJ 07043 1 11/30/95
00
0380309360 05 01/01/96
0
30413524 O 12/01/25
0
1465461 670/728 F 157,000.00
ZZ
JACOBSEN ARNE F 360 156,897.27
1
1240 ALAMO PINTADO ROAD 8.125 1,165.73
39
7.875 1,165.73
410,000.00
SOLVANG CA 93463 2 11/06/95
00
0380309386 05 01/01/96
0
30416698 O 12/01/25
0
1465462 670/728 F 371,000.00
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RILEY GRANT K 360 370,275.25
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5108 GAVIOTA 8.500 2,852.67
75
8.250 2,852.67
495,000.00
ENCINO CA 91436 2 11/01/95
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0380309428 05 01/01/96
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1465463 670/728 F 540,000.00
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BUNZEL ARTHUR 360 539,655.66
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134 CRESCENT BAY DRIVE 8.250 4,056.84
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8.000 4,056.84
675,000.00
LAGUNA BEACH CA 92651 2 11/06/95
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0380309444 05 01/01/96
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30419255 O 12/01/25
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PORTER BRADLEY A 360 355,751.25
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1456 FALLEN LEAF LANE 7.875 2,581.25
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7.625 2,581.25
445,000.00
LOS ALTOS CA 94024 1 11/02/95
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0380309527 05 01/01/96
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1465466 670/728 F 88,000.00
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ALBERTS WAYNE W 360 86,691.70
1
7150 BLACKSTONE AVE 8.375 668.87
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8.125 668.87
127,000.00
JUSTICE IL 60458 2 11/10/95
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0380309543 05 01/01/96
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30425395 O 12/01/25
0
1
1465467 670/728 F 156,250.00
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BAIK IN 360 156,145.16
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6029 RIDGE FARM PLACE 8.000 1,146.51
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7.750 1,146.51
223,255.00
BRENTWOOD TN 37027 1 11/15/95
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0380309592 03 01/01/96
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1465468 670/728 F 265,000.00
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SMITH ALAN H 360 264,843.54
1
851 VIA GREGORIO 8.625 2,061.15
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8.375 2,061.15
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SAN DIMAS CA 91773 2 11/21/95
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BEIHN ROBERT M 360 338,578.37
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7.875 2,515.59
376,500.00
ZIONSVILLE IN 46077 1 11/21/95
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0380309675 05 01/01/96
25
30429129 O 12/01/25
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1465470 670/728 F 398,000.00
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GALLATIN DAVID M 360 397,719.10
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2139 SHADOW RIDGE COURT 7.750 2,851.32
73
7.500 2,851.32
545,204.00
SAN JOSE CA 95138 1 11/02/95
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0380309717 05 01/01/96
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STOTTS ROY W 360 256,827.55
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1233 GLACIER AVENUE 8.000 1,885.78
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7.750 1,885.78
335,000.00
PACIFICA CA 94044 5 11/03/95
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0380309758 05 01/01/96
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TLEEL SAMIR B 360 139,565.82
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1
10121 OAKMOOR PLACE 8.500 1,075.33
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8.250 1,075.33
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LAS VEGAS NV 89134 1 11/09/95
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0380309782 03 01/01/96
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KIM TAMMY J 360 78,697.16
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1649 APPIAN WAY #104 8.000 577.84
70
7.750 577.84
112,500.00
SANTA MONICA CA 90405 1 11/09/95
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0380309808 01 01/01/96
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30430747 O 12/01/25
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1465474 670/670 F 77,000.00
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NARDI VINCENT L 360 76,953.35
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(TOWN OF HURLEY) 8.250 592.06
200,000.00
WOODSTOCK NY 12498 2 11/30/95
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30431026 O 12/01/25
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1465475 670/728 F 232,000.00
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WOLF GREGG A 360 231,840.33
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21902 SEACREST LANE 7.875 1,682.17
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7.625 1,682.17
290,000.00
HUNTINGTON BEAC CA 92646 1 11/10/95
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0380308552 05 01/01/96
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1465476 670/728 F 175,000.00
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MICHALSKI LEONARD W 360 175,000.00
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944 HUMPHREY STREET 8.500 1,345.60
75
8.250 1,345.60
236,000.00
SWAMPSCOTT MA 01907 2 11/28/95
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1465477 670/728 F 119,250.00
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LAUBERTH MARK A 360 119,173.95
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530 NORTH HOLMES AVENUE 8.250 895.89
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8.000 895.89
159,000.00
ST LOUIS MO 63122 1 11/20/95
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0380308651 05 01/01/96
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1
30437695 O 12/01/25
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1465478 670/728 F 136,500.00
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SULLIVAN DENNIS G 360 136,500.00
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5023 SHORELINE BOULEVARD 8.375 1,037.50
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8.125 1,037.50
210,000.00
WATERFORD MI 48329 5 11/28/95
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0380308677 05 02/01/96
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30437822 O 01/01/26
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1465480 670/670 F 458,000.00
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OSHER JOSEPH 360 458,000.00
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28 HIGH VALLEY WAY 8.500 3,521.63
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8.250 3,521.63
1,000,000.00
STAMFORD CT 06903 5 11/30/95
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30440076 05 02/01/96
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30440076 O 01/01/26
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1465481 670/728 F 125,600.00
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SCHUMAN DAVID L 360 125,527.73
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233 WEST SHELLEY ROAD 8.750 988.10
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8.500 988.10
167,500.00
ELK GROVE VILLA IL 60007 1 11/20/95
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0380308693 05 01/01/96
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30440386 O 12/01/25
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1465482 670/728 F 150,000.00
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GRADY PATRICIA M 360 149,901.87
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1407 GAMBEL OAKS DRIVE 8.125 1,113.75
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7.875 1,113.75
200,000.00
ELIZABETH CO 80107 2 11/13/95
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0380308719 03 01/01/96
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30441986 O 12/01/25
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1465483 670/728 F 113,000.00
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RUMFOLA DAVID 360 112,927.94
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9120 DONEY PARK LANE 8.250 848.94
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8.000 848.94
355,000.00
FLAGSTAFF AZ 86004 2 11/14/95
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0380308743 05 01/01/96
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30442524 O 12/01/25
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1
1465484 670/728 F 216,000.00
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HARTLEY MARC A 360 215,869.14
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1920 HUMMOCK LANE 8.500 1,660.86
78
8.250 1,660.86
277,000.00
ENCINITAS CA 92024 5 11/09/95
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0380308768 03 01/01/96
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30443750 O 12/01/25
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1465485 670/728 F 640,000.00
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THOMSEN NORM W 360 639,548.29
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114 LOS ROBLES DRIVE 7.750 4,585.04
80
7.500 4,585.04
800,000.00
BURLINGAME CA 94010 1 11/21/95
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0380308792 05 01/01/96
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1465486 670/728 F 344,000.00
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PETERSON PHILIP C 360 343,807.15
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6520 VON DOLLEN ROAD 8.875 2,737.02
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8.625 2,737.02
430,000.00
SAN MIGUEL CA 93451 5 11/29/95
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0380308818 05 01/01/96
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30450471 O 12/01/25
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1465487 670/728 F 95,000.00
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KUHARICH JEANETTE 360 94,942.45
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525 PHILIP DRIVE 8.500 730.47
53
8.250 730.47
180,000.00
BARTLETT IL 60103 1 11/09/95
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0380308826 09 01/01/96
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30451647 O 12/01/25
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1465488 670/728 F 231,500.00
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SEWARD WILLIAM C 360 231,359.75
1
8518 TIDEWATER DRIVE WEST 8.500 1,780.04
69
8.250 1,780.04
340,000.00
INDIANAPOLIS IN 46236 2 11/14/95
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0380308859 05 01/01/96
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30452490 O 12/01/25
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1465489 670/728 F 102,700.00
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HOLROYD GRAHAM 360 101,842.59
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19 BORROWDALE DRIVE 8.500 789.68
65
8.250 789.68
158,000.00
1
ROCHESTER NY 14626 5 11/29/95
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0380308875 05 01/01/96
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30453038 O 12/01/25
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1465490 670/728 F 146,200.00
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PAPPAS GEORGE 360 146,109.12
1
278 WESTVILLE AVENUE 8.375 1,111.23
75
8.125 1,111.23
195,000.00
WEST CALDWELL NJ 07006 1 11/22/95
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0380308909 05 01/01/96
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30454026 O 12/01/25
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1465491 670/728 F 235,000.00
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WILSON JEREMY G 360 234,853.93
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108 BUFFLEHEAD POINT 8.375 1,786.17
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8.125 1,786.17
352,000.00
LEXINGTON SC 29072 2 11/07/95
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0380308941 05 01/01/96
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30454468 O 12/01/25
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1465492 670/728 F 107,200.00
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DEHAAS, JR. JAMES F 360 107,126.22
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972 PENNSYLVANIA AVENUE 7.875 777.28
80
7.625 777.28
134,000.00
HARRISBURG PA 17112 5 11/10/95
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0380308974 05 01/01/96
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30454701 O 12/01/25
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1465493 670/728 F 250,000.00
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SAHLER PETER A 360 249,832.26
1
10 GENEVA BOULEVARD 8.000 1,834.41
80
7.750 1,834.41
314,000.00
BURNSVILLE MN 55306 5 11/20/95
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0380309022 05 01/01/96
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30455553 O 12/01/25
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1465494 670/728 F 261,500.00
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BURKEY RON 360 261,220.03
1
38931 AVENIDA ARRIBA 7.875 1,896.06
74
7.625 1,896.06
355,000.00
TEMECULA CA 92592 1 11/14/95
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0380309030 05 01/01/96
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30455651 O 12/01/25
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1
1465495 670/728 F 232,000.00
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MARTINEZ, JR OSCAR J 360 231,852.06
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1374 FLORA AVENUE 8.250 1,742.94
80
8.000 1,742.94
290,000.00
SAN JOSE CA 95130 5 11/10/95
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0380309063 05 01/01/96
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30456665 O 12/01/25
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1465497 670/728 F 109,125.00
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MASK LISA W 360 109,057.17
1
407 WONDERWOOD DRIVE 8.375 829.43
75
8.125 829.43
145,500.00
CHARLOTTE NC 28211 1 11/22/95
00
0380309089 05 01/01/96
0
30457467 O 12/01/25
0
1465499 670/728 F 235,000.00
ZZ
LESSLER JONATHAN P 360 234,857.63
1
3290 GLENGARY ROAD 8.500 1,806.95
76
8.250 1,806.95
310,000.00
SANTA YNEZ CA 93460 5 11/16/95
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0380309139 03 01/01/96
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30459265 O 12/01/25
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1465500 670/728 F 272,700.00
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REPSHER STEPHEN T 360 272,512.32
1
1552 PASO ROBLES COURT 7.875 1,977.27
90
7.625 1,977.27
303,000.00
CAMARILLO CA 93012 2 11/21/95
21
0380310392 05 01/01/96
17
30459303 O 12/01/25
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1465501 670/728 F 324,000.00
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ANDERSEN JAMES K 360 323,793.39
1
1510 S BRENTFORD AVENUE 8.250 2,434.11
90
8.000 2,434.11
360,000.00
WESTLAKE VILLAG CA 91361 1 11/29/95
10
0380309196 03 01/01/96
25
30460581 O 12/01/25
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1465502 670/728 F 76,000.00
ZZ
LYNN ROBERT H 360 75,949.00
1
1
2902 DOVE STREET 8.000 557.67
25
7.750 557.67
315,000.00
SAN DIEGO CA 92103 5 11/17/95
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0380309204 05 01/01/96
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30461201 O 12/01/25
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1465503 670/728 F 124,200.00
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BEULEN BENJAMIN J 360 124,126.67
1
246 E SCOTT STREET 8.625 966.02
75
8.375 966.02
165,700.00
OMRO WI 54963 2 11/08/95
00
0380309220 05 01/01/96
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30462070 O 12/01/25
0
1465504 670/728 F 105,000.00
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ACKERMAN LAWRENCE 360 104,936.39
1
1621 NORTHWEST 100TH TERRACE 8.500 807.36
47
8.250 807.36
225,000.00
PLANTATION FL 33322 1 11/30/95
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0380309253 09 01/01/96
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30462096 O 12/01/25
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1465505 670/728 F 248,000.00
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STONE LARRY G 360 247,841.85
1
35803 249TH AVE SE 8.250 1,863.15
80
8.000 1,863.15
310,000.00
ENUMCLAW WA 98022 5 11/13/95
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0380309279 05 01/01/96
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30462835 O 12/01/25
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1465506 670/728 F 249,000.00
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FANTASIA VICTOR H 360 248,787.22
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3690 ARVIDSON COURT 8.625 1,936.70
90
8.375 1,936.70
277,000.00
CHINO CA 91710 2 11/08/95
21
0380309352 05 01/01/96
25
30463254 O 12/01/25
0
1465507 670/728 F 52,000.00
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ERNST ALYCIA 360 51,970.08
1
625 SOUTH WESTWOOD STREET #195 8.750 409.09
80
8.500 409.09
65,000.00
MESA AZ 85210 5 11/27/95
00
0380309378 09 01/01/96
0
1
30464340 O 12/01/25
0
1465508 670/728 F 78,000.00
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BARNETT SALLY C 360 77,956.26
1
106 SOUTH 39TH STREET 8.875 620.61
60
8.625 620.61
130,000.00
MEXICO BEACH FL 32410 5 11/03/95
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0380310483 05 01/01/96
0
30465079 O 12/01/25
0
1465509 670/728 F 140,000.00
ZZ
NUSS RICHARD J 360 139,919.45
1
13 EAST LAKE CIRCLE DRIVE 8.750 1,101.38
59
8.500 1,101.38
237,500.00
MEDFORD NJ 08055 1 11/30/95
00
0380309394 05 01/01/96
0
30466547 O 12/01/25
0
1465510 670/728 F 214,000.00
ZZ
HAACKE DONALD F 360 213,866.98
1
2 MAPLE SHADE ROAD 8.375 1,626.56
54
8.125 1,626.56
400,000.00
RIDGEFIELD CT 06877 2 11/22/95
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0380309402 05 01/01/96
0
30467039 O 12/01/25
0
1465511 670/728 F 131,250.00
ZZ
BUFFINGTON CHUBBIE 360 131,168.42
1
41775 VIA BALDERAMA 8.375 997.60
75
8.125 997.60
175,000.00
TEMECULA CA 92592 1 11/07/95
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0380309436 05 01/01/96
0
30470862 O 12/01/25
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1465512 670/728 F 256,750.00
ZZ
RESNICK LESLIE L 360 256,590.41
1
531 PIER AVENUE 8.375 1,951.49
65
8.125 1,951.49
395,000.00
SANTA MONICA CA 90405 5 11/09/95
00
0380309451 05 01/01/96
0
30471648 O 12/01/25
0
1
1465513 670/728 F 80,000.00
T
GUEST TIM 360 79,948.98
1
29517 KERNS DRIVE 8.250 601.02
73
8.000 601.02
110,000.00
COLD SPRINGS CA 95375 5 11/21/95
00
0380309469 05 01/01/96
0
30472415 O 12/01/25
0
1465514 670/670 F 140,000.00
ZZ
CERINI FRANK 360 139,901.19
1
59 NEWMAN AVENUE 7.750 1,002.98
60
7.500 1,002.98
237,000.00
HAWTHORNE NY 10532 1 11/15/95
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30474566 05 01/01/96
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30474566 O 12/01/25
0
1465515 670/728 F 57,000.00
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JEAN RICHARD W 360 57,000.00
1
23 PORTCHESTER STREET 8.625 443.35
75
8.375 443.35
76,000.00
NASHUA NH 03062 1 12/07/95
00
0380309493 05 02/01/96
0
30474574 O 01/01/26
0
1465516 670/728 F 370,000.00
ZZ
O'NEIL JOHN E 360 369,787.13
1
25 PEGAN LANE 8.750 2,910.79
49
8.500 2,910.79
760,000.00
NATICK MA 01760 5 11/29/95
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0380309519 05 01/01/96
0
30474949 O 12/01/25
0
1465517 670/728 F 284,000.00
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STAJDUHAR, JR TONY E 360 283,814.22
1
9509 SOUTH HARTFORD COURT 8.125 2,108.70
80
7.875 2,108.70
355,000.00
LITTLETON CO 80126 5 11/22/95
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0380309584 03 01/01/96
0
30475554 O 12/01/25
0
1465518 670/728 F 284,000.00
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ENHOLM WILLIAM A 360 283,804.55
1
818 VIA CAMPOBELLO 7.875 2,059.20
80
7.625 2,059.20
355,000.00
1
SANTA BARBARA CA 93111 1 11/22/95
00
0380309600 03 01/01/96
0
30476372 O 12/01/25
0
1465519 670/728 F 215,500.00
ZZ
BASS JR. JAMES W 360 215,351.69
1
4720 CHESTERFIELD PLACE 7.875 1,562.53
79
7.625 1,562.53
275,000.00
JAMESTOWN NC 27282 2 11/22/95
00
0380309626 05 01/01/96
0
30477425 O 12/01/25
0
1465520 670/728 F 227,900.00
ZZ
WORN JEFFREY A 360 227,743.15
1
2441 GILLINGHAM CIRCLE 7.875 1,652.44
80
7.625 1,652.44
284,950.00
THOUSAND OAKS CA 91362 1 11/22/95
00
0380309659 05 01/01/96
0
30478006 O 12/01/25
0
1465522 670/728 F 1,000,000.00
ZZ
MELCHOR JEFFREY L 360 999,439.38
1
13212 E SUNSET DRIVE 8.875 7,956.45
69
8.625 7,956.45
1,450,000.00
LOS ALTOS HILLS CA 94022 5 11/16/95
00
0380309725 05 01/01/96
0
30478481 O 12/01/25
0
1465523 670/728 F 112,500.00
ZZ
PATEL ASHOKBHAIR 360 111,835.27
1
1564 CROOKED PINE DRIVE 8.750 885.04
75
8.500 885.04
150,500.00
MYRTLE BEACH SC 29575 1 11/13/95
00
0380309741 03 01/01/96
0
30480639 O 12/01/25
0
1465524 670/728 F 75,000.00
T
TALLMAN CHARLES F 360 74,946.88
1
5430 COLORADO RIVER ROAD 8.750 590.03
75
8.500 590.03
100,000.00
BLYTHE CA 92225 5 11/20/95
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0380309774 05 01/01/96
0
30481414 O 12/01/25
0
1
1465525 670/728 F 117,000.00
ZZ
SULLIVAN DEBRA K 360 116,923.46
1
197 FOX FIRE DRIVE 8.125 868.73
54
7.875 868.73
220,000.00
LAKE ZURICH IL 60047 5 11/20/95
00
0380309790 05 01/01/96
0
30481627 O 12/01/25
0
1465526 670/728 F 121,500.00
ZZ
DOPERALSKI MICHAEL G 360 121,422.52
1
5140 ABBOTT AVENUE SOUTH 8.250 912.79
75
8.000 912.79
162,000.00
MINNEAPOLIS MN 55410 1 11/28/95
00
0380309816 05 01/01/96
0
30484251 O 12/01/25
0
1465527 670/728 F 104,000.00
ZZ
CRUTCHER THOMAS S 360 104,000.00
1
45 SASSAWANNA ROAD 8.750 818.17
68
8.500 818.17
155,000.00
RUTLAND MA 01543 2 12/01/95
00
0380309865 05 02/01/96
0
30485584 O 01/01/26
0
1465529 670/728 F 261,000.00
ZZ
THOMAS MATTHEW C 360 260,653.10
1
1539 MEADOW CIRCLE 8.000 1,915.13
90
7.750 1,915.13
290,000.00
CARPINTERIA CA 93013 1 11/13/95
10
0380309899 03 01/01/96
25
30485789 O 12/01/25
0
1465531 670/728 F 285,000.00
ZZ
INOKON MICHAEL 360 285,000.00
1
708 HOBBS DRIVE 8.500 2,191.41
60
8.250 2,191.41
475,000.00
SILVER SPRING MD 20904 5 11/30/95
00
0380310103 05 02/01/96
0
30487315 O 01/01/26
0
1465532 670/728 F 283,100.00
ZZ
FEATHERSTON MICHAEL L 360 282,924.04
1
1
9748 VALE STREET NW 8.375 2,151.76
76
8.125 2,151.76
377,000.00
COON RAPIDS MN 55433 1 11/16/95
00
0380309964 05 01/01/96
0
30487692 O 12/01/25
0
1465533 670/728 F 100,000.00
ZZ
DELJOU NEJATOLLA 360 99,936.23
1
3179 INMAN PARK COURT 8.250 751.27
64
8.000 751.27
158,000.00
MARIETTA GA 30062 1 11/28/95
00
0380310160 05 01/01/96
0
30490081 O 12/01/25
0
1465534 670/728 F 68,400.00
ZZ
KILEY DENNIS S 360 68,400.00
1
RT 1 BOX 365 8.125 507.87
80
7.875 507.87
86,000.00
CLARKSBURG WV 26301 5 12/04/95
00
0380310186 05 02/01/96
0
30490286 O 01/01/26
0
1465535 670/728 F 100,000.00
ZZ
LONG CHIK W 360 99,932.90
1
1311 SOLERA LANE #1 8.000 733.77
66
7.750 733.77
153,000.00
DIAMOND BAR CA 91765 1 11/16/95
00
0380310210 01 01/01/96
0
30490367 O 12/01/25
0
1465536 670/728 F 45,500.00
ZZ
AQUINO LILIA M 360 45,500.00
1
6155 SOUTHWEST 130TH AVENUE 8.875 362.02
70
8.625 362.02
65,000.00
MIAMI FL 33183 1 12/11/95
00
0380309998 01 02/01/96
0
30492246 O 01/01/26
0
1465537 670/728 F 141,000.00
ZZ
GOULD NATALIE A 360 141,000.00
1
1 BLANEY CIRCLE 7.625 997.99
64
7.375 997.99
223,000.00
SWAMPSCOTT MA 01907 2 12/01/95
00
0380310004 05 02/01/96
0
1
30493404 O 01/01/26
0
1465538 670/728 F 115,000.00
ZZ
ALNAJAR IMAD 360 114,933.83
1
5360 KINGSFIELD 8.750 904.71
70
8.500 904.71
165,000.00
WEST BLOOMFIELD MI 48322 1 11/22/95
00
0380310020 05 01/01/96
0
30494702 O 12/01/25
0
1465539 670/728 F 360,000.00
ZZ
BLOEMBERGEN BRINK A 360 359,764.51
1
140 NORTH HIDDEN CANYON 8.125 2,672.99
90
7.875 2,672.99
400,000.00
ORANGE CA 92669 1 11/21/95
11
0380310046 03 01/01/96
25
30495229 O 12/01/25
0
1465540 670/728 F 70,000.00
T
TOURKANTONIS ARTHUR C 360 70,000.00
1
269 PINKHAM ROAD 8.500 538.24
55
8.250 538.24
128,000.00
MIDDLETON NH 03887 5 12/05/95
00
0380310053 05 02/01/96
0
30496411 O 01/01/26
0
1465541 670/728 F 632,000.00
ZZ
BAILEY ANDREW P 360 631,553.94
1
2925 ADELINE DRIVE 7.750 4,527.73
80
7.500 4,527.73
790,000.00
BURLINGAME CA 94010 1 11/20/95
00
0380310061 05 01/01/96
0
30498686 O 12/01/25
0
1465542 670/728 F 650,000.00
ZZ
TOIBIN IRA 360 649,595.99
1
17141 EDGEWATER LANE 8.375 4,940.47
69
8.125 4,940.47
950,000.00
HUNTINGTON BEAC CA 92649 2 11/21/95
00
0380310095 05 01/01/96
0
34000909 O 12/01/25
0
1
1465543 670/728 F 370,000.00
ZZ
BEAUVAIS EARL 360 369,757.97
1
11882 OUTLOOK LANE 8.125 2,747.24
80
7.875 2,747.24
462,500.00
SANTA ANA CA 92705 1 11/30/95
00
0380310202 05 01/01/96
0
34010220 O 12/01/25
0
1465544 670/728 F 93,000.00
ZZ
SYLVESTER DONALD 360 92,940.70
1
3234 TROTTING HORSE PL. 8.250 698.68
75
8.000 698.68
124,000.00
JACKSONVILLE FL 32225 2 11/30/95
00
0380310277 05 01/01/96
0
34011471 O 12/01/25
0
1465545 670/728 F 390,000.00
ZZ
DAUGHARTHY JAMES B 360 389,775.62
1
1070 RANCHO CIRCLE 8.750 3,068.13
80
8.500 3,068.13
490,000.00
LAS VEGAS NV 89107 1 11/30/95
00
0380310301 03 01/01/96
0
34019502 O 12/01/25
0
1465546 670/728 F 378,000.00
ZZ
BULLOCK STUART S 360 378,000.00
1
4807 REFORMA ROAD 8.125 2,806.64
90
7.875 2,806.64
420,000.00
WOODLAND HILLS CA 91364 1 12/01/95
14
0380310335 05 02/01/96
25
34024379 O 01/01/26
0
1465547 670/728 F 256,900.00
ZZ
FISH BARRY J 360 256,755.97
1
22 MARY CHILTON ROAD 8.875 2,044.02
89
8.625 2,044.02
290,000.00
NEEDHAM MA 02192 1 11/30/95
14
0380310343 05 01/01/96
25
34025057 O 12/01/25
0
1465577 696/728 F 600,000.00
ZZ
JAMESON JAMIE G 360 600,000.00
1
3005 NORMANSTONE DRIVE NW 8.125 4,454.98
80
7.875 4,454.98
750,000.00
1
WASHINGTON DC 20008 1 12/15/95
00
0380300708 05 02/01/96
0
6010508 O 01/01/26
0
1465578 696/728 F 347,000.00
ZZ
FORRESTER III CHARLES T 360 347,000.00
1
1653 FRANCIS HAMMOND PARKWAY 8.500 2,668.13
78
8.250 2,668.13
450,000.00
ALEXANDRIA VA 22302 2 12/14/95
00
0380314618 05 02/01/96
0
2086790 O 01/01/26
0
1465595 526/728 F 220,000.00
ZZ
MAKHANI SHAHRAM 360 219,866.72
1
14 CORRIENTE 8.500 1,691.61
70
8.250 1,691.61
315,000.00
IRVINE CA 92714 2 11/02/95
00
0380302514 03 01/01/96
0
00077217 O 12/01/25
0
1465633 369/728 F 265,500.00
ZZ
HEALD JAMES I 360 265,334.97
1
17 PREAKNESS COURT 8.375 2,018.00
90
8.125 2,018.00
295,000.00
LINCOLN UNIVERS PA 19352 2 12/01/95
12
0380311655 05 01/01/96
25
0049064579 O 12/01/25
0
1465639 601/728 F 240,000.00
ZZ
HEDWIG EVA B 360 240,000.00
1
2242 SHANNONDALE DRIVE 8.250 1,803.04
79
8.000 1,803.04
305,000.00
LIBERTYVILLE IL 60048 1 12/14/95
00
0380313081 05 02/01/96
0
872593 O 01/01/26
0
1465645 601/728 F 220,000.00
ZZ
HOWARD MARK H 360 220,000.00
1
4127 HAWTHORNE PLACE 8.000 1,614.29
90
7.750 1,614.29
246,572.00
LONGMONT CO 80503 1 12/12/95
10
0380311309 03 02/01/96
25
837860 O 01/01/26
0
1
1465657 526/728 F 316,000.00
ZZ
ENNIS ROBERT S 360 315,803.59
1
0272 SETTLERS DRIVE 8.375 2,401.83
80
8.125 2,401.83
395,000.00
BRECKENRIDGE CO 80424 1 12/01/95
00
0380297342 09 01/01/96
0
00082627 O 12/01/25
0
1465680 267/267 F 340,000.00
ZZ
MESSERSCHMIDT CAROLEE 360 340,000.00
1
1935 PORT BISHOP PLACE 7.875 2,465.24
60
7.625 2,465.24
575,000.00
NEWPORT BEACH CA 92660 2 12/08/95
00
4369888 03 02/01/96
0
4369888 O 01/01/26
0
1465681 267/267 F 247,500.00
ZZ
PEAY LEO A 360 247,500.00
1
223 CALLE DE ARBOLES 8.000 1,816.07
72
7.750 1,816.07
347,500.00
REDONDO BEACH CA 90277 1 12/01/95
00
4379964 05 02/01/96
0
4379964 O 01/01/26
0
1465682 267/267 F 270,000.00
ZZ
GARDNER GREGORY J 360 270,000.00
1
3101 DRUID LANE 7.875 1,957.69
78
7.625 1,957.69
350,000.00
LOS ALAMITOS CA 90720 2 12/06/95
00
4379168 05 02/01/96
0
4379168 O 01/01/26
0
1465690 624/728 F 155,000.00
ZZ
ZABINSKA KATRINA E 360 155,000.00
1
2551 26TH AVENUE WEST 8.625 1,205.57
68
8.375 1,205.57
230,000.00
SEATLE WA 98199 1 12/01/95
00
0380306044 05 02/01/96
0
85258004253 O 01/01/26
0
1465692 025/025 F 395,000.00
ZZ
MARTIN SIDNEY S 360 394,748.13
1
1
11900 NW 6 STREET 8.250 2,967.50
73
8.000 2,967.50
545,000.00
PLANTATION FL 33325 2 11/06/95
00
473041 05 01/01/96
0
473041 O 12/01/25
0
1465693 964/728 F 360,000.00
ZZ
MC QUAID BRIAN 360 360,000.00
1
495 OAK STREET 7.875 2,610.25
80
7.625 2,610.25
450,000.00
LAGUNA BEACH CA 92651 1 12/06/95
00
0380308172 05 02/01/96
0
16395 O 01/01/26
0
1465699 668/728 F 250,000.00
ZZ
LIPSMAN JOEL J 360 250,000.00
1
26036 NORTH HORSESHOE TRAIL 7.875 1,812.68
68
7.625 1,812.68
372,980.00
SCOTTSDALE AZ 85255 1 12/01/95
00
0380303447 05 02/01/96
0
6233225 O 01/01/26
0
1465702 964/728 F 311,200.00
ZZ
THRONSON STEPHEN C 360 311,200.00
1
11341 DONOVAN ROAD 8.000 2,283.48
80
7.750 2,283.48
389,000.00
LOS ALAMITOS CA 90720 1 12/08/95
00
0380307968 05 02/01/96
0
16373 O 01/01/26
0
1465706 450/728 F 364,000.00
ZZ
GOLLA DOUGLAS J 360 363,736.55
1
5560 WOODFIELD COURT 7.625 2,576.37
80
7.375 2,576.37
455,000.00
GRAND BLANC TWP MI 48439 4 12/01/95
00
0380314972 03 01/01/96
0
3989449 O 12/01/25
0
1465715 387/387 F 370,000.00
ZZ
WIZMAN DANIEL 360 369,770.02
1
459 SOUTH LAPEER DRIVE 8.375 2,812.27
87
8.125 2,812.27
428,500.00
BEVERLY HILLS CA 90211 2 11/09/95
11
559716 05 01/01/96
25
1
559716 O 12/01/25
0
1465716 387/387 F 350,000.00
ZZ
LINDECKER, III PHILIP G 360 349,771.05
1
17640 DAVES AVENUE 8.125 2,598.74
55
7.875 2,598.74
640,000.00
MONTE SERENO CA 95030 4 11/16/95
00
563650 05 01/01/96
0
563650 O 12/01/25
0
1465718 387/387 F 243,200.00
ZZ
SO TIMOTHY S 360 243,036.81
1
4517 FAIRWAY DRIVE 8.000 1,784.52
95
7.750 1,784.52
256,000.00
LAKEWOOD CA 90712 1 11/21/95
11
565861 05 01/01/96
30
565861 O 12/01/25
0
1465720 387/387 F 273,000.00
ZZ
WEINTRAUB DAVID S 360 272,816.82
1
12500 OTSEGO STREET 8.000 2,003.18
70
7.750 2,003.18
390,000.00
NORTH HOLLYWOOD CA 91607 5 11/21/95
00
561035 05 01/01/96
0
561035 O 12/01/25
0
1465722 765/728 F 392,000.00
ZZ
TARBOX III RICHARD C 360 392,000.00
1
5745 VIA LOS RANCHOS 8.125 2,910.59
80
7.875 2,910.59
490,000.00
PARADISE VALLEY AZ 85253 1 12/08/95
00
0380308248 05 02/01/96
0
102840 O 01/01/26
0
1465723 765/728 F 247,400.00
ZZ
PYRAH JR ROBERT E 360 247,400.00
1
16306 SISLEY DRIVE 8.250 1,858.64
90
8.000 1,858.64
274,900.00
CHINO HILLS CA 91709 1 12/12/95
11
0380302225 05 02/01/96
25
311349 O 01/01/26
0
1
1465725 776/728 F 308,000.00
ZZ
NOSCO JACQUES D 360 308,000.00
1
5805 SALISBURY LANE 8.625 2,395.59
80
8.375 2,395.59
385,000.00
SAN LUIS OBISPO CA 93401 2 12/08/95
00
0380303280 03 02/01/96
0
2126240 O 01/01/26
0
1465727 776/728 F 260,000.00
ZZ
LEE,JR RONALD R 360 260,000.00
1
5615 W 77TH STREET 8.250 1,953.30
55
8.000 1,953.30
475,000.00
LOS ANGELES CA 90045 5 12/11/95
00
0380303108 05 02/01/96
0
6126002 O 01/01/26
0
1466169 560/560 F 215,437.78
ZZ
DATTA MADHAV 304 215,239.80
1
LOT 2-13 WILDWOOD CT 8.625 1,746.44
76
8.375 1,746.44
287,000.00
YORKTOWN HTS NY 10598 1 10/24/95
00
217661487 05 01/01/96
0
217661487 O 04/01/21
0
1466170 560/560 F 324,660.92
ZZ
SCHAENGOLD JEFF 317 324,398.03
1
8931 BAY COVE COURT 8.750 2,630.21
67
8.500 2,630.21
491,000.00
ORLANDO FL 32819 1 11/16/95
00
220244149 03 01/01/96
0
220244149 O 05/01/22
0
1466171 560/560 F 235,680.68
ZZ
CANNON ALLEN 312 235,273.07
1
21032 AVENIDA ALBERCON 8.625 1,897.03
77
8.375 1,897.03
310,000.00
EL TORO AREA CA 92630 1 10/06/95
00
320182306 03 12/01/95
0
320182306 O 11/01/21
0
1466172 560/560 F 302,000.00
ZZ
DESAI ASHVIN D 360 299,886.50
2
29899 VANDERBILT STREET 7.750 2,163.56
69
7.500 2,163.56
440,000.00
1
HAYWARD CA 94544 2 11/08/95
00
450273826 05 01/01/96
0
450273826 O 12/01/25
0
1466173 560/560 F 220,000.00
ZZ
PANTALE WILLIAM 360 219,852.39
1
137 MACDONALD DRIVE 8.000 1,614.28
80
7.750 1,614.28
278,000.00
WAYNE NJ 07470 1 11/29/95
00
450280805 05 01/01/96
0
450280805 O 12/01/25
0
1466174 560/560 F 256,500.00
ZZ
THEOBALD JOE L 360 256,327.89
1
12481 E AVENIDA DE LA VISTA 8.000 1,882.11
90
VERDE 7.750 1,882.11
285,000.00
TUCSON AZ 85749 2 11/21/95
10
450280920 03 01/01/96
25
450280920 O 12/01/25
0
1466175 560/560 F 340,500.00
T
BELLOWE HOWARD 360 340,293.73
1
1786 TIGER RD 8.500 2,618.15
65
8.250 2,618.15
523,867.00
BRECKENRIDGE CO 80424 1 11/29/95
00
450281118 03 01/01/96
0
450281118 O 12/01/25
0
1466176 560/560 F 258,150.00
ZZ
IYYALASOMAYAZULA VENKATARA 360 257,967.80
1
26 GINNIE LANE 7.750 1,849.42
80
7.500 1,849.42
323,363.00
WEST WINDSOR NJ 08691 1 11/30/95
00
450282199 03 01/01/96
0
450282199 O 12/01/25
0
1466177 560/560 F 234,800.00
ZZ
HAYNES WILLIAM L 360 234,630.06
1
170 HAMPSTEAD MANOR 7.625 1,661.90
95
7.375 1,661.90
247,167.00
FAYETTEVILLE GA 30214 1 11/29/95
10
450282272 05 01/01/96
30
450282272 O 12/01/25
0
1
1466178 560/560 F 327,500.00
ZZ
JOHNSON SHERLEE E 360 327,285.77
1
310 CAMDEN BRANCH DRIVE 8.125 2,431.68
75
7.875 2,431.68
437,535.00
CARY NC 27511 1 11/30/95
00
450282371 03 01/01/96
0
450282371 O 12/01/25
0
1466182 560/560 F 221,000.00
ZZ
DRAKE JOHN E 360 220,847.91
1
23674 SONATA DRIVE 7.875 1,602.40
95
7.625 1,602.40
232,645.00
MURRIETA CA 92562 1 11/29/95
10
450285069 05 01/01/96
30
450285069 O 12/01/25
0
1466183 560/560 F 370,000.00
ZZ
MILBURN CORNELIUSJ 360 369,745.37
1
25306 CAMINO DE CHAMISAL 7.875 2,682.76
69
7.625 2,682.76
542,000.00
SALINAS CA 93908 2 11/21/95
00
450285580 05 01/01/96
0
450285580 O 12/01/25
0
1466184 560/560 F 326,300.00
ZZ
CUMMINGS THOMAS V 360 326,091.93
1
2 SHADY LANE 8.250 2,451.38
90
8.000 2,451.38
363,000.00
MONTEREY CA 93940 1 11/30/95
10
450285614 05 01/01/96
25
450285614 O 12/01/25
0
1466185 560/560 F 254,250.00
ZZ
CUSHMAN VICKI E 360 254,087.87
1
36 CUSHING LANE 8.250 1,910.10
88
8.000 1,910.10
291,000.00
LUNENBURG MA 01462 2 11/22/95
10
450285796 05 01/01/96
25
450285796 O 12/01/25
0
1466187 560/560 F 270,550.00
ZZ
MATNEY MICHAEL G 240 270,090.68
1
1
1615 KNOX DRIVE 8.000 2,262.99
75
7.750 2,262.99
365,000.00
BRENTWOOD TN 37027 2 11/22/95
00
450286281 05 01/01/96
0
450286281 O 12/01/15
0
1466188 560/560 F 180,000.00
ZZ
HALL STEVEN G 360 179,890.95
1
300 ASHCROFT PLACE 8.500 1,384.05
66
8.250 1,384.05
275,000.00
NASHVILLE TN 37215 2 11/22/95
00
450286299 05 01/01/96
0
450286299 O 12/01/25
0
1466189 560/560 F 105,000.00
ZZ
ROBINS ROBERT D 360 105,000.00
1
101 GLADWIN AVE 7.875 761.33
45
7.625 761.33
235,000.00
LEONIA NJ 07605 1 12/04/95
00
450286778 05 02/01/96
0
450286778 O 01/01/26
0
1466191 560/560 F 242,230.00
ZZ
SCHMITZ STEPHEN G 360 242,079.44
1
12196 NORTH 138TH WAY 8.375 1,841.12
79
8.125 1,841.12
310,000.00
SCOTTSDALE AZ 85259 2 11/29/95
00
450287685 03 01/01/96
0
450287685 O 12/01/25
0
1466192 560/560 F 137,600.00
ZZ
SANGUINO THOMAS F 360 137,512.26
1
1275 HILBY AVENUE 8.250 1,033.74
80
8.000 1,033.74
172,000.00
SEASIDE CA 93955 1 11/29/95
00
450287743 05 01/01/96
0
450287743 O 12/01/25
0
1466193 560/560 F 240,000.00
ZZ
SIEGELMAN ROBERT 360 240,000.00
1
23 JESSICA PLACE 8.500 1,845.40
80
8.250 1,845.40
300,000.00
ROSLYN NY 11577 2 12/01/95
00
450288626 05 02/01/96
0
1
450288626 O 01/01/26
0
1466194 560/560 F 279,000.00
ZZ
CAUDILL II NOBLE C 360 279,000.00
1
2626 CAGES BEND ROAD 8.500 2,145.27
65
8.250 2,145.27
435,000.00
GALLATIN TN 37066 2 12/01/95
00
450288691 05 02/01/96
0
450288691 O 01/01/26
0
1466195 560/560 F 254,000.00
ZZ
WELCH STEPHEN B 360 253,820.73
1
856 WALBROOK COURT 7.750 1,819.69
80
7.500 1,819.69
317,500.00
WALNUT CREEK CA 94598 1 11/13/95
00
450289145 05 01/01/96
0
450289145 O 12/01/25
0
1466196 560/560 F 57,000.00
ZZ
BESOLD JO A 360 57,000.00
1
29 CHESTNUT COURT 8.500 438.29
54
8.250 438.29
107,000.00
HIGH BRIDGE NJ 08829 1 12/07/95
00
450289491 03 02/01/96
0
450289491 O 01/01/26
0
1466198 560/560 F 348,000.00
ZZ
HILL CRAIG 360 348,000.00
1
1901 WEST RIDGE 7.625 2,463.13
80
7.375 2,463.13
435,000.00
ROCHESTER HILLS MI 48306 1 12/08/95
00
450290663 03 02/01/96
0
450290663 O 01/01/26
0
1466199 560/560 F 300,000.00
ZZ
NEELY WILLIAM M 360 300,000.00
1
29 TAMMER LANE 7.750 2,149.24
74
7.500 2,149.24
406,900.00
HOPKINTON MA 01748 1 12/08/95
00
450290697 05 02/01/96
0
450290697 O 01/01/26
0
1
1466200 560/560 F 302,500.00
ZZ
MURRAY JOHN S 360 302,500.00
1
132 VALLEY OAKS DRIVE 8.250 2,272.58
61
8.000 2,272.58
500,000.00
ALAMO CA 94507 5 11/30/95
00
450290929 05 02/01/96
0
450290929 O 01/01/26
0
1466201 560/560 F 315,000.00
ZZ
BLAIZE CARL E 360 315,000.00
1
9667 SPRUANCE 8.375 2,394.23
74
8.125 2,394.23
429,900.00
INDIANAPOLIS IN 46256 1 12/11/95
00
450290945 05 02/01/96
0
450290945 O 01/01/26
0
1466202 560/560 F 210,300.00
ZZ
ALEXANDER FREDERICKL 360 210,300.00
1
10432 STREAM PARK CT 7.625 1,488.50
80
7.375 1,488.50
262,900.00
CENTERVILLE OH 45458 1 12/15/95
00
450295845 05 02/01/96
0
450295845 O 01/01/26
0
1466312 076/076 F 217,600.00
ZZ
SPAULDING TIMOTHY S 360 217,321.53
1
UNIT 13R SOUTH COMMONS 8.250 1,634.76
95
8.000 1,634.76
229,675.00
LINCOLN MA 01773 1 11/01/95
14
4972132 01 12/01/95
30
4972132 O 11/01/25
0
1466326 822/728 F 75,000.00
ZZ
FAZIO JOHN J 360 74,952.18
1
126 PALISADE ROAD 8.250 563.45
63
8.000 563.45
120,000.00
ELIZABETH NJ 07208 1 11/20/95
00
0380300880 05 01/01/96
0
3516003723 O 12/01/25
0
1466333 334/728 F 244,500.00
ZZ
SLOCUM PRESTON L 360 244,179.04
1
4219 WESTERDALE DRIVE 8.125 1,815.41
88
7.875 1,815.41
280,000.00
1
FULSHEAR TX 77441 4 10/25/95
01
0380315748 05 12/01/95
25
448140 O 11/01/25
0
1466349 696/728 F 513,750.00
ZZ
HENRY WILLIAM A 360 513,750.00
1
3909 WOODBINE STREET 7.875 3,725.04
80
7.625 3,725.04
649,293.00
CHEVY CHASE MD 20815 4 12/15/95
00
0380315409 05 02/01/96
0
3113379 O 01/01/26
0
1466351 696/728 F 209,600.00
ZZ
PALLASCH BRIAN T 360 209,600.00
1
1508 RUSSELL ROAD 8.125 1,556.27
80
7.875 1,556.27
262,000.00
ALEXANDRIA VA 22301 1 12/20/95
00
0380313008 05 02/01/96
0
2266135 O 01/01/26
0
1466374 450/728 F 224,000.00
ZZ
DEMME THOMAS S 360 223,853.48
1
1901 WOODLAND 8.125 1,663.19
78
7.875 1,663.19
288,500.00
PARK RIDGE IL 60068 1 12/01/95
00
0380303629 05 01/01/96
0
3989266 O 12/01/25
0
1466375 450/728 F 250,000.00
ZZ
JUNGLAS JOHN A 360 250,000.00
1
602 HARBOR COLONY COURT 8.000 1,834.41
48
7.750 1,834.41
530,000.00
REDWOOD CITY CA 94065 1 12/06/95
00
0380303728 05 02/01/96
0
4152526 O 01/01/26
0
1466376 450/728 F 260,000.00
ZZ
ZOUZOUNIS DENNIS J 360 260,000.00
1
17 VICTORIA ROAD 7.750 1,862.67
57
7.500 1,862.67
460,000.00
BURLINGTON CA 94010 5 11/30/95
00
0380303603 05 02/01/96
0
3961828 O 01/01/26
0
1
1466378 450/728 F 318,700.00
ZZ
COSENS MICHAEL J 360 318,700.00
1
37790 LAKEVILLE 7.750 2,283.21
73
7.500 2,283.21
440,000.00
HARRISON TOWNSH MI 48045 5 12/14/95
00
0380310673 05 02/01/96
0
3800893 O 01/01/26
0
1466387 638/728 F 300,000.00
ZZ
BONOLDI ALFRED J 360 300,000.00
1
60 FARM ROAD 8.250 2,253.80
70
8.000 2,253.80
430,000.00
SHERBORN MA 01770 1 12/19/95
00
0380305582 05 02/01/96
0
8522549 O 01/01/26
0
1466401 926/728 F 850,000.00
ZZ
KOLB ROBERT T 360 850,000.00
1
740 SPANISH WELLS ROAD 8.250 6,385.77
61
8.000 6,385.77
1,400,000.00
HILTON HEAD ISL SC 29926 2 12/11/95
00
0380316431 05 02/01/96
0
5070577838 O 01/01/26
0
1466402 450/728 F 247,000.00
ZZ
DUFFY STEVEN J 360 247,000.00
1
729 SADDLE RIDGE 8.000 1,812.40
80
7.750 1,812.40
310,000.00
CRYSTAL LAKE IL 60012 2 12/11/95
00
0380314576 03 02/01/96
0
4158085 O 01/01/26
0
1466408 076/076 F 263,500.00
ZZ
DAVIES FRED J 360 263,323.20
1
3100 TIMBERLAKE POINT 8.000 1,933.47
48
7.750 1,933.47
550,000.00
PONTE VEDRA BEA FL 32082 2 11/13/95
00
4992452 03 01/01/96
0
4992452 O 12/01/25
0
1466411 025/025 F 222,900.00
BB
FIERRO MELITON 360 222,746.60
1
1
2515 LYNSHIRE LANE 7.875 1,616.18
90
7.625 1,616.18
247,720.00
SNELLVILLE GA 30278 1 11/22/95
14
415888 03 01/01/96
25
415888 O 12/01/25
0
1466412 076/076 F 240,000.00
ZZ
WITTMAN DONALD J 360 240,000.00
1
60 KEELER DRIVE 7.625 1,698.71
58
7.375 1,698.71
415,000.00
RIDGEFIELD CT 06877 1 12/01/95
00
4988452 05 02/01/96
0
4988452 O 01/01/26
0
1466413 076/076 F 222,700.00
ZZ
MARTIN LEO E 360 222,542.82
1
1899 MCCLOSKEY ROAD 7.750 1,595.45
80
7.500 1,595.45
280,000.00
HOLLISTER CA 95023 2 10/25/95
00
4999972 05 01/01/96
0
4999972 O 12/01/25
0
1466414 A06/728 F 303,200.00
ZZ
WATSON CRAIG E 360 303,200.00
1
463 HENLEY DR. 8.000 2,224.78
80
7.750 2,224.78
379,000.00
BIRMINGHAM MI 48009 2 12/15/95
00
0380312810 05 02/01/96
0
CR00955698 O 01/01/26
0
1466415 369/728 F 279,200.00
ZZ
ADKINS CHARLES D 360 279,200.00
1
14350 QUAIL POINTE DRIVE 8.000 2,048.68
80
7.750 2,048.68
349,000.00
CARMEL IN 46032 1 12/15/95
00
0380311663 03 02/01/96
0
49382583 O 01/01/26
0
1466421 731/728 F 257,200.00
ZZ
LINDAHL DAVID G 360 257,200.00
1
2327 VIA ZAFIRO 8.000 1,887.24
80
7.750 1,887.24
321,501.00
SAN CLEMENTE CA 92673 1 12/08/95
00
0380308263 05 02/01/96
0
1
411510339 O 01/01/26
0
1466422 559/728 F 292,000.00
ZZ
SEGALAS DANIEL C 360 292,000.00
1
2021 VISTA MAR DRIVE 8.375 2,219.41
76
8.125 2,219.41
385,000.00
EL DORADO HILLS CA 95762 2 12/11/95
00
0380305053 05 02/01/96
0
0427666 O 01/01/26
0
1466423 559/728 F 118,000.00
ZZ
SKELTON BRENT K 360 118,000.00
1
1706 MEADOW AVENUE 7.875 855.59
74
7.625 855.59
160,000.00
STOCKTON CA 95207 2 12/04/95
00
0380302639 05 02/01/96
0
0413393 O 01/01/26
0
1466425 559/728 F 222,000.00
ZZ
WACKMAN MICHAEL 360 222,000.00
1
8753 ESCHINGER ROAD 8.375 1,687.36
69
8.125 1,687.36
324,677.00
ELK GROVE CA 95758 4 12/13/95
00
0380305145 05 02/01/96
0
0429019 O 01/01/26
0
1466433 608/728 F 336,000.00
ZZ
RUTTY JOHN L 360 336,000.00
1
509 NORTH WAYNE AVENUE 7.625 2,378.19
80
7.375 2,378.19
420,000.00
WAYNE PA 19087 1 12/05/95
00
0380307844 05 02/01/96
0
50011929 O 01/01/26
0
1466434 776/728 F 433,600.00
ZZ
HAUN CARY J 360 433,600.00
1
846 LAS CASAS AVENUE 8.375 3,295.67
80
PACIFIC PALISADES AREA 8.125 3,295.67
542,000.00
LOS ANGELES CA 90272 1 12/12/95
00
0380305020 05 02/01/96
0
2126265 O 01/01/26
0
1
1466441 056/728 F 261,000.00
ZZ
CLIFFORD JEFFREY A 360 261,000.00
1
2406 GREENWICH COURT 8.000 1,915.13
90
7.750 1,915.13
290,000.00
ROCKLIN CA 95765 2 12/13/95
10
0380308115 05 02/01/96
25
7800680 O 01/01/26
0
1466444 076/076 F 224,800.00
ZZ
MANGANO LOUIS P 360 224,641.34
1
4013 CLARK PARKWAY 7.750 1,610.49
80
7.500 1,610.49
281,041.00
PLANO TX 75093 1 11/10/95
00
4996602 05 01/01/96
0
4996602 O 12/01/25
0
1466447 076/076 F 470,000.00
ZZ
ALBANESE ROBERT J 360 469,676.55
1
54 PHILLIPS ROAD 7.875 3,407.83
71
7.625 3,407.83
670,000.00
SUDBURY MA 01776 1 11/15/95
00
5006242 05 01/01/96
0
5006242 O 12/01/25
0
1466452 076/076 F 250,000.00
ZZ
CHRISTENSEN GARY S 360 249,832.25
1
36820 SNICKERSVILLE TURNPIKE 8.000 1,834.42
75
7.750 1,834.42
335,000.00
PURCELLVILLE VA 22132 5 11/22/95
00
5004082 05 01/01/96
0
5004082 O 12/01/25
0
1466454 664/728 F 225,000.00
ZZ
HADDY JUDITH S 360 225,000.00
1
3041 SILVER LEA TERRACE 7.875 1,631.41
62
7.625 1,631.41
365,000.00
LOS ANGELES CA 90039 2 12/01/95
00
0380305095 05 02/01/96
0
2062685 O 01/01/26
0
1466456 076/076 F 380,000.00
ZZ
MEINDORFER MICHAEL 360 379,738.49
1
23697 HIGHWAY 9 7.875 2,755.26
68
7.625 2,755.26
560,000.00
1
LOS GATOS CA 95030 1 11/13/95
00
5018792 05 01/01/96
0
5018792 O 12/01/25
0
1466463 076/076 F 287,000.00
ZZ
WEGGENMAN DANIEL 360 286,807.43
1
3170 LA MESA DRIVE 8.000 2,105.90
71
7.750 2,105.90
407,000.00
SAN CARLOS CA 94070 1 11/15/95
00
5016642 05 01/01/96
0
5016642 O 12/01/25
0
1466464 721/728 F 214,900.00
ZZ
BLANCHFLOWER MARK A 360 214,900.00
1
452 BOND ROAD 8.125 1,595.63
80
7.875 1,595.63
268,643.00
BATAVIA IL 60510 1 12/15/95
00
0380314600 05 02/01/96
0
9915035 O 01/01/26
0
1466468 076/076 F 300,000.00
ZZ
DILLON II JOHN A 360 299,788.26
1
3601 SNIDOW DRIVE 7.750 2,149.24
71
7.500 2,149.24
425,000.00
PLANO TX 75025 1 11/13/95
00
5028542 05 01/01/96
0
5028542 O 12/01/25
0
1466474 076/076 F 303,200.00
ZZ
FRANKEN ROBERT E 360 303,001.66
1
4313 WESTOVER PLACE NW 8.125 2,251.26
80
7.875 2,251.26
379,000.00
WASHINGTON DC 20016 1 11/28/95
00
5021762 09 01/01/96
0
5021762 O 12/01/25
0
1466479 076/076 F 406,500.00
ZZ
NEYLAN WAYNE 360 406,234.09
1
520 W PORTOLA AVENUE 8.125 3,018.25
68
7.875 3,018.25
605,000.00
LOS ALTOS CA 94022 2 11/28/95
00
5028712 05 01/01/96
0
5028712 O 12/01/25
0
1
1466480 936/728 F 412,000.00
ZZ
THOMPSON DENNIS A 360 412,000.00
1
37231 NORTH HOLIDAY LANE 8.500 3,167.93
80
8.250 3,167.93
515,000.00
CAREFREE AZ 85377 2 12/01/95
00
0380305319 05 02/01/96
0
19686765426 O 01/01/26
0
1466482 076/076 F 336,000.00
ZZ
MCABEE MICHAEL E 360 335,785.74
1
350 EUNICE AVENUE 8.250 2,524.26
80
8.000 2,524.26
425,000.00
MOUNTAIN VIEW CA 94040 2 11/28/95
00
5036352 05 01/01/96
0
5036352 O 12/01/25
0
1466484 936/728 F 109,000.00
ZZ
LEE VIVIAN Y 360 108,935.64
1
57 SOUTH CAMINO ARROYO 8.625 847.80
67
8.375 847.80
165,000.00
PALM DESERT CA 92260 2 11/22/95
00
0380303520 01 01/01/96
0
1916915 O 12/01/25
0
1466487 936/728 F 430,000.00
ZZ
FREY WILLIAM B 360 430,000.00
1
4500 DULCINEA COURT 8.500 3,306.33
71
8.250 3,306.33
610,000.00
WOODLAND HILLS CA 91364 2 12/01/95
00
0380305244 05 02/01/96
0
20058745410 O 01/01/26
0
1466490 936/728 F 302,300.00
ZZ
VO TIMOTHY 360 302,116.87
1
4722 SANTORINI DRIVE 8.500 2,324.43
80
8.250 2,324.43
377,990.00
CYPRESS CA 90630 1 11/29/95
00
0380308040 03 01/01/96
0
1958107 O 12/01/25
0
1466492 076/076 F 270,750.00
ZZ
FAERBER MICHAEL A 360 270,568.33
1
1
14912 WESTBURY ROAD 8.000 1,986.67
95
7.750 1,986.67
285,000.00
ROCKVILLE MD 20853 1 11/21/95
04
5045952 05 01/01/96
30
5045952 O 12/01/25
0
1466497 076/076 F 290,000.00
ZZ
HODGE G M 360 289,800.43
1
1051 WILD AZALEA COURT 7.875 2,102.70
66
7.625 2,102.70
440,000.00
ATHENS GA 30606 2 11/21/95
00
5051512 05 01/01/96
0
5051512 O 12/01/25
0
1466502 637/728 F 232,000.00
ZZ
HALLIDAY RICHARD L 360 232,000.00
1
11512 LEXINGTON HILLS CIRCLE 7.875 1,682.17
80
7.625 1,682.17
290,000.00
SANDY UT 84092 2 12/07/95
00
0380305301 05 02/01/96
0
4617403 O 01/01/26
0
1466506 637/728 F 213,300.00
ZZ
DOWNES PATRICK J 360 213,170.77
1
16 MADISON DRIVE 8.500 1,640.10
90
8.250 1,640.10
237,000.00
SANDWICH MA 02563 1 12/01/95
14
0380305285 05 01/01/96
25
4680229 O 12/01/25
0
1466508 637/728 F 85,000.00
ZZ
TRAPANESE MARY C 360 85,000.00
1
15 MICHIGAN AVE 8.000 623.70
62
7.750 623.70
138,000.00
MASSAPEQUA NY 11758 1 12/12/95
00
0380303488 05 02/01/96
0
4733762 O 01/01/26
0
1466512 076/076 F 300,000.00
ZZ
EVART THOMAS G 360 300,000.00
1
1011 HAVRE COURT 8.000 2,201.29
74
7.750 2,201.29
410,000.00
SUNNYVALE CA 94087 1 12/04/95
00
5052432 05 02/01/96
0
1
5052432 O 01/01/26
0
1466513 637/728 F 286,000.00
ZZ
HAN REUY-HWA 360 286,000.00
1
325 JACARANDA DRIVE 8.250 2,148.63
75
8.000 2,148.63
384,000.00
DANVILLE CA 94506 2 12/04/95
00
0380303504 03 02/01/96
0
3511763 O 01/01/26
0
1466525 076/076 F 216,400.00
ZZ
STALL WILLIAM R 360 216,254.80
1
2241 ROCKWOOD DRIVE 8.000 1,587.87
80
7.750 1,587.87
270,500.00
SACRAMENTO CA 95864 1 11/20/95
00
5059572 05 01/01/96
0
5059572 O 12/01/25
0
1466527 076/076 F 294,400.00
ZZ
BEHAR SAMUEL M 360 294,192.21
1
136 LINDBERGH AVENUE 7.750 2,109.12
80
7.500 2,109.12
368,000.00
NEEDHAM MA 02192 1 12/01/95
00
5121072 05 01/01/96
0
5121072 O 12/01/25
0
1466537 076/076 F 211,800.00
ZZ
HENDERSON MICHAEL V 360 211,442.80
1
3560 OCEAN VIEW AVENUE 7.875 1,535.70
80
7.625 1,535.70
264,800.00
LOS ANGELES CA 90066 1 10/12/95
00
5135452 05 12/01/95
0
5135452 O 11/01/25
0
1466540 076/076 F 448,700.00
ZZ
JONES KENDALL M 360 448,398.93
1
18703 MAPLETREE LANE 8.000 3,292.40
80
7.750 3,292.40
565,000.00
DALLAS TX 75252 2 11/22/95
00
5135892 03 01/01/96
0
5135892 O 12/01/25
0
1
1466548 076/076 F 337,094.00
ZZ
ROUNDS JOHN C 360 336,856.09
1
412 MUMM LANE 7.750 2,414.98
90
7.500 2,414.98
374,549.00
RALEIGH NC 27615 1 11/21/95
12
5165542 05 01/01/96
25
5165542 O 12/01/25
0
1466553 076/076 F 240,000.00
ZZ
MEYERS PAUL S 360 239,843.00
1
33 SCHEFFELIN AVENUE 8.125 1,782.00
80
7.875 1,782.00
300,000.00
STATEN ISLAND NY 10306 1 11/15/95
00
5198832 05 01/01/96
0
5198832 O 12/01/25
0
1466563 076/076 F 231,750.00
ZZ
AVRAM IOAN M 360 231,750.00
1
3127 SOMBRERO CIRCLE 7.875 1,680.35
90
7.625 1,680.35
257,500.00
SAN RAMON CA 94583 1 12/04/95
14
5221962 03 02/01/96
25
5221962 O 01/01/26
0
1466567 076/076 F 311,600.00
ZZ
JOHNSON ALLAN L 360 311,396.17
1
7017 HALSTEAD DRIVE 8.125 2,313.62
80
7.875 2,313.62
389,500.00
MINNETRISTA MN 55364 2 11/21/95
00
5391202 05 01/01/96
0
5391202 O 12/01/25
0
1466570 076/076 F 308,650.00
ZZ
OWEN DAVID P 360 308,437.59
1
264 STOW ROAD 7.875 2,237.93
90
7.625 2,237.93
342,968.00
MARLBOROUGH MA 01752 1 11/03/95
10
6631261 05 01/01/96
25
6631261 O 12/01/25
0
1466577 E19/728 F 236,500.00
ZZ
DOMEREGO JEAN L 360 236,500.00
1
4051 SALACIA DRIVE 8.250 1,776.75
75
8.000 1,776.75
319,000.00
1
IRVINE CA 92720 2 12/15/95
00
0380305327 05 02/01/96
0
3127 O 01/01/26
0
1466578 E19/728 F 270,000.00
ZZ
WALTHER JAMES L 360 270,000.00
1
1019 FELLOWS DRIVE 8.000 1,981.17
53
7.750 1,981.17
510,000.00
YAKIMA WA 98908 5 12/19/95
00
0380304312 05 02/01/96
0
2812 O 01/01/26
0
1466589 765/728 F 202,700.00
ZZ
FARIDPAK HASSAN 360 202,700.00
1
4562 KATHY DRIVE 8.125 1,505.05
74
7.875 1,505.05
276,999.00
LA PALMA CA 90623 1 12/12/95
00
0380303165 05 02/01/96
0
311547 O 01/01/26
0
1466590 E19/728 F 245,000.00
ZZ
BOLTON GREGG L 360 245,000.00
1
11822 SOUTHWICK COURT 8.250 1,840.60
79
8.000 1,840.60
311,000.00
DUBLIN CA 94568 2 12/27/95
00
0380307810 05 02/01/96
0
3500 O 01/01/26
0
1466591 685/728 F 275,750.00
ZZ
BIDDLE JEFF 360 275,750.00
1
25 PROMONTORY 7.875 1,999.38
80
7.625 1,999.38
344,701.00
DOVE CANYON CA 92679 1 12/21/95
00
0380298902 05 02/01/96
0
102337 O 01/01/26
0
1466600 399/399 F 275,000.00
ZZ
FEIN SAMUEL M 360 275,000.00
1
3321 BONNIE HILL DRIVE 8.450 2,104.78
74
8.200 2,104.78
375,000.00
LOS ANGELES CA 90068 2 12/08/95
00
6505259 05 02/01/96
0
6505259 O 01/01/26
0
1
1466601 685/728 F 214,900.00
ZZ
GUIDRY ROBERT A 360 214,900.00
1
1390 HEATHERIDGE LANE 8.000 1,576.86
80
7.750 1,576.86
268,670.00
CHINO HILLS CA 91709 1 12/21/95
00
0380303207 05 02/01/96
0
103067 O 01/01/26
0
1466602 731/728 F 350,000.00
ZZ
AGAKI AMIR 360 350,000.00
1
1532 GLENDON AVENUE 8.000 2,568.18
79
7.750 2,568.18
443,000.00
LOS ANGELES CA 90024 1 12/06/95
00
0380303132 05 02/01/96
0
411910908 O 01/01/26
0
1466603 731/728 F 188,000.00
ZZ
SCHUPPERT EDWARD A 360 188,000.00
1
6096 DAWN COURT 8.375 1,428.94
80
8.125 1,428.94
235,000.00
ROHNERT PARK CA 94928 2 12/01/95
00
0380303140 05 02/01/96
0
110540407 O 01/01/26
0
1466607 E19/728 F 255,000.00
ZZ
SECKAR STEPHEN C 360 255,000.00
1
730 TRAILROCK COURT 8.375 1,938.19
80
8.125 1,938.19
320,000.00
SIMI VALLEY CA 93065 2 12/19/95
00
0380298779 05 02/01/96
0
3801 O 01/01/26
0
1466609 964/728 F 204,400.00
ZZ
WUNSCH DENNIS E 360 204,400.00
1
22152 WINDWARD WAY 8.000 1,499.82
80
7.750 1,499.82
255,500.00
LAKE FOREST CA 92630 1 12/15/95
00
0380298712 03 02/01/96
0
16507 O 01/01/26
0
1466610 964/728 F 301,000.00
ZZ
MORROW LINDA 360 301,000.00
2
1
267 TERMINO AVENUE 8.125 2,234.92
80
7.875 2,234.92
380,000.00
LONG BEACH CA 90803 2 12/07/95
00
0380298829 05 02/01/96
0
16396 O 01/01/26
0
1466632 A53/728 F 350,000.00
ZZ
HOOVER MARK F 360 350,000.00
1
2112 JORDAN TERRACE 8.125 2,598.74
69
7.875 2,598.74
514,155.00
BUFFALO GROVE IL 60089 1 12/08/95
00
0380313537 05 02/01/96
0
0290016204 O 01/01/26
0
1466634 E48/728 F 257,000.00
ZZ
BENSON MARK J 360 257,000.00
1
2497 GOOSE CREEK BY-PASS 8.125 1,908.22
70
7.875 1,908.22
370,000.00
FRANKLIN TN 37064 2 12/21/95
00
0380316761 05 02/01/96
0
5776 O 01/01/26
0
1466636 076/076 F 226,000.00
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CULPEPPER R A 360 225,695.70
1
1871 CHEDWORTH COURT 8.000 1,658.31
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7.750 1,658.31
320,000.00
STONE MOUNTAIN GA 30087 1 10/25/95
00
4977622 05 12/01/95
0
4977622 O 11/01/25
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1466644 076/076 F 400,000.00
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MCMEEL J W 360 399,724.72
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22 WEST CEDAR STREET 7.875 2,900.28
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7.625 2,900.28
1,450,000.00
BOSTON MA 02108 5 11/21/95
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3883912 07 01/01/96
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3883912 O 12/01/25
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1466652 375/728 F 375,000.00
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LAM YICK L 360 374,741.93
1
1045 BELSER STREET 7.875 2,719.01
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7.625 2,719.01
604,000.00
HONOLULU HI 96816 2 11/22/95
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0380313255 05 01/01/96
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1
606265 O 12/01/25
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1466654 076/076 F 395,000.00
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TRENARY JAMES W 360 394,741.61
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14265 MANDERLEIGH WOODS DR 8.125 2,932.87
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7.875 2,932.87
685,000.00
TOWN & COUNTRY MO 63017 2 11/13/95
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4974232 O 12/01/25
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1466657 076/076 F 264,500.00
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FLECKNER JR WILLIAM R 360 264,326.98
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7.875 1,963.91
558,000.00
WELLESLEY MA 02181 2 11/13/95
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4973382 05 01/01/96
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4973382 O 12/01/25
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1466658 076/076 F 228,000.00
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BEDELL BRAD 360 227,685.15
1
123 GREENBRIER DR 7.875 1,653.16
80
7.625 1,653.16
285,000.00
SIKESTON MO 63801 1 10/23/95
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4983172 05 12/01/95
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4983172 O 11/01/25
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1466659 076/076 F 295,000.00
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READ D S 360 294,807.03
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4857 EAST COUNTY ROAD 14 8.125 2,190.37
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7.875 2,190.37
398,000.00
LOVELAND CO 80537 2 11/30/95
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4980572 05 01/01/96
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4980572 O 12/01/25
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1466661 A39/728 F 650,000.00
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MARTIN DAVID 360 650,000.00
1
9653 WENDOVER DRIVE 8.250 4,883.23
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8.000 4,883.23
812,500.00
BEVERLY HILLS A CA 90210 1 12/11/95
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0380298639 05 02/01/96
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9500882 O 01/01/26
0
1
1466662 076/076 F 246,000.00
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REGELE MICHAEL B 360 245,668.78
1
10 BLUE RIDGE 8.000 1,805.06
75
7.750 1,805.06
331,000.00
IRVINE CA 92720 2 10/18/95
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4978042 05 12/01/95
0
4978042 O 11/01/25
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1466664 076/076 F 304,000.00
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BEN JEFFREY P 360 304,000.00
1
263 REDWOOD AVENUE 8.000 2,230.64
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7.750 2,230.64
385,000.00
SANTA CLARA CA 95051 1 12/01/95
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4976962 05 02/01/96
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4976962 O 01/01/26
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1466668 076/076 F 219,150.00
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ROSS TODD 360 218,854.92
1
525 WINDMILL CIRCLE 8.000 1,608.05
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7.750 1,608.05
243,500.00
CONWAY AR 72032 2 10/06/95
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4938852 05 12/01/95
25
4938852 O 11/01/25
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MARCHANT LOWELL B 360 245,237.33
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5024 CRESTWOOD DRIVE 8.000 1,802.13
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7.750 1,802.13
307,000.00
LITTLE ROCK AR 72207 1 10/27/95
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4938212 05 12/01/95
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4938212 O 11/01/25
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1466715 637/728 F 72,100.00
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HOLMES STEVEN H 360 72,100.00
1
3448 STATE HWY 508 7.875 522.78
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7.625 522.78
168,000.00
ONALASKA WA 98570 1 12/15/95
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0380305277 05 02/01/96
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1466716 637/728 F 280,500.00
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CHRISTIANSON SCOTT W 360 280,500.00
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2347 SADDLEBACK VIEW CR 8.000 2,058.21
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7.750 2,058.21
325,000.00
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RIVERTON UT 84065 2 12/12/95
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DUFFIELD GREG A 360 268,800.00
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1508 CASTLE WALL STREET 8.000 1,972.36
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7.750 1,972.36
336,690.00
LAS VEGAS NV 89117 1 12/18/95
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0380308198 03 02/01/96
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4536314 O 01/01/26
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1466719 637/728 F 240,750.00
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LENTINI ROBERT M 360 240,750.00
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4674 SADDLE PLACE 8.000 1,766.54
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7.750 1,766.54
267,500.00
LAS VEGAS NV 89119 1 12/20/95
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0380308024 05 02/01/96
25
4782900 O 01/01/26
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1466722 637/728 F 141,600.00
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RAMIREZ REBECA 360 141,600.00
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8.125 1,076.27
177,000.00
TORRANCE CA 90502 2 12/11/95
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0380305178 05 02/01/96
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4139325 O 01/01/26
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1466727 069/728 F 264,750.00
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MILLER WILLIAM P 360 264,750.00
1
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353,000.00
LAS VEGAS NV 89129 2 12/14/95
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0380310012 05 02/01/96
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1466739 731/728 F 300,000.00
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SIM DIANE S 360 300,000.00
1
5260 LOS GRANDES WAY 8.250 2,253.80
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8.000 2,253.80
520,000.00
LOS ANGELES CA 90027 1 12/15/95
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0380301938 05 02/01/96
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1
1466744 731/728 F 182,400.00
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DICKASON TAMMRA A 360 182,400.00
1
341 EAST 19TH STREET 8.000 1,338.39
80
7.750 1,338.39
228,000.00
COSTA MESA CA 92627 1 12/14/95
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0380302027 05 02/01/96
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1466746 171/728 F 306,800.00
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STURNIOLO CHARLES A 360 306,588.86
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323 OAK TREE DRIVE 7.875 2,224.52
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7.625 2,224.52
383,500.00
GLENDORA CA 91741 1 11/09/95
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0380305152 05 01/01/96
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1466750 B74/728 F 301,000.00
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COLAVITO PHILIP 360 301,000.00
1
591 NORTH BELARDO ROAD 8.125 2,234.92
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7.875 2,234.92
380,000.00
PALM SPRINGS CA 92262 2 12/11/95
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0380303413 05 02/01/96
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1466788 685/728 F 228,000.00
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FISHER RAYMOND E 360 228,000.00
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1423 POST AVENUE 8.000 1,672.98
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7.750 1,672.98
285,000.00
TORRANCE CA 90501 1 12/22/95
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0380305269 05 02/01/96
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DEWOLF DANNY G 360 110,000.00
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1458 STONEY CREEK DR 8.625 855.57
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8.375 855.57
430,000.00
ROCHESTER MI 48307 5 11/30/95
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0410017339 O 01/01/26
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1466848 163/728 F 340,200.00
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UNGARO RUBEN A 360 340,200.00
1
1
6980 NW 66TH STREET 8.375 2,585.77
90
8.125 2,585.77
378,000.00
PARKLAND FL 33067 1 12/01/95
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0380316126 03 02/01/96
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214986881 O 01/01/26
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1466853 163/728 F 423,560.00
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BUFF RONNIE L 360 423,289.92
1
41720 SUDBURY COURT 8.250 3,182.06
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L 8.000 3,182.06
529,450.00
NOVI MI 48375 1 11/29/95
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0380303199 03 01/01/96
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1466865 688/728 F 45,000.00
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CHASE BETTE S 360 44,969.03
1
11449 NORTH 30TH AVENUE 7.875 326.28
46
7.625 326.28
99,000.00
PHOENIX AZ 85029 2 11/22/95
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0380308404 03 01/01/96
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32048 O 12/01/25
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1466903 A39/728 F 460,000.00
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HESTER BENNY 360 460,000.00
1
3422 GLORIETTA PLACE 8.375 3,496.33
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8.125 3,496.33
575,000.00
SHERMAN OAKS AR CA 91423 1 12/21/95
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0380299280 05 02/01/96
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1466913 575/728 F 70,000.00
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PIEHLER JOSEPH A 360 70,000.00
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29 WATERFORD WAY 8.250 525.89
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8.000 525.89
152,000.00
FAIRPORT NY 14450 2 12/14/95
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0380301912 05 02/01/96
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1457944 O 01/01/26
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1466918 575/728 F 65,000.00
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COOKE ALTON L 360 64,907.95
1
5229 LOLA CIRCLE 7.750 465.67
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7.500 465.67
125,000.00
VIRGINIA BEACH VA 23464 2 10/25/95
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0380301946 05 12/01/95
0
1
1365402 O 11/01/25
0
1466932 317/728 F 255,000.00
ZZ
JONES JAMES C 360 255,000.00
1
59 SAN RAPHAEL 8.125 1,893.37
79
7.875 1,893.37
325,000.00
DANA POINT CA 92629 2 11/29/95
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0380302332 03 02/01/96
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227162 O 01/01/26
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1466937 A82/728 F 222,400.00
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DARUWALLA KHUSHROO M 360 222,400.00
1
14431 ARDOCH PLACE 8.000 1,631.89
80
7.750 1,631.89
278,000.00
MIAMI LAKES FL 33016 1 12/29/95
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0380302894 03 02/01/96
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DB50003140 O 01/01/26
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1466942 253/253 F 293,450.00
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BUSTAMANTE PABLO V 360 293,450.00
1
105 CAS-HILLS DR 7.875 2,127.72
70
7.625 2,127.72
425,000.00
CASTLE HILLS TX 78213 2 12/11/95
00
312466 05 02/01/96
0
312466 O 01/01/26
0
1466954 B74/728 F 225,000.00
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MEECHOOVET NIYOM 360 225,000.00
1
3235 EAST CHARLINDA STREET 7.875 1,631.41
79
7.625 1,631.41
285,000.00
WEST COVINA CA 91791 2 12/15/95
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0380305160 05 02/01/96
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956181 O 01/01/26
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1466956 664/728 F 240,000.00
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REYES GERARDO J 360 240,000.00
1
10851 S. HOYNE 8.375 1,824.17
80
8.125 1,824.17
300,000.00
CHICAGO IL 60643 1 12/20/95
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0380313354 05 02/01/96
0
2123677 O 01/01/26
0
1
1466957 765/728 F 403,500.00
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TURNER DONALD S 360 403,500.00
1
30821 STEEPLECHASE DRIVE 7.875 2,925.66
73
7.625 2,925.66
560,000.00
SAN JUAN CAPIST CA 92675 1 12/26/95
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0380305418 03 02/01/96
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311700 O 01/01/26
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1466983 070/728 F 234,000.00
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BASSIN ADRIANA I 360 233,011.81
1
12303 TIARA STREET 8.625 1,820.03
90
8.375 1,820.03
260,000.00
NORTH HOLLYWOOD CA 91607 1 05/03/95
01
0380307703 05 07/01/95
25
2717662 O 06/01/25
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1466984 070/728 F 235,000.00
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BARBARO GUIDO 360 234,233.94
1
236 ANDROVETTE AVENUE 9.875 2,040.62
89
9.625 2,040.62
265,000.00
STATEN ISLAND NY 10309 1 05/23/95
11
0380307711 05 07/01/95
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4401817 O 06/01/25
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1466985 070/728 F 244,700.00
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WINTER MARK 360 243,846.18
1
131 EL SERENO DRIVE 9.875 2,124.85
90
9.625 2,124.85
272,000.00
SCOTTS VALLEY CA 95066 1 08/25/95
14
0380307729 05 10/01/95
25
5064451 O 09/01/25
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1466986 070/728 F 230,850.00
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PRICE CHRISTOPH 360 230,284.62
1
2195 COATHBRIDGE DRIVE 8.500 1,775.04
95
8.250 1,775.04
243,000.00
GERMANTOWN TN 38139 1 08/30/95
14
0380307737 05 10/01/95
30
5687581 O 09/01/25
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1466987 070/728 F 294,500.00
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DEAN DAVID M 360 293,960.98
1
7211 FRISCO LANE 8.500 2,264.45
95
8.250 2,264.45
310,000.00
1
SARASOTA FL 34241 1 09/20/95
14
0380307745 03 11/01/95
30
5748898 O 10/01/25
0
1466988 070/728 F 150,000.00
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WILKINSON DAVID 360 149,906.77
1
1509 EAST SEDONA DRIVE 8.375 1,140.11
70
8.125 1,140.11
215,410.00
DOWNINGTOWN PA 19335 1 11/17/95
00
0380307752 05 01/01/96
0
7109809 O 12/01/25
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1466989 070/728 F 138,000.00
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HATCH DAVID J 360 137,916.40
1
24 PLYMOUTH STREET 8.500 1,061.10
60
8.250 1,061.10
230,000.00
HALIFAX MA 02338 5 10/31/95
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0380307760 05 01/01/96
0
7212841 O 12/01/25
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1466990 070/728 F 315,000.00
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GRAESSLE TERRY 360 315,000.00
1
551 KENNESAW 9.000 2,534.56
75
8.750 2,534.56
420,000.00
BIRMINGAM MI 48009 5 12/14/95
00
0380307778 05 02/01/96
0
7312704 O 01/01/26
0
1466993 208/728 F 272,000.00
ZZ
GREENE GEOFFREY L 360 272,000.00
1
192 MAPLE DRIVE 7.750 1,948.64
80
7.500 1,948.64
340,000.00
LOS ALAMOS NM 87544 2 12/18/95
00
0380308313 05 02/01/96
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33804 O 01/01/26
0
1467032 696/728 F 247,000.00
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LASTRA DAVID 360 247,000.00
1
11904 RENWOOD LANE 7.875 1,790.92
80
7.625 1,790.92
309,000.00
ROCKVILLE MD 20852 1 12/20/95
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0380301961 05 02/01/96
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3193718 O 01/01/26
0
1
1467041 638/728 F 56,000.00
T
SCARRONE BRUNO G 360 56,000.00
1
1956 LAS PALMAS LANE #133 8.250 420.71
80
8.000 420.71
70,000.00
LAUGHLIN NV 89029 1 12/15/95
00
0380313560 01 02/01/96
0
8520121 O 01/01/26
0
1467054 561/728 F 246,000.00
ZZ
LANASA JR JOSEPH M 360 246,000.00
1
401 DEER HOLLOW DRIVE 7.875 1,783.68
95
7.625 1,783.68
258,990.00
MT AIRY MD 21771 1 12/15/95
04
0380308164 05 02/01/96
30
8667420 O 01/01/26
0
1467074 286/286 F 245,000.00
ZZ
HORGER EDGAR O 360 245,000.00
1
329 W RENOVAH CIRCLE 7.750 1,755.22
78
7.500 1,755.22
317,000.00
WILMINGTON NC 28403 2 12/07/95
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8276987 05 02/01/96
0
8276987 O 01/01/26
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1467100 992/728 F 198,750.00
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MENDEZ JOSE R 360 198,750.00
1
78 01 11TH AVENUE 8.500 1,528.22
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8.250 1,528.22
265,000.00
BROOKLYN NY 11228 1 12/28/95
00
0380303769 05 02/01/96
0
324585 O 01/01/26
0
1467124 403/403 F 252,164.45
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NIKOLICH PETER E 318 251,946.66
1
206 NORTH SALEM ROAD 8.340 1,970.33
77
8.090 1,970.33
331,000.00
RIDGEFIELD CT 06877 1 10/30/95
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1800184 05 01/01/96
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1800184 O 06/01/22
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1467416 670/728 F 85,000.00
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HAND RONALD J 360 84,942.97
1
1
2005 S NEW HAMPSHIRE 8.000 623.70
61
7.750 623.70
140,000.00
COVINGTON LA 70433 5 11/15/95
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0380310269 05 01/01/96
0
1329706 O 12/01/25
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1467417 670/670 F 479,450.00
ZZ
JENNINGS GLENYSE M 360 477,605.82
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74
AKA SCHOOL HOUSE ROAD 8.625 3,814.72
650,000.00
TEWKSBURY (LEBA NJ 08833 5 09/25/95
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1376461 05 11/01/95
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1376461 O 10/01/25
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1467418 670/728 F 248,000.00
ZZ
BLASCO JAMES A 360 247,837.78
1
8141 HEATHER BOW 8.125 1,841.39
67
7.875 1,841.39
371,000.00
JOHNSTON IA 50131 2 11/28/95
00
0380308594 05 01/01/96
0
1479944 O 12/01/25
0
1467419 670/728 F 236,550.00
ZZ
CUMMINGS THOMAS P 360 236,406.70
1
7735 NORTH KANSAS 8.500 1,818.86
95
8.250 1,818.86
249,000.00
KANSAS CITY MO 64119 1 11/27/95
14
0380308602 09 01/01/96
30
1489073 O 12/01/25
0
1467420 670/728 F 40,000.00
ZZ
BROWN LEONARD L 360 39,950.10
1
613 EDGEWOOD DRIVE 8.375 304.03
42
8.125 304.03
96,000.00
SLIDELL LA 70460 5 10/20/95
00
0380308628 05 12/01/95
0
1492413 O 11/01/25
0
1467421 670/728 F 570,000.00
ZZ
BRIGGS STEPHEN A 360 569,192.80
1
99 PALO VERDE ROAD 7.750 4,083.55
72
7.500 4,083.55
800,000.00
CARBONDALE CO 81623 5 10/20/95
00
0380308636 09 12/01/95
0
1
1508886 O 11/01/25
0
1467422 670/728 F 200,000.00
ZZ
CLARK JOHN 360 199,878.84
1
108 HORTON ROAD 8.500 1,537.83
71
8.250 1,537.83
285,000.00
COLD SPRING NY 10516 1 11/22/95
00
0380308834 05 01/01/96
0
1531837 O 12/01/25
0
1467423 670/728 F 65,000.00
ZZ
TOMPKINS SANDRA L 360 64,956.38
1
5 REGENTS GATE 8.000 476.95
52
7.750 476.95
126,500.00
SANDWICH MA 02563 2 11/22/95
00
0380308883 05 01/01/96
0
1560183 O 12/01/25
0
1467425 670/728 F 96,600.00
ZZ
MATERNA ANTHONY T 360 96,600.00
1
880 WEST 1ST ST #403 7.875 700.42
70
7.625 700.42
138,000.00
LOS ANGELES CA 90012 1 12/04/95
00
0380308982 01 02/01/96
0
1573879 O 01/01/26
0
1467427 670/728 F 230,000.00
ZZ
BUTLER ARTIE 360 230,000.00
1
1363 NORTH DOHENY DRIVE 8.000 1,687.66
31
7.750 1,687.66
765,000.00
LOS ANGELES CA 90069 2 12/11/95
00
0380309550 05 02/01/96
0
3923932 O 01/01/26
0
1467428 670/728 F 448,000.00
ZZ
GARCIA RICHARD L 360 448,000.00
1
560 SOUTH ALLEN AVENUE 7.875 3,248.32
80
7.625 3,248.32
560,000.00
SAN MARINO CA 91108 1 12/11/95
00
0380309576 05 02/01/96
0
3924637 O 01/01/26
0
1
1467429 670/728 F 250,000.00
ZZ
PUSZKA GEORGE M 360 250,000.00
1
3190 INDIAN CREEK DRIVE 7.875 1,812.68
63
7.625 1,812.68
402,540.00
BUFFALO GROVE IL 60089 1 12/15/95
00
0380309642 05 02/01/96
0
4098471 O 01/01/26
0
1467430 670/728 F 450,000.00
T
TALBOT ROBERT 360 450,000.00
1
1223 OCEAN VIEW BOULEVARD 7.875 3,262.82
68
7.625 3,262.82
670,000.00
PACIFIC GROVE CA 93950 2 12/08/95
00
0380309733 05 02/01/96
0
5292298 O 01/01/26
0
1467431 670/728 F 396,050.00
ZZ
SPITZER BARRY D 360 396,050.00
1
705 MASTERS 7.875 2,871.64
89
7.625 2,871.64
446,737.00
RIVERWOODS IL 60015 1 12/14/95
10
0380309832 03 02/01/96
17
5901677 O 01/01/26
0
1467434 670/728 F 480,000.00
ZZ
BROWN H L 360 479,999.99
1
3256 MANDEVILLE CANYON ROAD 8.000 3,522.07
80
7.750 3,522.07
600,000.00
LOS ANGELES CA 90049 1 12/15/95
00
0380309881 05 02/01/96
0
8192201 O 01/01/26
0
1467435 670/728 F 370,000.00
ZZ
DONALDSON MELVINE 360 370,000.00
1
548 15TH STREET 8.500 2,844.98
47
8.250 2,844.98
790,000.00
SANTA MONICA CA 90402 1 12/13/95
00
0380309907 05 02/01/96
0
8192774 O 01/01/26
0
1467436 670/728 F 342,000.00
ZZ
DEL TORO JORGE I 360 342,000.00
1
241 LANDINGS BOULEVARD 8.250 2,569.34
90
8.000 2,569.34
380,000.00
1
FORT LAUDERDALE FL 33327 1 12/21/95
14
0380309931 03 02/01/96
25
8193703 O 01/01/26
0
1467437 670/728 F 727,500.00
ZZ
REECE WAYNE F 360 727,500.00
1
681 VIRGINIA DRIVE 8.625 5,658.43
75
8.375 5,658.43
970,000.00
WINTER PARK FL 32789 2 12/15/95
00
0380309956 05 02/01/96
0
8194319 O 01/01/26
0
1467438 670/670 F 232,754.59
ZZ
BLATT FREDRIC 318 232,031.27
1
32 WHYTE DRIVE 9.000 1,924.47
67
8.750 1,924.47
350,000.00
VOORHEES NJ 08043 2 09/01/95
00
9181521 05 10/01/95
0
9181521 O 03/01/22
0
1467439 670/670 F 800,000.00
ZZ
SIMOES JOAO M 360 800,000.00
1
2 HIGHCROFT LANE 7.750 5,731.30
54
7.500 5,731.30
1,507,116.00
MALVERN PA 19355 1 12/18/95
00
11396733 05 02/01/96
0
11396733 O 01/01/26
0
1467440 670/670 F 320,000.00
ZZ
TSOUGARAKIS GEORGE 360 320,000.00
1
287 OAKWOOD ROAD 7.720 2,285.89
80
7.470 2,285.89
400,000.00
ENGLEWOOD NJ 07631 1 12/18/95
00
11399180 05 02/01/96
0
11399180 O 01/01/26
0
1467441 670/670 F 614,400.00
ZZ
YOUNG MICHAEL D 360 613,977.17
1
1551 VOORHEES AVENUE 7.875 4,454.83
80
7.625 4,454.83
768,000.00
MANHATTAN BEACH CA 90266 1 11/26/95
00
11401940 05 01/01/96
0
11401940 O 12/01/25
0
1
1467443 670/728 F 240,000.00
ZZ
BLOOM ANNETTE V 360 240,000.00
1
20 DEEPDALE DRIVE 8.000 1,761.04
48
7.750 1,761.04
500,000.00
GREAT NECK NY 11021 2 12/12/95
00
0380308453 05 02/01/96
0
12326488 O 01/01/26
0
1467444 670/670 F 340,000.00
ZZ
BUDAI, JR. KALMAN J 360 340,000.00
1
NOTTING HILL COURT 8.125 2,524.49
80
7.875 2,524.49
425,000.00
MANALAPAN NJ 07726 1 12/18/95
00
30071518 05 02/01/96
0
30071518 O 01/01/26
0
1467446 670/728 F 214,000.00
ZZ
STEIN JON H 360 214,000.00
1
10341 BABBITT AVENUE 7.875 1,551.65
78
7.625 1,551.65
275,000.00
GRANADA HILLS CA 91344 2 12/06/95
00
0380308479 05 02/01/96
0
30322766 O 01/01/26
0
1467447 670/728 F 86,250.00
ZZ
BASS DWAIN J 360 86,197.75
1
5039 EAST LAUREL LANE 8.500 663.19
75
8.250 663.19
115,000.00
SCOTTSDALE AZ 85254 1 11/20/95
00
0380308750 05 01/01/96
0
30367794 O 12/01/25
0
1467448 670/728 F 378,000.00
ZZ
FISCH RICHARD 360 377,776.83
1
10408 INDIAN WELLS DRIVE 8.625 2,940.05
70
8.375 2,940.05
540,000.00
FOUNTAIN HILLS AZ 85268 2 11/27/95
00
0380308891 05 01/01/96
0
30387884 O 12/01/25
0
1467449 670/728 F 95,000.00
ZZ
BAEZ JOSE M 360 95,000.00
1
1
442 VALLEJO STREET 8.000 697.08
80
7.750 697.08
119,000.00
SALINAS CA 93906 5 12/07/95
00
0380309261 05 02/01/96
0
30412013 O 01/01/26
0
1467450 670/728 F 348,000.00
ZZ
MOSS MAE T 360 348,000.00
1
5203 SAGESQUARE STREET 8.250 2,614.41
80
8.000 2,614.41
435,000.00
HOUSTON TX 77056 1 12/11/95
00
0380309410 03 02/01/96
0
30418356 O 01/01/26
0
1467451 670/728 F 227,500.00
ZZ
BIRNBAUM LINDA S 360 227,500.00
1
20A LAKEVIEW DRIVE 8.875 1,810.10
65
8.625 1,810.10
350,000.00
LAMBERTVILLE NJ 08530 5 12/11/95
00
0380309485 05 02/01/96
0
30422540 O 01/01/26
0
1467452 670/728 F 630,000.00
ZZ
PARKHURST WILLIAM 360 629,598.27
1
14 WESTGATE DRIVE 8.250 4,732.98
75
8.000 4,732.98
845,000.00
SAN RAFAEL CA 94903 2 11/28/95
00
0380308586 05 01/01/96
0
30436931 O 12/01/25
0
1467453 670/728 F 376,350.00
ZZ
GLOVER JOHN L 360 375,855.96
1
26726 TURKEY RUN DRIVE 8.125 2,794.39
80
7.875 2,794.39
472,000.00
BOERNE TX 78006 2 10/24/95
00
0380308701 05 12/01/95
0
30441196 O 11/01/25
0
1467455 670/728 F 173,200.00
ZZ
BREWER PAUL C 360 173,200.00
1
5674 SOUTH ADALEY AVENUE 8.375 1,316.45
75
8.125 1,316.45
231,000.00
MURRAY UT 84107 1 12/01/95
00
0380308776 09 02/01/96
0
1
30445779 O 01/01/26
0
1467456 670/728 F 66,000.00
ZZ
HUGHES CHERYL 360 65,770.05
1
14 PINE AVENUE 8.625 513.34
75
8.375 513.34
88,000.00
NORTH GREENBUSH NY 12198 1 11/30/95
00
0380308925 05 01/01/96
0
30454174 O 12/01/25
0
1467457 670/728 F 186,100.00
ZZ
CARMACK PERK R 360 185,981.33
1
1595 PEARSON LANE 8.250 1,398.11
56
8.000 1,398.11
336,000.00
SOUTHLAKE TX 76262 2 11/21/95
00
0380308990 05 01/01/96
0
30454867 O 12/01/25
0
1467458 670/670 F 300,000.00
ZZ
MAGLIARO MARK 360 299,798.70
1
93 SHEFFIELD DRIVE 8.000 2,201.30
80
7.750 2,201.30
375,000.00
FREEHOLD NJ 07728 2 11/17/95
00
30457939 05 01/01/96
0
30457939 O 12/01/25
0
1467459 670/728 F 300,000.00
ZZ
SCHUMACHER DAVID 360 299,803.74
1
1755 ASH ROAD 8.125 2,227.49
80
7.875 2,227.49
375,000.00
WRIGHTWOOD CA 92397 1 11/22/95
00
0380309113 05 01/01/96
0
30458099 O 12/01/25
0
1467460 670/728 F 133,000.00
ZZ
ROSENBLATT JAY 360 133,000.00
1
26 CLONAVER ROAD 7.875 964.35
67
7.625 964.35
201,000.00
WEST ORANGE NJ 07052 1 12/18/95
00
0380309162 05 02/01/96
0
30459826 O 01/01/26
0
1
1467461 670/670 F 500,000.00
ZZ
PARDI, JR JOSEPH A 360 500,000.00
1
20 LINDA LANE 8.375 3,800.36
59
8.125 3,800.36
850,000.00
SUMMIT NJ 07901 5 12/13/95
00
30468086 05 02/01/96
0
30468086 O 01/01/26
0
1467462 670/728 F 83,000.00
ZZ
REYNOLDS JOHN F 360 83,000.00
1
807 COFFEE TREE COURT 8.500 638.20
60
8.250 638.20
140,000.00
NOBLESVILLE IN 46060 5 12/12/95
00
0380309477 03 02/01/96
0
30472725 O 01/01/26
0
1467463 670/728 F 248,000.00
ZZ
LOU PIN 360 248,000.00
1
20024 WAYNE AVENUE 8.250 1,863.15
80
8.000 1,863.15
310,000.00
TORRANCE CA 90503 2 12/06/95
00
0380309568 05 02/01/96
0
30475121 O 01/01/26
0
1467464 670/728 F 164,000.00
ZZ
GREGOR FRANK M 360 164,000.00
1
2133 41ST AVE SW 8.000 1,203.38
80
7.750 1,203.38
205,000.00
SEATTLE WA 98116 5 12/11/95
00
0380309824 05 02/01/96
0
30484642 O 01/01/26
0
1467465 670/728 F 120,000.00
ZZ
ADDISON MICHAEL A 360 119,895.58
1
23420 COUNTYLINE ROAD 8.500 922.70
75
8.250 922.70
160,000.00
KANSASVILLE WI 53139 1 11/15/95
00
0380309840 05 01/01/96
0
30484987 O 12/01/25
0
1467466 670/728 F 220,780.00
ZZ
YEE DAVID R 360 220,780.00
1
1368 CASTRO COURT 8.000 1,620.01
80
7.750 1,620.01
276,000.00
1
PACIFICA CA 94044 1 12/05/95
00
0380309915 05 02/01/96
0
30486017 O 01/01/26
0
1467467 670/670 F 238,500.00
ZZ
FERDINAND STANLEY J 360 238,500.00
1
18 NYMPH ROAD 8.000 1,750.03
90
7.750 1,750.03
265,000.00
WEST ORANGE NJ 07052 1 12/19/95
04
30486149 05 02/01/96
25
30486149 O 01/01/26
0
1467468 670/728 F 131,000.00
ZZ
WILLMS MARK L 360 131,000.00
1
6 UNIVERSITY ROAD 8.500 1,007.28
73
8.250 1,007.28
180,000.00
ARLINGTON MA 02174 1 12/21/95
00
0380310129 05 02/01/96
0
30488001 O 01/01/26
0
1467469 670/728 F 184,850.00
ZZ
BANKS DALE R 360 184,732.12
1
1450 S BLUE JAY PLACE 8.250 1,388.72
75
8.000 1,388.72
246,500.00
EAGLE ID 83616 1 11/28/95
00
0380310145 03 01/01/96
0
30488826 O 12/01/25
0
1467470 670/728 F 460,000.00
ZZ
SOLOMON STEPHEN H 360 460,000.00
1
9471 HENDERSON WAY 7.750 3,295.50
80
7.500 3,295.50
575,000.00
VILLA PARK CA 92667 1 12/05/95
00
0380310236 05 02/01/96
0
30490651 O 01/01/26
0
1467471 670/728 F 263,000.00
ZZ
BEHAR STEVEN E 360 263,000.00
1
3939 CARTE CANCION 8.125 1,952.77
77
7.875 1,952.77
345,000.00
THOUSAND OAKS CA 91360 5 12/06/95
00
0380309949 03 02/01/96
0
30491924 O 01/01/26
0
1
1467472 670/728 F 227,500.00
ZZ
GRIFFIN RONALD E 360 227,500.00
1
7 CARRIAGE HILL ROAD 8.500 1,749.28
65
8.250 1,749.28
350,000.00
TOWN OF LAKE GE NY 12824 5 12/15/95
00
0380310038 05 02/01/96
0
30494842 O 01/01/26
0
1467473 670/728 F 22,000.00
ZZ
JOHNSTON CECILE 360 22,000.00
1
75 DOGWOOD LANE RD #3 7.750 157.62
17
7.500 157.62
133,500.00
NEWTOWN PA 18940 5 12/18/95
00
0380310079 05 02/01/96
0
30498872 O 01/01/26
0
1467474 670/728 F 285,000.00
ZZ
BECKER PHILIP B 360 285,000.00
1
8810 WESTMORELAND LANE 8.125 2,116.12
90
7.875 2,116.12
320,000.00
ST LOUIS PARK MN 55426 2 12/06/95
04
0380310111 05 02/01/96
25
34005544 O 01/01/26
0
1467475 670/728 F 310,000.00
ZZ
BURTON BURNEY L 360 310,000.00
1
2444 BLANCHARD ROAD 7.875 2,247.72
78
7.625 2,247.72
400,000.00
CAMARILLO CA 93012 2 12/13/95
00
0380310137 05 02/01/96
0
34005722 O 01/01/26
0
1467477 670/728 F 182,250.00
ZZ
CASTILLO JEFFREY D 360 182,250.00
1
5331 KENTWATER PLACE 8.250 1,369.19
75
8.000 1,369.19
243,000.00
YORBA LINDA CA 92686 1 12/04/95
00
0380310178 05 02/01/96
0
34007806 O 01/01/26
0
1467478 670/728 F 319,450.00
ZZ
MCANULTY TIMOTHY M 360 319,450.00
1
1
2020 CANYON CREST AVENUE 7.875 2,316.24
90
7.625 2,316.24
354,950.00
SAN RAMON CA 94596 1 12/08/95
10
0380310194 03 02/01/96
25
34008624 O 01/01/26
0
1467479 670/728 F 335,000.00
ZZ
FULLER SUSAN S 360 334,791.77
1
162 CHARLESTON PARK 8.375 2,546.25
66
8.125 2,546.25
510,000.00
NASHVILLE TN 37205 2 11/29/95
00
0380310228 03 01/01/96
0
34010823 O 12/01/25
0
1467480 670/728 F 495,000.00
ZZ
COOLURIS ANN C 360 495,000.00
1
6049 BRIDGEVIEW DRIVE 8.375 3,762.36
77
8.125 3,762.36
650,000.00
VENTURA CA 93003 2 12/06/95
00
0380310244 09 02/01/96
0
34011013 O 01/01/26
0
1467481 670/728 F 101,250.00
ZZ
CHELSEA 360 101,250.00
1
2791 NE 23 PLACE 8.250 760.66
75
8.000 760.66
135,000.00
POMPANO BEACH FL 33062 1 12/15/95
00
0380310251 05 02/01/96
0
34011421 O 01/01/26
0
1467482 670/728 F 294,000.00
ZZ
MILLETT STEPHEN C 360 294,000.00
1
478 PARADISE AVENUE 8.750 2,312.90
70
8.500 2,312.90
420,000.00
MIDDLETOWN RI 02842 1 12/14/95
00
0380310285 05 02/01/96
0
34013148 O 01/01/26
0
1467483 670/728 F 260,100.00
ZZ
COBERG LISA 360 260,100.00
1
5740 VIA DE MANSION 7.875 1,885.91
90
7.625 1,885.91
289,000.00
LA VERNE CA 91750 1 12/05/95
21
0380310293 05 02/01/96
25
1
34015841 O 01/01/26
0
1467484 670/728 F 80,750.00
ZZ
TAYLOR SHARON K 360 80,698.51
1
3108 CREEKVIEW LANE 8.250 606.65
70
8.000 606.65
115,420.00
HENDERSONVILLE TN 37075 1 12/04/95
00
0380310319 03 01/01/96
0
34023020 O 12/01/25
0
1467485 670/728 F 225,000.00
ZZ
GRULLA EDGARDO V 360 225,000.00
1
5255 ARGUS DRIVE 8.250 1,690.35
90
8.000 1,690.35
250,000.00
LOS ANGELES CA 90041 1 12/14/95
21
0380310327 05 02/01/96
20
34023119 O 01/01/26
0
1467486 670/728 F 289,300.00
ZZ
EDMUNDS FRANK 360 289,300.00
1
48 FESTIVO 7.875 2,097.63
80
7.625 2,097.63
361,701.00
IRVINE CA 92714 1 12/06/95
00
0380310368 03 02/01/96
0
34028013 O 01/01/26
0
1467487 670/728 F 543,750.00
ZZ
SULLIVAN JOHN M 360 543,750.00
1
204 17TH PL 203 17TH ST 7.750 3,895.49
75
7.500 3,895.49
725,000.00
MANHATTAN BEACH CA 90266 1 12/12/95
00
0380310376 05 02/01/96
0
34028382 O 01/01/26
0
1467488 670/728 F 94,500.00
ZZ
KONGER SCOTT A 360 94,500.00
1
1247 ROYAL OAK DRIVE 8.000 693.41
72
7.750 693.41
132,000.00
DUNEDIN FL 34698 1 12/20/95
00
0380310384 05 02/01/96
0
34029320 O 01/01/26
0
1
1467489 670/728 F 235,250.00
ZZ
FILIPOV ALLAN J 360 235,250.00
1
12502 CHERRY CREEK BEND 7.875 1,705.73
90
7.625 1,705.73
261,409.00
HOUSTON TX 77084 1 12/15/95
10
0380310400 03 02/01/96
25
34030492 O 01/01/26
0
1467490 670/728 F 222,000.00
ZZ
LAUB JEAN L 360 222,000.00
1
12757 CARAVEL STREET 7.750 1,590.44
69
7.500 1,590.44
325,000.00
CERRITOS CA 90703 2 12/14/95
00
0380310418 05 02/01/96
0
34035362 O 01/01/26
0
1467491 670/728 F 87,750.00
ZZ
FLOOD III RICHARD J 360 87,750.00
1
8014 SE CARLTON STREET 8.875 698.18
75
8.625 698.18
117,000.00
HOBE SOUND FL 33455 1 12/13/95
00
0380310426 05 02/01/96
0
34041583 O 01/01/26
0
1467492 670/728 F 240,000.00
ZZ
HOINO LISA D 360 240,000.00
1
4 WHISTLING ISLE 7.875 1,740.17
78
7.625 1,740.17
310,000.00
IRVINE CA 92714 1 12/11/95
00
0380310434 03 02/01/96
0
34042148 O 01/01/26
0
1467493 670/728 F 99,100.00
ZZ
MANSOOR ARSHAD 360 99,100.00
1
161 KEVIN ROAD 8.625 770.79
74
8.375 770.79
134,000.00
BROCKTON MA 02402 2 12/15/95
00
0380310442 05 02/01/96
0
34043888 O 01/01/26
0
1467494 670/728 F 250,000.00
ZZ
SHERLOCK SHAWN A 360 250,000.00
1
625 DEBORAH DRIVE 7.875 1,812.68
80
7.625 1,812.68
313,750.00
1
ORONO MN 55359 1 12/14/95
00
0380310459 05 02/01/96
0
34044779 O 01/01/26
0
1467496 670/728 F 241,600.00
ZZ
TIDWELL CHRISTOPHO 360 241,600.00
1
1737 BARNESDALE WAY 7.750 1,730.86
80
7.500 1,730.86
302,000.00
ATLANTA GA 30309 1 12/15/95
00
0380309501 05 02/01/96
0
34051406 O 01/01/26
0
1467497 670/728 F 213,000.00
ZZ
WINECKI RICHARD B 360 213,000.00
1
19540 EAST MIRALOMA WAY 8.000 1,562.92
76
7.750 1,562.92
281,000.00
WALNUT CA 91789 2 12/18/95
00
0380309535 05 02/01/96
0
34060880 O 01/01/26
0
1467503 B76/728 F 243,200.00
ZZ
DELUCA DAVID R 360 243,048.83
1
3769 BARRY KNOLL 8.375 1,848.50
80
8.125 1,848.50
304,000.00
ANN ARBOR MI 48108 1 11/29/95
00
0380316159 05 01/01/96
0
000165062 O 12/01/25
0
1467513 B74/728 F 310,000.00
T
MULLENS GORDON E 360 310,000.00
1
350 TERRACE VIEW DRIVE 8.625 2,411.15
66
8.375 2,411.15
470,000.00
STATELINE NV 89449 2 12/18/95
00
0380304007 05 02/01/96
0
956393 O 01/01/26
0
1467523 025/025 F 344,000.00
ZZ
AHO WILLIAM J 360 343,763.26
1
8532 SUMMERVILLE PLACE 7.875 2,494.24
80
7.625 2,494.24
430,000.00
ORLANDO FL 32819 1 11/13/95
00
457928 03 01/01/96
0
457928 O 12/01/25
0
1
1467548 461/728 F 420,000.00
ZZ
HOFFMAN WESLEY O 360 420,000.00
1
218 LOMA ALTA AVENUE 7.875 3,045.30
67
7.625 3,045.30
630,000.00
LOS GATOS CA 95032 1 12/18/95
00
0380308347 05 02/01/96
0
20982955 O 01/01/26
0
1467587 637/728 F 280,000.00
ZZ
MALLEY ALEXANDERS 360 280,000.00
1
1324 EAST MILLBROOK WAY 8.000 2,054.54
80
7.750 2,054.54
351,000.00
BOUNTIFUL UT 84010 1 12/18/95
00
0380305665 05 02/01/96
0
4617585 O 01/01/26
0
1467597 375/728 F 337,700.00
ZZ
CONNELLY THOMAS H 360 336,914.28
1
2 CHURCHILL RD 8.750 2,656.69
33
8.500 2,656.69
1,050,000.00
ENGLEWOOD CO 80112 2 08/07/95
00
0380315342 05 10/01/95
0
384491 O 09/01/25
0
1467610 904/728 F 289,000.00
ZZ
MAYO SR ALAN L 252 289,000.00
1
710 EAST 100 NORTH 8.250 2,416.81
57
8.000 2,416.81
515,000.00
LINDON UT 84042 2 12/14/95
00
0380305640 05 02/01/96
0
10951420 O 01/01/17
0
1467647 232/232 F 240,000.00
ZZ
BLAKE NEIL F 360 240,000.00
1
WESTERN AVENUE 8.375 1,824.18
72
8.125 1,824.18
335,000.00
BOOTHBAY HARBOR ME 04575 5 12/04/95
00
165148 05 02/01/96
0
165148 O 01/01/26
0
1467701 696/728 F 540,000.00
ZZ
HERBERT WILLIAM F 360 540,000.00
1
1
10112 NEDRA DRIVE 8.250 4,056.84
80
8.000 4,056.84
675,000.00
GREAT FALLS VA 22066 1 12/28/95
00
0380311283 03 02/01/96
0
2146657 O 01/01/26
0
1467733 201/728 F 272,000.00
ZZ
KRAMER DAVID 360 272,000.00
1
23 OUTLOOK LANE 8.125 2,019.60
80
7.875 2,019.60
340,645.00
FREEHOLD NJ 07728 1 12/11/95
00
0380310640 05 02/01/96
0
3800864997 O 01/01/26
0
1467739 201/728 F 235,800.00
ZZ
D'AGOSTINO JOSEPH V 360 235,800.00
1
2 CHRISTINA AVENUE 8.125 1,750.81
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7.875 1,750.81
264,900.00
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11
0380310616 05 02/01/96
17
800864153 O 01/01/26
0
1467747 201/728 F 303,750.00
ZZ
GREENBERG LESTER H 360 303,750.00
1
1 MIDHURST ROAD 8.250 2,281.98
90
8.000 2,281.98
337,500.00
MILLBURN NJ 07078 1 12/15/95
04
0380307463 05 02/01/96
25
1500866635 O 01/01/26
0
1467782 195/728 F 787,500.00
ZZ
MYERS STUART I 360 787,500.00
1
85 FAIRVIEW ROAD 8.000 5,778.40
75
7.750 5,778.40
1,050,000.00
LOWER MERION TW PA 19072 1 12/28/95
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0380305368 05 02/01/96
0
47434 O 01/01/26
0
1467799 299/299 F 297,500.00
T
HORSLEY A A 360 297,138.27
1
3250 CANON BAY DRIVE 8.500 2,287.52
80
8.250 2,287.52
375,000.00
CUMMING GA 30131 2 11/03/95
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630779 05 12/01/95
0
1
630779 O 11/01/25
0
1467802 971/728 F 259,500.00
ZZ
GLICK THOMAS 360 259,500.00
1
10040 E BROADVIEW DRIVE 8.500 1,995.33
77
8.250 1,995.33
340,000.00
BAY HARBOR ISLA FL 33154 2 12/22/95
00
0380316142 05 02/01/96
0
9500881 O 01/01/26
0
1467807 069/728 F 252,500.00
ZZ
ANTIGNOLO ALFRED H 360 252,347.03
1
22548 WATERBURY STREET 8.500 1,941.51
58
WOODLAND HILLS AREA 8.250 1,941.51
440,000.00
LOS ANGELES CA 91364 2 11/17/95
00
0380308388 05 01/01/96
0
2362067270 O 12/01/25
0
1467819 105/728 F 461,250.00
ZZ
THRELFALL MURIEL M 360 461,250.00
1
1 E MELROSE ST 8.000 3,384.49
75
7.750 3,384.49
615,000.00
CHEVY CHASE MD 20815 1 12/27/95
00
0380317082 05 02/01/96
0
0737478 O 01/01/26
0
1467836 375/728 F 310,000.00
ZZ
BEITTENMILLER J G 360 309,781.20
1
537 S THIRD ST 7.750 2,220.88
67
7.500 2,220.88
467,000.00
BELLAIRE TX 77401 1 11/29/95
00
0380314386 05 01/01/96
0
403984 O 12/01/25
0
1467847 626/728 F 360,000.00
ZZ
ALLARE GREGORY J 360 360,000.00
1
4321 N JOKAKE DRIVE 7.625 2,548.06
65
7.375 2,548.06
560,000.00
PHOENIX AZ 85251 2 12/18/95
00
0380312877 05 02/01/96
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195110 O 01/01/26
0
1
1467854 686/686 F 167,100.00
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PARMAR RATILAL C 360 167,100.00
1
284 BISCAYNE ST 8.250 1,255.37
75
8.000 1,255.37
222,800.00
BLOOMINGDALE IL 60108 1 12/14/95
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30817079932 05 02/01/96
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30817079932 O 01/01/26
0
1467857 686/686 F 63,000.00
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CARROLL RITA 360 63,000.00
1
9781 DEERFOOT DRIVE 8.225 472.20
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7.975 472.20
90,000.00
FORT MYERS FL 33907 1 12/15/95
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30816965420 03 02/01/96
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30816965420 O 01/01/26
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1467858 686/686 F 72,000.00
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KELLY KENNETH J 360 72,000.00
1
36 VALENCIA DRIVE 8.000 528.32
50
7.750 528.32
144,786.00
BOYNTON BEACH FL 33436 1 12/15/95
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30817001944 03 02/01/96
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30817001944 O 01/01/26
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LUPO JEANNE A 360 85,000.00
1
4870 REGENCY COURT 8.375 646.07
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8.125 646.07
675,000.00
BOCA RATON FL 33434 5 12/11/95
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30817160930 03 02/01/96
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30817160930 O 01/01/26
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CLAY, II MAX E 360 90,000.00
1
10561 159TH COURT NORTH 8.125 668.25
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7.875 668.25
140,000.00
JUPITER FL 33478 5 12/11/95
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30817218787 O 01/01/26
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LUPO ALFONSO C 360 29,900.00
1
8265 WINNIPESAUKEE WAY 8.000 219.40
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7.750 219.40
109,900.00
1
LAKE WORTH FL 33467 1 12/15/95
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30817240468 05 02/01/96
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30817240468 O 01/01/26
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WURST ARNOLD 360 200,000.00
1
113 GREENLEAF LANE 8.625 1,555.58
67
8.375 1,555.58
301,000.00
ALTAMONTE SPRIN FL 32714 5 12/11/95
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30817270481 05 02/01/96
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30817270481 O 01/01/26
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KLEIN EDWARD 360 40,000.00
1
1400 ST CHARLES PLACE, #203 7.875 290.03
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7.625 290.03
70,000.00
PEMBROKE PINES FL 33026 1 12/14/95
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30817271513 08 02/01/96
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30817271513 O 01/01/26
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1467867 686/686 F 146,250.00
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HYDE THOMAS G 360 146,250.00
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7.625 1,060.42
195,000.00
BOTHELL WA 98011 1 12/11/95
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30817232028 05 02/01/96
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30817232028 O 01/01/26
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1467868 686/686 F 90,000.00
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COLVIN LYNNE T 360 90,000.00
1
2899 MEADOW DRIVE 8.000 660.39
72
7.750 660.39
125,000.00
MARIETTA GA 30062 2 12/13/95
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30817269079 05 02/01/96
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30817269079 O 01/01/26
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KAESLIN KAYE 360 142,500.00
1
6072 SW BANKS STREET 8.375 1,083.11
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8.125 1,083.11
190,000.00
PALM CITY FL 34990 1 12/29/95
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30817272966 05 02/01/96
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30817272966 O 01/01/26
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1
1467870 686/686 F 43,900.00
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BEAN SUSAN F 360 43,900.00
1
32395 LAKESHORE DRIVE 8.100 325.19
69
7.850 325.19
63,900.00
TAVARES FL 32778 1 12/18/95
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30817280464 05 02/01/96
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30817280464 O 01/01/26
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1467873 686/686 F 137,625.00
ZZ
DOUTS JOHN W 360 137,625.00
1
2922 FAIRHILL ROAD 7.875 997.88
75
7.625 997.88
183,500.00
FAIRFAX VA 22031 1 12/15/95
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30817300122 05 02/01/96
0
30817300122 O 01/01/26
0
1467874 686/686 F 346,000.00
ZZ
GRUBB JOHN M 360 346,000.00
1
10700 GADWELL COURT 8.500 2,660.45
66
8.250 2,660.45
525,000.00
CHESTERFIELD VA 23838 2 12/13/95
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30817300312 03 02/01/96
0
30817300312 O 01/01/26
0
1467875 686/686 F 89,600.00
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LIMTRAKUL VISIT 360 89,600.00
1
12223 MEADOWGLEN DRIVE 8.250 673.14
70
8.000 673.14
128,000.00
MEADOWS TX 77477 1 12/13/95
00
30817311491 05 02/01/96
0
30817311491 O 01/01/26
0
1467880 686/686 F 92,800.00
ZZ
VREELAND KEITH F 360 92,800.00
1
14614 TANGELO 8.250 697.18
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8.000 697.18
132,840.00
WEST PALM BEACH FL 33412 1 12/18/95
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30817159213 05 02/01/96
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30817159213 O 01/01/26
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WILLIAMS JOHN S 360 71,200.00
1
1
3922 STANTON TRAIL 8.000 522.45
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7.750 522.45
101,750.00
MARIETTA GA 30062 1 12/18/95
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30817272644 05 02/01/96
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30817272644 O 01/01/26
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1467883 686/686 F 100,000.00
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GARCIA JOSE L 360 100,000.00
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5721 S W 31 STREET 8.150 744.25
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7.900 744.25
145,000.00
MIAMI FL 33155 1 12/19/95
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30817275233 05 02/01/96
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30817275233 O 01/01/26
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1467885 686/686 F 85,500.00
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RICHARDS KENNETH F 360 85,500.00
1
4640 SOUTH 349TH STREET 7.750 612.54
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7.500 612.54
114,000.00
AUBURN WA 98001 1 12/13/95
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30817397557 05 02/01/96
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30817397557 O 01/01/26
0
1467888 686/686 F 50,000.00
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NAGLE CYNTHIA A 360 50,000.00
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1619 SYRACUSE LANE 8.500 384.46
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8.250 384.46
133,000.00
SCHAUMBURG IL 60193 1 12/20/95
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30817079353 05 02/01/96
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30817079353 O 01/01/26
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1467889 686/686 F 190,000.00
ZZ
TORTORICH JUDITH E 360 190,000.00
1
4S365 MEADOW ROAD 8.375 1,444.14
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8.125 1,444.14
280,000.00
NAPERVILLE IL 60563 5 12/15/95
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30817079783 05 02/01/96
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30817079783 O 01/01/26
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1467891 686/686 F 155,400.00
ZZ
ABRAMSON RACHEL 360 155,400.00
1
1527 SANDERS ROAD 8.625 1,208.69
70
8.375 1,208.69
222,000.00
NORTHBROOK IL 60062 5 12/15/95
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30817079957 05 02/01/96
0
1
30817079957 O 01/01/26
0
1467892 686/686 F 75,000.00
ZZ
KHALIL EVELYN 360 75,000.00
1
29905 MUNGER 8.500 576.69
40
8.250 576.69
192,000.00
LIVONIA MI 48154 5 12/15/95
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30817079965 05 02/01/96
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30817079965 O 01/01/26
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1467894 686/686 F 201,000.00
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TSAUR VLADIMIR 360 201,000.00
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3810 RAMAGE RUN 7.875 1,457.39
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7.625 1,457.39
335,000.00
HUNTINGDON VALL PA 19006 1 12/20/95
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30817300304 05 02/01/96
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30817300304 O 01/01/26
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1467895 686/686 F 140,000.00
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CAMPBELL KATHRYN A 360 140,000.00
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515 NE 73RD STREET 8.250 1,051.78
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8.000 1,051.78
210,000.00
SEATTLE WA 98115 5 12/14/95
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30817397250 05 02/01/96
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30817397250 O 01/01/26
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1467898 686/686 F 70,000.00
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MOORE PHYLLIS S 360 70,000.00
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6936 NE 6TH AVENUE 8.100 518.53
66
7.850 518.53
107,000.00
PORTLAND OR 97211 1 12/13/95
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30817145873 05 02/01/96
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30817145873 O 01/01/26
0
1467899 686/686 F 135,000.00
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COHEN VICTOR R 360 135,000.00
1
7 VIA VERONA 8.250 1,014.21
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8.000 1,014.21
202,265.00
PALM BCH GARDEN FL 33418 1 12/20/95
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30817268055 03 02/01/96
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30817268055 O 01/01/26
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1
1467900 686/686 F 284,000.00
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JONES RODNEY A 360 284,000.00
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1301 BRIANS MEADOW COVE 8.000 2,083.90
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7.750 2,083.90
375,000.00
AUSTIN TX 78746 2 12/20/95
00
30817314404 05 02/01/96
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30817314404 O 01/01/26
0
1467901 686/686 F 84,500.00
ZZ
THRESHER ALAN L 360 84,500.00
1
7934 SW ASHFORD STREET 8.000 620.04
50
7.750 620.04
169,000.00
TIGARD OR 97224 1 12/05/95
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30817397102 05 02/01/96
0
30817397102 O 01/01/26
0
1467904 686/686 F 105,900.00
ZZ
KRATZER MARK C 360 105,900.00
1
1200 FURNACE ROAD 8.200 791.88
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7.950 791.88
160,000.00
LINTHICUM MD 21090 2 12/18/95
00
30817238884 05 02/01/96
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30817238884 O 01/01/26
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1467905 686/686 F 83,000.00
ZZ
LEMAY BRIAN P 360 83,000.00
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2137 MAJESTIC WOODS BLVD 8.500 638.20
67
8.250 638.20
124,000.00
APOPKA FL 32712 5 12/18/95
00
30817271737 03 02/01/96
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30817271737 O 01/01/26
0
1467906 686/686 F 120,000.00
ZZ
BRAID WILLIAM J 360 120,000.00
1
22928 NE 15TH PLACE 8.250 901.52
50
8.000 901.52
240,000.00
REDMOND WA 98053 5 12/15/95
00
30817306558 05 02/01/96
0
30817306558 O 01/01/26
0
1467907 686/686 F 364,000.00
ZZ
ZOOK CHRISTOPHM 360 364,000.00
1
7631 SOUTHEAST 76TH STREET 7.875 2,639.26
80
7.625 2,639.26
455,000.00
1
MERCER ISLAND WA 98040 5 12/06/95
00
30817306566 05 02/01/96
0
30817306566 O 01/01/26
0
1467910 686/686 F 80,000.00
ZZ
GILLMOR JENNIFER R 360 80,000.00
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208 D SOUTH BOULEVARD 8.500 615.14
73
8.250 615.14
110,000.00
EVANSTON IL 60202 2 12/15/95
00
30817080039 03 02/01/96
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30817080039 O 01/01/26
0
1467911 686/686 F 80,000.00
ZZ
RUSSO PATRICIA F 360 80,000.00
1
119 HOWIE ROAD 7.950 584.23
67
7.700 584.23
120,000.00
BRAINTREE MA 02184 5 12/19/95
00
30817199649 05 02/01/96
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30817199649 O 01/01/26
0
1467912 686/686 F 225,000.00
ZZ
HILL CRISTOPHEF 360 225,000.00
1
29403 SE CHASE ROAD 8.000 1,650.98
75
7.750 1,650.98
300,000.00
GRESHAM OR 97080 2 12/18/95
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30817257751 05 02/01/96
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30817257751 O 01/01/26
0
1467913 686/686 F 100,000.00
ZZ
CUNNINGHAM BEHNAZ 360 100,000.00
1
4956 SW GALEN ST 7.950 730.29
48
7.700 730.29
210,000.00
LAKE OSWEGO OR 97035 5 12/19/95
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30817309040 05 02/01/96
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30817309040 O 01/01/26
0
1467916 686/686 F 92,900.00
ZZ
GROSS HENRIETTA 360 92,900.00
1
16416 SAPPHIRE PLACE 8.250 697.93
60
8.000 697.93
154,990.00
FORT LAUDERDALE FL 33331 1 12/27/95
00
30817217615 03 02/01/96
0
30817217615 O 01/01/26
0
1
1467918 686/686 F 480,000.00
ZZ
BLUMBERG ROBERT F 360 480,000.00
1
156 DOCKSIDE CIRCLE 8.250 3,606.08
80
8.000 3,606.08
605,000.00
FT LAUDERDALE FL 33332 2 12/21/95
00
30817373343 03 02/01/96
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30817373343 O 01/01/26
0
1467922 686/686 F 78,500.00
ZZ
CRISP KEVIN 360 78,500.00
1
322 N TENTH STREET 7.950 573.28
33
7.700 573.28
245,000.00
WHEELING IL 60090 5 12/22/95
00
30816390587 05 02/01/96
0
30816390587 O 01/01/26
0
1467924 686/686 F 80,000.00
ZZ
GONZALEZ JUAN A 360 80,000.00
1
1599 OAKBERRY CIRCLE 8.100 592.60
68
7.850 592.60
118,490.00
WEST PALM BEACH FL 33414 1 12/28/95
00
30817001746 03 02/01/96
0
30817001746 O 01/01/26
0
1467926 686/686 F 125,000.00
ZZ
CRANDALL RICHARD S 360 125,000.00
1
128 FOX CHASE DRIVE S 8.125 928.13
71
7.875 928.13
177,435.00
OSWEGO IL 60543 1 12/28/95
00
30817079627 03 02/01/96
0
30817079627 O 01/01/26
0
1467927 686/686 F 129,000.00
ZZ
LABREC ALLAN E 360 129,000.00
1
7100 WILSON TERRACE 8.500 991.90
75
8.250 991.90
174,000.00
MORTON GROVE IL 60053 2 12/22/95
00
30817080237 05 02/01/96
0
30817080237 O 01/01/26
0
1467928 686/686 F 84,000.00
ZZ
JOHNSON CLIFFORD J 360 84,000.00
1
1
8421 BENTON STREET 8.000 616.37
70
7.750 616.37
120,000.00
ARVADA CO 80003 1 12/22/95
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30817181027 05 02/01/96
0
30817181027 O 01/01/26
0
1467929 686/686 F 344,000.00
ZZ
ENTZI LEO L 360 344,000.00
1
8001 HILLSBORO COURT SOUTH 7.950 2,512.18
80
7.700 2,512.18
430,000.00
FORT COLLINS CO 80525 1 12/27/95
00
30817181183 03 02/01/96
0
30817181183 O 01/01/26
0
1467930 686/686 F 212,300.00
ZZ
SMITH DAVID T 360 212,300.00
1
7609 W LIBBY STREET 7.900 1,543.01
95
7.650 1,543.01
223,500.00
GLENDALE AZ 85308 1 12/28/95
10
30817190002 03 02/01/96
30
30817190002 O 01/01/26
0
1467931 686/686 F 102,000.00
ZZ
CASEY RICHARD G 360 102,000.00
1
2028 W CANNON COVE 7.900 741.35
75
7.650 741.35
136,000.00
CORDOVA TN 38018 1 12/29/95
00
30817219694 05 02/01/96
0
30817219694 O 01/01/26
0
1467933 686/686 F 222,300.00
ZZ
BROCK KENNETH L 360 222,300.00
1
260 BEECHWOOD LANE 7.850 1,607.98
95
7.600 1,607.98
234,000.00
STONE MOUNTAIN GA 30087 1 12/29/95
10
30817256811 03 02/01/96
30
30817256811 O 01/01/26
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1467934 686/686 F 60,000.00
T
MEISLER BRENDA H 360 60,000.00
1
7440 CHABLIS COURT 8.375 456.05
69
8.125 456.05
87,000.00
BOCA RATON FL 33433 1 12/28/95
00
30817272214 09 02/01/96
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1
30817272214 O 01/01/26
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1467935 686/686 F 106,600.00
ZZ
OTERO ROBERTO E 360 106,600.00
1
5000 SW 152 AVENUE 7.750 763.70
75
7.500 763.70
142,136.00
MIRAMAR FL 33027 1 12/28/95
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30817272248 03 02/01/96
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30817272248 O 01/01/26
0
1467936 686/686 F 465,000.00
ZZ
ACKERMANN ROBERT P 360 465,000.00
1
16314 VILLARREAL DE AVILA 8.000 3,412.01
62
7.750 3,412.01
750,000.00
TAMPA FL 33613 2 12/22/95
00
30817272461 03 02/01/96
0
30817272461 O 01/01/26
0
1467937 686/686 F 120,000.00
ZZ
CHANDLER DAVID N 360 120,000.00
1
731 SE 7 AVENUE 8.375 912.09
60
8.125 912.09
200,000.00
POMPANO BEACH FL 33060 1 12/28/95
00
30817272594 05 02/01/96
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30817272594 O 01/01/26
0
1467938 686/686 F 115,500.00
ZZ
HYLAND KEVIN J 360 115,500.00
1
1693 VIRGINIA AVENUE 8.125 857.59
70
7.875 857.59
165,000.00
PALM HARBOR FL 34683 5 12/22/95
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30817272990 03 02/01/96
0
30817272990 O 01/01/26
0
1467940 686/686 F 118,500.00
ZZ
CERMINARA, JR FRANK 360 118,500.00
1
3482 LIMEKILN PIKE 8.375 900.69
75
8.125 900.69
158,000.00
CHALFONT PA 18914 1 12/29/95
00
30817300403 05 02/01/96
0
30817300403 O 01/01/26
0
1
1467941 686/686 F 118,500.00
ZZ
GRIFFIN WALTER K 360 118,500.00
1
207 4TH AVENUE 7.750 848.95
80
7.500 848.95
149,000.00
BROOKLYN PARK MD 21225 5 12/22/95
00
30817300429 05 02/01/96
0
30817300429 O 01/01/26
0
1467942 686/686 F 238,000.00
ZZ
TALEBI HOSSEIN 360 238,000.00
1
10504 TROWBRIDGE COURT 7.750 1,705.07
75
7.500 1,705.07
317,390.00
FAIRFAX VA 22030 1 12/28/95
00
30817300726 03 02/01/96
0
30817300726 O 01/01/26
0
1467943 686/686 F 289,600.00
ZZ
MILANA JOHN A 360 289,600.00
1
1337 CREST DRIVE 8.125 2,150.28
80
7.875 2,150.28
362,000.00
WEST CHESTER PA 19382 1 12/29/95
00
30817301039 03 02/01/96
0
30817301039 O 01/01/26
0
1467944 686/686 F 86,500.00
ZZ
HURST HAYES H 360 86,500.00
1
6674 SOUTH FLORANCE ROAD 8.250 649.85
70
8.000 649.85
125,000.00
PONDER TX 76259 2 12/29/95
00
30817314487 05 02/01/96
0
30817314487 O 01/01/26
0
1467945 686/686 F 264,000.00
ZZ
BEEKMAN RICHARD 360 264,000.00
1
651 COLONIAL BLVD 7.950 1,927.95
80
7.700 1,927.95
330,000.00
WASHINGTON TWP NJ 07675 2 12/29/95
00
30817367238 05 02/01/96
0
30817367238 O 01/01/26
0
1467946 686/686 F 73,000.00
ZZ
BROWN BRENDA 360 73,000.00
1
124 OAK STREET 8.000 535.65
61
7.750 535.65
120,000.00
1
BUFORD GA 30518 2 12/22/95
00
30817373236 05 02/01/96
0
30817373236 O 01/01/26
0
1467968 375/728 F 224,400.00
ZZ
ON LEWIS C 360 224,400.00
1
11208 PRELUDE CT 7.750 1,607.63
88
7.500 1,607.63
256,000.00
SILVER SPRING MD 20901 2 12/11/95
04
0380317017 03 02/01/96
25
321987 O 01/01/26
0
1467972 601/728 F 250,000.00
ZZ
GALLOWAY CHARLES 360 250,000.00
1
8 DURANCE DRIVE 8.125 1,856.24
75
7.875 1,856.24
335,000.00
LITTLE ROCK AR 72211 2 12/07/95
00
0380316928 05 02/01/96
0
0807613 O 01/01/26
0
1467973 601/728 F 227,000.00
ZZ
HOCK JOHN E 360 227,000.00
1
616 ROCK SPRING ROAD 8.000 1,665.65
90
7.750 1,665.65
253,000.00
NAPERVILLE IL 60565 1 12/20/95
04
0380316704 05 02/01/96
25
872625 O 01/01/26
0
1467976 936/728 F 387,600.00
ZZ
ROBERTS JAMES J 360 387,333.26
1
1530 NELSON AVENUE 7.875 2,810.37
80
7.625 2,810.37
484,500.00
MANHATTAN BEACH CA 90266 1 11/07/95
00
0380302241 05 01/01/96
0
1918259 O 12/01/25
0
1468006 696/728 F 140,000.00
ZZ
PETRLIK IRENE E 360 140,000.00
1
12601 PENTENVILLE ROAD 7.625 990.91
58
7.375 990.91
245,000.00
SILVER SPRING MD 20904 1 12/27/95
00
0380302696 05 02/01/96
0
6010507 O 01/01/26
0
1
1468097 927/728 F 214,000.00
ZZ
KOBY STEPHEN A 360 214,000.00
1
13811 SOUTHEAST 188TH STREET 7.875 1,551.65
76
7.625 1,551.65
282,000.00
RENTON WA 98058 2 12/15/95
00
0380315508 03 02/01/96
0
226480 O 01/01/26
0
1468107 927/728 F 650,000.00
ZZ
DIAMOND PETER E 360 650,000.00
1
1141 IKENA CICRLE 7.750 4,656.68
68
7.500 4,656.68
970,000.00
HONOLULU HI 96821 1 12/22/95
00
0380316068 03 02/01/96
0
162800 O 01/01/26
0
1468132 E22/728 F 230,000.00
ZZ
HERFI ALAA G 360 230,000.00
1
8552 SHERWOOD UNIT #27 8.375 1,748.17
76
8.125 1,748.17
306,500.00
GROSSE ILE MI 48138 1 12/27/95
00
0410058093 05 02/01/96
0
0410058093 O 01/01/26
0
1468138 439/728 F 252,000.00
ZZ
CONNEELY JOSEPH 360 251,829.18
1
17 SHERWOOD RD 7.950 1,840.32
90
7.700 1,840.32
280,000.00
ROCKVILLE CENTR NY 11570 1 11/30/95
10
0380314816 05 01/01/96
25
1816604 O 12/01/25
0
1468140 439/728 F 352,000.00
ZZ
CUNNINGHAM GARY 360 351,761.40
1
566 FORT HILL ROAD 7.950 2,570.60
80
7.700 2,570.60
440,000.00
SCARSDALE NY 10583 1 11/30/95
00
0380312521 05 01/01/96
0
1819395 O 12/01/25
0
1468144 439/728 F 272,000.00
T
DENNICK LEONARD G 360 272,000.00
1
1
1711 MIDDLE RIVER 8.000 1,995.84
80
7.750 1,995.84
340,000.00
FT LAUDERDALE FL 33305 1 12/11/95
00
0380312588 05 02/01/96
0
1821388 O 01/01/26
0
1468153 439/728 F 278,900.00
ZZ
HEPP MARTIN D 360 278,718.49
1
8831 FLAMINGO DRIVE 8.150 2,075.71
90
7.900 2,075.71
309,900.00
TINLEY PARK IL 60477 1 12/01/95
10
0380314808 05 01/01/96
25
1824550 O 12/01/25
0
1468155 439/728 F 340,000.00
ZZ
BALENTINE JERRY R 360 340,000.00
1
237 GRACE CHURCH STREET 8.000 2,494.80
74
7.750 2,494.80
460,000.00
RYE NY 10580 2 12/12/95
00
0380312695 05 02/01/96
0
1825052 O 01/01/26
0
1468158 439/728 F 225,000.00
ZZ
D'AURIA MARIO T 360 224,507.98
1
12681 EAGLE ROAD 8.300 1,698.27
90
8.050 1,698.27
250,000.00
CAPE CORAL FL 33909 1 12/08/95
10
0380313362 05 02/01/96
25
1826983 O 01/01/26
0
1468163 439/728 F 280,000.00
ZZ
JANKOWSKI STEPHEN M 360 280,000.00
1
6 WOODYCREST DR 8.150 2,083.90
79
7.900 2,083.90
357,185.00
NORTHPORT NY 11768 1 12/21/95
00
0380312745 05 02/01/96
0
1831854 O 01/01/26
0
1468172 076/076 F 230,000.00
ZZ
WIEDMANN JOHN C 360 229,829.39
1
7710 246TH AVENUE NE 7.625 1,627.93
78
7.375 1,627.93
295,000.00
REDMOND WA 98053 1 11/27/95
00
5131472 05 01/01/96
0
1
5131472 O 12/01/25
0
1468216 163/728 F 283,300.00
ZZ
SHEEHAN JEROME F 360 283,300.00
1
4 RESERVOIR DRIVE 8.125 2,103.49
90
7.875 2,103.49
314,800.00
WALLINGFORD CT 06492 4 12/15/95
14
0380310657 05 02/01/96
25
022062350 O 01/01/26
0
1468264 163/728 F 345,000.00
ZZ
CHEN CHUNG C 360 345,000.00
1
1060 DE LA FUENTE STREET 8.375 2,622.25
66
8.125 2,622.25
525,000.00
MONTEREY PARK CA 91754 4 12/12/95
00
0380305509 05 02/01/96
0
214991758 O 01/01/26
0
1468305 936/728 F 116,000.00
ZZ
MEYERS MINDA M 360 116,000.00
1
13900 EAST GLENN DRIVE 8.000 851.17
80
7.750 851.17
145,000.00
DEWEY AZ 86327 1 12/06/95
00
0380315144 05 02/01/96
0
1980861542 O 01/01/26
0
1468517 185/728 F 445,150.00
ZZ
MILLER WILLIAM J 360 445,150.00
1
3758 PARADISE VIEW 8.125 3,305.23
77
7.875 3,305.23
580,000.00
CARSON CITY NV 89703 4 12/22/95
00
0380315169 05 02/01/96
0
226510 O 01/01/26
0
1468518 637/728 F 198,000.00
ZZ
GUERIN JAMES 360 198,000.00
1
64 TIMBER RIDGE ROAD 8.125 1,470.15
75
7.875 1,470.15
264,000.00
COMMACK NY 11725 1 12/28/95
00
0380315318 05 02/01/96
0
4733531 O 01/01/26
0
1
1468521 729/729 F 277,900.00
ZZ
JOHNSON GAIL C 360 277,713.53
1
4039 RIVER RIDGE CHASE 8.000 2,039.14
80
7.750 2,039.14
350,000.00
MARIETTA GA 30067 2 11/09/95
00
1102431 05 01/01/96
0
1102431 O 12/01/25
0
1468526 171/728 F 249,500.00
ZZ
ADAMS PETER T 360 249,500.00
1
9877 NW ASH STREET 7.750 1,787.45
90
7.500 1,787.45
280,000.00
PORTLAND OR 97229 1 12/13/95
10
0380316027 05 02/01/96
25
37090193 O 01/01/26
0
1468537 637/728 F 227,000.00
ZZ
SOEPRAPTO FRAMINDHAE 360 227,000.00
1
1412 PATHFINDER LANE 8.500 1,745.44
90
8.250 1,745.44
255,000.00
MCCLEAN VA 22101 2 12/21/95
11
0380315243 05 02/01/96
25
4690889 O 01/01/26
0
1468545 637/728 F 270,000.00
ZZ
YUN JIMMY H 360 270,000.00
1
13501 CREEKSIDE DRIVE 8.750 2,124.10
90
8.500 2,124.10
300,000.00
SILVER SPRING MD 20904 2 12/22/95
11
0380315268 05 02/01/96
25
4690756 O 01/01/26
0
1468551 729/729 F 215,550.00
ZZ
BAKER GARY D 360 215,405.37
1
102 LAFOY DRIVE 8.000 1,581.63
95
7.750 1,581.63
226,900.00
CLAYTON NC 27520 1 11/16/95
12
1179731 03 01/01/96
30
1179731 O 12/01/25
0
1468555 637/728 F 110,000.00
ZZ
EARLEY DON H 360 110,000.00
1
2689 MONTAGUE COURT WEST 7.875 797.58
64
7.625 797.58
172,650.00
1
CLEARWATER FL 34621 1 12/27/95
00
0380315292 05 02/01/96
0
4500534 O 01/01/26
0
1468557 729/729 F 214,700.00
ZZ
WARNE CONNIE J 360 214,700.00
1
4529 SPRINGVALE CIRCLE 8.000 1,575.40
95
7.750 1,575.40
226,000.00
DUNWOODY GA 30338 1 12/08/95
10
1186231 05 02/01/96
30
1186231 O 01/01/26
0
1468647 E22/728 F 179,400.00
ZZ
COLEMAN BOBBIE 360 179,400.00
1
21 CALIENTE ROAD 8.250 1,347.77
75
8.000 1,347.77
239,831.00
SANTA FE NM 87505 1 12/29/95
00
0410060255 03 02/01/96
0
0410060255 O 01/01/26
0
1469024 526/728 F 207,000.00
ZZ
WEST MICHAEL D 360 207,000.00
1
351 GERONIMO ROAD 8.875 1,646.99
49
8.625 1,646.99
430,000.00
APACHE JUNCTION AZ 85220 2 12/12/95
00
0380312984 05 02/01/96
0
00081487 O 01/01/26
0
1469038 367/367 F 301,177.79
ZZ
DESAI SONAL 341 301,177.79
1
2945 28TH STREET NW 8.000 2,240.28
80
7.750 2,240.28
379,500.00
WASHINGTON DC 20008 1 01/02/96
00
75290600 07 02/01/96
0
75290600 O 06/01/24
0
1469040 367/367 F 339,049.67
ZZ
DESCHAMPS JEAN J 336 339,049.67
1
6228 LAKEVIEW DRIVE 8.000 2,531.88
58
7.750 2,531.88
589,000.00
FALLS CHURCH VA 22041 2 01/02/96
00
75215812 05 02/01/96
0
75215812 O 01/01/24
0
1
1469065 367/367 F 197,851.78
ZZ
GAPASIN DELY P 336 197,851.78
1
2713 CHANBOURNE WAY 7.625 1,427.07
72
7.375 1,427.07
275,000.00
VIENNA VA 22181 1 01/05/96
00
75279740 09 02/01/96
0
75279740 O 01/01/24
0
1469689 106/106 F 416,000.00
ZZ
TESLER PETER J 360 416,000.00
1
25 ATWOOD ROAD 8.125 3,088.79
80
7.875 3,088.79
520,000.00
WELLESLEY MA 02181 2 12/20/95
00
9911272 05 02/01/96
0
9911272 O 01/01/26
0
TOTAL NUMBER OF LOANS : 1,210
TOTAL ORIGINAL BALANCE : 356,001,624.09
TOTAL PRINCIPAL BALANCE : 355,544,080.30
TOTAL ORIGINAL P+I : 2,662,199.31
TOTAL CURRENT P+I : 2,662,199.31
***************************
* END OF REPORT *
***************************
RUN ON : 01/25/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.39.03 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S3
CUTOFF : 01/01/96
POOL : 0004191
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
ORIG RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
1424219 .2500
69,280.97 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1432095 .2500
358,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1434743 .2500
299,803.76 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1436663 .2500
521,633.13 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1437217 .2500
141,997.53 .0300
9.5000 .0000
9.2500 .0000
9.2200 1.9700
9.2200 .0000
1437759 .2500
998,122.27 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1
1438774 .2500
436,114.47 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1439745 .2500
254,060.12 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1440228 .2500
379,236.55 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1441932 .2500
209,834.84 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1442921 .2500
321,598.30 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1442957 .2500
591,280.18 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1443437 .2500
53,116.53 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1443848 .2500
638,392.09 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1
1444269 .2500
169,771.99 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1445738 .2500
211,611.97 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1446655 .2500
208,118.39 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1446660 .2500
167,293.24 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1446695 .2500
46,918.28 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
8.4700 .0000
1446830 .2500
587,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1446930 .2500
183,654.48 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1447033 .2500
522,247.71 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1
1447241 .1250
116,581.74 .0800
7.7500 .0000
7.6250 .0000
7.5450 .2950
7.5450 .0000
1447329 .2500
299,616.08 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1447335 .2500
247,342.18 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1447369 .2500
127,717.17 .0800
9.0000 .0000
8.7500 .0000
8.6700 1.4200
8.6700 .0000
1447378 .1250
337,050.16 .0800
8.0500 .0000
7.9250 .0000
7.8450 .5950
7.8450 .0000
1447405 .2500
213,397.11 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.4700
8.7200 .0000
1447546 .2500
369,764.06 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1447566 .2500
415,257.30 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1
1447652 .2500
269,380.12 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1447895 .2500
568,700.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1448234 .2500
198,735.58 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1448292 .2500
245,843.13 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1448301 .2500
846,486.88 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1448306 .2500
554,325.18 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1448315 .2500
363,509.89 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1448467 .2500
331,407.73 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1
1448600 .2500
258,093.78 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1449056 .2500
280,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1449530 .2500
338,477.23 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1449583 .2500
280,478.83 .0800
8.6250 .0000
8.3750 .0000
8.2950 1.0450
8.2950 .0000
1449624 .2500
268,423.90 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1449625 .2500
239,730.90 .0800
8.7500 .0000
8.5000 .0000
8.4200 1.1700
8.4200 .0000
1449644 .2500
291,836.74 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
8.5450 .0000
1449672 .2500
323,143.55 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.7950 .0000
1
1449674 .2500
251,300.69 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1450020 .2500
276,923.30 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1450363 .2500
329,793.94 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1450369 .2500
260,845.90 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1450402 .2500
223,118.19 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1450403 .2500
349,563.38 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1450432 .2500
286,723.12 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1450516 .2500
295,047.14 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1
1450520 .2500
225,418.44 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1450552 .2500
437,713.48 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1450580 .2500
599,607.52 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1450627 .2500
269,688.17 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
8.4700 .0000
1450697 .2500
238,780.26 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1450702 .2500
242,281.53 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1450797 .2500
168,892.23 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1450807 .2500
164,772.14 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1
1450817 .2500
226,248.09 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1451540 .2500
370,338.15 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1451570 .2500
219,870.11 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1451572 .2500
649,574.82 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1451579 .2500
161,808.03 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1451584 .2500
287,825.52 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1451600 .2500
326,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1451645 .2500
649,229.72 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1
1451647 .2500
334,592.66 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1451700 .2500
267,604.22 .0800
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8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1467456 .2500
65,770.05 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1467457 .2500
185,981.33 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467458 .2500
299,798.70 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467459 .2500
299,803.74 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1467460 .2500
133,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1
1467461 .2500
500,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467462 .2500
83,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1467463 .2500
248,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467464 .2500
164,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1467465 .2500
119,895.58 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1467466 .2500
220,780.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1467467 .2500
238,500.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467468 .2500
131,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1
1467469 .2500
184,732.12 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467470 .2500
460,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1467471 .2500
263,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1467472 .2500
227,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1467473 .2500
22,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1467474 .2500
285,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1467475 .2500
310,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467477 .2500
182,250.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1
1467478 .2500
319,450.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467479 .2500
334,791.77 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1467480 .2500
495,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1467481 .2500
101,250.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467482 .2500
294,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
8.4700 .0000
1467483 .2500
260,100.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467484 .2500
80,698.51 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467485 .2500
225,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1
1467486 .2500
289,300.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467487 .2500
543,750.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1467488 .2500
94,500.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1467489 .2500
235,250.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467490 .2500
222,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1467491 .2500
87,750.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.3450
8.5950 .0000
1467492 .2500
240,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467493 .2500
99,100.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1
1467494 .2500
250,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467496 .2500
241,600.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1467497 .2500
213,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1467503 .2500
243,048.83 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1467513 .2500
310,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
8.3450 .0000
1467523 .2500
343,763.26 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.5450 .0000
1467548 .2500
420,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1467587 .2500
280,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1
1467597 .2500
336,914.28 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
8.4700 .0000
1467610 .2500
289,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467647 .2500
240,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467701 .2500
540,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467733 .2500
272,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1467739 .2500
235,800.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1467747 .2500
303,750.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1467782 .2500
787,500.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1
1467799 .2500
297,138.27 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1467802 .2500
259,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1467807 .2500
252,347.03 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1467819 .2500
461,250.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1467836 .2500
309,781.20 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1467847 .2500
360,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.3450 .0000
1467854 .2500
167,100.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467857 .2500
63,000.00 .0800
8.2250 .0000
7.9750 .0000
7.8950 .6450
7.8950 .0000
1
1467858 .2500
72,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467859 .2500
85,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467860 .2500
90,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.7950 .0000
1467861 .2500
29,900.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467862 .2500
200,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 1.0450
8.2950 .0000
1467863 .2500
40,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.5450 .0000
1467867 .2500
146,250.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.5450 .0000
1467868 .2500
90,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1
1467869 .2500
142,500.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467870 .2500
43,900.00 .0800
8.1000 .0000
7.8500 .0000
7.7700 .5200
7.7700 .0000
1467873 .2500
137,625.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.5450 .0000
1467874 .2500
346,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1467875 .2500
89,600.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467880 .2500
92,800.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467882 .2500
71,200.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467883 .2500
100,000.00 .0800
8.1500 .0000
7.9000 .0000
7.8200 .5700
7.8200 .0000
1
1467885 .2500
85,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.4200 .0000
1467888 .2500
50,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1467889 .2500
190,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467891 .2500
155,400.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 1.0450
8.2950 .0000
1467892 .2500
75,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1467894 .2500
201,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.5450 .0000
1467895 .2500
140,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467898 .2500
70,000.00 .0800
8.1000 .0000
7.8500 .0000
7.7700 .5200
7.7700 .0000
1
1467899 .2500
135,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467900 .2500
284,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467901 .2500
84,500.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467904 .2500
105,900.00 .0800
8.2000 .0000
7.9500 .0000
7.8700 .6200
7.8700 .0000
1467905 .2500
83,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1467906 .2500
120,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467907 .2500
364,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.5450 .0000
1467910 .2500
80,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1
1467911 .2500
80,000.00 .0800
7.9500 .0000
7.7000 .0000
7.6200 .3700
7.6200 .0000
1467912 .2500
225,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467913 .2500
100,000.00 .0800
7.9500 .0000
7.7000 .0000
7.6200 .3700
7.6200 .0000
1467916 .2500
92,900.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467918 .2500
480,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1467922 .2500
78,500.00 .0800
7.9500 .0000
7.7000 .0000
7.6200 .3700
7.6200 .0000
1467924 .2500
80,000.00 .0800
8.1000 .0000
7.8500 .0000
7.7700 .5200
7.7700 .0000
1467926 .2500
125,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.7950 .0000
1
1467927 .2500
129,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
8.1700 .0000
1467928 .2500
84,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467929 .2500
344,000.00 .0800
7.9500 .0000
7.7000 .0000
7.6200 .3700
7.6200 .0000
1467930 .2500
212,300.00 .0800
7.9000 .0000
7.6500 .0000
7.5700 .3200
7.5700 .0000
1467931 .2500
102,000.00 .0800
7.9000 .0000
7.6500 .0000
7.5700 .3200
7.5700 .0000
1467933 .2500
222,300.00 .0800
7.8500 .0000
7.6000 .0000
7.5200 .2700
7.5200 .0000
1467934 .2500
60,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467935 .2500
106,600.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.4200 .0000
1
1467936 .2500
465,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467937 .2500
120,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467938 .2500
115,500.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.7950 .0000
1467940 .2500
118,500.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
8.0450 .0000
1467941 .2500
118,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.4200 .0000
1467942 .2500
238,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.4200 .0000
1467943 .2500
289,600.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.7950 .0000
1467944 .2500
86,500.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.9200 .0000
1
1467945 .2500
264,000.00 .0800
7.9500 .0000
7.7000 .0000
7.6200 .3700
7.6200 .0000
1467946 .2500
73,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1467968 .2500
224,400.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1467972 .2500
250,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1467973 .2500
227,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1467976 .2500
387,333.26 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1468006 .2500
140,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.3450 .0000
1468097 .2500
214,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1
1468107 .2500
650,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1468132 .2500
230,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1468138 .2500
251,829.18 .0300
7.9500 .0000
7.7000 .0000
7.6700 .4200
7.6700 .0000
1468140 .2500
351,761.40 .0300
7.9500 .0000
7.7000 .0000
7.6700 .4200
7.6700 .0000
1468144 .2500
272,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1468153 .2500
278,718.49 .0300
8.1500 .0000
7.9000 .0000
7.8700 .6200
7.8700 .0000
1468155 .2500
340,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1468158 .2500
224,507.98 .0300
8.3000 .0000
8.0500 .0000
8.0200 .7700
8.0200 .0000
1
1468163 .2500
280,000.00 .0300
8.1500 .0000
7.9000 .0000
7.8700 .6200
7.8700 .0000
1468172 .2500
229,829.39 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2950 .0000
1468216 .2500
283,300.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1468264 .2500
345,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
8.0950 .0000
1468305 .2500
116,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.7200 .0000
1468517 .2500
445,150.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1468518 .2500
198,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.8450 .0000
1468521 .2500
277,713.53 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1
1468526 .2500
249,500.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.4700 .0000
1468537 .2500
227,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
8.2200 .0000
1468545 .2500
270,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
8.4700 .0000
1468551 .2500
215,405.37 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1468555 .2500
110,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.5950 .0000
1468557 .2500
214,700.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1468647 .2500
179,400.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.9700 .0000
1469024 .2500
207,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.3450
8.5950 .0000
1
1469038 .2500
301,177.79 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1469040 .2500
339,049.67 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.6700 .0000
1469065 .2500
197,851.78 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2950 .0000
1469689 .2500
416,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.7950 .0000
TOTAL NUMBER OF LOANS: 1210
TOTAL BALANCE........: 355,544,080.30
RUN ON : 01/25/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.39.03 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S3 FIXED SUMMARY REPORT
CUTOFF : 01/01/96
POOL : 0004191
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 8.1937 7.6000
9.8750
RFC NET RATE 7.9438 7.3500
9.6250
NET MTG RATE(INVSTR RATE) 7.8999 7.2700
9.5950
POST STRIP RATE 7.8999 7.2700
9.5950
SUB SERV FEE .2499 .1250
.5400
MSTR SERV FEE .0439 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .6499 .0200
2.3450
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 1210
TOTAL BALANCE........: 355,544,080.30
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended,
supplemented or otherwise modified from time to time,
this "Contract") is made this _________ day of _______,
19____, by and between Residential Funding Corporation,
its successors and assigns ("Residential Funding") and
_____________________ (the "Seller/Servicer," and,
together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans
to, and/or service Loans for, Residential Funding, and
Residential Funding desires to purchase Loans from the
Seller/Servicer and/or have the Seller/Servicer service
various of its Loans, pursuant to the terms of this
Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as
amended, supplemented or otherwise modified, from time
to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises,
and the terms, conditions and agreements set forth
below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has
received and read the Guides. All provisions of the
Guides are incorporated by reference into and made a
part of this Contract, and shall be binding upon the
parties; provided, however, that the Seller/Servicer
shall be entitled to sell Loans to and/or service Loans
for Residential Funding only if and for so long as it
shall have been authorized to do so by Residential
Funding in writing. Specific reference in this
Contract to particular provisions of the Guides and not
to other provisions does not mean that those provisions
of the Guides not specifically cited in this Contract
are not applicable. All terms used herein shall have
the same meanings as such terms have in the Guides,
unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified
orally, and no provision of this Contract may be waived
or amended except in writing signed by the party
against whom enforcement is sought. Such a written
waiver or amendment must expressly reference this
Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from
time to time. Any such amendment(s) to the Guides
shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding
each represents and warrants to the other that as of
the date of this Contract:
(1) Each party is duly organized, validly
existing, and in good standing under the
laws of its jurisdiction of
organization, is qualified, if
necessary, to do business and in good
standing in each jurisdiction in which
it is required to be so qualified, and
has the requisite power and authority to
enter into this Contract and all other
agreements which are contemplated by
this Contract and to carry out its
obligations hereunder and under the
Guides and under such other agreements.
(2) This Contract has been duly authorized,
executed and delivered by each party and
constitutes a valid and legally binding
agreement of each party enforceable in
accordance with its terms.
(3) There is no action, proceeding or
investigation pending or threatened, and
no basis therefor is known to either
party, that could affect the validity or
prospective validity of this Contract.
(4) Insofar as its capacity to carry out any
obligation under this Contract is
concerned, neither party is in violation
of any charter, articles of
incorporation, bylaws, mortgage,
indenture, indebtedness, agreement,
instrument, judgment, decree, order,
statute, rule or regulation and none of
the foregoing adversely affects its
capacity to fulfill any of its
obligations under this Contract. Its
execution of, and performance pursuant
to, this Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties
and Covenants.
In addition to the representations,
warranties and covenants made by the
Seller/Servicer pursuant to subparagraph (a)
of this paragraph 3, the Seller/Servicer
makes the representations, warranties and
covenants set forth in the Guides and, upon
request, agrees to deliver to Residential
Funding the certified Resolution of Board of
Directors which authorizes the execution and
delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of
Servicer Default shall occur, Residential Funding may,
at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent
Contractor.
At no time shall the Seller/Servicer represent
that it is acting as an agent of Residential Funding.
The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any
and all prior Seller Contracts or Servicer Contracts
between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection
with any loan-security exchange transaction shall not
be affected.
7. Assignment.
This Contract may not be assigned or transferred,
in whole or in part, by the Seller/Servicer without the
prior written consent of Residential Funding.
Residential Funding may sell, assign, convey,
hypothecate, pledge or in any other way transfer, in
whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any
Commitment or Loan.
8. Notices.
All notices, requests, demands or other
communications that are to be given under this Contract
shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight
courier or by United States mail, postage prepaid, to
the addresses and telefacsimile numbers specified
below. However, another name, address and/or
telefacsimile number may be substituted by the
Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an
amendment to the Guides.
If to Residential Funding, notices must be sent to the
appropriate address or telefacsimile number specified
in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the
jurisdiction of any state or federal court located in
Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this
Contract or otherwise arising from any loan sale or
servicing relationship existing in connection with this
Contract, and each of the parties irrevocably agrees
that all claims in respect of any such action or
proceeding may be heard or determined in such state or
federal court. Each of the parties irrevocably waives
the defense of an inconvenient forum to the maintenance
of any such action or proceeding and any other
substantive or procedural rights or remedies it may
have with respect to the maintenance of any such action
or proceeding in any such forum. Each of the parties
agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in
any other jurisdiction by suit on the judgment or in
any other manner provided by law. Each of the parties
further agrees not to institute any legal actions or
proceedings against the other party or any director,
officer, employee, attorney, agent or property of the
other party, arising out of or relating to this
Contract in any court other than as hereinabove
specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents
incorporated by reference herein, constitutes the
entire understanding between the parties hereto and
supersedes all other agreements, covenants,
representations, warranties, understandings and
communications between the parties, whether written or
oral, with respect to the transactions contemplated by
this Contract. All paragraph headings contained herein
are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract
that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions
hereof are severable. This Contract shall be governed
by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the duly authorized officers
of the Seller/Servicer and Residential Funding have
executed this Seller/Servicer Contract as of the date
first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of
Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of
Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described
below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage
Loan Prepaid in Full
Mortgage Loan
Repurchased
"We hereby certify that all amounts received or to be
received in connection with such payments which are
required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing
Agreement."
Residential Funding Corporation
Authorized Signature
*******************************************************
*********
TO CUSTODIAN/TRUSTEE: Please acknowledge this request,
and check off documents being enclosed with a copy of
this form. You should retain this form for your files
in accordance with the terms of the Pooling and
Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance
Policy
[ ] Mortgage or Deed of
Trust
[ ] Assignment(s) of
Mortgage or Deed of Trust
[ ] Title Insurance
Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn,
deposes and says:
1. That he is [Title of Officer] of [Name of
Owner] (record or beneficial owner of the Mortgage
Pass-Through Certificates, Series 1996-S3, Class R (the
"Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of
__________________] [the United States], on behalf of
which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be
a "disqualified organization" as of [date of transfer]
within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"),
(ii) will endeavor to remain other than a disqualified
organization for so long as it retains its ownership
interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account
or for the account of another Owner from which it has
received an affidavit and agreement in substantially
the same form as this affidavit and agreement. (For
this purpose, a "disqualified organization" means the
United States, any state or political subdivision
thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the
activities of which are subject to tax and, except for
the Federal Home Loan Mortgage Corporation, a majority
of whose board of directors is not selected by any such
governmental entity) or any foreign government,
international organization or any agency or
instrumentality of such foreign government or
organization, any rural electric or telephone
cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from
federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax
that would be imposed on transfers of Class R
Certificates to disqualified organizations under the
Code, that applies to all transfers of Class R
Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is
through an agent (which person includes a broker,
nominee or middleman) for a disqualified organization,
on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax
if the transferee furnishes to such person an affidavit
that the transferee is not a disqualified organization
and, at the time of transfer, such person does not have
actual knowledge that the affidavit is false; and (iv)
that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that
the transferor of a noneconomic residual interest will
remain liable for any taxes due with respect to the
income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax
imposed on a "pass-through entity" holding Class R
Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is
the record holder of an interest in such entity. (For
this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment
trust or common trust fund, a partnership, trust or
estate, and certain cooperatives.)
5. The Purchaser is not an employee benefit
plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), or an investment manager, named
fiduciary or a trustee of any such plan, or any other
Person acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any
such plan.
6. That the Owner is aware that the Trustee
will not register the transfer of any Class R
Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among
other things, in substantially the same form as this
affidavit and agreement. The Owner expressly agrees
that it will not consummate any such transfer if it
knows or believes that any of the representations
contained in such affidavit and agreement are false.
7. That the Owner has reviewed the
restrictions set forth on the face of the Class R
Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the
Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person
other than the Owner and negotiate a mandatory sale by
the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply
with such restrictions and provisions.
8. That the Owner consents to any additional
restrictions or arrangements that shall be deemed
necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that the Class R
Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification
Number is ______________.
10. This affidavit and agreement relates
only to the Class R Certificates held by the Owner and
not to any other holder of the Class R Certificates.
The Owner understands that the liabilities described
herein relate only to the Class R Certificates.
11. That no purpose of the Owner relating to
the transfer of any of the Class R Certificates by the
Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge
or expectation that it will be unable to pay any United
States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the
Owner hereby represents to and for the benefit of the
person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with
holding such Class R Certificate as they become due,
fully understanding that it may incur tax liabilities
in excess of any cash flows generated by the Class R
Certificate.
13. That the Owner has no present knowledge
or expectation that it will become insolvent or subject
to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
14. The Owner is a citizen or resident of
the United States, a corporation, partnership or other
entity created or organized in, or under the laws of,
the United States or any political subdivision thereof,
or an estate or trust whose income from sources without
the United States is includible in gross income for
United States federal income tax purposes regardless of
its connection with the conduct of a trade or business
within the United States.
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to
the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this
____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named
[Name of Officer], known or proved to me to be the same
person who executed the foregoing instrument and to be
the [Title of Officer] of the Owner, and acknowledged
to me that he executed the same as his free act and
deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day
of ________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the
____ day of
_______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19___
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1996-S3
Re: Mortgage Pass-Through Certificates,
Series 1996-S3, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection
with the transfer by _______________________________
(the "Seller") to _______________________________ (the
"Purchaser") of $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through
Certificates, Series 1996-S3, Class R (the
"Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of January 1, 1996
among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the
Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the
Purchaser is or will be to impede the assessment or
collection of any tax.
2. The Seller understands that the
Purchaser has delivered to the Trustee and the Master
Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as
Exhibit I-1. The Seller does not know or believe that
any representation contained therein is false.
3. The Seller has at the time of the
transfer conducted a reasonable investigation of the
financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as
a result of that investigation, the Seller has
determined that the Purchaser has historically paid its
debts as they become due and has found no significant
evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the
future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United
States income tax purposes (and the Seller may continue
to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an
investigation.
4. The Seller has no actual knowledge that
the proposed Transferee is not both a United States
Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19___
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1996-S3
RE: Mortgage Pass-Through Certificates,
Series 1996-S3, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser")
intends to purchase from ___________________________
(the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through
Certificates, Series 1996-S3, Class __ (the
"Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of January 1, 1996 among
Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and
the Trustee that:
1. The Purchaser understands that
(a) the Certificates have not been and will
not be registered or qualified under the
Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the
Company is not required to so register or
qualify the Certificates, (c) the
Certificates may be resold only if registered
and qualified pursuant to the provisions of
the Act or any state securities law, or if an
exemption from such registration and
qualification is available, (d) the Pooling
and Servicing Agreement contains restrictions
regarding the transfer of the Certificates
and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the
Certificates for its own account for
investment only and not with a view to or for
sale in connection with any distribution
thereof in any manner that would violate the
Act or any applicable state securities laws.
3. The Purchaser is (a) a
substantial, sophisticated institutional
investor having such knowledge and experience
in financial and business matters, and, in
particular, in such matters related to
securities similar to the Certificates, such
that it is capable of evaluating the merits
and risks of investment in the Certificates,
(b) able to bear the economic risks of such
an investment and (c) an "accredited
investor" within the meaning of Rule 501(a)
promulgated pursuant to the Act.
4. The Purchaser has been furnished
with, and has had an opportunity to review
(a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__,
relating to the Certificates (b)] a copy of
the Pooling and Servicing Agreement and [b]
[c] such other information concerning the
Certificates, the Mortgage Loans and the
Company as has been requested by the
Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to
purchase the Certificates. The Purchaser has
had any questions arising from such review
answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates
from the Seller in connection with the
initial distribution of the Certificates and
was provided with a copy of the Private
Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original
Sale") of the Certificates by the Company,
the Purchaser acknowledges that such
Memorandum was provided to it by the Seller,
that the Memorandum was prepared by the
Company solely for use in connection with the
Original Sale and the Company did not
participate in or facilitate in any way the
purchase of the Certificates by the Purchaser
from the Seller, and the Purchaser agrees
that it will look solely to the Seller and
not to the Company with respect to any
damage, liability, claim or expense arising
out of, resulting from or in connection with
(a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b)
any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will
not nor has it authorized or will it
authorize any person to (a) offer, pledge,
sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate
or any other similar security to any person
in any manner, (b) solicit any offer to buy
or to accept a pledge, disposition of other
transfer of any Certificate, any interest in
any Certificate or any other similar security
from any person in any manner, (c) otherwise
approach or negotiate with respect to any
Certificate, any interest in any Certificate
or any other similar security with any person
in any manner, (d) make any general
solicitation by means of general advertising
or in any other manner or (e) take any other
action, that (as to any of (a) through (e)
above) would constitute a distribution of any
Certificate under the Act, that would render
the disposition of any Certificate a
violation of Section 5 of the Act or any
state securities law, or that would require
registration or qualification pursuant
thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates,
except in compliance with the provisions of
the Pooling and Servicing Agreement.
6. The Purchaser is not an employee
benefit or other plan subject to the
prohibited transaction provisions of the
Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as
amended (the "Code"), or an investment
manager, a 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, and understands that
registration of transfer of any Certificate
to any such plan, or to any person acting on
behalf of or purchasing any Certificate with
"plan assets" of any such plan, may not be
made unless such plan or person delivers an
opinion of its counsel, addressed and
satisfactory to the Trustee, the Company and
the Master Servicer, to the effect that the
purchase and holding of a Certificate by, on
behalf of, or with "plan assets" of any such
plan is permissible under applicable law,
will not constitute or result in any non-
exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code, and
will not subject the Company, the Master
Servicer or the Trustee to any obligation or
liability (including obligations or
liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in
the Pooling and Servicing Agreement.
7. The Purchaser is not a non-United
States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-
S3
Re: Mortgage Pass-Through Certificates,
Series 1996-S3, 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-S3,
Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of January 1, 1996
among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants
with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its
behalf has (a) offered, pledged, sold, disposed of or
otherwise transferred any Certificate, any interest in
any Certificate or any other similar security to any
person in any manner, (b) has solicited any offer to
buy or to accept a pledge, disposition or other
transfer of any Certificate, any interest in any
Certificate or any other similar security from any
person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any
interest in any Certificate or any other similar
security with any person in any manner, (d) has made
any general solicitation by means of general
advertising or in any other manner, or (e) has taken
any other action, that (as to any of (a) through (e)
above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the
"Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any
state securities law, or that would require
registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the
foregoing sentence with respect to any Certificate.
The Seller has not and will not sell or otherwise
transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder
(the "Seller"), intends to transfer the Rule 144A
Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in
accordance with the agreements pursuant to which the
Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor
anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or
any other similar security to, or solicited any offer
to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar
security with, any person in any manner, or made any
general solicitation by means of general advertising or
in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A
Securities under the Securities Act of 1933, as amended
(the "1933 Act"), or that would render the disposition
of the Rule 144A Securities a violation of Section 5 of
the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A
Securities to any person other than the Buyer or
another "qualified institutional buyer" as defined in
Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee and the Master
Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of January 1,
1996 among Residential Funding Corporation as Master
Servicer, Residential Funding Mortgage Securities I,
Inc. as depositor pursuant to Section 5.02 of the
Agreement and Bankers Trust Company as trustee, as
follows:
a. The Buyer understands that the Rule
144A Securities have not been registered under the
1933 Act or the securities laws of any state.
b. The Buyer considers itself a
substantial, sophisticated institutional investor
having such knowledge and experience in financial
and business matters that it is capable of
evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with
all information regarding the Rule 144A Securities
that it has requested from the Seller, the Trustee
or the Servicer.
d. Neither the Buyer nor anyone acting
on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A
Securities or any other similar security to, or
solicited any offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A
Securities or any other similar security from, or
otherwise approached or negotiated with respect to
the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security
with, any person in any manner, or made any
general solicitation by means of general
advertising or in any other manner, or taken any
other action, that would constitute a distribution
of the Rule 144A Securities under the 1933 Act or
that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933
Act or require registration pursuant thereto, nor
will it act, nor has it authorized or will it
authorize any person to act, in such manner with
respect to the Rule 144A Securities.
e. The Buyer is a "qualified
institutional buyer" as that term is defined in
Rule 144A under the 1933 Act and has completed
either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made
in reliance on Rule 144A. The Buyer is acquiring
the Rule 144A Securities for its own account or
the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities
may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified
institutional buyer that purchases for its own
account or for the account of a qualified
institutional buyer to whom notice is given that
the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to,
and covenants with, the Seller, the Trustee, Master
Servicer and the Company that either (1) the Buyer is
(A) not an employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")), or a plan (within
the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case)
is subject to ERISA or Section 4975 of the Code (both a
"Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as
investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, or (2) the
Buyer understands that registration of transfer of any
Rule 144A Securities to any Plan, or to any Person
acting on behalf of or purchasing any Certificate with
"plan assets of any Plan, will not be made unless such
Plan or Person delivers an opinion of its counsel,
addressed and satisfactory to the Trustee, the Company
and the Master Servicer, to the effect that the
purchase and holding of the Rule 144A Securities by, on
behalf of or with "plan assets" of such Plan would not
constitute or result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, and
would not subject the Company, the Master Servicer or
the Trustee to any obligation or liability (including
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and
Servicing Agreement.]
4. This document may be executed in one or
more counterparts and by the different parties hereto
on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the
same document.
IN WITNESS WHEREOF, each of the parties has
executed this document as of the date set forth below.
Print Name of Seller Print Name
of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in
connection with the Rule 144A Investment Representation
to which this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice
President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer,
the Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act
of 1933 ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis
$______________________ in securities (except for the
excluded securities referred to below) as of the end of
the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked
below.
___ Corporation, etc. The Buyer is a corporation
(other than a bank, savings and loan
association or similar institution),
Massachusetts or similar business trust,
partnership, or charitable organization
described in Section 501(c)(3) of the Internal
Revenue Code.
___ Bank. The Buyer (a) is a national bank or
banking institution organized under the laws of
any State, territory or the District of
Columbia, the business of which is
substantially confined to banking and is
supervised by the State or territorial banking
commission or similar official or is a foreign
bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings
and loan association, building and loan
association, cooperative bank, homestead
association or similar institution, which is
supervised and examined by a State or Federal
authority having supervision over any such
institutions or is a foreign savings and loan
association or equivalent institution and (b)
has an audited net worth of at least
$25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer
registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance
company whose primary and predominant business
activity is the writing of insurance or the
reinsuring of risks underwritten by insurance
companies and which is subject to supervision
by the insurance commissioner or a similar
official or agency of a State or territory or
the District of Columbia.
___ State or Local Plan. The Buyer is a plan
established and maintained by a State, its
political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit
plan within the meaning of Title I of the
Employee Retirement Income Security Act of
1974.
___ Investment Adviser. The Buyer is an
investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment
Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a
business development company as defined in
Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose
trustee is a bank or trust company and whose
participants are exclusively (a) plans
established and maintained by a State, its
political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees,
or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement
Income Security Act of 1974, but is not a trust
fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein
does not include (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are
part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit
notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase agreement
and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the
aggregate amount of securities owned and/or invested on
a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not
include any of the securities referred to in the
preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included
securities owned by subsidiaries of the Buyer, but
only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in
accordance with generally accepted accounting
principles and if the investments of such subsidiaries
are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another
enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is
familiar with Rule 144A and understands that the seller
to it and other parties related to the Certificates are
relying and will continue to rely on the statements
made herein because one or more sales to the Buyer may
be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the
Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question
is "no", the Buyer agrees that, in connection with any
purchase of securities sold to the Buyer for the
account of a third party (including any separate
account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Buyer agrees
that the Buyer will not purchase securities for a third
party unless the Buyer has obtained a current
representation letter from such third party or taken
other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the
definition of "qualified institutional buyer" set forth
in Rule 144A.
7. The Buyer will notify each of the
parties to which this certification is made of any
changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of
Rule 144A Securities will constitute a reaffirmation of
this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows
in connection with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is
the President, Chief Financial Officer or Senior Vice
President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an
officer of the Adviser.
2. In connection with purchases by Buyer, the
Buyer is a "qualified institutional buyer" as defined
in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the
Buyer's Family of Investment Companies, owned at least
$100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the
Buyer's most recent fiscal year. For purposes of
determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies,
the cost of such securities was used.
____ The Buyer owned $___________________ in
securities (other than the excluded
securities referred to below) as of the end
of the Buyer's most recent fiscal year (such
amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment
Companies which owned in the aggregate
$______________ in securities (other than the
excluded securities referred to below) as of
the end of the Buyer's most recent fiscal
year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment
Companies" as used herein means two or more registered
investment companies (or series thereof) that have the
same investment adviser or investment advisers that are
affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of
the other).
4. The term "securities" as used herein
does not include (i) securities of issuers that are
affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) bank deposit notes
and certificates of deposit, (iii) loan participations,
(iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this
certification is made are relying and will continue to
rely on the statements made herein because one or more
sales to the Buyer will be in reliance on Rule 144A.
In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the
parties to which this certification is made of any
changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this
certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss
Coverage; Limited Guaranty. (a) Subject to subsection
(c) below, prior to the later of the third Business Day
prior to each Distribution Date or the related
Determination Date, the Master Servicer shall determine
whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such
Distribution Date for Advances or Subservicer Advances
previously made, (which will not be Advances or
Subservicer Advances that were made with respect to
delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and,
if so, the Master Servicer shall demand payment from
Residential Funding of an amount equal to the amount of
any Advances or Subservicer Advances reimbursed
pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included
in the amount of the Realized Loss in the related
Mortgage Loan, and shall distribute the same to the
Class B Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section
4.02(a).
(b) Subject to subsection (c) below, prior
to the later of the third Business Day prior to each
Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any
Realized Losses (other than Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the
Class B Certificates on such Distribution Date pursuant
to Section 4.05, and, if so, the Master Servicer shall
demand payment from Residential Funding of the amount
of such Realized Loss and shall distribute the same to
the Class B Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section
4.02(a); provided, however, that the amount of such
demand in respect of any Distribution Date shall in no
event be greater than the sum of (i) the additional
amount of Accrued Certificate Interest that would have
been paid for the Class B Certificateholders on such
Distribution Date had such Realized Loss or Losses not
occurred plus (ii) the amount of the reduction in the
Certificate Principal Balances of the Class B
Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment,
such Realized Losses shall be deemed to have been borne
by the Certificateholders for purposes of Section 4.05.
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses
allocated to the Class B Certificates will not be
covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this
Section shall be made prior to the later of the third
Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with
written notice thereof to the Trustee. The maximum
amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date
(the "Amount Available") shall be equal to the lesser
of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b)
hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate
Principal Balances of the Class B Certificates, or such
lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described
in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General
Motors Acceptance Corporation of any failure of
Residential Funding to make any payments hereunder and
shall demand payment pursuant to the limited guaranty
(the "Limited Guaranty"), executed by General Motors
Acceptance Corporation, of Residential Funding's
obligation to make payments pursuant to this Section,
in an amount equal to the lesser of (i) the Amount
Available and (ii) such required payments, by
delivering to General Motors Acceptance Corporation a
written demand for payment by wire transfer, not later
than the second Business Day prior to the Distribution
Date for such month, with a copy to the Master
Servicer.
(e) All payments made by Residential Funding
pursuant to this Section or amounts paid under the
Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the
Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in
its sole discretion, to substitute for either or both
of the Limited Guaranty or the Subordinate Certificate
Loss Obligation another instrument in the form of a
corporate guaranty, an irrevocable letter of credit, a
surety bond, insurance policy or similar instrument or
a reserve fund; provided that (i) the Company obtains
an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such
substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar
instrument or reserve fund will not cause either (a)
any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860(F)(a)(1)
of the Code or on "contributions after the startup
date" under Section 860(G)(d)(1) of the Code or (b) the
Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute
Limited Guaranty or Subordinate Certificate Loss
Obligation is for an initial amount not less than the
then current Amount Available and contains provisions
that are in all material respects equivalent to the
original Limited Guaranty or Subordinate Certificate
Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the
long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate
Loss Obligation (if not supported by the Limited
Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General
Motors Acceptance Corporation as of the date of
issuance of the Limited Guaranty and (b) the rating of
the long term debt obligations of General Motors
Acceptance Corporation at the date of such substitution
and (C) the Company obtains written confirmation from
each nationally recognized credit rating agency that
rated the Class B Certificates at the request of the
Company that such substitution shall not lower the
rating on the Class B Certificates below the lesser of
(a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original
rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty
or Subordinate Certificate Loss Obligation pursuant to
this Section shall be accompanied by a written Opinion
of Counsel to the substitute guarantor or obligor,
addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid
and binding obligation of the substitute guarantor or
obligor, enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer
and the Trustee shall reasonably request. Neither the
Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited
Guaranty or Subordinate Certificate Loss Obligation
under any circumstance.
Section 12.02. Amendments Relating to the
Limited Guaranty. Notwithstanding Sections 11.01 or
12.01: (i) the provisions of this Article XII may be
amended, superseded or deleted, (ii) the Limited
Guaranty or Subordinate Certificate Loss Obligation may
be amended, reduced or canceled, and (iii) any other
provision of this Agreement which is related or
incidental to the matters described in this Article XII
may be amended in any manner; in each case by written
instrument executed or consented to by the Company and
Residential Funding but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of, the Master
Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each
nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion
or cancellation will not lower the rating on the Class
B Certificates below the lesser of (a) the then-current
rating assigned to the Class B Certificates by such
rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency, unless
(A) the Holder of 100% of the Class B Certificates is
Residential Funding or an Affiliate of Residential
Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section
11.01(e) and, provided further that the Company
obtains, in the case of a material amendment or
supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate
Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel)
to the effect that any such amendment or supersession
will not cause either (a) any federal tax to be imposed
on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions
after the startup date" under Section 860G(d)(1) of the
Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
A copy of any such instrument shall be provided to the
Trustee and the Master Servicer together with an
Opinion of Counsel that such amendment complies with
this Section 12.02.
EXHIBIT N
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S3
, 19___
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1996-S3
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a
Delaware corporation ("Residential Funding"), an
indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation
("GMAC"), plans to incur certain obligations as
described under Section 12.01 of the Pooling and
Servicing Agreement dated as of January 1, 1996 (the
"Servicing Agreement"), among Residential Funding
Mortgage Securities I, Inc. (the "Company"),
Residential Funding and Bankers Trust Company (the
"Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage
Pass-Through Certificates, Series 1996-S3 (the
"Certificates"); and
WHEREAS, pursuant to Section 12.01 of the
Servicing Agreement, Residential Funding agrees to make
payments to the Holders of the Class B Certificates
with respect to certain losses on the Mortgage Loans as
described in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain
assurances with respect to the ability of Residential
Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the
premises herein contained and certain other good and
valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on
behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available
to Residential Funding), either directly or through a
subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by
Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding
clause (a) shall be absolute, irrevocable and
unconditional and shall not be affected by the transfer
by GMAC or any other person of all or any part of its
or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding
affecting Residential Funding or any other person, by
any defense or right of counterclaim, set-off or
recoupment that GMAC may have against Residential
Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's
obligations under clause (a) shall terminate upon the
earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing
Agreement, or (y) the termination of the Trust Fund
pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure
or delay on the part of Residential Funding, the
Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands
hereunder. Any defective or partial exercise of any
such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further
waives demand, presentment, notice of default, protest,
notice of acceptance and any other notices with respect
to this Limited Guaranty, including, without
limitation, those of action or nonaction on the part of
Residential Funding or the Trustee.
3. Modification, Amendment and Termination.
This Limited Guaranty may be modified, amended or
terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or
termination is permitted under Section 12.02 of the
Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in
effect so long as the Servicing Agreement is not
modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without
the prior written consent of GMAC.
4. Successor. Except as otherwise
expressly provided herein, the guarantee herein set
forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty
shall be governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC
understands that a copy of this Limited Guaranty shall
be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement
and GMAC hereby authorizes the Company and the Trustee
to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but
not otherwise defined herein shall have the meaning
given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may
be executed in any number of counterparts, each of
which shall be deemed to be an original and such
counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, GMAC has caused this
Limited Guaranty to be executed and delivered by its
respective officers thereunto duly authorized as of the
day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
Bankers Trust Company,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE
LOAN
__________________, 19___
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1996-S3
Re: Mortgage Pass-Through Certificates,
Series 1996-S3
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection
with the assignment by _________________ (the
"Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to
Section 3.13(d) of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of
January 1, 1996 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer,
and the Trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants
with, the Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by
Mortgaged Property located in a jurisdiction in which
an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage
recording taxes or otherwise comply with, or facilitate
a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and
is intended to be, a refinancing of such Mortgage Loan
and the form of the transaction is solely to comply
with, or facilitate the transaction under, such local
laws;
(iii) the Mortgage Loan following the proposed
assignment will be modified to have a rate of interest
at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed
assignment; and
(iv) such assignment is at the request of the
borrower under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
