SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 30, 1996
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as seller under a
Pooling and Servicing Agreement dated as of July 1, 1996 providing
for, inter alia, the issuance of Mortgage Pass-Through Certificates,
Series 1996-S17)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-4846 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification
No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of July
1, 1996 among Residential Funding Mortgage Securities I, Inc. as
seller, Residential Funding Corporation, as master servicer, and The
First National Bank of Chicago, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES I,
INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: July 30, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES I,
INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: July 30, 1996
EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S17
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . 3
Accrued Certificate Interest. . . . . 3
Adjusted Mortgage Rate. . . . . . . . 3
Advance . . . . . . . . . . . . . . . 4
Affiliate . . . . . . . . . . . . . . 4
Agreement . . . . . . . . . . . . . . 4
Amount Held for Future Distribution . 4
Appraised Value . . . . . . . . . . . 4
Assignment. . . . . . . . . . . . . . 4
Assignment Agreement. . . . . . . . . 4
Assignment of Proprietary Lease . . . 4
Available Distribution Amount . . . . 4
Bankruptcy Amount . . . . . . . . . . 5
Bankruptcy Code . . . . . . . . . . . 5
Bankruptcy Loss . . . . . . . . . . . 5
Book-Entry Certificate. . . . . . . . 5
Business Day. . . . . . . . . . . . . 5
Buydown Funds . . . . . . . . . . . . 5
Buydown Mortgage Loan . . . . . . . . 6
Cash Liquidation. . . . . . . . . . . 6
Certificate . . . . . . . . . . . . . 6
Certificate Account . . . . . . . . . 6
Certificate Account Deposit Date. . . 6
Certificateholder or Holder . . . . . 6
Certificate Owner . . . . . . . . . . 6
Certificate Principal Balance . . . . 6
Certificate Register and Certificate
Registrar . . . . . . . . . . . . . . 7
Class . . . . . . . . . . . . . . . . 7
Class A Certificate . . . . . . . . . 7
Class A-2 Companion Principal Component 7
Class A-2 PAC Principal Component . . 8
Class A-7 Collection Shortfall. . . . 8
Class A-7 Principal Distribution Amount 8
Class B Certificate . . . . . . . . . 8
Class B Percentage. . . . . . . . . . 8
Class B-1 Percentage. . . . . . . . . 8
Class B-1 Prepayment Distribution Trigger 8
Class B-2 Percentage. . . . . . . . . 8
Class B-2 Prepayment Distribution Trigger 9
Class B-3 Percentage. . . . . . . . . 9
Class B-3 Prepayment Distribution Trigger 9
Class M Certificate . . . . . . . . . 9
Class M Percentage. . . . . . . . . . 9
Class M-1 Percentage. . . . . . . . . 9
Class M-2 Percentage. . . . . . . . . 9
Class M-2 Prepayment Distribution Trigger 9
Class M-3 Percentage. . . . . . . . . 10
Class M-3 Prepayment Distribution Trigger 10
Class R Certificate . . . . . . . . . 10
Closing Date. . . . . . . . . . . . . 10
Code. . . . . . . . . . . . . . . . . 10
Compensating Interest . . . . . . . . 10
Component . . . . . . . . . . . . . . 10
Cooperative . . . . . . . . . . . . . 10
Cooperative Apartment . . . . . . . . 10
Cooperative Lease . . . . . . . . . . 11
Cooperative Loans . . . . . . . . . . 11
Cooperative Stock . . . . . . . . . . 11
Cooperative Stock Certificate . . . . 11
Corporate Trust Office. . . . . . . . 11
Credit Support Depletion Date . . . . 11
Curtailment . . . . . . . . . . . . . 11
Custodial Account . . . . . . . . . . 11
Custodial Agreement . . . . . . . . . 11
Custodian . . . . . . . . . . . . . . 11
Cut-off Date. . . . . . . . . . . . . 11
Cut-off Date Principal Balance. . . . 11
Debt Service Reduction. . . . . . . . 12
Deficient Valuation . . . . . . . . . 12
Definitive Certificate. . . . . . . . 12
Deleted Mortgage Loan . . . . . . . . 12
Depository. . . . . . . . . . . . . . 12
Depository Participant. . . . . . . . 12
Destroyed Mortgage Note . . . . . . . 12
Determination Date. . . . . . . . . . 12
Discount Fraction . . . . . . . . . . 12
Discount Mortgage Loan. . . . . . . . 12
Disqualified Organization . . . . . . 12
Distribution Date . . . . . . . . . . 13
Due Date. . . . . . . . . . . . . . . 13
Due Period. . . . . . . . . . . . . . 13
Eligible Account. . . . . . . . . . . 13
Eligible Funds. . . . . . . . . . . . 14
Event of Default. . . . . . . . . . . 14
Excess Bankruptcy Loss. . . . . . . . 14
Excess Fraud Loss . . . . . . . . . . 14
Excess Special Hazard Loss. . . . . . 14
Excess Spread . . . . . . . . . . . . 14
Excess Subordinate Principal Amount . 14
Extraordinary Events. . . . . . . . . 15
Extraordinary Losses. . . . . . . . . 15
FDIC. . . . . . . . . . . . . . . . . 15
FHLMC . . . . . . . . . . . . . . . . 15
Final Distribution Date . . . . . . . 15
Fitch . . . . . . . . . . . . . . . . 15
FNMA. . . . . . . . . . . . . . . . . 16
Foreclosure Profits . . . . . . . . . 16
Fraud Loss Amount . . . . . . . . . . 16
Fraud Losses. . . . . . . . . . . . . 16
Independent . . . . . . . . . . . . . 16
Initial Certificate Principal Balance 17
Initial Monthly Payment Fund. . . . . 17
Insurance Proceeds. . . . . . . . . . 17
Insurer . . . . . . . . . . . . . . . 17
Late Collections. . . . . . . . . . . 17
Liquidation Proceeds. . . . . . . . . 17
Loan-to-Value Ratio . . . . . . . . . 17
Lockout Distribution Percentage . . . 17
Maturity Date . . . . . . . . . . . . 17
Monthly Payment . . . . . . . . . . . 18
Moody's . . . . . . . . . . . . . . . 18
Mortgage. . . . . . . . . . . . . . . 18
Mortgage File . . . . . . . . . . . . 18
Mortgage Loan Schedule. . . . . . . . 18
Mortgage Loans. . . . . . . . . . . . 19
Mortgage Note . . . . . . . . . . . . 19
Mortgage Rate . . . . . . . . . . . . 19
Mortgaged Property. . . . . . . . . . 19
Mortgagor . . . . . . . . . . . . . . 19
Net Mortgage Rate . . . . . . . . . . 19
Non-Discount Mortgage Loan. . . . . . 19
Non-Primary Residence Loans . . . . . 19
Non-United States Person. . . . . . . 19
Nonrecoverable Advance. . . . . . . . 19
Nonsubserviced Mortgage Loan. . . . . 20
Notional Amount . . . . . . . . . . . 20
Officers' Certificate . . . . . . . . 20
Opinion of Counsel. . . . . . . . . . 20
Original Senior Percentage. . . . . . 20
Outstanding Mortgage Loan . . . . . . 20
Owner or Holder . . . . . . . . . . . 20
Ownership Interest. . . . . . . . . . 20
PAC Certificate . . . . . . . . . . . 20
PAC Principal Amount. . . . . . . . . 20
Pass-Through Rate . . . . . . . . . . 21
Paying Agent. . . . . . . . . . . . . 21
Percentage Interest . . . . . . . . . 21
Permitted Investments . . . . . . . . 21
Permitted Transferee. . . . . . . . . 22
Person. . . . . . . . . . . . . . . . 22
Pool Stated Principal Balance . . . . 23
Prepayment Assumption . . . . . . . . 23
Prepayment Distribution Percentage. . 23
Prepayment Distribution Trigger . . . 24
Prepayment Interest Shortfall . . . . 24
Prepayment Period . . . . . . . . . . 24
Primary Insurance Policy. . . . . . . 24
Principal Prepayment. . . . . . . . . 24
Principal Prepayment in Full. . . . . 24
Program Guide . . . . . . . . . . . . 25
Purchase Price. . . . . . . . . . . . 25
Qualified Substitute Mortgage Loan. . 25
Rating Agency . . . . . . . . . . . . 25
Realized Loss . . . . . . . . . . . . 26
Record Date . . . . . . . . . . . . . 26
Regular Certificate . . . . . . . . . 26
REMIC . . . . . . . . . . . . . . . . 26
REMIC Administrator . . . . . . . . . 26
REMIC Provisions. . . . . . . . . . . 26
REO Acquisition . . . . . . . . . . . 26
REO Disposition . . . . . . . . . . . 27
REO Imputed Interest. . . . . . . . . 27
REO Proceeds. . . . . . . . . . . . . 27
REO Property. . . . . . . . . . . . . 27
Request for Release . . . . . . . . . 27
Required Insurance Policy . . . . . . 27
Residential Funding . . . . . . . . . 27
Responsible Officer . . . . . . . . . 27
Schedule of Discount Fractions. . . . 27
Security Agreement. . . . . . . . . . 27
Seller. . . . . . . . . . . . . . . . 27
Seller's Agreement. . . . . . . . . . 27
Senior Accelerated Distribution Percentage 28
Senior Certificates . . . . . . . . . 29
Senior Percentage . . . . . . . . . . 29
Senior Principal Distribution Amount. 29
Servicing Accounts. . . . . . . . . . 29
Servicing Advances. . . . . . . . . . 29
Servicing Fee . . . . . . . . . . . . 29
Servicing Officer . . . . . . . . . . 29
Special Hazard Amount . . . . . . . . 30
Special Hazard Loss . . . . . . . . . 30
Spread Rate . . . . . . . . . . . . . 30
Standard & Poor's . . . . . . . . . . 30
Stated Principal Balance. . . . . . . 31
Subordinate Percentage. . . . . . . . 31
Subordinate Principal Distribution Amount 31
Subserviced Mortgage Loan . . . . . . 31
Subservicer . . . . . . . . . . . . . 31
Subservicer Advance . . . . . . . . . 32
Subservicing Account. . . . . . . . . 32
Subservicing Agreement. . . . . . . . 32
Subservicing Fee. . . . . . . . . . . 32
Tax Returns . . . . . . . . . . . . . 32
Transfer. . . . . . . . . . . . . . . 32
Transferee. . . . . . . . . . . . . . 32
Transferor. . . . . . . . . . . . . . 32
Trust Fund. . . . . . . . . . . . . . 32
Uncertificated REMIC Regular Interests 33
Uniform Single Attestation Program for
Mortgage Bankers. . . . . . . . . . . 33
Uninsured Cause . . . . . . . . . . . 33
United States Person. . . . . . . . . 33
Variable Strip Certificates . . . . . 33
Voting Rights . . . . . . . . . . . . 33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . 34
Section 2.02. Acceptance by Trustee. . . . . . 38
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and
the Company. . . . . . . . . . . 39
Section 2.04. Representations and Warranties of
Sellers. . . . . . . . . . . . . . . . . . 43
Section 2.05. Execution and Authentication of
Certificates . . . . . . . . . . 45
Section 2.06. Conveyance of Uncertificated REMIC
Regular Interests; Acceptance by the
Trustee. . . . . . . . . . . . . 46
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. . . . . . . . 50
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;
Compensating Interest. . . . . . 64
Section 3.17. Reports to the Trustee
and the Company. . . . . . . . . . . . . . 65
Section 3.18. Annual Statement as to Compliance 65
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . 65
Section 3.20. Rights of the Company in Respect
of the Master Servicer.. . . . . 66
Section 3.21. Administration of Buydown Funds. 66
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . 68
Section 4.02. Distributions. . . . . . . . . . 68
Section 4.03. Statements to Certificateholders and
the Owner of the Excess Spread . 77
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer . . . . . 79
Section 4.05. Allocation of Realized Losses. . 81
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property. 82
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans.. . . . . . . . . 82
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates . . . . . . . . 84
Section 5.02. Registration of Transfer and Exchange
of Certificates and Restrictions on
Transfer of Excess Spread. . . . 86
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates . . . . . . . . . . 91
Section 5.04. Persons Deemed Owners. . . . . . 91
Section 5.05. Appointment of Paying Agent. . . 91
Section 5.06. Optional Purchase of Certificates 92
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer. . . . . 94
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer.. . 94
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.. . . . . . . . . . . . . 95
Section 6.04. Company and Master
Servicer Not to Resign . . . . . 96
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . 97
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . . 99
Section 7.03. Notification to Certificateholders 99
Section 7.04. Waiver of Events of Default. . .100
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . .101
Section 8.02. Certain Matters Affecting the Trustee102
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans. . . . . . . .104
Section 8.04. Trustee May Own Certificates . .104
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification. .104
Section 8.06. Eligibility Requirements for Trustee105
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . .106
Section 8.08. Successor Trustee. . . . . . . .107
Section 8.09. Merger or Consolidation of Trustee107
Section 8.10. Appointment of Co-Trustee or Separate
Trustee. . . . . . . . . . . . .107
Section 8.11. Appointment of Custodians. . . .108
Section 8.12. Appointment of Office or Agency.109
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans110
Section 9.02. Additional Termination Requirements112
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.. . . . . .114
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . . . . . . .117
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . .119
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . .121
Section 11.03. Limitation on Rights
of Certificateholders. . . . . .122
Section 11.04. Governing Law. . . . . . . . . .122
Section 11.05. Notices. . . . . . . . . . . . .123
Section 11.06. Notices to Rating Agency . . . .123
Section 11.07. Severability of Provisions . . .124
Section 11.08. Supplemental Provisions for
Resecuritization . . . . . . . . . . . . .124
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage
Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Planned Principal Balances
This is a Pooling and Servicing Agreement, effective as of
July 1, 1996, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
as the company (together with its permitted successors and assigns,
the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer
(together with its permitted successors and assigns, the "Master
Servicer"), and The First National Bank of Chicago, as Trustee
(together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined
herein). As provided herein, the Master Servicer will make an
election to treat the entire segregated pool of assets described in
the definition of Trust Fund herein and subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly
Payment Fund), as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes and such segregated pool of
assets will be designated as a "REMIC." The Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates and the Uncertificated REMIC Regular Interest the
rights in and to which will initially be represented by the Excess
Spread (as defined herein), will be "regular interests" in the REMIC
and the Class R Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate Principal Balance,
Maturity Date, initial ratings and certain features for each Class
of Certificates comprising the interests in the Trust Fund created
hereunder.
Aggregate Initial
Certificate
Pass-Through Principal
Designation Type Rate Balance
Class A-1 Senior 7.25% $25,652,000.00
Class A-2 Senior 7.25 26,006,000.00
Class A-3 Senior 7.25 22,997,000.00
Class A-4 Senior 7.25 7,216,000.00
Class A-5 Senior 7.25 16,378,000.00
Class A-6 Senior 7.25 17,250,000.00
Class A-7 Senior 0.00 1,820,614.04
Class R Senior 7.25 100.00
Class M-1 Mezzanine 7.25 1,515,800.00
Class M-2 Mezzanine 7.25 606,400.00
Class M-3 Mezzanine 7.25 606,400.00
Class B-1 Subordinate 7.25 606,400.00
Class B-2 Subordinate 7.25 303,200.00
Class B-3 Subordinate 7.25 303,243.02
Maturity Initial Ratings
Designation Features Date S&P Fitch
Class A-1 PAC/Senior July 25, 2011 AAA AAA
Class A-2 PAC/Companion July 25, 2011 AAA AAA
Class A-3 PAC/Senior July 25, 2011 AAA AAA
Class A-4 PAC/Senior July 25, 2011 AAA AAA
Class A-5 Companior/Senior July 25, 2011 AAA AAA
Class A-6 Prepayment Lockout/ July 25, 2011 AAA AAA
Senior
Class A-7 Principal Only/ July 25, 2011 AAAr AAA
Senior
Class R Residual July 25, 2011 AAA AAA
Class M-1 Mezzanine July 25, 2011 AA N/A
Class M-2 Mezzanine July 25, 2011 A N/A
Class M-3 Mezzanine July 25, 2011 BBB N/A
Class B-1 Subordinate July 25, 2011 BB N/A
Class B-2 Subordinate July 25, 2011 B N/A
Class B-3 Subordinate July 25, 2011 N/A N/A
The Company may cause one or more additional classes of Class
A Certificates to be issued herein upon the terms set forth in
Section 5.01(c), each of which shall bear a numerical designation
immediately sequentially following the highest numerical designation
of the Class A Certificates previously issued, which evidence
ownership of specified Uncertificated REMIC Regular Interests, each
of which will have a variable Pass-Through Rate, will have no
Certificate Principal Balance and will have varying maturity dates
no later than July 25, 2026.
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $121,261,157.06. The Mortgage Loans are fixed-rate
mortgage loans having terms to maturity at origination or
modification of not more than 15 years.
In consideration of the mutual agreements herein contained,
the Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A Certificate (other than the
Class A-7 Certificates and any Variable Strip Certificates), any
Class M Certificate, any Class B Certificate or any Class R
Certificate, one month's interest accrued at the related
Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each
Distribution Date, as to any Variable Strip Certificates, one
month's interest at the related Pass-Through Rate on the Notional
Amount thereof. Accrued Certificate Interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months. In
each case Accrued Certificate Interest on any Class of Certificates
will be reduced by the amount of (i) Prepayment Interest Shortfalls
(to the extent not offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01), (ii) the
interest portion (adjusted to the Net Mortgage Rate) of Realized
Losses (including Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses) not allocated
solely to one or more specific Classes of Certificates pursuant to
Section 4.05, (iii) the interest portion of Advances previously made
with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of
such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses and (iv) any other interest shortfalls not
covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible
from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or
regulations as in effect from time to time, with all such reductions
allocated among all of the Certificates and to the Excess Spread in
proportion to their respective amounts of Accrued Certificate
Interest and the amount of Excess Spread payable on such
Distribution Date which would have resulted absent such reductions.
In addition to that portion of the reductions described in the
preceding sentence that are allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such
Class of Class M Certificates will be reduced by the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses that
are allocated solely to such Class of Class B Certificates or such
Class of Class M Certificates pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and
any date of determination, the Mortgage Rate borne by the related
Mortgage Note, less the rate at which the related Subservicing Fee
accrues.
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such first
Person. For the purposes of this definition, "control" means the
power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution
Date, the total of the amounts held in the Custodial Account at the
close of business on the preceding Determination Date on account of
(i) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments,
Mortgage Loan purchases made pursuant to Section 2.02, 2.03 or 2.04
and Mortgage Loan substitutions made pursuant to Section 2.03 or
2.04 received or made in the month of such Distribution Date (other
than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b))
and (ii) payments which represent early receipt of scheduled
payments of principal and interest due on a date or dates subsequent
to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of
(i) the appraised value of such Mortgaged Property based upon the
appraisal made at the time of the origination of the related
Mortgage Loan, and (ii) the sales price of the Mortgaged Property at
such time of origination, except in the case of a Mortgaged Property
securing a refinanced or modified Mortgage Loan as to which it is
either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or
modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of transfer
or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage Loan to the
Trustee for the benefit of Certificateholders, which assignment,
notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages secured by
Mortgaged Properties located in the same county, if permitted by law
and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of July 30, 1996, between Residential Funding
and the Company relating to the transfer and assignment of the
Mortgage Loans.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related Cooperative Lease
from the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date,
an amount equal to (a) the sum of (i) the amount relating to the
Mortgage Loans on deposit in the Custodial Account as of the close
of business on the immediately preceding Determination Date and
amounts deposited in the Custodial Account in connection with the
substitution of Qualified Substitute Mortgage Loans, (ii) the amount
of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account
pursuant to Section 3.12(a) and (iv) any amount deposited in the
Certificate Account pursuant to Section 4.07, reduced by (b) the sum
as of the close of business on the immediately preceding
Determination Date of (w) aggregate Foreclosure Profits, (x) the
Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in
respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an amount
equal to the excess, if any, of (A) $100,000 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05.
The Bankruptcy Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage
is reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency and (ii) provide a copy
of such written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however,
that neither a Deficient Valuation nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding
the related Mortgage Loan and either (A) the related Mortgage Loan
is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master
Servicer or a Subservicer, in either case without giving effect to
any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the
name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday
or (ii) a day on which banking institutions in the State of New
York, the State of Michigan, the State of California or the State of
Illinois (and such other state or states in which the Custodial
Account or the Certificate Account are at the time located) are
required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged Property, the Company or other source in order to enable
the Mortgagor to reduce the payments required to be made from the
Mortgagor's funds in the early years of a Mortgage Loan. Buydown
Funds are not part of the Trust Fund prior to deposit into the
Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is paid out of related Buydown Funds in
accordance with a related buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other
than a Mortgage Loan as to which an REO Acquisition occurred, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or cash
recoveries which the Master Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled
"The First National Bank of Chicago, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates and the Owner of the Excess
Spread, Series 1996-S17" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that
neither a Disqualified Organization nor a Non-United States Person
shall be a holder of a Class R Certificate for purposes hereof and,
solely for the purpose of giving any consent or direction pursuant
to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof shall be deemed
not to be outstanding and the Percentage Interest or Voting Rights
evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository
and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to
recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate, as
reflected on the books of an indirect participating brokerage firm
for which a Depository Participant acts as agent, if any, and
otherwise on the books of a Depository Participant, if any, and
otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A
Certificate (other than any Variable Strip 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. The
Variable Strip Certificates will have no Certificate Principal
Balance.
Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation.
Class A Certificate: Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6 Certificates or Class A-7
Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit A, each such Certificate evidencing an interest designated
as a "regular interest" in the REMIC for purposes of the REMIC
Provisions.
Class A-2 Companion Principal Component: With respect to the
Class A-2 Certificates, on any date of determination, an amount
equal to (i) $17,456,000 minus (ii) the sum of (x) the aggregate of
all amounts previously distributed with respect to the Class A-2
Certificates and applied to reduce the Class A-2 Companion Principal
Component pursuant to Section 4.02(b), and (y) the aggregate of all
reductions in the Class A-2 Companion Principal Component deemed to
have occurred in connection with Realized Losses which were
previously allocated to the Class A-2 Companion Principal Component
pursuant to Section 4.05.
Class A-2 PAC Principal Component: With respect to the Class
A-2 Certificates, on any date of determination, an amount equal to
(i) $8,550,000 minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to the Class A-2
Certificates and applied to reduce the Class A-2 PAC Principal
Component pursuant to Section 4.02(b), and (y) the aggregate of all
reductions in the Class A-2 PAC Principal Component deemed to have
occurred in connection with Realized Losses which were previously
allocated to the Class A-2 PAC Principal Component pursuant to
Section 4.05.
Class A-7 Collection Shortfall: With respect to the Final
Disposition of a Discount Mortgage Loan and any Distribution Date,
the excess of the amount described in Section 4.02(b)(i)(C)(1) over
the amount described in Section 4.02(b)(i)(C)(2).
Class A-7 Principal Distribution Amount: As defined in
Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates or Class B-3 Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially
in the form annexed hereto as Exhibit C and evidencing an interest
designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class B-1
Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to
such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal
to 1.00%.
Class B-2 Percentage: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class B-2
Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-2 Certificates and
Class B-3 Certificates immediately prior to such Distribution Date
divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.50%.
Class B-3 Percentage: With respect to any Distribution Date,
a fraction expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class B-3
Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all the Mortgage
Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates,
Class M-2 Certificates or Class M-3 Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially
in the form annexed hereto as Exhibit B and evidencing an interest
designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class M-1
Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class M-2
Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-2 Certificates, Class
M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and
Class B-3 Certificates immediately prior to such Distribution Date
divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 2.00%.
Class M-3 Percentage: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class M-3
Certificates immediately prior to such date and the denominator of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount fraction of each Discount Mortgage Loan) immediately prior
to such Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-3 Certificates, Class
B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is
greater than or equal to 1.50%.
Class R Certificate: Any one of the Class R Certificates.
Closing Date: July 30, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date,
an amount equal to Prepayment Interest Shortfalls resulting from
Principal Prepayments in Full during the related Prepayment Period,
but not more than the lesser of (a) one-twelfth of 0.125% of the
Stated Principal Balance of the Mortgage Loans immediately preceding
such Distribution Date and (b) the sum of the Servicing Fee, all
income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with
respect to such Distribution Date and servicing compensation to
which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi); provided that for purposes of this definition
the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence
of such Section.
Component: Either of the Class A-2 PAC Principal Component or
the Class A-2 Companion Principal Component.
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 One First
National Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention:
Residential Funding Corporation Series 1996-S17.
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: July 1, 1996.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off Date after giving
effect to all installments of principal due on or prior thereto,
whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by
a court of competent jurisdiction in a proceeding under the
Bankruptcy Code, except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under the Mortgage Loan, or any reduction in the amount of principal
to be paid in connection with any scheduled Monthly Payment that
constitutes a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository
for purposes of registering those Certificates that are to be
Book-Entry Certificates is Cede & Co. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York and a "clearing
agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of
which was permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date,
the 20th day (or if such 20th day is not a Business Day, the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage
Loan, the fraction expressed as a percentage, the numerator of which
is 7.25% minus the Net Mortgage Rate (or the initial Net Mortgage
Rate with respect to any Discount Mortgage Loans as to which the
Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage
Loan and the denominator of which is 7.25%. The Discount Fraction
with respect to each Discount Mortgage Loan is set forth on Exhibit
P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of less than 7.25%
per annum and any Mortgage Loan deemed to be a Discount Mortgage
Loan pursuant to the definition of Qualified Substitute Mortgage
Loan.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code,
which includes any of the following: (i) the United States, any
State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority
of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization, or
any agency or instrumentality of any of the foregoing, (iii) any
organization (other than certain farmers' cooperatives described in
Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest
in a Class R Certificate by such Person may cause 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).
Eligible Funds: On any Distribution Date means the portion,
if any, of the Available Distribution Amount remaining after
reduction by the sum of (i) the aggregate amount of Accrued
Certificate Interest on the Class A and Class R Certificates and the
Excess Spread, (ii) the Senior Principal Distribution Amount
(determined without regard to Section 4.02(a)(ii)(Y)(D) hereof),
(iii) the Class A-7 Principal Distribution Amount (determined
without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Spread: With respect to any Distribution Date, the
aggregate of one month's interest on the Stated Principal Balance of
each Mortgage Loan with respect to which the Company has not on or
prior to such Distribution Date issued a class of Variable Strip
Certificates representing ownership of the related Uncertificated
REMIC Regular Interest, at the applicable Spread Rate, with respect
to such Mortgage Loan calculated on the basis of a 360-day year
consisting of twelve 30-day months. Excess Spread on any
Distribution Date will be reduced by the interest shortfalls
described in clauses (i) through (iv) of the fourth sentence of the
definition of Accrued Certificate Interest, to the extent allocated
thereto pursuant to the provisions of such definition. The Excess
Spread will represent the entire beneficial ownership interest in
the Uncertificated REMIC Regular Interests.
Excess Subordinate Principal Amount: With respect to any
Distribution Date on which the Certificate Principal Balance of the
most subordinate class or classes of Certificates (as established in
Section 4.05 hereof) then outstanding is to be reduced to zero and
on which Realized Losses are to be allocated to such class or
classes, the excess, if any, of (i) the amount that would otherwise
be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any,
of the Certificate Principal Balance of such class or classes of
Certificates immediately prior to such Distribution Date over the
aggregate amount of Realized Losses to be allocated to such classes
of Certificates on such Distribution Date, as reduced by any such
amount that is included in Section 4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or
resulting in a loss which causes the liquidation of such Mortgage
Loan:
(a) losses that are of the type that would be covered
by the fidelity bond and the errors and omissions insurance
policy required to be maintained pursuant to Section 3.12(b)
but are in excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and whether such loss be direct or indirect,
proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or
war, including action in hindering, combatting or defending
against an actual, impending or expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any authority maintaining or
using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war,
usurped power or action taken by governmental authority in
hindering, combatting or defending against such an occurrence,
seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public
authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or
any successor thereto.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates will be made
pursuant to Section 9.01 which Final Distribution Date shall in no
event be later than the end of the 90-day liquidation period
described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
FNMA: Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any
successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of
all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property for which a Cash
Liquidation or REO Disposition occurred in the related Prepayment
Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition,
in accordance with Section 3.14) plus accrued and unpaid interest at
the Mortgage Rate on such unpaid principal balance from the Due Date
to which interest was last paid by the Mortgagor to the first day of
the month following the month in which such Cash Liquidation or REO
Disposition occurred.
Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an amount equal to: (Y) prior to the third anniversary
of the Cut-off Date an amount equal to 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the
Cut-off Date minus the aggregate amount of Fraud Losses allocated
solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the
Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud
Loss Amount as of the most recent anniversary of the Cut-off Date
and (b) 0.50% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section
4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of
the Cut-off Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage
is reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency and (ii) provide a copy
of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was
fraud in the origination of such Mortgage Loan.
Independent: When used with respect to any specified Person,
means such a Person who (i) is in fact independent of the Company,
the Master Servicer and the Trustee, or any Affiliate thereof, (ii)
does not have any direct financial interest or any material indirect
financial interest in the Company, the Master Servicer or the
Trustee or in an Affiliate thereof, and (iii) is not connected with
the Company, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.
Initial Certificate Principal Balance: With respect to each
Class of Certificates, the Certificate Principal Balance of such
Class of Certificates as of the Cut-off Date as set forth in the
Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans pursuant to any Primary Insurance Policy or any other related
insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, any
Subservicer, the Master Servicer or the Trustee and are not applied
to the restoration of the related Mortgaged Property or released to
the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own
account.
Insurer: Any named insurer under any Primary Insurance Policy
or any successor thereto or the named insurer in any replacement
policy.
Late Collections: With respect to any Mortgage Loan, all
amounts received during any Due Period, whether as late payments of
Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds)
received by the Master Servicer in connection with the taking of an
entire Mortgaged Property by exercise of the power of eminent domain
or condemnation or in connection with the liquidation of a defaulted
Mortgage Loan through trustee's sale, foreclosure sale or otherwise,
other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed
as a percentage, the numerator of which is the current principal
balance of the related Mortgage Loan at the date of determination
and the denominator of which is the Appraised Value of the related
Mortgaged Property.
Lockout Distribution Percentage: As of any Distribution Date
occurring prior to the Distribution Date in August 2001, 0%. As of
any Distribution Date occurring after the first five years following
the Closing Date as follows: for any Distribution Date during the
sixth year after the Closing Date, 30%; for any Distribution Date
during the seventh year after the Closing Date, 40%; for any
Distribution Date during the eighth year after the Closing Date,
60%; for any Distribution Date during the ninth year after the
Closing Date, 80%; and for any Distribution Date thereafter, 100%.
Maturity Date: With respect to (i) a Class of Certificates
(other than the Variable Strip Certificates which have no
Certificate Principal Balance) representing a regular interest in
the Trust Fund or (ii) an Uncertificated REMIC Regular Interest, the
latest possible maturity date, solely for purposes of Section
1.860G-A(1)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance or Uncertificated Notional Amount,
respectively, thereof would be reduced to zero. The latest possible
Maturity Date for each Uncertificated REMIC Regular Interest is the
Distribution Date immediately following the latest scheduled
maturity date for the related Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including
any REO Property) and any Due Date, the payment of principal and
interest due thereon in accordance with the amortization schedule at
the time applicable thereto (after adjustment, if any, for
curtailments and for Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule by
reason of any bankruptcy, other than a Deficient Valuation, or
similar proceeding or any moratorium or similar waiver or grace
period).
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan which is not a Cooperative Loan, the mortgage, deed of
trust or other comparable instrument creating a first lien on an
estate in fee simple or leasehold interest in real property securing
a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans
attached hereto as Exhibit F (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans), which
list shall set forth at a minimum the following information as to
each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information requested.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund, the
Mortgage Loans originally so held being identified in the initial
Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held
or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease and Mortgage File
and all rights appertaining thereto, and (ii) with respect to each
Mortgage Loan other than a Cooperative Loan, each related Mortgage
Note, Mortgage and Mortgage File and all rights appertaining
thereto.
Mortgage Note: The originally executed note or other evidence
of indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan, together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate
of interest equal to the Adjusted Mortgage Rate less the per annum
rate at which the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured by second or vacation residences, or by non-owner occupied
residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or
proposed to be made by the Master Servicer in respect of a Mortgage
Loan (other than a Deleted Mortgage Loan) which, in the good faith
judgment of the Master Servicer, will not, or, in the case of a
proposed Advance, would not, be ultimately recoverable by the Master
Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the
Master Servicer pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is not subject to a Subservicing
Agreement.
Notional Amount: As of any Distribution Date, with respect to
any class of Variable Strip Certificates, the aggregate Stated
Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class of
Variable Strip Certificates.
Officers' Certificate: A certificate signed by the Chairman
of the Board, the President or a Vice President or Assistant Vice
President, or a Director or Managing Director, and by the Treasurer,
the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Company or the Master Servicer, as the case may
be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable
to the Trustee and the Master Servicer, who may be counsel for the
Company or the Master Servicer, provided that any opinion of counsel
(i) referred to in the definition of "Permitted Transferee" or (ii)
relating to the qualification of the Trust Fund as a REMIC or
compliance with the REMIC Provisions must, unless otherwise
specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a
percentage, the numerator of which is the aggregate Initial
Certificate Principal Balance of the Class A Certificates (excluding
the Certificate Principal Balance of the Class A-7 Certificates) and
Class R Certificates and the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans (other than the
related Discount Fraction of the Discount Mortgage Loans), which is
approximately 96.75% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage
Loan (including an REO Property) which was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition
and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Owner or Holder: With respect to the Excess Spread,
Residential Funding, as the owner of all right, title and interest
in and to the Excess Spread. Solely for the purpose of giving any
consent or direction pursuant to this Agreement, as long as
Residential Funding or any Affiliate thereof is Master Servicer and
the Excess Spread remains uncertificated, the Voting Rights
evidenced thereby shall not be taken into account in determining
whether the requisite amount of Voting Rights necessary to effect
any such consent or direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in
such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner
or as pledgee.
PAC Certificate: Any one of the Class A-1, Class A-3 and
Class A-4 Certificates.
PAC Principal Amount: As defined in Section 4.02(b).
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-7 Certificates and any Variable Strip
Certificates), Class M Certificates, Class B Certificates and Class
R Certificates and any Distribution Date, the per annum rate set
forth in the Preliminary Statement hereto. With respect to any
Class of Variable Strip Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of
the Spread Rates of all Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class of
Variable Strip Certificates as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted
on the basis of the respective Stated Principal Balances of such
Mortgage Loans, which Stated Principal Balances shall be the Stated
Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect
to distributions thereon allocable to principal to the Holders of
the Certificates. The Class A-7 Certificates have no Pass-Through
Rate and are not entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any
successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other
than a Class R Certificate), the undivided percentage ownership
interest in the related Class evidenced by such Certificate, which
percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate
Initial Certificate Principal Balance of all of the Certificates of
the same Class. With respect to a Class R Certificate, the interest
in distributions to be made with respect to such Class evidenced
thereby, expressed as a percentage, as stated on the face of each
such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or instrumentality
thereof when such obligations are backed by the full faith and
credit of the United States;
(ii) repurchase agreements on obligations specified
in clause (i) maturing not more than one month from the date
of acquisition thereof, provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in its
highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall
each have an original maturity of not more than 90 days and,
in the case of bankers' acceptances, shall in no event have an
original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States
dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt
obligations of such depository institution or trust company
(or, if the only Rating Agency is Standard & Poor's, in the
case of the principal depository institution in a depository
institution holding company, debt obligations of the
depository institution holding company) at the date of
acquisition thereof have been rated by each Rating Agency in
its highest short-term rating available; and provided further
that, if the only Rating Agency is Standard & Poor's and if
the depository or trust company is a principal subsidiary of
a bank holding company and the debt obligations of such
subsidiary are not separately rated, the applicable rating
shall be that of the bank holding company; and, provided
further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the
short-term rating of such institution shall be A-1+ in the
case of Standard & Poor's if Standard & Poor's is the Rating
Agency;
(iv) commercial paper (having original maturities of
not more than 365 days) of any corporation incorporated under
the laws of the United States or any state thereof which on
the date of acquisition has been rated by each Rating Agency
in its highest short-term rating available; provided that such
commercial paper shall have a remaining maturity of not more
than 30 days;
(v) a money market fund or a qualified investment
fund rated by each Rating Agency in its highest long-term
rating available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted Investment
hereunder and will not reduce the rating assigned to any Class
of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if
it represents, either (1) the right to receive only interest
payments with respect to the underlying debt instrument or (2) the
right to receive both principal and interest payments derived from
obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such
underlying obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in the case of
Standard & Poor's and Fitch and Aaa in the case of Moody's, and
references herein to the highest rating available on unsecured
commercial paper and short-term debt obligations shall mean A-1 in
the case of Standard & Poor's, P-1 in the case of Moody's and either
A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case
of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
Planned Principal Balance: With respect to each Class of PAC
Certificates, the Class A-2 PAC Principal Component and each
Distribution Date, the amount set forth for such Class or such Class
A-2 PAC Principal Component on such Distribution Date on Exhibit Q
hereto.
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 200% of the
standard prepayment assumption, used for determining the accrual of
original issue discount and market discount and premium on the
Certificates for federal income tax purposes. The standard
prepayment assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then outstanding principal
balance of such mortgage loans in the first month of the life of the
mortgage loans, increasing by an additional 0.2% per annum in each
succeeding month until the thirtieth month, and a constant 6% per
annum rate of prepayment thereafter for the life of the mortgage
loans.
Prepayment Distribution Percentage: With respect to any
Distribution Date and each Class of Class M Certificates and Class
B Certificates, under the applicable circumstances set forth below,
the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date
in August 2001 (unless the Certificate Principal
Balances of the Class A Certificates, other than the
Class A-7 Certificates, have been reduced to zero), in
the case of each Class of Class M Certificates and each
Class of Class B Certificates, 0%.
(ii) For any Distribution Date on which any Class of Class M
or Class B Certificates are outstanding not discussed in
clause (i) above:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest numerical
designation, or in the event the Class M Certificates
are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates
and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of
which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances
immediately prior to such date of (1) the Class of Class
M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest
numerical designation and (2) all other Classes of Class
M Certificates and Class B Certificates for which the
respective Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or
Classes of Class M Certificates and Class B Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class shall be
reduced to a level that, when applied as described above, would
exactly reduce the Certificate Principal Balance of such Class to
zero; (b) the Prepayment Distribution Percentage of each other Class
of Class M Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a)
of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class shall
be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each Maturing
Class had not been reduced to zero, plus (2) the related Adjustment
Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger,
Class B-1 Prepayment Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date
and any Mortgage Loan (other than a Mortgage Loan relating to an REO
Property) that was the subject of (a) a Principal Prepayment in Full
during the related Prepayment Period, an amount equal to the excess
of one month's interest at the Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan over the amount of interest
(adjusted to the Net Mortgage Rate) paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in Full
or (b) a Curtailment during the prior calendar month, an amount
equal to one month's interest at the Net Mortgage Rate on the amount
of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar
month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to in
Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the
form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not accompanied
by an amount as to interest representing scheduled interest on such
payment due on any date or dates in any month or months subsequent
to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase and
conduit servicing program and all supplements and amendments thereto
published by Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be purchased on any date pursuant to Section
2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of
the Stated Principal Balance thereof plus the principal portion of
any related unreimbursed Advances and (ii) unpaid accrued interest
at the Adjusted Mortgage Rate (or at the Net Mortgage Rate in the
case of a purchase made by the Master Servicer) on the Stated
Principal Balance thereof to the first day of the month following
the month of purchase from the Due Date to which interest was last
paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee, (i)
have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding
principal balance, after such deduction), not in excess of the
Stated Principal Balance of the Deleted Mortgage Loan (the amount of
any shortfall to be deposited by Residential Funding in the
Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more
than 1% per annum higher than the Mortgage Rate and Net Mortgage
Rate, respectively, of the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted Mortgage Loan at the
time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 2.03 and 2.04 hereof and Section 4 of
the Assignment Agreement; and (vi) have a Spread Rate equal to or
greater than that of the Deleted Mortgage Loan. Notwithstanding any
other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to
have a Discount Fraction equal to the Discount Fraction of the
Deleted Mortgage Loan and (y) in the event that the "Spread Rate" of
any Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Spread Rate" is greater than the Spread Rate of the
related Deleted Mortgage Loan (i) the Spread Rate of such Qualified
Substitute Mortgage Loan shall be equal to the Spread Rate of the
related Deleted Mortgage Loan for purposes of calculating the Excess
Spread on Accrued Certificate Interest or any Class of Variable
Strip Certificates and (ii) the excess of the Spread Rate on such
Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Spread Rate" over the Spread Rate on the related
Deleted Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Standard & Poor's with respect to
the Senior Certificates and Standard & Poor's with respect to the
Class M, Class B-1 and Class B-2 Certificates. If either agency or
a successor is no longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable Person,
designated by the Company, notice of which designation shall be
given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has
occurred, an amount (not less than zero) equal to (i) the Stated
Principal Balance of the Mortgage Loan (or REO Property) as of the
date of Cash Liquidation or REO Disposition, plus (ii) interest (and
REO Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders and the Owner of the Excess Spread up to the last
day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or
REO Property) outstanding during each Due Period that such interest
was not paid or advanced, minus (iii) the proceeds, if any, received
during the month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Mortgage Loan, net of the
portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or expenses as to which
the Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed. With
respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced
by the Deficient Valuation. With respect to each Mortgage Loan
which has become the object of a Debt Service Reduction, the amount
of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the
close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a
Class R Certificate.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If
Residential Funding Corporation is found by a court of competent
jurisdiction to no longer be able to fulfill its obligations as
REMIC Administrator under this Agreement the Master Servicer or
Trustee acting as Master Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of Subchapter M of Chapter 1 of the
Code, and related provisions, and temporary and final regulations
(or, to the extent not inconsistent with such temporary or final
regulations, proposed regulations) and published rulings, notices
and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of the Trustee for the benefit of the Certificateholders and
the Owner of the Excess Spread of any REO Property pursuant to
Section 3.14.
REO Disposition: As to any REO Property, a determination by
the Master Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries
(including proceeds of a final sale) which the Master Servicer
expects to be finally recoverable from the sale or other disposition
of the REO Property.
REO Imputed Interest: As to any REO Property, for any period,
an amount equivalent to interest (at the Net Mortgage Rate that
would have been applicable to the related Mortgage Loan had it been
outstanding) on the unpaid principal balance of the Mortgage Loan as
of the date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect
of any REO Property (including, without limitation, proceeds from
the rental of the related Mortgaged Property) which proceeds are
required to be deposited into the Custodial Account only upon the
related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed in lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage Loan,
any insurance policy which is required to be maintained from time to
time under this Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee,
any officer of the Corporate Trust Department of the Trustee,
including any Senior Vice President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust Officer
or Assistant Trust Officer, or any other officer of the Trustee
customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a
particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting forth
the Discount Fractions with respect to the Discount Mortgage Loans,
attached hereto as Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator in
the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to such
Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale
of Mortgage Loans generally in the form of the Seller Contract
referred to or contained in the Program Guide, or in such other form
as has been approved by the Master Servicer and the Company, each
containing representations and warranties in respect of one or more
Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to
any Distribution Date, the percentage indicated below:
Distribution Date
Senior Accelerated
Distribution Percentage
August 1996 through
July 2001. . . . . . . . . . . . . . . . . . . . . . .
100%
August 2001 through
July 2002. . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 70% of the
Subordinate Percentage
August 2002 through
July 2003. . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 60% of the
Subordinate Percentage
August 2003 through
July 2004. . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 40% of the
Subordinate Percentage
August 2004 through
July 2005. . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 20% of the
Subordinate Percentage
August 2005 and
thereafter . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior
Accelerated Distribution Percentage described above shall not occur
as of any Distribution Date unless either (a)(1)(X) the outstanding
principal balance of the Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of the aggregate
outstanding Certificate Principal Balance of the Class M and Class
B Certificates, is less than 50% or (Y) the outstanding principal
balance of Mortgage Loans delinquent 60 days or more averaged over
the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date if occurring during the
sixth, seventh, eighth, ninth or tenth year (or any year thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal
Balances of the Class M Certificates and Class B Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans to date for such
Distribution Date are less than 10% of the sum of the Initial
Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the
Senior Percentage is greater than the Original Senior Percentage,
the Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%. Notwithstanding the foregoing, upon the
reduction of the aggregate Certificate Principal Balance of the
Senior Certificates (other than the Certificate Principal Balance of
the Class A-7 Certificates) to zero, the Senior Accelerated
Distribution Percentage shall thereafter be 0%.
Senior Certificates: Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class R
Certificates.
Senior Percentage: As of any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Senior
Certificates (other than the Certificate Principal Balance of the
Class A-7 Certificates) immediately prior to such Distribution Date
and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution
Amount remaining after the distribution of all amounts required to
be distributed pursuant to Section 4.02(a)(i) and (ii)(X) and (b)
the sum of the amounts required to be distributed to the Class A
Certificateholders and Class R Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), 4.02(a), (xvi)
and (xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a
default, delinquency or other unanticipated event by the Master
Servicer in the performance of its servicing obligations, including,
but not limited to, the cost of (i) the preservation, restoration
and protection of a Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management
and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including,
if the Master Servicer or any Affiliate of the Master Servicer
provides services such as appraisals and brokerage services that are
customarily provided by Persons other than servicers of mortgage
loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master Servicer in
respect of master servicing compensation that accrues at an annual
rate designated on the Mortgage Loan Schedule as the "MSTR SERV FEE"
for such Mortgage Loan, as may be adjusted with respect to successor
Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing of
the Mortgage Loans whose name and specimen signature appear on a
list of servicing officers furnished to the Trustee by the Master
Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an amount
equal to $606,306 minus the sum of (i) the aggregate amount of
Special Hazard Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 and (ii) the
Adjustment Amount (as defined below) as most recently calculated.
For each anniversary of the Cut-off Date, the Adjustment Amount
shall be equal to the amount, if any, by which the amount calculated
in accordance with the preceding sentence (without giving effect to
the deduction of the Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding
principal balance of the Mortgage Loan in the Trust Fund which has
the largest outstanding principal balance on the Distribution Date
immediately preceding such anniversary, (ii) the product of 1.00%
multiplied by the outstanding principal balance of all Mortgage
Loans on the Distribution Date immediately preceding such
anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Mortgage
Loans in any single five-digit California zip code area with the
largest amount of Mortgage Loans by aggregate principal balance as
of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage
Loans on the Distribution Date immediately preceding such
anniversary multiplied by a fraction, the numerator of which is
equal to the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the
Mortgage Loans, expressed as a percentage, and the denominator of
which is equal to 24.1% (which percentage is equal to the percentage
of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property
located in the State of California.
The Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is
reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency and (ii) provide a copy
of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the
cost of the lesser of repair or replacement of a Mortgaged Property
suffered by such Mortgaged Property on account of direct physical
loss, exclusive of (i) any loss of a type covered by a hazard policy
or a flood insurance policy required to be maintained in respect of
such Mortgaged Property pursuant to Section 3.12(a), except to the
extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Spread Rate: With respect to each Mortgage Loan, a per annum
rate equal to the excess of (a) the Net Mortgage Rate of such
Mortgage Loan over (b) 7.25% per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property, at any given time, (i) the Cut-off Date
Principal Balance of the Mortgage Loan, minus (ii) the sum of (a)
the principal portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due Period ending
prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to
the extent applied by the Master Servicer as recoveries of principal
in accordance with Section 3.14 with respect to such Mortgage Loan
or REO Property, in each case which were distributed pursuant to
Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100%
minus the Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to
any Distribution Date and each Class of Class M Certificates and
Class B Certificates, (a) the sum of (i) the product of (x) the
related Class M Percentage or Class B Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution
Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A);
(ii) such Class's pro rata share, based on the Certificate Principal
Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections
described in Section 4.02(a)(ii)(Y)(B)(b) to the extent such
collections are not otherwise distributed to the Class A
Certificates and Class R Certificates; (iii) the product of (x) the
related Prepayment Distribution Percentage and (y) the aggregate of
all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction
of such Principal Payments in Full and Curtailments with respect to
a Discount Mortgage Loans) to the extent not payable to the Class A
Certificates and Class R Certificates; (iv) if such Class is the
most senior Class of Certificates then outstanding (as established
in Section 4.05 hereof), any Excess Subordinate Principal Amount for
such Distribution Date; and (v) any amounts described in clauses
(i), (ii) and (iii) as determined for any previous Distribution
Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a
subordinate Class of Class M or Class B Certificates minus (b) any
Excess Subordinate Principal Amount not payable to such Class on
such Distribution Date pursuant to the definition thereof; provided,
however, that such amount shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has
entered into a Subservicing Agreement and who generally satisfied
the requirements set forth in the Program Guide in respect of the
qualification of a Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal
and interest on a Mortgage Loan which is advanced by the related
Subservicer (net of its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account: An account established by a Subservicer
in accordance with Section 3.08.
Subservicing Agreement: The written contract between the
Master Servicer and any Subservicer relating to servicing and
administration of certain Mortgage Loans as provided in Section
3.02, generally in the form of the servicer contract referred to or
contained in the Program Guide or in such other form as has been
approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable
monthly to the related Subservicer (or, in the case of a
Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of
subservicing and other compensation that accrues at an annual rate
equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage
Loan Schedule as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income Tax Return, including Schedule Q thereto, Quarterly
Notice to Residual Interest Holders of REMIC Taxable Income or Net
Loss Allocation, or any successor forms, to be filed on behalf of
the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any
other governmental taxing authority under any applicable provisions
of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership Interest
in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date as shall be on deposit in
the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders and the
Owner of the Excess Spread by foreclosure or deed in lieu
of foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof.
Uncertificated REMIC Regular Interests: The 309
uncertificated partial undivided beneficial ownership interests in
the Trust Fund numbered sequentially from 1 through 309, each
relating to the particular Mortgage Loan identified by such
sequential number on the Mortgage Loan Schedule, each having no
principal balance, and each bearing interest at the respective
Spread Rate on the aggregate Stated Principal Balance of the related
Mortgage Loan.
Uniform Single Attestation Program for Mortgage Bankers: The
Uniform Single Attestation Program for Mortgage Bankers, as
published by the Mortgage Bankers Association of America and
effective with respect to fiscal periods ending on or after December
15, 1995.
Uninsured Cause: Any cause of damage to property subject to
a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross income
for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United
States.
Variable Strip Certificates: Any one of any Class of Class A
Certificates issued in accordance with Section 5.01(c).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 98.0% of all of
the Voting Rights shall be allocated among Holders of Certificates,
respectively, other than the Class R Certificates, in proportion to
the outstanding Certificate Principal Balances of their respective
Certificates; and the Holders of the Class R Certificates shall be
entitled to 1.0% of all of the Voting Rights, allocated among the
Certificates of each such Class in accordance with their respective
Percentage Interests and the Owner of the Excess Spread and Holders
of the Variable Strip Certificates collectively shall be entitled to
1.0% of all the Voting Rights, allocated to the Owner of Excess
Spread and each Class of Variable Strip Certificates in proportion
to the amount of Accrued Certificate Interest or amount of Excess
Spread as of the immediately preceding Distribution Date, and
allocated among the Certificates of each Class of Variable Strip
Certificates in accordance with their respective Percentage
Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and
delivery hereof, does hereby assign to the Trustee without recourse
all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received on or
with respect to the Mortgage Loans after the Cut-off Date (other
than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth
in Section 2.01(c) below, the Company does hereby deliver to, and
deposit with, the Trustee, or to and with one or more Custodians, as
the duly appointed agent or agents of the Trustee for such purpose,
the following documents or instruments (or copies thereof as
permitted by this Section) (I) with respect to each Mortgage Loan so
assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of endorsements from the originator thereof to the
Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from
the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the
public recording office in which such Mortgage has been
recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy
of such assignment certified by the public recording office in
which such assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee
or a copy of such assignment or assignments of the Mortgage
certified by the public recording office in which such
assignment or assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement certified by the public
recording office in which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of endorsements from the originator thereof to the
Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from
the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an
unbroken chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to
the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement,
and any continuation statements, filed by the originator of
such Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee,
each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement referenced in
clause (iv) above, showing an unbroken chain of title from the
originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and
the Trustee as assignee and an executed UCC-1 financing
statement showing the Company as debtor and the Trustee as
secured party, each in a form sufficient for filing,
evidencing the interest of such debtors in the Cooperative
Loans.
(c) The Company may, in lieu of delivering the documents set
forth in Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii),
(iv), (vii), (ix) and (x) to the Trustee or the Custodian or
Custodians, deliver such documents to the Master Servicer, and the
Master Servicer shall hold such documents in trust for the use and
benefit of all present and future Certificateholders and the Owner
of Excess Spread until such time as is set forth below. Within ten
Business Days following the earlier of (i) the receipt of the
original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii),
(ix) and (x) (or copies thereof as permitted by such Section) for
any Mortgage Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of the Mortgage
Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the
Custodian or Custodians that are the duly appointed agent or agents
of the Trustee.
On the Closing Date, the Master Servicer shall certify that it
has in its possession an original or copy of each of the documents
referred to in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) which has been delivered to
it by the Company. Every six months after the Closing Date, for so
long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if
it is one of the Rating Agencies, (ii) the Trustee and (iii) each
Custodian a report setting forth the status of the documents which
it is holding.
(d) In the event that in connection with any Mortgage Loan
the Company cannot deliver the Mortgage, any assignment,
modification, assumption agreement or preferred loan agreement (or
copy thereof certified by the public recording office) with evidence
of recording thereon concurrently with the execution and delivery of
this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement as the case may be,
has been delivered for recordation, the Company shall deliver or
cause to be delivered to the Trustee or the respective Custodian a
true and correct photocopy of such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in states
where, in the opinion of counsel acceptable to the Trustee and the
Master Servicer, such recording is not required to protect the
Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company
or the originator of such Mortgage Loan and shall promptly cause to
be filed the Form UCC-3 assignment and UCC-1 financing statement
referred to in clause (II)(vii) and (x), respectively, of Section
2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as
applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute
Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such
defect, as the case may be, and cause such Assignment to be recorded
in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective
Custodian such Mortgage or assignment or Form UCC-3 or Form UCC-1,
as applicable, (or copy thereof certified by the public recording
office) with evidence of recording indicated thereon upon receipt
thereof from the public recording office or from the related
Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely
continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related
Cooperative Apartment is located outside of the State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v)
and (II)(vi) and (vii) and that may be delivered as a copy rather
than the original may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to
the Trustee of the Mortgage Loans as provided for in this Section
2.01 be construed as a sale by the Company to the Trustee of the
Mortgage Loans for the benefit of the Certificateholders and the
Owner of the Excess Spread. Further, it is not intended that any
such conveyance be deemed to be a pledge of the Mortgage Loans by
the Company to the Trustee to secure a debt or other obligation of
the Company. However, in the event that the Mortgage Loans are held
to be property of the Company or of Residential Funding, or if for
any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code
and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in Sections 2.01 and
2.06 shall be deemed to be (1) a grant by the Company to the Trustee
of a security interest in all of the Company's right (including the
power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans,
including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease, any insurance
policies and all other documents in the related Mortgage File and
(ii) with respect to each Mortgage Loan other than a Cooperative
Loan, the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B)
all amounts payable pursuant to the Mortgage Loans in accordance
with the terms thereof and (C) any and all general intangibles
consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of any
security interest in any and all of Residential Funding's right
(including the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B) and (C) granted by
Residential Funding to the Company pursuant to the Assignment
Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of
property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest
pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including,
without limitation, Section 9-305, 8-313 or 8-321 thereof); and (d)
notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall
be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such
security interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to
ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the other property described
above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without
limiting the generality of the foregoing, the Company shall prepare
and deliver to the Trustee not less than 15 days prior to any filing
date and, the Trustee shall forward for filing, or shall cause to be
forwarded for filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien
on the Mortgage Loans as evidenced by an Officer's Certificate of
the Company, including without limitation (x) continuation
statements, and (y) such other statements as may be occasioned by
(1) any change of name of Residential Funding, the Company or the
Trustee (such preparation and filing shall be at the expense of the
Trustee, if occasioned by a change in the Trustee's name), (2) any
change of location of the place of business or the chief executive
office of Residential Funding or the Company, (3) any transfer of
any interest of Residential Funding or the Company in any Mortgage
Loan or (4) any transfer of any interest of Residential Funding of
the Company in any Uncertificated REMIC Regular Interest.
(f) The Master Servicer hereby acknowledges the receipt by
it of cash in an amount equal to $199,301 (the "Initial Monthly
Payment Fund"), representing scheduled principal amortization and
interest at the Net Mortgage Rate for the Due Date in June 1996, for
those Mortgage Loans for which the Trustee will not be entitled to
receive such payment. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such
Initial Monthly Payment Fund in the Available Distribution Amount
for the Distribution Date in June 1996. Notwithstanding anything
herein to the contrary, the Initial Monthly Payment Fund shall not
be an asset of the REMIC. To the extent that the Initial Monthly
Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset
of the REMIC, (2) it shall be owned by the Seller and (3) amounts
transferred by the REMIC to the Initial Monthly Payment Fund shall
be treated as transferred to the Seller or any successor, all within
the meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a
receipt or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of
the documents referred to in Section 2.01(b)(i) through (iii) above
(except that for purposes of such acknowledgement only, a Mortgage
Note may be endorsed in blank and an Assignment of Mortgage may be
in blank) and declares that it, or a Custodian as its agent, holds
and will hold such documents and the other documents constituting a
part of the Mortgage Files delivered to it, or a Custodian as its
agent, in trust for the use and benefit of all present and future
Certificateholders and the Owner of the Excess Spread. The Trustee
or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders and the
Owner of the Excess Spread, to review each Mortgage File delivered
to it pursuant to Section 2.01(b) within 45 days after the Closing
Date to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and that
such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to
it. Upon delivery of the Mortgage Files by the Company or the
Master Servicer, the Trustee shall acknowledge receipt (or, with
respect to Mortgage Loans subject to a Custodial Agreement, and
based solely upon a receipt or certification executed by the
Custodian, receipt by the respective Custodian as the duly appointed
agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees to review each
Mortgage File delivered to it pursuant to Section 2.01(c) within 45
days after receipt thereof to ascertain that all documents required
to be delivered pursuant to such Section have been received, and
that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to
it.
If the Custodian, as the Trustee's agent, finds any document
or documents constituting a part of a Mortgage File to be missing or
defective in any material respect, the Trustee shall promptly so
notify the Master Servicer and the Company. Pursuant to Section 2.3
of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect
found by it in respect of any Mortgage File held by it. The Master
Servicer shall promptly notify the related Subservicer or Seller of
such omission or defect and request that such Subservicer or Seller
correct or cure such omission or defect within 60 days from the date
the Master Servicer was notified of such omission or defect and, if
such Subservicer or Seller does not correct or cure such omission or
defect within such period, that such Subservicer or Seller purchase
such Mortgage Loan from the Trust Fund at its Purchase Price, in
either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission
or defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or repurchase must occur within 90 days from the date
such breach was discovered. The Purchase Price for any such
Mortgage Loan, whether purchased by the Seller or the Subservicer,
shall be deposited or caused to be deposited by the Master Servicer
in the Custodial Account maintained by it pursuant to Section 3.07
and, upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee or any Custodian,
as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Master
Servicer, in each case without recourse, as shall be necessary to
vest in the Seller or its designee or the Subservicer or its
designee, as the case may be, any Mortgage Loan released pursuant
hereto and thereafter such Mortgage Loan shall not be part of the
Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material defect in or
omission of a constituent document exists shall constitute the sole
remedy respecting such defect or omission available to
Certificateholders and the Owner of the Excess Spread or the Trustee
on behalf of the Certificateholders or such Owner.
Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to
the Trustee for the benefit of the Certificateholders and the Owner
of the Excess Spread that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance
with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability
of each Mortgage Loan in accordance with the terms of this
Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the
terms of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a default
(or an event which, with notice or lapse of time, or both,
would constitute a material default) under, or result in the
material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which
may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the
Master Servicer, enforceable against it in accordance with the
terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect
to any order or decree of any court or any order, regulation
or demand of any Federal, state, municipal or governmental
agency, which default might have consequences that would
materially and adversely affect the condition (financial or
other) or operations of the Master Servicer or its properties
or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the
Master Servicer's knowledge, threatened against the Master
Servicer which would prohibit its entering into this Agreement
or performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each
Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any
untrue statement of a material fact or omit a material fact
necessary to make the information, certificate, statement or
report not misleading; and
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will
be familiar with the terms thereof. The terms of each
existing Subservicing Agreement and each designated
Subservicer are acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the provisions of
Section 3.02.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the
respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and
adversely affects the interests of the Certificateholders and the
Owner of the Excess Spread in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its receipt of
notice of such breach, the Master Servicer shall either (i) cure
such breach in all material respects or (ii) to the extent that such
breach is with respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that if
the omission or defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to
cure such breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders and the Owner of the Excess
Spread or the Trustee on behalf of the Certificateholders and such
Owner.
(b) The Company hereby represents and warrants to the
Trustee for the benefit of Certificateholders and the Owner of the
Excess Spread that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of principal and interest as of the Cut-off Date and
no Mortgage Loan has been so delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the
case may be, is true and correct in all material respects at
the date or dates respecting which such information is
furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first
day of each month and terms to maturity at origination or
modification of not more than 15 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance Policy
that insures (a) at least 25% of the principal balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is
between 95.00% and 90.01%, (b) at least 12% of such balance if
the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c)
at least 6% of such balance if the Loan-to-Value Ratio is
between 85.00% and 80.01%. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force
and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 1.0% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in
California, no more than 1.1% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code
area outside California, and no more than 0.63% 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 20.4% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would not be an
investor property as of the date of origination of such
Mortgage Loan. No Mortgagor is a corporation or a
partnership;
(xi) None of the Mortgage Loans were Buydown Mortgage
Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code) in
a cooperative housing corporation (as defined in Section 216
of the Code);
(xv) With respect to each Mortgage Loan originated under
a "streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller
has represented that either (a) the value of the related
Mortgaged Property as of the date the Mortgage Loan was
originated was not less than the appraised value of such
property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of
the date of origination of the Mortgage Loan generally meets
the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
and
(xvii) Four of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the
respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations
and warranties set forth in this Section 2.03(b) which materially
and adversely affects the interests of the Certificateholders and
the Owner of the Excess Spread in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial
Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(xii), the
party discovering such breach shall give such notice within five
days of discovery. Within 90 days of its discovery or its receipt
of notice of breach, the Company shall either (i) cure such breach
in all material respects or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner set forth in
Section 2.02; provided that the Company shall have the option to
substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following
the Closing Date; provided that if the omission or defect would
cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was
discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed
that the obligation of the Company to cure such breach or to so
purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders
and the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner. Notwithstanding the foregoing,
the Company shall not be required to cure breaches or purchase or
substitute for Mortgage Loans as provided in this Section 2.03(b) if
the substance of the breach of a representation set forth above also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the
Assignment Agreement, hereby assigns to the Trustee for the benefit
of Certificateholders and the Owner of the Excess Spread all of its
right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as
the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any remedies
provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the
Master Servicer on behalf of the Trustee and the Certificateholders
and the Owner of the Excess Spread. Upon the discovery by the
Company, the Master Servicer, the Trustee or any Custodian of a
breach of any of the representations and warranties made in a
Seller's Agreement or the Assignment Agreement (which, for purposes
hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of
any Mortgage Loan which materially and adversely affects the
interests of the Certificateholders and the Owner of the Excess
Spread in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). The Master
Servicer shall promptly notify the related Seller or Residential
Funding, as the case may be, of such breach and request that such
Seller or Residential Funding, as the case may be, either (i) cure
such breach in all material respects within 90 days from the date
the Master Servicer was notified of such breach or (ii) purchase
such Mortgage Loan from the Trust Fund at the Purchase Price and in
the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall
have the option to substitute a Qualified Substitute Mortgage Loan
or Loans for such Mortgage Loan if such substitution occurs within
two years following the Closing Date; provided that if the breach
would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the
breach was discovered. In the event that Residential Funding elects
to substitute a Qualified Substitute Mortgage Loan or Loans for a
Deleted Mortgage Loan pursuant to this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of the
Certificateholders and the Owner of the Excess Spread with respect
to such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as
required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in
the month of substitution shall not be part of the Trust Fund and
will be retained by the Master Servicer and remitted by the Master
Servicer to Residential Funding on the next succeeding Distribution
Date. For the month of substitution, distributions to the
Certificateholders and the Owner of the Excess Spread will include
the Monthly Payment due on a Deleted Mortgage Loan for such month
and thereafter Residential Funding shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The
Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage
Loan, the Schedule of Discount Fractions, for the benefit of the
Certificateholders and the Owner of the Excess Spread to reflect the
removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer
shall deliver the amended Mortgage Loan Schedule, and, if the
Deleted Mortgage Loan was a Discount Loan, the amended Schedule of
Discount Fractions, to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the
terms of this Agreement and the related Subservicing Agreement in
all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in the related Seller's Agreement
as of the date of substitution, and the Company and the Master
Servicer shall be deemed to have made with respect to any Qualified
Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the
Assignment Agreement, and the Master Servicer shall be obligated to
repurchase or substitute for any Qualified Substitute Mortgage Loan
as to which a Repurchase Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Master Servicer will determine the amount (if any) by which the
aggregate principal balance of all such Qualified Substitute
Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (in each case after application of the principal portion of
the Monthly Payments due in the month of substitution that are to be
distributed to the Certificateholders in the month of substitution).
Residential Funding shall deposit the amount of such shortfall into
the Custodial Account on the day of substitution, without any
reimbursement therefor. Residential Funding shall give notice in
writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of
such shortfall and (subject to Section 10.01(f)) by an Opinion of
Counsel to the effect that such substitution will not cause (a) any
federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code or (b) any
portion of the Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller
or Residential Funding, as the case may be, to cure such breach or
purchase (or in the case of Residential Funding to substitute for)
such Mortgage Loan as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting such breach
available to the Certificateholders and the Owner of the Excess
Spread or the Trustee on behalf of Certificateholders and such
Owner. If the Master Servicer is Residential Funding, then the
Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second
preceding paragraph in the event of such a breach of a
representation or warranty made by Residential Funding in the
Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title
and interest in respect of the Seller's Agreement and the Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Mortgage Files to it, or any Custodian
on its behalf, subject to any exceptions noted, together with the
assignment to it of all other assets included in the Trust Fund,
receipt of which is hereby acknowledged. Concurrently with such
delivery and in exchange therefor, the Trustee, pursuant to the
written request of the Company executed by an officer of the Company
has executed and caused to be authenticated and delivered to or upon
the order of the Company the Certificates in authorized
denominations which, together with the ownership interest in the
Excess Spread, if any, evidence ownership of the entire Trust Fund.
Section 2.06. Conveyance of Uncertificated REMIC
Regular Interests; Acceptance by the
Trustee.
The Company, as of the Closing Date, and concurrently
with the execution and delivery hereof, does hereby assign without
recourse all the right, title and interest of the Company in and to
the Uncertificated REMIC Regular Interests to the Trustee for the
benefit of the holder of the Excess Spread. The Trustee acknowl-
edges receipt of the Uncertificated REMIC Regular Interests and
declares that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future holder of the
Excess Spread. The right of the holder of the Excess Spread to
receive distributions from the proceeds of the Trust Fund in respect
of the Excess Spread, and all ownership interests of the holder of
the Excess Spread in such distributions, shall be as set forth in
this Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the
Mortgage Loans in accordance with the terms of this Agreement and
the respective Mortgage Loans and shall have full power and
authority, acting alone or through Subservicers as provided in
Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration.
Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby
authorized and empowered by the Trustee when the Master Servicer or
the Subservicer, as the case may be, believes it appropriate in its
best judgment, to execute and deliver, on behalf of the
Certificateholders, the Owner of the Excess Spread and the Trustee
or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed
conveyance, or of assignment of any Mortgage and Mortgage Note in
connection with the repurchase of a Mortgage Loan and all other
comparable instruments, or with respect to the modification or
re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor of
a public utility company or government agency or unit with powers of
eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance
of a Mortgaged Property to an Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or
the management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties.
Notwithstanding the foregoing, subject to Section 3.07(a), the
Master Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of
such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated
thereunder (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause the
REMIC to fail to qualify as such under the Code. The Trustee shall
furnish the Master Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any
Subservicer pursuant to such powers of attorney. In servicing and
administering any Nonsubserviced Mortgage Loan, the Master Servicer
shall, to the extent not inconsistent with this Agreement, comply
with the Program Guide as if it were the originator of such Mortgage
Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the
Mortgage Loans, the Master Servicer and any Affiliate of the Master
Servicer (i) may perform services such as appraisals and brokerage
services that are not customarily provided by servicers of mortgage
loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and
on behalf of the Trustee, obtain credit information in the form of
a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the timely payment of taxes and
assessments on the properties subject to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread, be added to
the amount owing under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loan so permit, and such costs shall
be recoverable to the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more
agreements in connection with the offering of pass-through
certificates evidencing interests in one or more of the Certificates
providing for the payment by the Master Servicer of amounts received
by the Master Servicer as servicing compensation hereunder and
required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an
obligation of the Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers
prior to the execution and delivery of this Agreement, and may enter
into new Subservicing Agreements with Subservicers, for the
servicing and administration of all or some of the Mortgage Loans.
Each Subservicer of a Mortgage Loan shall be entitled to receive and
retain, as provided in the related Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of interest
received on such Mortgage Loan after payment of all amounts required
to be remitted to the Master Servicer in respect of such Mortgage
Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan,
the Master Servicer shall be entitled to receive and retain an
amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement
to actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally
required or permitted by the Program Guide and are not inconsistent
with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is
attached to this Agreement as Exhibit G. With the approval of the
Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers, but such Subservicer will
remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto
or a different form of Subservicing Agreement, and the form referred
to or included in the Program Guide is merely provided for
information and shall not be deemed to limit in any respect the
discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments
or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner
which would materially and adversely affect the interests of the
Certificateholders or the Owner of the Excess Spread.
(b) As part of its servicing activities hereunder, the
Master Servicer, for the benefit of the Trustee, the
Certificateholders and the Owner of the Excess Spread, shall use its
best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each
Seller under the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a material and
adverse effect on a Mortgage Loan, including, without limitation,
the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a
breach of a representation or warranty, as described in Section
2.04. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements or
Seller's Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such
an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in
its general mortgage servicing activities. The Master Servicer
shall pay the costs of such enforcement at its own expense, and
shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage
Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is
directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the terms
and conditions of such Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that in
the event of termination of any Subservicing Agreement by the Master
Servicer or the Subservicer, the Master Servicer shall either act as
servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the
terms of the related Subservicing Agreement. If the Master Servicer
or any Affiliate of Residential Funding acts as servicer, it will
not assume liability for the representations and warranties of the
Subservicer which it replaces. If the Master Servicer enters into
a Subservicing Agreement with a successor Subservicer, the Master
Servicer shall use reasonable efforts to have the successor
Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related
Mortgage Loans and, in the event of any such assumption by the
successor Subservicer, the Master Servicer may, in the exercise of
its business judgment, release the terminated Subservicer from
liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements
between the Master Servicer or a Subservicer or reference to actions
taken through a Subservicer or otherwise, the Master Servicer shall
remain obligated and liable to the Trustee, the Certificateholders
and the Owner of the Excess Spread for the servicing and
administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or
liability by virtue of such Subservicing Agreements or arrangements
or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter into
any agreement with a Subservicer or Seller for indemnification of
the Master Servicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of the
Excess Spread.
Any Subservicing Agreement that may be entered into and any
other transactions or services relating to the Mortgage Loans
involving a Subservicer in its capacity as such and not as an
originator shall be deemed to be between the Subservicer and the
Master Servicer alone and the Trustee, the Certificateholders and
the Owner of the Excess Spread shall not be deemed parties thereto
and shall have no claims, rights, obligations, duties or liabilities
with respect to the Subservicer in its capacity as such except as
set forth in Section 3.06. The foregoing provision shall not in any
way limit a Subservicer's obligation to cure an omission or defect
or to repurchase a Mortgage Loan as referred to in Section 2.02
hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of an Event of
Default), the Trustee, its designee or its successor shall thereupon
assume all of the rights and obligations of the Master Servicer
under each Subservicing Agreement that may have been entered into.
The Trustee, its designee or the successor servicer for the Trustee
shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party
to the Subservicing Agreement to the same extent as if the
Subservicing Agreement had been assigned to the assuming party
except that the Master Servicer shall not thereby be relieved of any
liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee
but at the expense of the Master Servicer, deliver to the assuming
party all documents and records relating to each Subservicing
Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its
best efforts to effect the orderly and efficient transfer of each
Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of
the Mortgage Loans, and shall, to the extent such procedures shall
be consistent with this Agreement and the terms and provisions of
any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing
activities. Consistent with the foregoing, the Master Servicer may
in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for
payments due on a Mortgage Loan in accordance with the Program
Guide; provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the
coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. In the event of
any such arrangement, the Master Servicer shall make timely advances
on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements unless
otherwise agreed to by the Holders of the Classes of Certificates
affected thereby; provided, however, that no such extension shall be
made if any such advance would be a Nonrecoverable Advance.
Consistent with the terms of this Agreement, the Master Servicer may
also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in
any manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement or
indulgence is not materially adverse to the interests of the
Certificateholders or the Owner of the Excess Spread (taking into
account any estimated Realized Loss that might result absent such
action); provided, however, that the Master Servicer may not modify
materially or permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that would change the
Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage
Loan or except in connection with prepayments to the extent that
such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage
Loan, unless such Mortgage Loan is in default or, in the judgment of
the Master Servicer, such default is reasonably foreseeable. In
connection with any Curtailment of a Mortgage Loan, the Master
Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated
as an amount that will fully amortize the remaining Stated Principal
Balance thereof by the original Maturity Date based on the original
Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan
for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a
Custodial Account in which the Master Servicer shall deposit or
cause to be deposited on a daily basis, except as otherwise
specifically provided herein, the following payments and collections
remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans due on or before the
Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans
and the principal component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property
for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds,
if any, and the interest component of any Subservicer Advance
or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
required to be deposited in connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate Account
to the Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments on the Mortgage
Loans which are not part of the Trust Fund (consisting of payments
in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date) and payments or collections in the nature
of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial
Account. In the event any amount not required to be deposited in
the Custodial Account is so deposited, the Master Servicer may at
any time withdraw such amount from the Custodial Account, any
provision herein to the contrary notwithstanding. The Custodial
Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and
may contain other funds respecting payments on mortgage loans
belonging to the Master Servicer or serviced or master serviced by
it on behalf of others. Notwithstanding such commingling of funds,
the Master Servicer shall keep records that accurately reflect the
funds on deposit in the Custodial Account that have been identified
by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan
pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any
calendar month, the Master Servicer may elect to treat such amounts
as included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated to
do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and any related Realized Loss shall be
deemed to have occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best efforts to cause
the institution maintaining the Custodial Account to invest the
funds in the Custodial Account attributable to the Mortgage Loans in
Permitted Investments which shall mature not later than the
Certificate Account Deposit Date next following the date of such
investment (with the exception of the Amount Held for Future
Distribution) and which shall not be sold or disposed of prior to
their maturities. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of its
own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and
the Company of any change in the location of the Custodial Account
and the location of the Certificate Account prior to the use
thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a Subservicing Agreement, the Master
Servicer shall cause the Subservicer, pursuant to the Subservicing
Agreement, to establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such account is
not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer
and each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing Account on a daily basis all proceeds
of Mortgage Loans received by the Subservicer, less its Subservicing
Fees and unreimbursed advances and expenses, to the extent permitted
by the Subservicing Agreement. If the Subservicing Account is not
an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing
Account payments or collections in the nature of prepayment charges
or late charges or assumption fees. On or before the date specified
in the Program Guide, but in no event later than the Determination
Date, the Master Servicer shall cause the Subservicer, pursuant to
the Subservicing Agreement, to remit to the Master Servicer for
deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such
Subservicer that are required to be remitted to the Master Servicer.
The Subservicer will also be required, pursuant to the Subservicing
Agreement, to advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of principal and
interest less its Subservicing Fees on any Mortgage Loans for which
payment was not received by the Subservicer. This obligation to
advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the
related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or
otherwise. All such advances received by the Master Servicer shall
be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit
in the Custodial Account interest at the Adjusted Mortgage Rate on
any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to
be applied by the Subservicer to reduce the unpaid principal balance
of the related Mortgage Loan as of the first day of such month, from
the date of application of such Curtailment to the first day of the
following month. Any amounts paid by a Subservicer pursuant to the
preceding sentence shall be for the benefit of the Master Servicer
as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections
3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate
Account, the Master Servicer shall for any Nonsubserviced Mortgage
Loan, and shall cause the Subservicers for Subserviced Mortgage
Loans to, establish and maintain one or more Servicing Accounts and
deposit and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the payment of taxes, assessments,
hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors.
Each Servicing Account shall satisfy the requirements for a
Subservicing Account and, to the extent permitted by the Program
Guide or as is otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of amounts related
to the Mortgage Loans from the Servicing Accounts may be made only
to effect timely payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in
accordance with the Program Guide. As part of its servicing duties,
the Master Servicer shall, and the Subservicers will, pursuant to
the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred
to in the preceding subsection that are not timely paid by the
Mortgagors or advanced by the Subservicers on the date when the tax,
premium or other cost for which such payment is intended is due, but
the Master Servicer shall be required so to advance only to the
extent that such advances, in the good faith judgment of the Master
Servicer, will be recoverable by the Master Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans.
In the event that compliance with this Section 3.09 shall make
any Class of Certificates legal for investment by federally insured
savings and loan associations, the Master Servicer shall provide, or
cause the Subservicers to provide, to the Trustee, the Office of
Thrift Supervision or the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage
Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices
designated by the Master Servicer. The Master Servicer shall permit
such representatives to photocopy any such documentation and shall
provide equipment for that purpose at a charge reasonably
approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as provided
herein, make withdrawals from the Custodial Account of amounts on
deposit therein pursuant to Section 3.07 that are attributable to
the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate Account in
the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to amounts
received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent
(A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or
Advances pursuant to Section 4.04 and (B) recoveries of
amounts in respect of which such advances were made in the
case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if
not previously retained by such Subservicer) out of each
payment received by the Master Servicer on account of interest
on a Mortgage Loan as contemplated by Sections 3.14 and 3.16,
an amount equal to that remaining portion of any such payment
as to interest (but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest
being interest at the Net Mortgage Rate on the amount
specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on funds
deposited in the Custodial Account that it is entitled to
withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts remitted
by Subservicers as interest in respect of Curtailments
pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate
Person, as the case may be, with respect to each Mortgage Loan
or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to the Certificateholders or the
Owner of the Excess Spread as of the date on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to
the extent provided in subsection (c) below or any Advance
reimbursable to the Master Servicer pursuant to Section
4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in
connection with enforcing any repurchase, substitution or
indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b)
in connection with the liquidation of a Mortgage Loan or
disposition of an REO Property to the extent not otherwise
reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant
to Section 3.07.
(b) Since, in connection with withdrawals pursuant to
clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement
thereto is limited to collections or other recoveries on the related
Mortgage Loan, the Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Custodial Account
pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse
itself or the related Subservicer for any advance made in respect of
a Mortgage Loan that the Master Servicer determines to be a
Nonrecoverable Advance by withdrawal from the Custodial Account of
amounts on deposit therein attributable to the Mortgage Loans on any
Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit Date
shall be limited to an amount not exceeding the portion of such
advance previously paid to Certificateholders and the Owner of the
Excess Spread (and not theretofore reimbursed to the Master Servicer
or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action which would result in non-coverage
under any applicable Primary Insurance Policy of any loss which, but
for the actions of the Master Servicer or Subservicer, would have
been covered thereunder. To the extent coverage is available, the
Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged Property
is reduced to 80% or less of the Appraised Value in the case of such
a Mortgage Loan having a Loan-to-Value Ratio at origination in
excess of 80%, provided that such Primary Insurance Policy was in
place as of the Cut-off Date and the Company had knowledge of such
Primary Insurance Policy. The Master Servicer shall be entitled to
cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the
Mortgage Loan is reduced below an amount equal to 80% of the
appraised value of the related Mortgaged Property as determined in
any appraisal thereof after the Closing Date, or if the Loan-to-Value Ratio
is reduced below 80%
as a result of principal payments
on the Mortgage Loan after the Closing Date. In the event that the
Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not
the subject of a Primary Insurance Policy (and was not included in
any exception to the representation in Section 2.03(b)(iv)) and that
such Mortgage Loan has a current Loan-to-Value Ratio in excess of
80% then the Master Servicer shall use its reasonable efforts to
obtain and maintain a Primary Insurance Policy to the extent that
such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or
consent to any Subservicer canceling or refusing to renew any such
Primary Insurance Policy applicable to a Mortgage Loan subserviced
by it, that is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force hereunder unless
the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying
ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than
the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to
present or to cause the related Subservicer to present, on behalf of
the Master Servicer, the Subservicer, if any, the Trustee,
Certificateholders and the Owner of the Excess Spread, claims to the
Insurer under any Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to take or cause
to be taken such reasonable action as shall be necessary to permit
recovery under any Primary Insurance Policies respecting defaulted
Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for
each Mortgage Loan (other than a Cooperative Loan) fire insurance
with extended coverage in an amount which is equal to the lesser of
the principal balance owing on such Mortgage Loan or 100 percent of
the insurable value of the improvements; provided, however, that
such coverage may not be less than the minimum amount required to
fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related
Subservicing Agreement, the Master Servicer shall replace any
Subservicer that does not cause such insurance, to the extent it is
available, to be maintained. The Master Servicer shall also cause
to be maintained on property acquired upon foreclosure, or deed in
lieu of foreclosure, of any Mortgage Loan (other than a Cooperative
Loan), fire insurance with extended coverage in an amount which is
at least equal to the amount necessary to avoid the application of
any co-insurance clause contained in the related hazard insurance
policy. Pursuant to Section 3.07, any amounts collected by the
Master Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10. Any cost incurred by the
Master Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread, be added to
the amount owing under the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be
recoverable by the Master Servicer out of related late payments by
the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is understood and
agreed that no earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property acquired in
respect of a Mortgage Loan other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are located
at the time of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall
cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss
or damage to the Mortgaged Property on a replacement cost basis and
(ii) the maximum amount of such insurance available for the related
Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located
is participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as
set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible
clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged
Property a policy complying with the first sentence of this Section
3.12(a) and there shall have been a loss which would have been
covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Master Servicer
shall be made on the Certificate Account Deposit Date next preceding
the Distribution Date which occurs in the month following the month
in which payments under any such policy would have been deposited in
the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Trustee, the
Certificateholders and the Owner of the Excess Spread, claims under
any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own
expense and keep in full force and effect throughout the term of
this Agreement a blanket fidelity bond and an errors and omissions
insurance policy covering the Master Servicer's officers and
employees and other persons acting on behalf of the Master Servicer
in connection with its activities under this Agreement. The amount
of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and
administering the Mortgage Loans for FNMA or FHLMC. In the event
that any such bond or policy ceases to be in effect, the Master
Servicer shall obtain a comparable replacement bond or policy from
an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company.
Coverage of the Master Servicer under a policy or bond obtained by
an Affiliate of the Master Servicer and providing the coverage
required by this Section 3.12(b) shall satisfy the requirements of
this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or Subservicer, to the extent it has
knowledge of such conveyance, shall enforce any due-on-sale clause
contained in any Mortgage Note or Mortgage, to the extent permitted
under applicable law and governmental regulations, but only to the
extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the
foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer
or assumption which the Master Servicer is restricted by law
from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained
in any Mortgage Note or Mortgage, the Master Servicer shall
not be required to enforce the due-on-sale clause or to
contest such action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.13(a), in
any case in which a Mortgaged Property is to be conveyed to a Person
by a Mortgagor, and such Person is to enter into an assumption or
modification agreement or supplement to the Mortgage Note or
Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing
the Mortgagor from liability on the Mortgage Loan, the Master
Servicer is authorized, subject to the requirements of the sentence
next following, to execute and deliver, on behalf of the Trustee,
the assumption agreement with the Person to whom the Mortgaged
Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage
Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to
such Person; provided, however, none of such terms and requirements
shall both (i) constitute a "significant modification" effecting an
exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury Regulations promulgated
thereunder) and (ii) cause the Trust Fund to fail to qualify as a
REMIC under the Code or (subject to Section 10.01(f)), result in the
imposition of any tax on "prohibited transactions" or constitute
"contributions" after the startup date under the REMIC Provisions.
The Master Servicer shall execute and deliver such documents only if
it reasonably determines that (i) its execution and delivery thereof
will not conflict with or violate any terms of this Agreement or
cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of
insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the
assumption or transfer (A) the Mortgage Loan will continue to be
secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the
coverage under any Required Insurance Policies, (C) the Mortgage
Loan will fully amortize over the remaining term thereof, (D) no
material term of the Mortgage Loan (including the interest rate on
the Mortgage Loan) will be altered nor will the term of the Mortgage
Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's
good faith determination) adversely affect the collectability of the
Mortgage Loan. Upon receipt of appropriate instructions from the
Master Servicer in accordance with the foregoing, the Trustee shall
execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such
documents, the Master Servicer shall cause the originals or true and
correct copies of the assumption agreement, the release (if any), or
the modification or supplement to the Mortgage Note or Mortgage to
be delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the
Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained
by the Master Servicer or such Subservicer as additional servicing
compensation.
(c) The Master Servicer or the related Subservicer, as the
case may be, shall be entitled to approve a request from a Mortgagor
for a partial release of the related Mortgaged Property, the
granting of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged Property or other
similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the
owner of the related Mortgage Loan, that the security for, and the
timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that the Trust Fund would not fail to
continue to qualify as a REMIC under the Code as a result thereof
and (subject to Section 10.01(f)) that no tax on "prohibited
transactions" or "contributions" after the startup day would be
imposed on the REMIC as a result thereof. Any fee collected by the
Master Servicer or the related Subservicer for processing such a
request will be retained by the Master Servicer or such Subservicer
as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of
this Agreement, the Trustee and Master Servicer shall be entitled to
approve an assignment in lieu of satisfaction with respect to any
Mortgage Loan, provided the obligee with respect to such Mortgage
Loan following such proposed assignment provides the Trustee and
Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit O, in form and
substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged
Property located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction; (ii)
that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the
transaction is solely to comply with, or facilitate the transaction
under, such local laws; (iii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25
percent below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and (iv) that such assignment is
at the request of the borrower under the related Mortgage Loan.
Upon approval of an assignment in lieu of satisfaction with respect
to any Mortgage Loan, the Master Servicer shall receive cash in an
amount equal to the unpaid principal balance of and accrued interest
on such Mortgage Loan and the Master Servicer shall treat such
amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the
ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such foreclosure or
other conversion, the Master Servicer shall, consistent with Section
3.11, follow such practices and procedures as it shall deem
necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted
by the Program Guide; provided that the Master Servicer shall not be
liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner
that is consistent with the provisions of this Agreement. The
Master Servicer, however, shall not be required to expend its own
funds or incur other reimbursable charges in connection with any
foreclosure, or attempted foreclosure which is not completed, or
towards the restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of
Certificates of one or more Classes after reimbursement to itself
for such expenses or charges and (ii) that such expenses or charges
will be recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have priority
for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds or
REO Proceeds). In the event of a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall
be entitled to reimbursement of such amounts pursuant to Section
3.10. Concurrently with the foregoing, the Master Servicer may
pursue any remedies that may be available in connection with a
breach of a representation and warranty with respect to any such
Mortgage Loan in accordance with Sections 2.03 and 2.04. However,
the Master Servicer is not required to continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage Loans
and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable
discretion that one such remedy is more likely to result in a
greater recovery as to the Mortgage Loan. Upon the occurrence of a
Cash Liquidation or REO Disposition, following the deposit in the
Custodial Account of all Insurance Proceeds, Liquidation Proceeds
and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt
by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be,
shall release to the Master Servicer the related Mortgage File and
the Trustee shall execute and deliver such instruments of transfer
or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may be, the related Mortgage Loan, and
thereafter such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of this
Agreement, in the Master Servicer's sole discretion with respect to
any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may
be deemed to have occurred if substantially all amounts expected by
the Master Servicer to be received in connection with the related
defaulted Mortgage Loan or REO Property have been received, and (ii)
for purposes of determining the amount of any Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer
may take into account minimal amounts of additional receipts
expected to be received or any estimated additional liquidation
expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is
acquired by 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 on behalf
of the Trust Fund shall dispose of such REO Property within two
years after its acquisition by the Trust Fund for purposes of
Section 860G(a)(8) of the Code or, at the expense of the Trust Fund,
request, more than 60 days before the day on which the two-year
grace period would otherwise expire, an extension of the two-year
grace period unless the Master Servicer (subject to Section
10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed
to the Trustee and the Master Servicer, to the effect that the
holding by the Trust Fund of such REO Property subsequent to such
two-year period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or
cause the Trust Fund to fail to qualify as a REMIC at any time that
any Certificates or Uncertificated REMIC Regular Interest are
outstanding, in which case the Trust Fund may continue to hold such
REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining such
Opinion of Counsel, as provided in Section 3.10. Notwithstanding
any other provision of this Agreement, no REO Property acquired by
the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used by or on behalf of the Trust Fund in such a manner
or pursuant to any terms that would (i) cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the
imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section
860G(c) of the Code, unless the Master Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or
purchase or repurchase of any Mortgage Loan pursuant to the terms of
this Agreement, as well as any recovery resulting from a collection
of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be
applied in the following order of priority: first, to reimburse the
Master Servicer or the related Subservicer in accordance with
Section 3.10(a)(ii); second, to the Certificateholders and the Owner
of the Excess Spread to the extent of accrued and unpaid interest on
the Mortgage Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate to the Due Date prior to the Distribution Date on
which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan
(or REO Property) (provided that if any such Class of Certificates
to which such Realized Loss was allocated is no longer outstanding,
such subsequent recovery shall be distributed to the persons who
were the Holders of such Class of Certificates when it was retired);
fourth, to all Servicing Fees and Subservicing Fees payable
therefrom (and the Master Servicer and the Subservicer shall have no
claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately
notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant
to Section 3.07 have been or will be so deposited), substantially in
one of the forms attached hereto as Exhibit H requesting delivery to
it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall promptly release, or cause the Custodian
to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing the
lien of the Mortgage, together with the Mortgage Note with, as
appropriate, written evidence of cancellation thereon. No expenses
incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver
to the Custodian, with a copy to the Trustee, a certificate of a
Servicing Officer substantially in one of the forms attached as
Exhibit H hereto, requesting that possession of all, or any document
constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that
such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy.
Upon receipt of the foregoing, the Trustee shall deliver, or cause
the Custodian to deliver, the Mortgage File or any document therein
to the Master Servicer. The Master Servicer shall cause each
Mortgage File or any document therein so released to be returned to
the Trustee, or the Custodian as agent for the Trustee when the need
therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial
Account or (ii) the Mortgage File or such document has been
delivered directly or through a Subservicer to an 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, which shall be members of the American Institute
of Certified Public Accountants, to furnish a report to the Company
and the Trustee stating its opinion that, on the basis of an
examination conducted by such firm substantially in accordance with
standards established by the American Institute of Certified Public
Accountants, the assertions made pursuant to Section 3.18 regarding
compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the
preceding calendar year are fairly stated in all material respects,
subject to such exceptions and other qualifications that, in the
opinion of such firm, such accounting standards require it to
report. In rendering such statement, such firm may rely, as to
matters relating to the direct servicing of mortgage loans by
Subservicers, upon comparable statements for examinations conducted
by independent public accountants substantially in accordance with
standards established by the American Institute of Certified Public
Accountants (rendered within one year of such statement) with
respect to such Subservicers.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable
notice, during normal business hours access to all records
maintained by the Master Servicer in respect of its rights and
obligations hereunder and access to officers of the Master Servicer
responsible for such obligations. Upon request, the Master Servicer
shall furnish the Company with its most recent financial statements
and such other information as the Master Servicer possesses
regarding its business, affairs, property and condition, financial
or otherwise. The Master Servicer shall also cooperate with all
reasonable requests for information including, but not limited to,
notices, tapes and copies of files, regarding itself, the Mortgage
Loans or the Certificates from any Person or Persons identified by
the Company or Residential Funding. The Company may, but is not
obligated to, enforce the obligations of the Master Servicer
hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer
hereunder or exercise the rights of the Master Servicer hereunder;
provided that the Master Servicer shall not be relieved of any of
its obligations hereunder by virtue of such performance by the
Company or its designee. The Company shall not have any
responsibility or liability for any action or failure to act by the
Master Servicer and is not obligated to supervise the performance of
the Master Servicer under this Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown Funds in an account that satisfies
the requirements for a Subservicing Account (the "Buydown Account").
The Master Servicer shall cause the Subservicing Agreement to
require that upon receipt from the Mortgagor of the amount due on a
Due Date for each Buydown Mortgage Loan, the Subservicer will
withdraw from the Buydown Account the predetermined amount that,
when added to the amount due on such date from the Mortgagor, equals
the full Monthly Payment and transmit that amount in accordance with
the terms of the Subservicing Agreement to the Master Servicer
together with the related payment made by the Mortgagor or advanced
by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such
loan in its entirety during the period (the "Buydown Period") when
Buydown Funds are required to be applied to such Buydown Mortgage
Loan, the Subservicer shall be required to withdraw from the Buydown
Account and remit any Buydown Funds remaining in the Buydown Account
in accordance with the related buydown agreement. The amount of
Buydown Funds which may be remitted in accordance with the related
buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the
Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan
during the Buydown Period and the property securing such Buydown
Mortgage Loan is sold in the liquidation thereof (either by the
Master Servicer or the insurer under any related Primary Insurance
Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan
still held in the Buydown Account and remit the same to the Master
Servicer in accordance with the terms of the Subservicing Agreement
for deposit in the Custodial Account or, if instructed by the Master
Servicer, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer and
such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence
will be deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate Account in which the Master
Servicer shall cause to be deposited on behalf of the Trustee on or
before 2:00 P.M. New York time on each Certificate Account Deposit
Date by wire transfer of immediately available funds an amount equal
to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount
required to be deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount required to be paid
pursuant to Section 9.01 and (v) all other amounts constituting the
Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master
Servicer, invest or cause the institution maintaining the
Certificate Account to invest the funds in the Certificate Account
in Permitted Investments designated in the name of the Trustee for
the benefit of the Certificateholders and the Owner of the Excess
Spread, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such
investment (except that (i) any investment in the institution with
which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt
thereof to the extent necessary to make distributions on the
Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized
from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time
to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Certificate Account by the
Master Servicer out of its own funds immediately as realized without
any right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (i) the Master Servicer on
behalf of the Trustee or (ii) the Paying Agent appointed by the
Trustee, shall distribute to the Owner of the Excess Spread, a
distribution thereof pursuant to Section 4.02(a)(i), to the Master
Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master
Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and to
each Certificateholder of record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder at
a bank or other entity having appropriate facilities therefor, if
such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has
not so notified the Master Servicer or the Paying Agent by the
Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held
by such Holder) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b)), in each
case to the extent of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the
Class A-7 Certificateholders), Class R Certificateholders and
the Owner of the Excess Spread, on a pro rata basis based on
Accrued Certificate Interest payable on such Certificates and
the amount of Excess Spread with respect to such Distribution
Date, Accrued Certificate Interest on such Classes of
Certificates and such Excess Spread, as applicable, for such
Distribution Date, plus any Accrued Certificate Interest
thereon or Excess Spread remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of
this Section 4.02(a);
(ii) (X) to the Class A-7 Certificateholders, the
Class A-7 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other
than Class A-7 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set forth in
Section 4.02(b)(ii) through (v) and Section 4.02(c), the sum
of the following (applied to reduce the Certificate Principal
Balances of such Class A Certificates or Class R Certificates,
as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of
such payment with respect to a Discount Mortgage
Loan), whether or not received on or prior to the
related Determination Date, minus the principal
portion of any Debt Service Reduction (other than
the related Discount Fraction of the principal
portion of such Debt Service Reductions with
respect to each Discount Mortgage Loan) which
together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant
to Section 2.03 or 2.04 during the related
Prepayment Period (other than the related
Discount Fraction of such Stated Principal
Balance or shortfall with respect to a Discount
Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without
limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the
related Prepayment Period (or deemed to have been
so received in accordance with Section 3.07(b))
to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 (other than the
related Discount Fraction of the principal
portion of such unscheduled, collections, with
respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which
a Cash Liquidation or a REO Disposition occurred
during the related Prepayment Period (or was deemed
to have occurred during such period in accordance
with Section 3.07(b)) and did not result in any
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (a) the Senior
Percentage for such Distribution Date times the
Stated Principal Balance of such Mortgage Loan (other
than the related Discount Fraction of such Stated
Principal Balance, with respect to a Discount
Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date
times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by
the Master Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14 (in
each case other than the portion of such unscheduled
collections, with respect to a Discount Mortgage Loan
included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment
Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments,
with respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for
such Distribution Date;
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent
that such amounts are not attributable to Realized
Losses which have been allocated to the Class M
Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class
M Certificates and Class B Certificates have not been reduced
to zero, to the Master Servicer or a Subservicer, by remitting
for deposit to the Custodial Account, to the extent of and in
reimbursement for any Advances or Subservicer Advances
previously made with respect to any Mortgage Loan or REO
Property which remain unreimbursed in whole or in part
following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property, minus any such Advances that
were made with respect to delinquencies that ultimately
constituted Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date, minus (y) the amount of any Class A-7 Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of
the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date,
minus (y) the amount of any Class A-7 Collection Shortfalls
for such Distribution Date or remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(ix),
(xi), (xiii), (xiv) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of
the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-7 Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class
M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-7 Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xiii),
(xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class B-1
Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-7 Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xiv) and
(xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon
for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below minus (y) the
amount of any Class A-7 Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates to the extent the amounts available
pursuant to clause (x) of Section 4.02(a)(xv) are insufficient
therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date minus (y) the amount of any Class A-7 Collection
Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section
4.02(b), the portion, if any, of the Available Distribution
Amount remaining after the foregoing distributions, applied to
reduce the Certificate Principal Balances of such Class A and
Class R Certificates, but in no event more than the aggregate
of the outstanding Certificate Principal Balances of each such
Class of Class A and Class R Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning
with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after
the Class A Certificates and Class R Certificates have been
retired, applied to reduce the Certificate Principal Balance
of each such Class of Class M Certificates, but in no event
more than the outstanding Certificate Principal Balance of
each such Class of Class M Certificates; and thereafter to
each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount
remaining after the Class M Certificates have been retired,
applied to reduce the Certificate Principal Balance of each
such Class of Class B Certificates, but in no event more than
the outstanding Certificate Principal Balance of each such
Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if
any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of Class B Certificates outstanding on such
Distribution Date with the highest numerical designation, or in the
event the Class B Certificates are no longer outstanding, the Class
of Class M Certificates then outstanding with the highest numerical
designation, or in the event the Class B Certificates and Class M
Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid
and Excess Spread remaining unpaid from any previous Distribution
Date will be distributable only to the extent that such unpaid
Accrued Certificate Interest or Excess Spread was attributable to
interest shortfalls relating to Nonrecoverable Advances as
determined by the Master Servicer with respect to the related
Mortgage Loan where such Mortgage Loan has not yet been the subject
of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates
and Class R Certificates on each Distribution Date occurring prior
to the occurrence of the Credit Support Depletion Date will be made
as follows:
(i) first, to the Class A-7 Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an
amount (the "Class A-7 Principal Distribution Amount") equal
to the aggregate of:
(A) the related Discount Fraction of the
principal portion of each Monthly Payment on each
Discount Mortgage Loan due during the related Due
Period, whether or not received on or prior to the
related Determination Date, minus the Discount
Fraction of the principal portion of any related Debt
Service Reduction which together with other Bankruptcy
Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the
principal portion of all unscheduled collections on
each Discount Mortgage Loan received during the
preceding calendar month (other than amounts received
in connection with a Cash Liquidation or REO
Disposition of a Discount Mortgage Loan described in
clause (C) below), including Principal Prepayments in
Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of
a Deleted Mortgage Loan, the Discount Fraction of the
amount of any shortfall deposited in the Custodial
Account in connection with such substitution);
(C) in connection with the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan that did
not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of
(1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan
immediately prior to such Distribution Date and (2)
the aggregate amount of the collections on such
Mortgage Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to
clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class A-7 Collection
Shortfalls for such Distribution Date and the amount
of any Class A-7 Collection Shortfalls remaining
unpaid for all previous Distribution Dates, but only
to the extent of the Eligible Funds for such
Distribution Date;
(ii) the Senior Principal Distribution Amount shall be
distributed to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) from the balance of the Senior Principal
Distribution Amount remaining after the distribution, if any,
described in clause 4.02(b)(ii) above, an amount equal to the
sum of the following shall be distributed to the Class A-6
Certificates, in reduction of the Certificate Principal
Balance thereof:
(A) the Class A-6 Certificates' pro rata share
(based on the aggregate Certificate
Principal Balance thereof relative to the
aggregate Certificate Principal Balance of
all classes of Certificates, other than the
Class A-7 Certificates) of the aggregate of
the collections described in Sections
4.02(a)(ii)(Y)(A), (B) and (E) without any
application of the Senior Percentage or
Senior Accelerated Distribution Percentage
described therein; and
(B) the Lockout Distribution Percentage of the
Class A-6 Certificates' pro rata share
(based on the aggregate Certificate
Principal Balance thereof relative to the
aggregate Certificate Principal Balance of
all Classes of Certificates, other than the
Class A-7 Certificates) of the collections
described in Section 4.02(a)(ii)(Y)(C)
without any application of the Senior
Accelerated Distribution Percentage
described therein;
provided that, if the aggregate of the amounts
set forth in Section 4.02(a)(ii)(Y)(A) through
(E) is more than the balance of the Available
Distribution Amount remaining after the amounts
set forth in Sections 4.02(a)(i) and 4.02(b)(i)
have been distributed, the amount paid to the
Class A-6 Certificates pursuant to this clause
(iii) shall be reduced by an amount equal to
the Class A-6 Certificates' pro rata share
(based on the aggregate Certificate Principal
Balance thereof relative to the aggregate
Certificate Principal Balance of all classes of
Senior Certificates, other than the Class A-7
Certificates) of such difference;
(iv) an amount equal to the lesser of (1) the balance of
the Senior Principal Distribution Amount remaining after the
distributions, if any, described in clauses (ii) and (iii)
above, and (2) the aggregate amount (the "PAC Principal
Amount") necessary to reduce the outstanding Certificate
Principal Balances of the PAC Certificates and the outstanding
amount of the Class A-2 PAC Principal Component to the
respective Planned Principal Balances (as set forth in Exhibit
Q attached hereto) of each such Class or Component for such
Distribution Date shall be distributed in reduction of the
Certificate Principal Balances thereof and the amount of the
Class A-2 PAC Principal Component, of the Classes set forth
below as follows:
(A) first, to the Class A-1 Certificates and
the Class A-2 Certificates on a pro rata
basis in proportion to the Certificate
Principal Balance of the Class A-1
Certificates and the amount of the
Class A-2 PAC Principal Component, until the
Certificate Principal Balance of the Class
A-1 Certificates and the amount of the
Class A-2 PAC Principal Component have been
reduced to their respective Planned
Principal Balances;
(B) second, to the Class A-3 Certificates,
until the Certificate Principal Balance
thereof has been reduced to its Planned
Principal Balance; and
(C) third, to the Class A-4 Certificates, until
the Certificate Principal Balance thereof
has been reduced to its Planned Principal
Balance; and
(v) the balance, if any, of the Senior Principal
Distribution Amount remaining after the distributions
described in clauses (ii)-(iv) above shall be distributed in
reduction of the Certificate Principal Balances, and the
amount of the PAC Principal Component and Companion Principal
Component as follows:
(A) first, to the Class A-2 Certificates in
reduction of the Class A-2 Companion
Principal Component, until the amount of
the Class A-2 Companion Principal Component
has been reduced to zero;
(B) second, to the Class A-5 Certificates,
until the Certificate Principal Balance
thereof has been reduced to zero;
(C) third, to the Class A-1 Certificates and
the Class A-2 Certificates, on a pro rata
basis, without regard to the Planned
Principal Balances thereof until the
Certificate Principal Balances thereof have
reduced to zero;
(D) fourth, to the Class A-3 Certificates,
without regard to the Planned Principal
Balance thereof until the Certificate
Principal Balance thereof has been reduced
to zero; and
(E) fifth, to the Class A-4 Certificates,
without regard to the Planned Principal
Balance thereof until the Certificate
Principal Balance thereof has been reduced
to zero.
provided that, if on any Distribution Date the Certificate
Principal Balances of the Senior Certificates (other than the
Class A-6 Certificates and Class A-7 Certificates) have been
reduced to zero, clause (iii) above shall no longer apply and
100% of the Senior Principal Distribution Amount remaining
after the retirement of such Certificates for such
Distribution Date shall be distributed to the Class A-6
Certificates until the Certificate Principal Balance thereof
has been reduced to zero.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities relating to distributions as
described above in respect of principal among the various classes of
Senior Certificates (other than the Class A-7 Certificates and any
Variable Strip Certificates) will be disregarded and an amount equal
to the Discount Fraction of the principal portion of scheduled or
unscheduled payments received or advanced in respect of Discount
Mortgage Loans will be distributed to the Class A-7 Certificates and
the Senior Principal Distribution Amount will be distributed among
all classes of Senior Certificates (other than the Class A-7
Certificates and any Variable Strip Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances.
(d) In addition to the foregoing distributions, with respect
to any Mortgage Loan that was previously the subject of a Cash
Liquidation or an REO Disposition that resulted in a Realized Loss,
in the event that within two years of the date on which such
Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes to
represent subsequent recoveries (net of any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically related to such
Mortgage Loan (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller
pursuant to the applicable Seller's Agreement), the Master Servicer
shall distribute such amounts to the applicable Certificateholders
of the Class or Classes to which such Realized Loss was allocated or
to the Owner of the Excess Spread, if applicable, (with the amounts
to be distributed allocated among such Classes and the Excess Spread
in the same proportions as such Realized Loss was allocated),
subject to the following: No such distribution shall be in an
amount that would result in total distributions in respect of Excess
Spread or on the Certificates of any such Class in excess of the
total amounts of principal and interest that would have been
distributable thereon if such Cash Liquidation or REO Disposition
had occurred but had resulted in a Realized Loss equal to zero.
Notwithstanding the foregoing, no such distribution shall be made
with respect to the Excess Spread or the Certificates of any Class
to the extent that either (i) such Excess Spread or Class was
protected against the related Realized Loss pursuant to any
instrument or fund established under Section 11.01(e) or (ii) such
Excess Spread or Class of Certificates has been deposited into a
separate trust fund or other structuring vehicle and separate
certificates or other instruments representing interests therein
have been issued in one or more classes, and any of such separate
certificates or other instruments was protected against the related
Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or a combination thereof. Any
amount to be so distributed with respect to the Certificates of any
Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately
preceding the date of such distribution, on a pro rata basis based
on the Percentage Interest represented by each Certificate of such
Class as of such Record Date. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage
Loans that are no longer assets of the Trust Fund.
(e) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof, and
the Depository shall be responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant
shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of the Trustee, the Certificate
Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this
Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution with respect
to any Class of Certificates will be made on the next Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee and
the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class
of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class
of Certificates will be made on such Distribution Date but only upon
presentation and surrender of such Certificates at the office of the
Trustee or as otherwise specified therein, and (ii) no interest
shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required
to surrender their Certificates pursuant to Section 9.01(c) do not
surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to
be withdrawn from the Certificate Account and credited to a separate
escrow account for the benefit of such Certificateholders as
provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date the
Master Servicer shall forward to the Trustee and the Trustee shall
forward by mail to each Holder, the Owner of the Excess Spread and
the Company a statement setting forth the following information as
to the Excess Spread and each Class of Certificates to the extent
applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate
amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates allocable to interest and to the Owner
of the Excess Spread;
(iii) if the distribution to the Holders of such Class
of Certificates or such Owner is less than the full amount
that would be distributable to such Holders or Owner if there
were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of
the Mortgage Loans after giving effect to the distribution of
principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of
each Class of Certificates, and each of the Senior, Class M
and Class B Percentages, after giving effect to the amounts
distributed on such Distribution Date, separately identifying
any reduction thereof due to Realized Losses other than
pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished
to it by Subservicers, the number and aggregate principal
balances of Mortgage Loans that are delinquent (A) one month,
(B) two months and (C) three months and the number and
aggregate principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such
Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the
calculation of such amounts;
(xii) the weighted average Spread Rate for such
Distribution Date and the Pass-Through Rate on any Class of
Variable Strip Certificates;
(xiii) the occurrence of the Credit Support Depletion
Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv) the Senior Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such
Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to maturity of
the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts distributed
on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any manager of a trust
fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by
the Master Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Owner of the
Excess Spread or the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be
prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Holder of a
Class R Certificate, a statement containing the applicable
distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class R Certificate.
Such obligation of the Master Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(d) Upon the written request of any Certificateholder, the
Master Servicer, as soon as reasonably practicable, shall provide
the requesting Certificateholder with such information as is
necessary and appropriate, in the Master Servicer's sole discretion,
for purposes of satisfying applicable reporting requirements under
Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master
Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall
furnish a written statement to the Trustee, any Paying Agent and the
Company (the information in such statement to be made available to
Certificateholders and the Owner of the Excess Spread by the Master
Servicer on request) setting forth (i) the Available Distribution
Amount and (ii) the amounts required to be withdrawn from the
Custodial Account and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to
clause (iii) of Section 4.01(a). The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and
the Trustee shall be protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate
Account Deposit Date, the Master Servicer shall either (i) deposit
in the Certificate Account from its own funds, or funds received
therefor from the Subservicers, an amount equal to the Advances to
be made by the Master Servicer in respect of the related
Distribution Date, which shall be in an aggregate amount equal to
the aggregate amount of Monthly Payments (with each interest portion
thereof adjusted to the Net Mortgage Rate), less the amount of any
related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers'
and Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations then in effect, on the Outstanding
Mortgage Loans as of the related Due Date, which Monthly Payments
were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it
would be a Nonrecoverable Advance, (ii) withdraw from amounts on
deposit in the Custodial Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future Distribution
in discharge of any such Advance, or (iii) make advances in the form
of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution so
used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any
future Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders and the Excess Spread required to be made on the
following Distribution Date. The Master Servicer shall be entitled
to use any Advance made by a Subservicer as described in Section
3.07(b) that has been deposited in the Custodial Account on or
before such Distribution Date as part of the Advance made by the
Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a)(iii) in respect of
outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest
period of time. Such allocations shall be conclusive for purposes
of reimbursement to the Master Servicer from recoveries on related
Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by a
certificate of a Servicing Officer delivered to the Seller and the
Trustee.
In the event that the Master Servicer determines as of the
Business Day preceding any Certificate Account Deposit Date that it
will be unable to deposit in the Certificate Account an amount equal
to the Advance required to be made for the immediately succeeding
Distribution Date, it shall give notice to the Trustee of its
inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day,
specifying the portion of such amount that it will be unable to
deposit. Not later than 3:00 P.M., New York time, on the
Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master
Servicer shall have given notice pursuant to the preceding sentence,
pursuant to Section 7.01, (a) terminate all of the rights and
obligations of the Master Servicer under this Agreement in
accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal to
the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to
this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that resulted
from any Cash Liquidation, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related
Prepayment Period. The amount of each Realized Loss shall be
evidenced by an Officers' Certificate. All Realized Losses, other
than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as
follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the
Class B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; third, to the Class B-1
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until
the Certificate Principal Balance thereof has been reduced to zero;
fifth, to the Class M-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the Class M-1
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; and, thereafter, if such Realized Losses are
on a Discount Mortgage Loan, to the Class A-7 Certificates, in an
amount equal to the Discount Fraction of the principal portion
thereof, and the remainder of such Realized Losses and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans among
all the Senior Certificates (other than the Class A-7 Certificates)
and, in respect of the interest portion of such Realized Losses, the
Excess Spread, on a pro rata basis, as described below. Any Excess
Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses on Non-Discount Mortgage Loans will be
allocated among the Class A (other than the Class A-7 Certificates),
Class M, Class B and Class R Certificates, and, in respect of the
interest portion of such Realized Losses, the Excess Spread, on a
pro rata basis, as described below. The principal portion of such
losses on Discount Mortgage Loans will be allocated to the Class A-7
Certificates in an amount equal to the related Discount Fraction
thereof, and the remainder of such losses on Discount Mortgage Loans
will be allocated among the Class A Certificates (other than the
Class A-7 Certificates), Class M, Class B and Class R Certificates
on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro
rata basis" among two or more specified Classes of Certificates and
the Excess Spread means an allocation on a pro rata basis, among the
various Classes so specified and the Excess Spread, to each such
Class of Certificates on the basis of their then outstanding
Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of
the principal portion of a Realized Loss or based on the Accrued
Certificate Interest thereon or amount of Excess Spread payable on
such Distribution Date (without regard to any Compensating Interest
for such Distribution Date) in the case of an interest portion of a
Realized Loss. Except as provided in the following sentence, any
allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof (any such amount
so allocated to the Class A-2 Certificates to be allocated among the
Components thereof on a pro rata basis) by the amount so allocated,
which allocation shall be deemed to have occurred on such
Distribution Date. Any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to the Class B
Certificates or, after the Certificate Principal Balances of the
Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical
designation shall be made by operation of the definition of
"Certificate Principal Balance" and by operation of the provisions
of Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of
Section 4.02(a). Allocations of the principal portion of Debt
Service Reductions shall be made by operation of the provisions of
Section 4.02(a). All Realized Losses and all other losses allocated
to a Class of Certificates hereunder will be allocated among the
Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall file information
returns with respect to the receipt of mortgage interests received
in a trade or business, the reports of foreclosures and abandonments
of any Mortgaged Property and the information returns relating to
cancellation of indebtedness income with respect to any Mortgaged
Property required by Sections 6050H, 6050J and 6050P, respectively,
of the Code, and deliver to the Trustee an Officers' Certificate on
or before March 31 of each year stating that such reports have been
filed. Such reports shall be in form and substance sufficient to
meet the reporting requirements imposed by Sections 6050H, 6050J and
6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.
As to any Mortgage Loan which is delinquent in payment by 90
days or more, the Master Servicer may, at its option, purchase such
Mortgage Loan from the Trustee at the Purchase Price therefor. If
at any time the Master Servicer makes a payment to the Certificate
Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount
of such payment has been deposited in the Certificate Account, then
the Trustee shall execute the assignment of such Mortgage Loan at
the request of the Master Servicer without recourse to the Master
Servicer which shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and
documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon
own such Mortgage, and all such security and documents, free of any
further obligation to the Trustee or the Certificateholders with
respect thereto. Notwithstanding anything to the contrary in this
Section 4.07, the Master Servicer shall continue to service any such
Mortgage Loan after the date of such purchase in accordance with the
terms of this Agreement and, if any Realized Loss with respect to
such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss
in accordance with the terms hereof as if such Mortgage Loan had not
been so purchased. For purposes of this Agreement, a payment of the
Purchase Price by the Master Servicer pursuant to this Section 4.07
will be viewed as an advance, and the amount of any Realized Loss
shall be recoverable pursuant to the provisions for the recovery of
unreimbursed Advances under Section 4.02(a) or, to the extent not
recoverable under such provisions, as a Nonrecoverable Advance as
set forth herein.
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in
Exhibits A, B, C and D and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the Company upon
receipt by the Trustee or one or more Custodians of the documents
specified in Section 2.01. The Certificates, other than the Class
R Certificates, shall be issuable in minimum dollar denominations of
$25,000 (or $250,000 in the case of the Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3 Certificates) and integral multiples of
$1 (in the case of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-6 Certificates) and $1,000 (in the case of all
other Classes of Certificates) in excess thereof, except that one
Certificate of each of the Class A-7, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates may be issued
in a denomination equal to the denomination set forth as follows for
such Class or the sum of such denomination and an integral multiple
of $1,000:
Class A-7 $ 25,614.04
Class M-1 $ 25,800.00
Class M-2 $250,400.00
Class M-3 $250,400.00
Class B-1 $250,400.00
Class B-2 $200,200.00
Class B-3 $250,243.02
The Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided,
however, that one Class R Certificate will be issuable to
Residential Funding as "tax matters person" pursuant to Section
10.01(c) and (e) in a minimum denomination representing a Percentage
Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee.
Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication
and delivery of such Certificate or did not hold such offices at the
date of such Certificates. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless
there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate upon
any Certificate shall be conclusive evidence, and the only evidence,
that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their
authentication.
(b) The Class A Certificates, other than the Class A-7
Certificates and any Variable Strip Certificates, shall initially be
issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the
Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold their
respective Ownership Interests in and to each of the Class A
Certificates, other than the Class A-7 Certificates and any Variable
Strip Certificates, through the book-entry facilities of the
Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all
purposes (including the making of payments due on the respective
Classes of Book-Entry Certificates) deal with the Depository as the
authorized representative of the Certificate Owners with respect to
the respective Classes of Book-Entry Certificates for the purposes
of exercising the rights of Certificateholders hereunder. The
rights of Certificate Owners with respect to the respective Classes
of Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such
record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to
locate a qualified successor or (ii) the Company at its option
advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of
any such event and of the availability of Definitive Certificates to
Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Definitive
Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or
its nominee, including, without limitation, any delay in delivery of
such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations imposed
upon or to be performed by the Company in connection with the
issuance of the Definitive Certificates pursuant to this Section
5.01 shall be deemed to be imposed upon and performed by the
Trustee, and the Trustee and the Master Servicer shall recognize the
Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) From time to time the Company, with the written consent
of the Owner of the Excess Spread, may cause an additional Class of
Class A Certificates which are Variable Strip Certificates to be
issued under this Agreement, which shall bear a numerical
designation immediately sequentially following the highest numerical
designation of Class A Certificates previously issued and which on
and after the date of issuance of such Class of Variable Strip
Certificates will evidence ownership of the Uncertificated REMIC
Regular Interest or Interests specified by the Company. The
Variable Strip Certificates shall be substantially in the forms set
forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the original issue, be executed and
delivered by the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the Company in
accordance with Section 5.01(a).
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on Transfer
of Excess Spread.
(a) The Trustee shall cause to be kept at one of the offices
or agencies to be appointed by the Trustee in accordance with the
provisions of Section 8.12 a Certificate Register in which, subject
to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee,
shall provide the Master Servicer with a certified list of
Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for
such purpose pursuant to Section 8.12 and, in the case of any Class
M, Class B or Class R Certificate, upon satisfaction of the
conditions set forth below, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new
Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates
may be exchanged for other Certificates of authorized denominations
of a like Class and aggregate Percentage Interest, upon surrender of
the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange the
Trustee shall execute and the Certificate Registrar shall
authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall
(if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized
in writing.
(d) No transfer, sale, pledge or other disposition of a
Class B Certificate shall be made unless such transfer, sale, pledge
or other disposition is exempt from the registration requirements of
the Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws.
Except as provided in Section 5.02(e), in the event that a transfer
of a Class B Certificate is to be made either (i)(A) the Trustee
shall require a written Opinion of Counsel acceptable to and in form
and substance satisfactory to the Trustee and the Company that such
transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws
or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the
Master Servicer; provided that such Opinion of Counsel will not be
required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to an Affiliate
of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of
Exhibit J hereto, and the Trustee shall require the transferor to
execute a representation letter, substantially in the form of
Exhibit K hereto, each acceptable to and in form and substance
satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the
Company or the Master Servicer; provided, however, that such
representation letters will not be required in connection with any
transfer of any such Certificate by the Company or any Affiliate
thereof to an Affiliate of the Company, and the Trustee shall be
entitled to conclusively rely upon a representation (which, upon the
request of the Trustee, shall be a written representation) from the
Company of the status of such transferee as an Affiliate of the
Company, or (ii) the prospective transferee of such a Certificate
shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of
Exhibit L attached hereto (or such other form as the Company in its
sole discretion deems acceptable), which investment letter shall not
be an expense of the Trustee, the Company or the Master Servicer,
and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under
Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B)
is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A. The Holder of any such
Certificate desiring to effect any such transfer, sale, pledge or
other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate
Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made in
accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R
Certificate presented for registration in the name of any Person,
either (i) the Trustee shall require an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee,
the Company and the Master Servicer to the effect that the purchase
or holding of such Class M, Class B or Class R Certificate is
permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code (or comparable provisions of
any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer or (ii) the prospective transferee
shall be required to provide the Trustee, the Company and the Master
Servicer with a certification to the effect set forth in paragraph
six of Exhibit J (with respect to any Class M Certificate or any
Class B Certificate) or with a certification to the effect set forth
in paragraph five of Exhibit I-1 (with respect to any Class R
Certificate), which the Trustee may rely upon without further
inquiry or investigation, or such other certifications as the
Trustee may deem desirable or necessary in order to establish that
such transferee or the Person in whose name such registration is
requested is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of ERISA or Section 4975 of
the Code, or any Person (including an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets"
of any such plan to effect such acquisition; provided, however that
such opinion or certification will not be required in connection
with the initial transfer of any such Certificate by the Company or
any Affiliate thereof to an Affiliate of the Company (in which case,
the Company or any Affiliate thereof shall have deemed to have
represented that such Affiliate is not a Plan or a Person investing
"plan assets" of any Plan) and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of
the Trustee, shall be a written representation) from the Company of
the status of such transferee as an Affiliate of the Company.
(f) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the acceptance
or acquisition of such Ownership Interest to have agreed to be bound
by the following provisions and to have irrevocably authorized the
Trustee or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change
or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall
require delivery to it, and shall not register the Transfer of
any Class R Certificate until its receipt of, (I) an affidavit
and agreement (a "Transfer Affidavit and Agreement," in the
form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things,
that it is a Permitted Transferee, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the
subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to transfer the Class R Certificate, in
form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment
or collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under clause
(B) above, if a Responsible Officer of the Trustee who is
assigned to this Agreement has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no Transfer
of an Ownership Interest in a Class R Certificate to such
proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require
a Transfer Affidavit and Agreement from any other Person to
whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Trustee
written notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such transfer
in the form attached hereto as Exhibit I-2 and all of such other
documents as shall have been reasonably required by the Trustee as
a condition to such registration. Transfers of the Class R
Certificates to Non-United States Persons and Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(g) or for making any payments due
on such Certificate to the holder thereof or for taking any other
action with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder
of a Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive restoration
of the rights of the Holder of such Class R Certificate as described
in clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without notice to the
holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Master Servicer
on such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The
terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result of
the Transfer of an Ownership Interest in a Class R Certificate to
any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue Service
and certain Persons as described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any
regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a Class
R Certificate having as among its record holders at any time any
Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master
Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or elimination
of such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the
Master Servicer stating that the Master Servicer has received
an Opinion of Counsel, in form and substance satisfactory to
the Master Servicer, to the effect that such modification,
addition to or absence of such provisions will not cause the
Trust Fund to cease to qualify as a REMIC and will not cause
(x) the Trust Fund to be subject to an entity-level tax caused
by the Transfer of any Class R Certificate to a Person that is
a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused by
the Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
(g) No service charge shall be made for any transfer or
exchange of Certificates of any Class, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of
Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be destroyed by the Certificate Registrar.
(i) So long as any Excess Spread remains uncertificated, no
transfer, sale, pledge or other disposition thereof shall be made by
Residential Funding.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and (ii) there is delivered to the Trustee
and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence
of notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee
shall execute and the Certificate Registrar shall authenticate and
deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like
tenor, Class and Percentage Interest but bearing a number not
contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be
found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant
to Section 4.02 and for all other purposes whatsoever, and neither
the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to
the contrary except as provided in Section 5.02(g).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of
making distributions to the Certificateholders and the Owner of the
Excess Spread pursuant to Section 4.02. In the event of any such
appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be
deposited with the Paying Agent a sum sufficient to make the
payments to the Certificateholders and the Owner of the Excess
Spread in the amounts and in the manner provided for in Section
4.02, such sum to be held in trust for the benefit of the
Certificateholders and the Owner of the Excess Spread.
The Trustee shall cause each Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to the Certificateholders and the
Owner of the Excess Spread in trust for the benefit of the
Certificateholders and such Owner entitled thereto until such sums
shall be paid to such Certificateholders and such Owner. Any sums
so held by such Paying Agent shall be held only in Eligible Accounts
to the extent such sums are not distributed to the
Certificateholders and such Owner on the date of receipt by such
Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated
Principal Balance is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans, either the Master Servicer
or the Company shall have the right, at its option, to purchase the
Certificates in whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of such Certificates plus
the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that it will purchase the Certificates
pursuant to Section 5.06(a). Notice of any such purchase,
specifying the Distribution Date upon which the Holders may
surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the
office or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master Servicer or the Company, as applicable,
shall deposit in the Certificate Account before the Distribution
Date on which the purchase pursuant to Section 5.06(a) is to be
made, in immediately available funds, an amount equal to the
purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to
be purchased pursuant to Section 5.06(a) by the Holders thereof, the
Trustee shall distribute to such Holders an amount equal to the
outstanding Certificate Principal Balance thereof plus the sum of
one month's Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not
surrender their Certificates on or before the Distribution Date on
which a purchase pursuant to this Section 5.06 is to be made, the
Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company, as
applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the second
notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed
by the Master Servicer or the Company, as applicable, to contact the
Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow
account and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within nine
months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the Holders thereof and the
Master Servicer or the Company, as applicable, shall thereafter hold
such amounts until distributed to such Holders. No interest shall
accrue or be payable to any Certificateholder on any amount held in
the escrow account or by the Master Servicer or the Company, as
applicable, as a result of such Certificateholder's failure to
surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the
Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto
except to receive the purchase price therefor minus any costs and
expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been
purchased on such Distribution Date shall remain outstanding
hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and
the Master Servicer.
The Company and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by the
Company and the Master Servicer herein. By way of illustration and
not limitation, the Company is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section
7.01 or Section 10.01 to assume any obligations of the Master
Servicer or to appoint a designee to assume such obligations, nor is
it liable for any other obligation hereunder that it may, but is not
obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 6.02. Merger or Consolidation of the Company or
the Master Servicer; Assignment of Rights
and Delegation of Duties by Master
Servicer.
(a) The Company and the Master Servicer will each keep in
full effect its existence, rights and franchises as a corporation
under the laws of the state of its incorporation, and will each
obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of
this Agreement, the Certificates or any of the Mortgage Loans and to
perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer
may be merged or consolidated, or any corporation resulting from any
merger or consolidation to which the Company or the Master Servicer
shall be a party, or any Person succeeding to the business of the
Company or the Master Servicer, shall be the successor of the
Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the successor or
surviving Person to the Master Servicer shall be qualified to
service mortgage loans on behalf of FNMA or FHLMC; and provided
further that each Rating Agency's ratings, if any, of the Class A,
Class M, Class B or Class R Certificates in effect immediately prior
to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such
effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and
Section 6.04 to the contrary, the Master Servicer may assign its
rights and delegate its duties and obligations under this Agreement;
provided that the Person accepting such assignment or delegation
shall be a Person which is qualified to service mortgage loans on
behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee
and the Company, is willing to service the Mortgage Loans and
executes and delivers to the Company and the Trustee an agreement,
in form and substance reasonably satisfactory to the Company and the
Trustee, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately
prior to such assignment and delegation will not be qualified,
reduced or withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each Rating Agency).
In the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this
Agreement, except that the Master Servicer shall remain liable for
all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the
Master Servicer shall be under any liability to the Trust Fund or
the Certificateholders or the Owner of the Excess Spread for any
action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the
Company, the Master Servicer or any such Person against any breach
of warranties or representations made herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The
Company, the Master Servicer and any director, officer, employee or
agent of the Company or the Master Servicer may rely in good faith
on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.
The Company, the Master Servicer and any director, officer, employee
or agent of the Company or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and
which in its opinion may involve it in any expense or liability;
provided, however, that the Company or the Master Servicer may in
its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder. In such event,
the legal expenses and costs of such action, proceeding, hearing or
examination and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund, and the Company and the
Master Servicer shall be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate of
such expenses and costs shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company
nor the Master Servicer shall resign from its respective obligations
and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law.
Any such determination permitting the resignation of the Company or
the Master Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Trustee. No such resignation by the
Master Servicer shall become effective until the Trustee or a
successor servicer shall have assumed the Master Servicer's
responsibilities and obligations in accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the
following events (whatever reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or
governmental body):
(i) the Master Servicer shall fail to distribute or
cause to be distributed to the Owner of the Excess Spread or
the Holders of Certificates of any Class any distribution
required to be made under the terms of the Certificates of
such Class and this Agreement and, in either case, such
failure shall continue unremedied for a period of 5 days after
the date upon which written notice of such failure, requiring
such failure to be remedied, shall have been given to the
Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Owner of the
Excess Spread or the Holders of Certificates of such Class
evidencing Percentage Interests aggregating not less than 25%;
or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in the
Certificates of any Class or in this Agreement and such
failure shall continue unremedied for a period of 30 days
(except that such number of days shall be 15 in the case of a
failure to pay the premium for any Required Insurance Policy)
after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company, or to the
Master Servicer, the Company and the Trustee by the Owner of
the Excess Spread or the Holders of Certificates of any Class
evidencing, in the case of any such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities,
or similar proceedings of, or relating to, the Master Servicer
or of, or relating to, all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file
a petition to take advantage of, or commence a voluntary case
under, any applicable insolvency or reorganization statute,
make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and in each and every such case, so long
as such Event of Default shall not have been remedied, either the
Company or the Trustee may, and at the direction of Holders of
Certificates or the Owner of the Excess Spread entitled to at least
51% of the Voting Rights, the Trustee shall, by notice in writing to
the Master Servicer (and to the Company if given by the Trustee or
to the Trustee if given by the Company), terminate all of the rights
and obligations of the Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof, other than its
rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by
notice to the Master Servicer and the Company, immediately terminate
all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as provided
in Section 4.04(b). On or after the receipt by the Master Servicer
of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans
or otherwise, shall subject to Section 7.02 pass to and be vested in
the Trustee or the Trustee's designee appointed pursuant to Section
7.02; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer,
as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee
in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time be
credited to the Custodial Account or the Certificate Account or
thereafter be received with respect to the Mortgage Loans. No such
termination shall release the Master Servicer for any liability that
it would otherwise have hereunder for any act or omission prior to
the effective time of such termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late
collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such
notice, that portion to which Residential Funding would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as
its Servicing Fee in respect thereof, and any other amounts payable
to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the
termination of Residential Funding as Master Servicer hereunder the
Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with
Section 6.04, the Trustee or, upon notice to the Company and with
the Company's consent (which shall not be unreasonably withheld) a
designee (which meets the standards set forth below) of the Trustee,
shall be the successor in all respects to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set
forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on
the Master Servicer (except for the responsibilities, duties and
liabilities contained in Sections 2.02 and 2.03(a), excluding the
duty to notify related Subservicers or Sellers as set forth in such
Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the
investment of funds in the Custodial Account or the Certificate
Account pursuant to Sections 3.07(c) and 4.01(b) by the terms and
provisions hereof); provided, however, that any failure to perform
such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04
shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans which the Master Servicer would have
been entitled to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act hereunder and,
in addition, shall be entitled to the income from any Permitted
Investments made with amounts attributable to the Mortgage Loans
held in the Custodial Account or the Certificate Account. If the
Trustee has become the successor to the Master Servicer in
accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or
shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved
mortgage servicing institution, having a net worth of not less than
$10,000,000 as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder. Pending appointment
of a successor to the Master Servicer hereunder, the Trustee shall
become successor to the Master Servicer and shall act in such
capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements
for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that
no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the
Custodian and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such
succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect
to those Mortgage Loans, if any, where the Subservicing Fee accrues
at a rate of less than 0.20% per annum in the event that the
successor Master Servicer is not servicing such Mortgage Loans
directly and it is necessary to raise the related Subservicing Fee
to a rate of 0.20% per annum in order to hire a Subservicer with
respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor
to the Master Servicer, the Trustee shall give prompt written notice
thereof to the Certificateholders and the Owner of the Excess Spread
at their respective addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Holders of
Certificates notice of each such Event of Default hereunder known to
the Trustee, unless such Event of Default shall have been cured or
waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights
affected by a default or Event of Default hereunder, and the Owner
of the Excess Spread if affected thereby, may waive such default or
Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all
of the Holders of Certificates affected by such default or Event of
Default and the Owner of the Excess Spread if so affected and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of
Certificates or the Owner of the Excess Spread in the manner set
forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the
requisite percentage of Voting Rights affected by such default or
Event of Default, such default or Event of Default shall cease to
exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon
except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. In case an Event of
Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform to
the requirements of this Agreement. The Trustee shall notify the
Certificateholders and the Owner of the Excess Spread of any such
documents which do not materially conform to the requirements of
this Agreement in the event that the Trustee, after so requesting,
does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded
by the Trustee pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The
Trustee shall furnish in a timely fashion to the Master Servicer
such information as the Master Servicer may reasonably request from
time to time for the Master Servicer to fulfill its duties as set
forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to
maintain the status of the Trust Fund as a REMIC under the REMIC
Provisions and (subject to Section 10.01(f)) to prevent the
imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct;
provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which
may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee by the Company or the Master Servicer and which on
their face, do not contradict the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the
pertinent facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of
Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating
not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a default in payment to the Trustee)
specified in clauses (i) and (ii) of Section 7.01 or an Event
of Default under clauses (iii), (iv) and (v) of Section 7.01
unless a Responsible Officer of the Trustee assigned to and
working in the Corporate Trust Office obtains actual knowledge
of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office
from the Master Servicer, the Company or any Certificateholder
or the Owner of the Excess Spread; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to
expend or risk its own funds (including, without limitation,
the making of any Advance) or otherwise incur any personal
financial liability in the performance of any of its duties as
Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to
it.
(d) The Trustee shall timely pay, from its own funds, the
amount of any and all federal, state and local taxes imposed on the
Trust Fund or its assets or transactions including, without
limitation, (A) "prohibited transaction" penalty taxes as defined in
Section 860F of the Code, if, when and as the same shall be due and
payable, (B) any tax on contributions to a REMIC after the Closing
Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of
the Code, but only if such taxes arise out of a breach by the
Trustee of its obligations hereunder, which breach constitutes
negligence or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been signed
or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any
Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders or the Owner of the
Excess Spread, pursuant to the provisions of this Agreement,
unless such Certificateholders or such Owner shall have
offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured),
to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in
their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own
affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default which
may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do
by Holders of Certificates of any Class evidencing, as to such
Class, Percentage Interests, aggregating not less than 50%;
provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to
it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Master Servicer, if an
Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing any
Tax Returns required to be filed on behalf of the Trust Fund.
The Trustee shall sign on behalf of the Trust Fund and deliver
to the Master Servicer in a timely manner any Tax Returns
prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the
Trustee for signing any such Tax Returns that contain errors
or omissions.
(b) Following the issuance of the Certificates, the Trustee
shall not accept any contribution of assets to the Trust Fund unless
(subject to Section 10.01(f)) it shall have obtained or been
furnished with an Opinion of Counsel to the effect that such
contribution will not (i) cause the Trust Fund to fail to qualify as
a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of
such contribution (including the imposition of any federal tax on
"prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the execution of the Certificates and relating to the
acceptance and receipt of the Mortgage Loans) shall be taken as the
statements of the Company or the Master Servicer as the case may be,
and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that
the Certificates shall be duly and validly executed and
authenticated by it as Certificate Registrar) or of any Mortgage
Loan or related document. Except as otherwise provided herein, the
Trustee shall not be accountable for the use or application by the
Company or the Master Servicer of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any
funds paid to the Company or the Master Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Custodial
Account or the Certificate Account by the Company or the Master
Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the
Trustee and any co-trustee from time to time, and the Trustee and
any co-trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services
rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and
duties hereunder of the Trustee and any co-trustee, and the Master
Servicer will pay or reimburse the Trustee and any co-trustee upon
request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee or any co-trustee in accordance with
any of the provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ, and the expenses
incurred by the Trustee or any co-trustee in connection with the
appointment of an office or agency pursuant to Section 8.12) except
any such expense, disbursement or advance as may arise from its
negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for,
and to hold the Trustee harmless against, any loss, liability or
expense incurred without negligence or willful misconduct on its
part, arising out of, or in connection with, the acceptance and
administration of the Trust Fund, including the costs and expenses
(including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of
any of its powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall
have given the Master Servicer written notice thereof promptly
after the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense,
the Trustee shall cooperate and consult fully with the Master
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into without
the prior consent of the Master Servicer which consent shall
not be unreasonably withheld.
No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of the Master Servicer to indemnify
the Trustee under the conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by
the Master Servicer in this Section 8.05(b) shall not pertain to any
loss, liability or expense of the Trustee, including the costs and
expenses of defending itself against any claim, incurred in
connection with any actions taken by the Trustee at the direction of
the Certificateholders or the Owner of the Excess Spread pursuant to
the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or
a national banking association having its principal office in a
state and city acceptable to the Company and organized and doing
business under the laws of such state or the United States of
America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or
state authority. If such corporation or national banking
association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with
the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice thereof to
the Company. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to
resign after written request therefor by the Company, or if at any
time the Trustee shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the
Company may remove the Trustee and appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor
trustee. In addition, in the event that the Company determines that
the Trustee has failed (i) to distribute or cause to be distributed
to the Certificateholders or the Owner of the Excess Spread any
amount required to be distributed hereunder, if such amount is held
by the Trustee or its Paying Agent (other than the Master Servicer
or the Company) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied
for a period of 5 days (in respect of clause (i) above) or 30 days
(in respect of clause (ii) above) after the date on which written
notice of such failure, requiring that the same be remedied, shall
have been given to the Trustee by the Company, then the Company may
remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In
connection with the appointment of a successor trustee pursuant to
the preceding sentence, the Company shall, on or before the date on
which any such appointment becomes effective, obtain from each
Rating Agency written confirmation that the appointment of any such
successor trustee will not result in the reduction of the ratings on
any class of the Certificates below the lesser of the then current
or original ratings on such Certificates.
(c) The Holders of Certificates or Excess Spread entitled to
at least 51% of the Voting Rights may at any time remove the Trustee
and appoint a successor trustee by written instrument or
instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Company, one complete set to
the Trustee so removed and one complete set to the successor so
appointed.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the provisions
of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Company and to
its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with
all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held by
a Custodian, which shall become the agent of any successor trustee
hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights,
powers, duties and obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless at the time of such acceptance such
successor trustee shall be eligible under the provisions of Section
8.06.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register. If the
Company fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the
Trustee may be merged or converted or with which it may be
consolidated or any corporation or national banking association
resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or national banking
association succeeding to the business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation or
national banking association shall be eligible under the provisions
of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Trustee shall mail
notice of any such merger or consolidation to the Certificateholders
and the Owner of the Excess Spread at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.
(a) Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer
and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all
or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If
the Master Servicer shall not have joined in such appointment within
15 days after the receipt by it of a request so to do, or in case an
Event of Default shall have occurred and be continuing, the Trustee
alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and
no notice to Holders of Certificates or the Owner of the Excess
Spread of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or
separate trustee pursuant to this Section 8.10 all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall
be conferred or imposed upon and exercised or performed by the
Trustee, and such separate trustee or co-trustee jointly, except to
the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the
Trustee.
(c) Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this
Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and
be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and
the Company, appoint one or more Custodians who are not Affiliates
of the Company, the Master Servicer or any Seller to hold all or a
portion of the Mortgage Files as agent for the Trustee, by entering
into a Custodial Agreement. Subject to Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for
the benefit of the Certificateholders and the Owner of the Excess
Spread. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined
capital and surplus of at least $15,000,000 and shall be qualified
to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodial Agreement may be amended only as provided in
Section 11.01. The Trustee shall notify the Certificateholders and
the Owner of the Excess Spread of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant
to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of
New York where Certificates may be surrendered for registration of
transfer or exchange. The Trustee initially designates its offices
located at One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126 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 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee
created hereby in respect of the Certificates and the Excess Spread
(other than the obligation of the Trustee to make certain payments
after the Final Distribution Date to Certificateholders and the
Owner of the Excess Spread and the obligation of the Company to send
certain notices as hereinafter set forth) shall terminate upon the
last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition
of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company
of all Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Fund at a price equal
to 100% of the unpaid principal balance of each Mortgage Loan
or, if less than such unpaid principal balance, the fair
market value of the related underlying property of such
Mortgage Loan with respect to Mortgage Loans as to which title
has been acquired if such fair market value is less than such
unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus
accrued interest thereon at the Net Mortgage Rate to, but not
including, the first day of the month in which such repurchase
price is distributed, provided, however, that in no event
shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date
hereof and provided further that the purchase price set forth
above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of the Trust Fund
as a REMIC.
The right of the Master Servicer or the Company to purchase
all the assets of the Trust Fund pursuant to clause (ii) above is
conditioned upon the Pool Stated Principal Balance as of the Final
Distribution Date being less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans. If such right is exercised
by the Master Servicer, the Master Servicer shall be deemed to have
been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In
addition, the Master Servicer or the Company, as applicable, shall
provide to the Trustee the certification required by Section 3.15
and the Trustee and any Custodian shall, promptly following payment
of the purchase price, release to the Master Servicer or the
Company, as applicable, the Mortgage Files pertaining to the
Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the exercise by the Company of its right
to purchase the assets of the Trust Fund, the Company shall give the
Trustee not less than 60 days' prior notice of the Distribution Date
on which the Master Servicer or the Company, as applicable,
anticipates that the final distribution will be made to
Certificateholders and the Owner of the Excess Spread (whether as a
result of the exercise by the Master Servicer or the Company of its
right to purchase the assets of the Trust Fund or otherwise).
Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a
Distribution Date) upon which the Certificateholders may surrender
their Certificates to the Trustee (if so required by the terms
hereof) for payment of the final distribution and cancellation,
shall be given promptly by the Master Servicer or the Company, as
applicable (if it is exercising its right to purchase the assets of
the Trust Fund), or by the Trustee (in any other case) by letter to
the Certificateholders and the Owner of the Excess Spread mailed not
earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates and the Excess Spread is
anticipated to be made upon presentation and surrender of
Certificates at the office or agency of the Trustee therein
designated,
(ii) the amount of any such final payment, if known,
and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Class A Certificates, Class M Certificates and Class R
Certificates, that payment will be made only upon presentation
and surrender of the Certificates at the office or agency of
the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated
to give notice to Certificateholders and the Owner of the Excess
Spread as aforesaid, it shall give such notice to the Certificate
Registrar at the time such notice is given to Certificateholders and
the Owner of the Excess Spread. In the event such notice is given
by the Master Servicer or the Company, the Master Servicer or the
Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund
computed as above provided.
(c) In the case of the Class A, Class M, Class B and Class R
Certificates, upon presentation and surrender of the Certificates by
the Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's
or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount
determined as follows: (A) with respect to each Certificate the
outstanding Certificate Principal Balance thereof, plus one month's
Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section
4.02(a), and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution (including the
repurchase price specified in clause (ii) of subsection (a) of this
Section) over the total amount distributed under the immediately
preceding clause (A) and the Excess Spread. The Trustee shall also
distribute to the Owner the Excess Spread.
(d) In the event that any Certificateholders shall not
surrender their Certificates for final payment and cancellation on
or before the Final Distribution Date (if so required by the terms
hereof), the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the
Master Servicer or the Company, as applicable (if it exercised its
right to purchase the assets of the Trust Fund), or the Trustee (in
any other case) shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have
been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer or the Company,
as applicable, to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice
any Certificates shall not have been surrendered for cancellation,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and the
Master Servicer or the Company, as applicable, shall thereafter hold
such amounts until distributed to such holders. No interest shall
accrue or be payable to any Certificateholder on any amount held in
the escrow account or by the Master Servicer or the Company, as
applicable, as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with
the following additional requirements, unless (subject to Section
10.01(f)) the Trustee and the Master Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense
of the Trustee) to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 9.02 will not (i)
result in the imposition on the Trust Fund of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii)
cause the Trust Fund to fail to qualify as a REMIC at any time that
any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for the Trust Fund and specify the first
day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the
requirements of a qualified liquidation for the Trust Fund
under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at
the commencement of such 90-day liquidation period and, at or
prior to the time of making of the final payment on the
Certificates, the Trustee shall sell or otherwise dispose of
all of the remaining assets of the Trust Fund in accordance
with the terms hereof; and
(iii) If the Master Servicer or the Company is
exercising its right to purchase the assets of the Trust Fund,
the Master Servicer shall, during the 90-day liquidation
period and at or prior to the Final Distribution Date,
purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter
ends after the commencement of the 90-day liquidation period
but prior to the Final Distribution Date, the Master Servicer
or the Company shall not purchase any of the assets of the
Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby
irrevocably approves and appoints the Master Servicer as its
attorney-in-fact to adopt a plan of complete liquidation for the
Trust Fund at the expense of the Trust Fund in accordance with the
terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to
treat the Trust Fund as a REMIC under the Code and, if necessary,
under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including
Form 8811) or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in
respect of the Trust Fund, the Class A, Class M and Class B
Certificates and the Uncertificated REMIC Regular Interests shall be
designated as the "regular interests" and the Class R Certificates
shall be designated as the sole class of "residual interests" in the
REMIC. The Excess Spread will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular Interest.
The REMIC Administrator and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of
the Code) in the REMIC other than the Certificates and the
Uncertificated REMIC Regular Interests.
(b) The Closing Date is hereby designated as the
"startup day" of the Trust Fund within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R
Certificate representing a 0.01% Percentage Interest of the Class R
Certificates and shall be designated as "the tax matters person"
with respect to the REMIC in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations
section 301.6231(a)(7)-1T. Residential Funding, as tax matters
person, shall (i) act on behalf of the REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent
the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with
respect thereto. The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such proceeding
and any liability resulting therefrom shall be expenses of the Trust
Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 unless
such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence.
If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its
duties as REMIC Administrator and shall be paid reasonable
compensation by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to
be prepared all of the Tax Returns that it determines are required
with respect to the REMIC created hereunder and deliver such Tax
Returns in a timely manner to the Trustee and the Trustee shall sign
and file such Tax Returns in a timely manner. The expenses of
preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with
respect to any tax or liability arising from the Trustee's signing
of Tax Returns that contain errors or omissions. The Trustee and
Master Servicer shall promptly provide the REMIC Administrator with
such information as the REMIC Administrator may from time to time
request for the purpose of enabling the REMIC Administrator to
prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any
Transferor of a Class R Certificate such information as is necessary
for the application of any tax relating to the transfer of a Class
R Certificate to any Person who is not a Permitted Transferee, (ii)
to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person
who will serve as the representative of the REMIC.
(f) The Master Servicer and the REMIC Administrator
shall take such actions and shall cause the REMIC created hereunder
to take such actions as are reasonably within the Master Servicer's
or the REMIC Administrator's control and the scope of its duties
more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the
REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). In
performing their duties more specifically set forth herein, the
Master Servicer and the REMIC Administrator shall not knowingly or
intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the REMIC as a REMIC or (ii) result in the
imposition of a tax upon the REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of
the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of
an Opinion of Counsel or the indemnification referred to in this
sentence, an "Adverse REMIC Event") unless the Master Servicer or
the REMIC Administrator, as applicable, has received an Opinion of
Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or
the REMIC Administrator, as applicable, determines that taking such
action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer, the REMIC Administrator
or the Trustee) to the effect that the contemplated action will not,
with respect to the REMIC created hereunder, endanger such status
or, unless the Master Servicer, the REMIC Administrator or both, as
applicable, determine in its or their sole discretion to indemnify
the Trust Fund against the imposition of such a tax, result in the
imposition of such a tax. Wherever in this Agreement a contemplated
action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be
taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken
provided that the indemnity given in the preceding sentence with
respect to any taxes that might be imposed on the Trust Fund has
been given and that all other preconditions to the taking of such
action have been satisfied. The Trustee shall not take or fail to
take any action (whether or not authorized hereunder) as to which
the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to
the effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with respect
to the REMIC or its assets, or causing the REMIC to take any action,
which is not expressly permitted under the terms of this Agreement,
the Trustee will consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to
occur with respect to the REMIC and the Trustee shall not take any
such action or cause the REMIC to take any such action as to which
the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The
Master Servicer or the REMIC Administrator, as applicable, may
consult with counsel to make such written advice, and the cost of
same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer will to
the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the
assets of the REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of the REMIC created hereunder as defined
in Section 860F(a)(2) of the Code, on "net income from foreclosure
property" of the REMIC as defined in Section 860G(c) of the Code, on
any contributions to the REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed
by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax
arises out of or results from a breach by the Master Servicer of any
of its obligations under this Agreement or the Master Servicer has
in its sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under
this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of
such taxes shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for
federal income tax purposes, maintain books and records with respect
to the REMIC on a calendar year and on an accrual basis or as
otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master
Servicer nor the Trustee shall accept any contributions of assets to
the REMIC unless (subject to Section 10.01(f)) the Master Servicer
and the Trustee shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the REMIC will not cause
the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under
the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall
(subject to Section 10.01(f)) enter into any arrangement by which
the REMIC will receive a fee or other compensation for services nor
permit the REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code
or "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(k) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" by which the Excess Spread and the
Certificate Principal Balance of each Class of Certificates (other
than the Variable Strip Certificates) representing a regular
interest in the REMIC would be reduced to zero is July 25, 2011,
which is the Distribution Date immediately following the latest
scheduled maturity of any Mortgage Loan. The latest possible
Maturity Date for each Uncertificated REMIC Regular Interest is the
Distribution Date immediately following the latest scheduled
maturity date for the related Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall
sell, dispose of or substitute for any of the Mortgage Loans (except
in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination
of the REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for the REMIC, nor sell or dispose
of any investments in the Custodial Account or the Certificate
Account for gain nor accept any contributions to the REMIC after the
Closing Date unless it has received an Opinion of Counsel that such
sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the
Master Servicer has determined in its sole discretion to indemnify
the Trust Fund against such tax, cause the REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund,
the Company, the REMIC Administrator and the Master Servicer for any
taxes and costs including, without limitation, any reasonable
attorneys fees imposed on or incurred by the Trust Fund, the Company
or the Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the
Trust Fund, the Company, the Master Servicer and the Trustee for any
taxes and costs (including, without limitation, any reasonable
attorneys' fees) imposed on or incurred by the Trust Fund, the
Company, the Master Servicer or the Trustee, as a result of a breach
of the REMIC Administrator's covenants set forth in this Article X
with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's
execution of Tax Returns prepared by the REMIC Administrator that
contain errors or omissions; provided, however, that such liability
will not be imposed to the extent such breach is a result of an
error or omission in information provided to the REMIC Administrator
by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust
Fund, the Company, the REMIC Administrator and the Trustee for any
taxes and costs (including, without limitation, any reasonable
attorneys' fees) imposed on or incurred by the Trust Fund, the
Company or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's
execution of Tax Returns prepared by the Master Servicer that
contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended
from time to time by the Company, the Master Servicer and the
Trustee, without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or desirable
to maintain the qualification of the Trust Fund as a REMIC at
all times that any Certificate is outstanding or to avoid or
minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the
Trust Fund, provided that the Trustee has received an Opinion
of Counsel to the effect that (A) such action is necessary or
desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B)
such action will not adversely affect in any material respect
the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits
into the Custodial Account or the Certificate Account or to
change the name in which the Custodial Account is maintained,
provided that (A) the Certificate Account Deposit Date shall
in no event be later than the related Distribution Date, (B)
such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates by virtue of their being
the "residual interests" in the REMIC provided that (A) such
change shall not result in reduction of the rating assigned to
any such Class of Certificates below the lower of the then-current
rating or the rating assigned
to such Certificates as
of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and (B) such change shall not (subject
to Section 10.01(f)), as evidenced by an Opinion of Counsel
(at the expense of the party seeking so to modify, eliminate
or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject
to a federal tax caused by a transfer to a Person that is not
a Permitted Transferee,
(vi) to provide for all or a portion of the Excess
Spread to be certificated and designated as a Variable Strip
Certificate, or
(vii) to make any other provisions with respect to
matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such
action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be
amended from time to time by the Company, the Master Servicer and
the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby and the
Owner of the Excess Spread, if affected thereby, for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of
Certificates of such Class or of the Excess Spread; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the
timing of, payments which are required to be distributed on
any Certificate or the Excess Spread without the consent of
the Holder of such Certificate or the Owner of the Excess
Spread,
(ii) reduce the aforesaid percentage of Certificates of
any Class the Holders of which are required to consent to any
such amendment, in any such case without the consent of the
Holders of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel
(subject to Section 10.01(f) and at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of
any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition
of a federal tax on the Trust Fund or cause the Trust Fund to fail
to qualify as a REMIC at any time that any Certificate is
outstanding.
(d) Promptly after the execution of any such amendment the
Trustee shall furnish written notification of the substance of such
amendment to each Certificateholder and the Owner of the Excess
Spread. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the
particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Trustee may
prescribe.
(e) The Company shall have the option, in its sole
discretion, to obtain and deliver to the Trustee any corporate
guaranty, payment obligation, irrevocable letter of credit, surety
bond, insurance policy or similar instrument or a reserve fund, or
any combination of the foregoing, for the purpose of protecting the
Holders of the Class B Certificates against any or all Realized
Losses or other shortfalls. Any such instrument or fund shall be
held by the Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be deemed to be
under any circumstances included in the Trust Fund. To the extent
that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established
shall be an outside reserve fund and not an asset of the Trust Fund,
(ii) any such reserve fund shall be owned by the Company, and (iii)
amounts transferred by the Trust Fund to any such reserve fund shall
be treated as amounts distributed by the Trust Fund to the Company
or any successor, all within the meaning of Treasury Regulations
Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this
Agreement and any provision hereof may be modified, added to,
deleted or otherwise amended in any manner that is related or
incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the
consent of any Certificateholder and without the consent of the
Master Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or otherwise
adversely affect the interests of the Class A Certificateholders,
the Class R Certificateholders, the Class M Certificateholders, the
Master Servicer or the Trustee, as applicable; provided that the
Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect
that any such amendment will not cause (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under Section
860G(d)(1) of the Code and (b) the Trust Fund to fail to qualify as
a REMIC at any time that any Certificate is outstanding. In the
event that the Company elects to provide such coverage in the form
of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment
to this Agreement shall be substantially in the form attached hereto
as Exhibit M (in which case Residential Funding's Subordinate
Certificate Loss Obligation as described in such exhibit shall be
established by Residential Funding's consent to such amendment) and
that the limited guaranty shall be executed in the form attached
hereto as Exhibit N, with such changes as the Company shall deem to
be appropriate; it being understood that the Trustee has reviewed
and approved the content of such forms and that the Trustee's
consent or approval to the use thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by
the Trustee (pursuant to the request of Holders of Certificates
entitled to at least 25% of the Voting Rights), but only upon
direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust Fund, nor otherwise
affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote
(except as expressly provided herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed
so as to constitute the Certificateholders or the Owner of the
Excess Spread from time to time as partners or members of an
association; nor shall any Certificateholder or the Owner of the
Excess Spread be under any liability to any third person by reason
of any action taken by the parties to this Agreement pursuant to any
provision hereof.
(c) Neither the Owner of the Excess Spread nor any
Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity
or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written
notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates of any Class
evidencing in the aggregate not less than 25% of the related
Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and
offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder and the
Owner of the Excess Spread with every other Certificateholder and
the Trustee, that no one or more Holders of Certificates of any
Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the
rights of the Holders of any other of such Certificates of such
Class or any other Class, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for
the common benefit of Certificateholders of such Class or all
Classes, as the case may be. For the protection and enforcement of
the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and
construed in accordance with the laws of the State of New York and
the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at
or mailed by registered mail, postage prepaid (except for notices to
the Trustee which shall be deemed to have been duly given only when
received), to (a) in the case of the Company, 8400 Normandale Lake
Boulevard, Suite 700, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to
the Master Servicer and the Trustee in writing by the Company, (b)
in the case of the Master Servicer, 10 Universal City Plaza, Suite
2100, Universal City, California 91608, Attention: Bond
Administration Team Leader or such other address as may be hereafter
furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, Four Albany Street, New
York, New York 10006, Attention: Residential Funding Corporation
Series 1996-S17 or such other address as may hereafter be furnished
to the Company and the Master Servicer in writing by the Trustee,
(d) in the case of Fitch, One State Street Plaza, New York, New York
10004, or such other address as may hereafter be furnished to the
Company, the Trustee and the Master Servicer in writing by Fitch and
(e) in the case of Standard & Poor's, 25 Broadway, New York, New
York 10004 or such other address as may be hereafter furnished to
the Company, Trustee, and Master Servicer by Standard & Poor's. Any
notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address
of such holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating Agency and the Subservicer at
such time as it is otherwise required pursuant to this Agreement to
give notice of the occurrence of, any of the events described in
clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a
copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements
described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors and omissions
insurance policy required by Section 3.12 or the cancellation
or modification of coverage under any such instrument,
(e) the statement required to be delivered to the
Holders of each Class of Certificates and the Owner of the
Excess Spread pursuant to Section 4.03,
(f) the statements required to be delivered pursuant
to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account
or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall
to the Holders of any Class of Certificates or the Owner of
the Excess Spread resulting from the failure by the Master
Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence of
the events described in clauses (d), (g) or (h) above, the Master
Servicer shall provide prompt written notice to each Rating Agency
and the Subservicer of any such event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for
Resecuritization.
This Agreement may be supplemented by means of the addition of
a separate Article hereto (a "Supplemental Article") for the purpose
of resecuritizing any of the Certificates issued hereunder, under
the following circumstances. With respect to any Class or Classes
of Certificates issued hereunder, or any portion of any such Class,
as to which the Company or any of its Affiliates (or any designee
thereof) is the registered Holder (the "Resecuritized
Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust or custodial
arrangement (a "Restructuring Vehicle") to be held by the Trustee
pursuant to a Supplemental Article. The instrument adopting such
Supplemental Article shall be executed by the Company, the Master
Servicer and the Trustee; provided, that neither the Master Servicer
nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected
thereby. To the extent that the terms of the Supplemental Article
do not in any way affect any provisions of this Agreement as to any
of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary
provisions relating to the holding of the Resecuritized Certificates
by the Trustee, the establishment of the Restructuring Vehicle, the
issuing of various classes of new certificates by the Restructuring
Vehicle and the distributions to be made thereon, and any other
provisions necessary for the purposes thereof. In connection with
each Supplemental Article, the Company shall deliver to the Trustee
an Opinion of Counsel to the effect that (i) the Restructuring
Vehicle will qualify as a REMIC, grantor trust or other entity not
subject to taxation for federal income tax purposes and (ii) the
adoption of the Supplemental Article will not endanger the status of
the Trust Fund as a REMIC or (subject to Section 10.01(f)) result in
the imposition of a tax upon the Trust Fund (including but not
limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC as
set forth in Section 860G(d) of the Code.
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized and their respective
seals, duly attested, to be hereunto affixed, all as of the day and
year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name:Randy Van Zee
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name:Diane S. Wold
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO
as Trustee
[Seal]
By:
Name: Stephen Wagner
Title: Vice President
Attest:
Name: Faye Wright
Title: Assistant Secretary
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 1996 before me, a notary public
in and for said State, personally appeared Randy Van Zee, known to
me to be a Vice President of Residential Funding Mortgage Securities
I, Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first
above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 1996 before me, a notary
public in and for said State, personally appeared Diane S. Wold,
known to me to be a Director of Residential Funding Corporation, one
of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first
above written.
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of July, 1996 before me, a notary public
in and for said State, personally appeared Stephen Wagner, known to
me to be a Vice President of The First National Bank of Chicago, the
national banking association that executed the within instrument,
and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first
above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (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 JULY 30, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT ____% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000]
OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], THE YIELD TO MATURITY IS
___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $_______ PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE], COMPUTED USING THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR
AT
ANY OTHER RATE [OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
Certificate No. ____ 7.25% Pass-Through Rate
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest: ___%]
July 1, 1996
Aggregate [Initial
Certificate Principal
Balance] of the Class A-__
Certificates:
First Distribution Date:
August 26, 1996
Master Servicer: [Initial] [Certificate
Principal
Residential Funding Balance] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760947-_____
July 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S17
evidencing a percentage interest in the
distributions allocable to the Class A-__
Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate [(obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class A-___ Certificates, both as specified
above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one-
to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered at the close
of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to Holders of Class A-__ Certificates on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Master Servicer or
such Paying Agent, or by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. [The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and any Realized
Losses allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement. In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master Servicer,
to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the
rights and obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under the Agreement
at any time by the Company, the Master Servicer and the Trustee with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest will be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall terminate
upon the payment to Certificateholders of all amounts held by or on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: July 30, 1996 THE FIRST NATIONAL
BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE EXCESS SPREAD AND CLASS R CERTIFICATES [AND CLASS
M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION
5.02(e) OF THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT") OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
JULY 30, 1996. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ____% OF
THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED
UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION [OR AT ANY OTHER RATE.]
Certificate No. ___ 7.25% Pass-Through
Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
July 1, 1996 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
August 26, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S17
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 Initial Certificate Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes any successor
entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered at the close
of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Master Servicer or
such Paying Agent, or by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
No transfer of this Class M Certificate will be made
unless the Trustee has received either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee,
the Company and the Master Servicer with respect to the
permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things,
that the transferee's acquisition of a Class M Certificate will not
constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement,
either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used
by it to purchase the Certificate is an "insurance company general
account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive relief
afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement. In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master Servicer,
to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the
rights and obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under the Agreement
at any time by the Company, the Master Servicer and the Trustee with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest will be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
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: July 30, 1996 THE FIRST NATIONAL
BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE EXCESS SPREAD, THE CLASS R CERTIFICATES [,] [AND]
THE CLASS M CERTIFICATES [AND] [THE CLASS B-1 CERTIFICATES] [AND THE
CLASS B-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION
5.02(e) OF THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT") OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS
CERTIFICATE IS JULY 30, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT ____% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 7.25 % Pass-Through
Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
July 1, 1996
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
August 26, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S17
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
Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class B-__
Certificates, both as specified above) in certain distributions with
respect to a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month next preceding the month of such
distribution (the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and
principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Master Servicer or
such Paying Agent, or by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made
unless the Trustee has received either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee,
the Company and the Master Servicer with respect to the
permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things,
that the transferee's acquisition of a Class B Certificate will not
constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement,
either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used
by it to purchase the Certificate is an "insurance company general
account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive relief
afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement. In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master Servicer,
to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the
rights and obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under the Agreement
at any time by the Company, the Master Servicer and the Trustee with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of
Certificates.
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: July 30, 1996 THE FIRST NATIONAL
BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION
5.02(e) OF THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT") OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT
TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS
NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF
THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE
DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
THIS PARAGRAPH.
Certificate No. ___ 7.25% Pass-Through
Rate
Class R Senior Aggregate Initial
Certificate Principal
Balance of the Class
R Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
July 1, 1996 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
August 26, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760947-_____
Assumed Final Distribution Date:
July 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S17
evidencing a percentage interest in any
distributions allocable to the Class R
Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to a Trust Fund,
consisting primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes any successor
entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered at the close
of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class R Certificates on
such Distribution Date.
Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the Agreement to
the effect that (i) each person holding or acquiring any Ownership
Interest in this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any Ownership Interest in
this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that it
is a United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely
null and void and will vest no rights in the purported transferee,
and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Company will
have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser
selected by the Company, which purchaser may be the Company, or any
affiliate of the Company, on such terms and conditions as the
Company may choose.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and any Realized
Losses allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this Certificate will
remain outstanding under the Agreement and the Holder hereof may
have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of
the Agreement.
No transfer of this Class R Certificate will be made
unless the Trustee has received either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee,
the Company and the Master Servicer with respect to the
permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things,
that the transferee's acquisition of a Class R Certificate will not
constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement,
stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement. In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master Servicer,
to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the
rights and obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under the 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: July 30, 1996 THE FIRST NATIONAL
BANK OF CHICAGO
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in
the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of July 1, 1996, by
and among THE FIRST NATIONAL BANK OF CHICAGO, as Trustee (including
its successors under the Pooling Agreement defined below, the
"Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
any successor in interest or successor under the Pooling Agreement
referred to below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the
Trustee have entered into a Pooling and Servicing Agreement dated as
of July 1, 1996, relating to the issuance of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1996-S17 (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
$15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this Agreement
or pursuant to any other instrument or document delivered hereunder
shall be in writing and, unless otherwise specifically provided, may
be delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by
the particular party whose address is stated herein by similar
notice in writing), in which case the notice will be deemed
delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties hereto, and
neither the Company, the Master Servicer nor the Trustee shall enter
into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian of
any amendment or supplement to the Pooling Agreement and furnish the
Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of New York and
shall be construed and enforced in accordance with and governed by
the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests in
the aggregate of not less than 25% of the Trust Fund), but only upon
direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Master Servicer to the effect that the failure
to effect such recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: THE FIRST NATIONAL
BANK OF CHICAGO,
as Trustee
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation
Series 1996-S17
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of July, 1996, before me, a notary
public in and for said State, personally appeared
_______________________, known to me to be a Vice President of The
First National Bank of Chicago, a 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
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 1996, before me, a notary
public in and for said State, personally appeared Kathleen
Marshall, known to me to be a Trust Officer of Norwest Bank
Minnesota, National Association, a national banking association
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said national banking
association, and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 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 July, 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
July 30, 1996
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
Re: Custodial Agreement dated as of July 1, 1996, by
and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1996-S17
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling
Agreement, the undersigned, as Custodian, hereby certifies that it
has received a Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
Re: Custodial Agreement dated as of July 1, 1996, by
and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1996-S17
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File to the extent
required pursuant to Section 2.01(b) of the Pooling Agreement with
respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents
have been executed and received and that such documents related to
the Mortgage Loans identified on the Mortgage Loan Schedule, with
any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
Re: Custodial Agreement dated as of July 1, 1996, by
and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1996-S17
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 : 07/24/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.34.13 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S17 CUTOFF : 07/01/96
POOL : 0004215
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1445290 356/728 F 504,000.00 ZZ
180 504,000.00 1
230 JENSEN SPRINGS ROAD 8.250 4,889.51 80
8.000 4,889.51 635,000.00
LOS GATOS CA 95030 2 05/24/96 00
0380470428 05 08/01/96 0
2316545 O 07/01/11
0
1471659 356/728 F 244,800.00 ZZ
180 244,115.76 1
43847 N MORAY STREET 8.375 2,392.74 80
8.125 2,392.74 306,000.00
FREMONT CA 94539 2 05/03/96 00
0380455353 05 07/01/96 0
2340149 O 06/01/11
0
1479874 429/429 F 400,000.00 ZZ
180 385,972.63 1
10 WHITMAN ROAD 8.000 3,822.61 55
7.750 3,822.61 730,000.00
GREAT NECK NY 11023 5 09/21/95 00
21215512 05 11/01/95 0
21215512 O 10/01/10
0
1481104 638/728 F 1,000,000.00 ZZ
180 994,452.28 1
3923 NORTH RIVERWOOD DRIVE 8.500 9,847.40 50
8.250 9,847.40 2,000,000.00
PROVO UT 84604 5 04/02/96 00
0380437351 05 06/01/96 0
1
760 O 05/01/11
0
1482364 640/728 F 208,800.00 ZZ
180 205,607.34 1
216 WINDEMERE DRIVE 7.500 1,935.60 90
7.250 1,935.60 232,000.00
JACKSON TN 38305 2 01/26/96 01
0380390188 05 03/01/96 25
5647359 O 02/01/11
0
1483459 375/728 F 260,000.00 ZZ
180 256,829.50 1
2248 95TH AVENUE NE 7.500 2,410.23 65
7.250 2,410.23 405,000.00
BELLEVUE WA 98004 2 02/12/96 00
0380384389 05 04/01/96 0
UNKNOWN O 03/01/11
0
1484026 B46/728 F 417,000.00 ZZ
180 415,834.44 1
21631 MONTBURY DRIVE 8.375 4,075.87 74
8.125 4,075.87 565,000.00
LAKE FOREST CA 92630 2 05/01/96 00
0380466996 05 07/01/96 0
101793 O 06/01/11
0
1484093 098/098 F 248,700.00 ZZ
180 248,035.31 1
313 RIVERDALE DRIVE 8.875 2,504.03 41
8.625 2,504.03 615,000.00
FORT LEE NJ 07024 2 05/16/96 00
860101608 05 07/01/96 0
860101608 O 06/01/11
0
1485918 180/728 F 85,000.00 ZZ
180 84,538.83 1
1703 JAY STREET 8.750 849.54 50
8.500 849.54 170,000.00
SANTA FE NM 87501 2 04/11/96 00
0380440926 05 06/01/96 0
4278958 O 05/01/11
0
1
1485948 702/702 F 350,000.00 T
180 346,809.02 1
SPRINGFIELD POINT 7.500 3,244.54 54
7.250 3,244.54 655,000.00
WOLFEBORO NH 03894 1 04/01/96 00
2012201 05 05/01/96 0
2012201 O 04/01/11
0
1486241 966/728 F 317,000.00 ZZ
180 314,172.14 1
3600 WENTWOOD 7.750 2,983.85 53
7.500 2,983.85 605,000.00
UNIVERSITY PARK TX 75225 2 03/25/96 00
0380420415 05 05/01/96 0
UNKNOWN O 04/01/11
0
1486295 635/635 F 52,500.00 ZZ
180 52,026.52 1
1920 ST. ROCH STREET 7.625 490.42 75
7.375 490.42 70,000.00
NEW ORLEANS LA 70117 5 03/29/96 00
635369200 05 05/01/96 0
635369200 O 04/01/11
0
1486326 147/728 F 339,500.00 ZZ
180 337,487.45 1
44090 SOUTH EL MACERO DRIVE 7.750 3,195.64 75
7.500 3,195.64 453,300.00
EL MACERO CA 95618 5 04/02/96 00
0380469081 05 06/01/96 0
347696 O 05/01/11
0
1486355 A45/728 F 237,500.00 ZZ
180 235,311.05 1
543-545 OLD HARBOR ROAD 7.375 2,184.82 50
7.125 2,184.82 475,000.00
NORTH CHATHAM MA 02650 1 04/05/96 00
0380392937 05 05/01/96 0
1486355 O 04/01/11
0
1486393 461/728 F 292,000.00 ZZ
180 289,308.73 1
30040 HARVESTER RD 7.375 2,686.18 45
7.125 2,686.18 650,000.00
1
MALIBU CA 90265 2 02/29/96 00
0380394719 05 05/01/96 0
20992780 O 04/01/11
0
1486799 074/728 F 520,000.00 ZZ
180 511,612.02 1
RYSAM AND HIGH STREET 6.875 4,637.65 80
6.625 4,637.65 650,000.00
SAG HARBOR NY 11963 1 01/19/96 00
0380403148 05 03/01/96 0
1112053858 O 02/01/11
0
1488532 429/429 F 348,900.00 ZZ
180 346,898.93 1
24 DEER HORN TRAIL 8.125 3,359.50 70
7.875 3,359.50 498,500.00
UPPER SADDLE RI NJ 07458 1 04/18/96 00
21455872 05 06/01/96 0
21455872 O 05/01/11
0
1488847 171/728 F 118,000.00 ZZ
180 117,315.72 1
ROUTE 1, BOX 11A, EL POMAR DRI 8.000 1,127.67 24
7.750 1,127.67 495,000.00
TEMPLETON CA 93465 2 04/18/96 00
0380443433 05 06/01/96 0
39073175 O 05/01/11
0
1489198 E19/728 F 294,000.00 T
180 293,150.38 1
115 KREUZER LANE 8.000 2,809.62 70
7.750 2,809.62 420,000.00
NAPA CA 94559 1 05/03/96 00
0380447046 05 07/01/96 0
7258 O 06/01/11
0
1489823 736/728 F 350,000.00 ZZ
180 349,021.72 1
4958 CONCANNON COURT 8.375 3,420.99 75
8.125 3,420.99 470,000.00
SAN DIEGO CA 92130 2 05/23/96 00
0380471970 05 07/01/96 0
466137 O 06/01/11
0
1
1489846 766/728 F 127,400.00 ZZ
180 126,263.49 1
15762 NW 10 STREET 7.750 1,199.19 75
7.500 1,199.19 169,900.00
PEMBROKE PINES FL 33028 1 03/21/96 00
0380408618 03 05/01/96 0
96SG0231 O 04/01/11
0
1489988 074/728 F 200,000.00 T
180 196,974.66 1
5025 COLLINS AVENUE 7.625 1,868.26 66
CAPOBELLA CONDOMINIUM #603 7.375 1,868.26 305,000.00
MIAMI BEACH FL 33140 1 01/11/96 00
0380397753 06 03/01/96 0
1113004814 O 02/01/11
0
1490204 668/728 F 420,000.00 ZZ
180 417,370.72 1
2704 222ND AVENUE SOUTHEAST 7.125 3,804.50 70
6.875 3,804.50 600,000.00
ISSAQUAH WA 98027 2 04/04/96 00
0380427840 05 06/01/96 0
6359038 O 05/01/11
0
1490293 992/728 F 118,500.00 ZZ
180 117,812.82 1
221 WILLIS AVENUE 8.000 1,132.45 41
149 7.750 1,132.45 290,000.00
HAWTHORNE NY 10532 2 03/28/96 00
0380425778 05 06/01/96 0
323980 O 05/01/11
0
1490322 635/635 F 111,500.00 ZZ
180 110,860.50 1
112 LAUREL OAKS LANE 8.125 1,073.62 53
7.875 1,073.62 211,500.00
WACO TX 76638 1 04/22/96 00
642895700 05 06/01/96 0
642895700 O 05/01/11
0
1490707 686/728 F 110,000.00 ZZ
180 109,101.53 1
1
7641 N CRAWFORD 8.750 1,099.40 63
8.500 1,099.40 175,000.00
SKOKIE IL 60076 5 03/22/96 00
0380406281 05 05/01/96 0
30817399611 O 04/01/11
0
1491119 966/728 F 262,000.00 ZZ
180 261,259.48 1
2213 HIGH COUNTRY 8.250 2,541.77 77
8.000 2,541.77 342,000.00
CARROLLTON TX 75010 4 06/04/96 00
0380473653 05 07/01/96 0
UNKNOWN O 06/01/11
0
1491353 227/728 F 750,000.00 ZZ
180 740,754.98 1
12 INNISBROOK AVENUE 7.375 6,899.43 63
7.125 6,899.43 1,195,000.00
LAS VEGAS NV 89113 1 02/28/96 00
0380451733 03 04/01/96 0
855764 O 03/01/11
0
1491518 F45/F45 F 111,405.68 ZZ
133 109,308.55 1
104-75 112TH STREET 8.125 1,273.30 71
7.875 1,273.30 157,500.00
RICHMOND HILL NY 11419 2 02/27/96 11
122713 05 04/01/96 12
122713 O 04/01/07
0
1491520 F45/F45 F 33,804.24 ZZ
56 32,193.15 1
2 MAALOT COURT 8.000 725.31 25
7.750 725.31 140,000.00
SPRING VALLEY NY 10977 1 03/18/96 00
131003 05 06/01/96 0
131003 O 01/01/01
0
1491609 F45/F45 F 100,000.00 ZZ
180 99,058.19 1
501 A SURF AVENUE UNIT 22F 7.125 905.83 58
6.875 905.83 175,000.00
BROOKLYN NY 11224 1 03/16/96 00
461012 06 05/01/96 0
1
461012 O 04/01/11
0
1491670 F45/F45 F 434,898.72 ZZ
137 378,166.01 1
1378 CABERNET COURT 7.500 4,734.45 70
7.250 4,734.45 630,000.00
DOVER TOWNSHIP NJ 08753 2 04/22/94 00
514943 05 06/01/94 0
514943 O 10/01/05
0
1491813 F45/F45 F 650,000.00 ZZ
180 637,381.93 1
132 CHESTNUT HILL ROAD 6.875 5,797.05 69
6.625 5,797.05 950,000.00
WILTON CT 06897 1 12/04/95 00
738088 05 02/01/96 0
738088 O 01/01/11
0
1493442 A52/728 F 290,000.00 ZZ
180 288,355.04 1
8895 RIVER LANDING WAY 8.250 2,813.41 88
8.000 2,813.41 330,000.00
DUNWOODY GA 30350 1 04/12/96 12
0380404849 05 06/01/96 25
144726 O 05/01/11
0
1493607 702/702 F 300,000.00 T
180 299,192.79 1
549 COY HILL ROAD 8.800 3,007.21 77
8.550 3,007.21 390,000.00
MIDDLETOWN SPRI VT 05757 1 05/23/96 00
2013209 05 07/01/96 0
2013209 O 06/01/11
0
1493666 356/728 F 252,000.00 ZZ
180 250,586.34 1
880 CLAREMONT DRIVE 8.375 2,463.12 80
8.125 2,463.12 315,000.00
MORGAN HILL CA 95037 1 04/19/96 00
0380445040 05 06/01/96 0
2343424 O 05/01/11
0
1
1493796 E22/728 F 134,250.00 ZZ
180 133,065.44 1
91 E STERLING POND CIRCLE 7.875 1,273.29 74
7.625 1,273.29 182,000.00
THE WOODLANDS TX 77382 2 03/29/96 00
0410081590 03 05/01/96 0
410081590 O 04/01/11
0
1493870 559/728 F 160,000.00 ZZ
180 159,051.51 1
1053 L ALOUTTE WAY 7.750 1,506.05 64
7.500 1,506.05 250,000.00
SACRAMENTO CA 95831 1 04/24/96 00
0380434408 05 06/01/96 0
5301049 O 05/01/11
0
1493905 976/728 F 340,000.00 ZZ
180 338,071.43 1
7847 PIONEER ROAD 8.250 3,298.48 79
8.000 3,298.48 435,000.00
WYOMING MN 55092 1 04/19/96 00
0380453382 05 06/01/96 0
928385 O 05/01/11
0
1493915 976/728 F 380,000.00 ZZ
180 377,747.39 1
5106 MISTY MORN ROAD 7.750 3,576.85 80
7.500 3,576.85 475,000.00
PALM BEACH GARD FL 33418 1 04/30/96 00
0380447426 03 06/01/96 0
763434 O 05/01/11
0
1493990 635/635 F 100,000.00 ZZ
180 99,714.19 1
9301 BELLBECK RD 8.125 962.89 57
7.875 962.89 177,000.00
BALTIMORE MD 21234 1 05/06/96 00
6456479 05 07/01/96 0
6456479 O 06/01/11
0
1494100 536/536 F 485,000.00 ZZ
180 482,097.23 1
46-368 HOLOLIO STREET 7.750 4,565.19 72
7.500 4,565.19 675,000.00
1
KANEOHE HI 97644 2 04/25/96 00
1140706 03 06/01/96 0
1140706 O 05/01/11
0
1494268 A93/728 F 180,000.00 ZZ
180 179,508.01 2
36-09 CORPORAL STONE STREET 8.625 1,785.74 65
8.375 1,785.74 280,000.00
BAYSIDE NY 11361 1 05/07/96 00
0380423682 05 07/01/96 0
1494268 O 06/01/11
0
1494301 E10/728 F 350,000.00 ZZ
180 298,488.83 1
5921 SW 33RD LANE 7.625 3,269.46 79
7.375 3,269.46 443,000.00
FT LAUDERDALE FL 33312 2 11/24/92 00
0380439472 03 01/01/93 0
1164964 O 12/01/07
0
1494594 B76/728 F 607,500.00 ZZ
180 601,653.98 1
905 NORTH DUCK LAKE TRAIL 6.875 5,418.02 75
6.625 5,418.02 810,000.00
LELAND MI 49654 5 03/25/96 00
0380462516 05 05/01/96 0
187567 O 04/01/11
0
1494597 147/728 F 350,000.00 ZZ
180 349,043.34 1
1001 MOHAWK ROAD 8.625 3,472.29 59
8.375 3,472.29 600,000.00
WILMETTE IL 60091 2 05/14/96 00
0380482480 05 07/01/96 0
488533 O 06/01/11
0
1494617 E54/728 F 650,000.00 ZZ
180 646,230.66 1
1214 WYNDHAM HILL LANE 8.000 6,211.74 75
7.750 6,211.74 868,850.00
SOUTHLAKE TX 76092 1 05/02/96 00
0380433780 03 06/01/96 0
1494617 O 05/01/11
0
1
1495015 F41/728 F 525,000.00 ZZ
180 521,955.55 1
100 BRIGHTWATERS BOULEVARD NE 8.000 5,017.17 75
7.750 5,017.17 700,000.00
ST PETERSBURG FL 33074 5 04/24/96 00
0380439704 05 06/01/96 0
18705 O 05/01/11
0
1495068 B98/728 F 267,800.00 T
180 267,092.29 1
6005 CROSSMONT COURT 9.000 2,716.21 65
8.750 2,716.21 412,000.00
SAN JOSE CA 95120 1 05/03/96 00
0380440868 05 07/01/96 0
0150142 O 06/01/11
0
1495114 163/728 F 328,000.00 ZZ
180 314,902.49 1
6341 NW 65TH TERRACE 7.750 3,087.38 80
7.500 3,087.38 410,000.00
PARKLAND FL 33067 1 05/15/95 00
0380464496 05 07/01/95 0
3864679858 O 06/01/10
0
1495267 976/728 F 346,500.00 ZZ
180 344,556.22 1
44 AVENIDA CORONA 8.375 3,386.79 70
8.125 3,386.79 495,000.00
RANCHO PALOS VE CA 90275 5 04/25/96 00
0380443565 05 06/01/96 0
840564 O 05/01/11
0
1495296 270/728 F 293,000.00 T
180 291,356.36 1
#8 SANTA FE PLACE 8.375 2,863.86 79
8.125 2,863.86 372,000.00
ODESSA TX 79762 2 04/02/96 00
0380423963 03 06/01/96 0
4840393 O 05/01/11
0
1495331 105/728 F 104,950.00 ZZ
180 104,656.65 1
1
4023 BUCKEYE CREEK ROAD 8.375 1,025.81 66
8.125 1,025.81 160,000.00
KINGSWOOD TX 77339 2 05/06/96 00
0380446154 03 07/01/96 0
925388 O 06/01/11
0
1495494 270/728 F 204,800.00 T
180 200,388.25 1
215 NO RETURN 7.500 1,898.53 56
7.250 1,898.53 370,000.00
HORSESHOE BAY TX 78657 2 11/30/95 00
0380437047 03 01/01/96 0
4922464 O 12/01/10
0
1495616 069/728 F 292,000.00 ZZ
180 290,306.69 1
1860 WEST MACARTHUR STREET 8.000 2,790.51 75
7.750 2,790.51 390,000.00
RANCHO PALOS VE CA 90275 2 03/29/96 00
0380433913 05 06/01/96 0
2362085488 O 05/01/11
0
1496730 163/728 F 333,750.00 ZZ
180 331,758.39 1
28500 SW MOUNTAIN ROAD 7.875 3,165.45 75
7.625 3,165.45 445,000.00
WEST LINN OR 97068 5 03/25/96 00
0380439381 05 06/01/96 0
215233051 O 05/01/11
0
1496840 640/728 F 225,600.00 ZZ
180 224,233.06 1
181 NORTHWYKE DRIVE 7.500 2,091.34 80
7.250 2,091.34 282,000.00
JACKSON TN 38305 2 04/09/96 00
0380439787 05 06/01/96 0
96904 O 05/01/11
0
1496961 766/728 F 105,000.00 ZZ
180 104,417.48 1
5880 SW 19 STREET 8.500 1,033.98 73
8.250 1,033.98 145,000.00
PLANTATION FL 33317 1 04/23/96 00
0380428764 05 06/01/96 0
1
96OZ0140 O 05/01/11
0
1497044 976/728 F 615,000.00 ZZ
156 612,829.99 1
2329 HERONWOOD DRIVE 8.500 6,526.26 71
8.250 6,526.26 870,000.00
BLOOMFIELD HILL MI 48302 2 05/29/96 00
0380474289 05 07/01/96 0
843944 O 06/01/09
0
1497207 A52/728 F 381,500.00 ZZ
180 379,336.03 1
317 WORTHING LANE 8.250 3,701.09 70
8.000 3,701.09 545,000.00
MCDONOUGH GA 30253 1 04/29/96 00
0380419722 05 06/01/96 0
147246 O 05/01/11
0
1497290 559/728 F 290,000.00 ZZ
180 289,224.94 1
1944 20TH AVENUE 8.875 2,919.85 69
8.625 2,919.85 425,000.00
SAN FRANCISCO CA 94116 5 05/10/96 00
0380446295 05 07/01/96 0
5309281 O 06/01/11
0
1497304 668/728 F 130,000.00 ZZ
180 129,212.31 1
15952 LAZULI LANE 7.500 1,205.12 58
7.250 1,205.12 225,000.00
GRASS VALLEY CA 95949 2 04/10/96 00
0380437526 05 06/01/96 0
6369474 O 05/01/11
0
1497507 A88/728 F 550,000.00 ZZ
180 550,000.00 1
26020 MARENGO ROAD 8.625 5,456.44 23
8.375 5,456.44 2,400,000.00
EASTON MD 21601 5 06/03/96 00
0380468232 05 08/01/96 0
100960219 O 07/01/11
0
1
1497552 562/728 F 164,500.00 ZZ
180 163,514.10 1
241-30 85TH ROAD 7.625 1,536.65 70
7.375 1,536.65 235,000.00
BELLEROSE NY 11426 1 04/26/96 00
0380434812 05 06/01/96 0
508523 O 05/01/11
0
1497738 439/728 F 250,600.00 ZZ
180 248,172.00 1
25191 LINDA VISTA DRIVE 6.800 2,224.54 90
6.550 2,224.54 280,000.00
LAGUNA HILLS CA 92653 2 03/01/96 10
0380434697 05 05/01/96 12
1841237 O 04/01/11
0
1497739 439/728 F 360,000.00 ZZ
180 357,875.28 1
12774 CHAPARRO HILLS PLACE 7.800 3,398.92 80
7.550 3,398.92 450,000.00
SAN DIEGO CA 92130 2 04/22/96 00
0380436379 05 06/01/96 0
1849827 O 05/01/11
0
1497929 561/728 F 207,100.00 ZZ
180 205,899.03 1
1635 HUDSON STREET 8.000 1,979.16 72
7.750 1,979.16 288,000.00
DENVER CO 80220 1 04/22/96 00
0380435181 05 06/01/96 0
8763385 O 05/01/11
0
1497982 B38/728 F 70,000.00 ZZ
180 69,810.81 1
1812 SEMINOLE AVENUE 8.750 699.61 42
8.500 699.61 170,000.00
BRONX NY 10461 1 05/22/96 00
0380453457 05 07/01/96 0
1116 O 06/01/11
0
1498109 637/728 F 95,000.00 ZZ
180 94,461.13 1
2910 ROBERTS AVENUE 8.250 921.64 41
8.000 921.64 232,000.00
1
BRONX NY 10461 5 04/12/96 00
0380437252 05 06/01/96 0
4740247 O 05/01/11
0
1498110 637/728 F 280,000.00 ZZ
180 278,358.31 1
3555 RIDGEVIEW DRIVE 7.875 2,655.66 78
7.625 2,655.66 362,000.00
SANTA ROSA CA 95404 1 04/24/96 00
0380486531 05 06/01/96 0
9052218 O 05/01/11
0
1498121 976/728 F 262,400.00 ZZ
180 260,960.40 1
2565 SYCAMORE DRIVE 8.625 2,603.22 66
8.375 2,603.22 400,000.00
SAN MARINO CA 91108 2 04/09/96 00
0380477688 05 06/01/96 0
867849 O 05/01/11
0
1498230 491/491 F 223,000.00 T
180 220,944.70 1
2401 BLUFFTON COURT 7.375 2,051.43 70
7.125 2,051.43 323,000.00
LAS VEGAS NV 89134 1 03/12/96 00
0060494476 03 05/01/96 0
0060494476 O 04/01/11
0
1498247 A52/728 F 276,000.00 ZZ
180 274,399.48 1
53 MULBERRY BLUFF DRIVE 8.000 2,637.60 80
7.750 2,637.60 345,000.00
SAVANNAH GA 31406 2 04/29/96 00
0380425091 03 06/01/96 0
147703 O 05/01/11
0
1498313 975/728 F 250,000.00 ZZ
180 249,301.22 1
9061 WINDSOR AVENUE 8.375 2,443.57 75
8.125 2,443.57 335,990.00
FOUNTAIN VALLEY CA 92708 1 05/14/96 00
0380455924 05 07/01/96 0
961439 O 06/01/11
0
1
1498351 975/728 F 350,000.00 ZZ
180 348,014.72 1
30095 CARTIER DRIVE 8.250 3,395.49 65
8.000 3,395.49 545,000.00
RANCHO PALOS VE CA 90275 1 04/26/96 00
0380438516 05 06/01/96 0
961323 O 05/01/11
0
1498395 686/728 F 97,500.00 ZZ
180 96,965.09 1
4203 QUINLAN PLACE #202 8.625 967.28 75
8.375 967.28 130,000.00
GLENVIEW IL 60025 1 04/30/96 00
0380433269 01 06/01/96 0
30817402621 O 05/01/11
0
1498396 686/728 F 150,000.00 ZZ
180 149,167.84 1
528 WINDING WAY 8.500 1,477.11 62
8.250 1,477.11 245,000.00
MERION PA 19066 5 04/25/96 00
0380436924 05 06/01/96 0
30817505258 O 05/01/11
0
1498397 686/728 F 345,000.00 ZZ
180 342,999.35 1
9510 KENTSDALE DRIVE 8.000 3,297.00 48
7.750 3,297.00 725,000.00
POTOMAC MD 20854 2 04/15/96 00
0380432196 05 06/01/96 0
30817506686 O 05/01/11
0
1498398 686/728 F 100,000.00 ZZ
180 99,423.92 1
10536 S 81ST COURT 8.075 959.99 59
7.825 959.99 171,000.00
PALOS HILLS IL 60465 5 04/15/96 00
0380432204 05 06/01/96 0
30817593205 O 05/01/11
0
1498405 686/728 F 190,000.00 ZZ
180 188,907.87 1
1
309 PROSPECT BAY DRIVE 8.100 1,826.73 36
7.850 1,826.73 534,500.00
GRASONVILLE MD 21638 5 04/16/96 00
0380432253 03 06/01/96 0
30817239841 O 05/01/11
0
1498417 686/728 F 43,000.00 ZZ
180 42,731.38 1
216 CROWN OAKS WAY 7.150 390.12 54
UNIT #202-I 6.900 390.12 80,000.00
LONGWOOD FL 32779 2 04/19/96 00
0380439589 01 06/01/96 0
30817321748 O 05/01/11
0
1498418 686/728 F 180,000.00 ZZ
180 178,956.17 1
6809 SW WINDEMERE LOOP 8.000 1,720.18 65
7.750 1,720.18 280,000.00
PORTLAND OR 97225 5 04/18/96 00
0380432345 05 06/01/96 0
30817543937 O 05/01/11
0
1498421 686/728 F 121,500.00 ZZ
180 120,779.74 1
1109 LAKESTREAM DRIVE 7.750 1,143.66 75
7.500 1,143.66 162,000.00
PLANO TX 75075 1 04/22/96 00
0380433277 05 06/01/96 0
30817408131 O 05/01/11
0
1498422 686/728 F 118,300.00 ZZ
180 117,616.99 1
12712 WOODROSE COURT 8.050 1,133.96 70
7.800 1,133.96 169,000.00
CHARLOTTE NC 28262 1 04/25/96 00
0380432402 03 06/01/96 0
30817499478 O 05/01/11
0
1498423 686/728 F 46,400.00 ZZ
180 46,148.25 1
201 DEFENSE AVENUE 8.750 463.75 80
8.500 463.75 58,000.00
SANDSTON VA 23150 5 04/19/96 00
0380433293 05 06/01/96 0
1
30817506520 O 05/01/11
0
1498428 686/728 F 98,000.00 ZZ
180 97,426.66 1
5620 NW 42ND WAY 7.900 930.90 75
7.650 930.90 131,000.00
COCONUT CREEK FL 33066 1 04/26/96 00
0380433327 03 06/01/96 0
30817545742 O 05/01/11
0
1498429 686/728 F 63,000.00 ZZ
180 62,650.49 1
2722 TIMBERWOOD TRAIL 8.500 620.39 62
8.250 620.39 103,000.00
LONGVIEW TX 75605 1 04/26/96 00
0380433368 05 06/01/96 0
30817667637 O 05/01/11
0
1498460 025/025 F 306,900.00 ZZ
180 302,850.56 1
4242 DOWN POINT LANE 7.000 2,758.50 90
6.750 2,758.50 341,600.00
WINDERMERE FL 34786 1 02/21/96 10
458799 05 04/01/96 25
458799 O 03/01/11
0
1498467 369/728 F 250,000.00 ZZ
180 248,485.20 1
713 PARAMUS ROAD 7.500 2,317.54 60
7.250 2,317.54 420,000.00
PARAMUS NJ 07652 1 04/25/96 00
0380433145 05 06/01/96 0
49654759 O 05/01/11
0
1498597 E22/728 F 50,000.00 ZZ
180 49,725.69 1
827 SE 9TH STREET 8.625 496.04 29
8.375 496.04 175,000.00
FORT LAUDERDALE FL 33316 5 04/23/96 00
0410117139 05 06/01/96 0
410117139 O 05/01/11
0
1
1498624 462/728 F 350,000.00 ZZ
180 348,014.70 1
11625 NORTH 76TH PLACE 8.250 3,395.50 73
8.000 3,395.50 480,000.00
SCOTTSDALE AZ 85260 5 04/23/96 00
0380433962 05 06/01/96 0
4467254 O 05/01/11
0
1498659 369/728 F 525,000.00 ZZ
180 521,058.51 1
1955 LIMB TREE LANE 7.625 4,904.19 72
7.375 4,904.19 735,000.00
VIENNA VA 22182 2 04/18/96 00
0380433764 03 06/01/96 0
49473978 O 05/01/11
0
1498716 163/728 F 320,000.00 ZZ
180 313,970.17 1
501 BAYVILLE ROAD 7.250 2,921.17 75
7.000 2,921.17 430,000.00
LOCUST VALLEY NY 11560 2 01/24/96 00
0380440736 05 03/01/96 0
371678790 O 02/01/11
0
1498747 267/267 F 288,000.00 ZZ
180 286,254.96 1
4603 LASHEART DRIVE 7.500 2,669.80 80
7.250 2,669.80 360,000.00
LA CANADA FLINT CA 91011 2 04/15/96 00
4398057 05 06/01/96 0
4398057 O 05/01/11
0
1498754 267/267 F 431,000.00 ZZ
180 428,445.06 1
1200 N CEDAR STREET 7.750 4,056.90 80
7.500 4,056.90 540,000.00
GLENDALE CA 91207 2 04/10/96 00
4396411 05 06/01/96 0
4396411 O 05/01/11
0
1498812 E22/728 F 440,000.00 ZZ
180 437,026.21 1
1612 AERIE LANE 7.625 4,110.17 80
7.375 4,110.17 550,000.00
1
MCLEAN VA 22101 2 04/25/96 00
0410114847 03 06/01/96 0
410114847 O 05/01/11
0
1498836 992/728 F 225,000.00 ZZ
180 223,695.23 1
33 WESTERLY AVENUE 8.000 2,150.22 34
7.750 2,150.22 669,913.00
NEW CITY NY 10956 1 04/26/96 00
0380435595 05 06/01/96 0
321552 O 05/01/11
0
1498853 356/728 F 315,000.00 ZZ
180 313,232.93 1
2459 SAN CARLOS AVENUE 8.375 3,078.90 79
8.125 3,078.90 400,000.00
SAN CARLOS CA 94070 2 04/12/96 00
0380451147 05 06/01/96 0
234448 O 05/01/11
0
1498865 076/076 F 248,000.00 ZZ
180 245,689.39 1
6122 PIPING ROCK 7.250 2,263.90 80
7.000 2,263.90 310,000.00
HOUSTON TX 77057 1 03/28/96 00
5784702 03 05/01/96 0
5784702 O 04/01/11
0
1498866 076/076 F 486,500.00 ZZ
180 483,519.91 1
12555 LA CRESTA DRIVE 7.375 4,475.43 66
7.125 4,475.43 740,000.00
LOS ALTOS CA 94022 2 04/02/96 00
5540942 05 06/01/96 0
5540942 O 05/01/11
0
1498867 076/076 F 235,700.00 ZZ
180 233,503.98 1
19629 CHANTICLEER COURT 7.250 2,151.62 90
7.000 2,151.62 261,900.00
BATON ROUGE LA 70810 1 03/22/96 04
5540562 05 05/01/96 25
5540562 O 04/01/11
0
1
1498868 076/076 F 550,375.00 ZZ
180 545,676.10 1
6 HITCHOCK FARM ROAD 8.250 5,339.41 85
8.000 5,339.41 647,500.00
ANDOVER MA 01810 1 03/29/96 14
554052 05 05/01/96 6
554052 O 04/01/11
0
1498869 076/076 F 694,000.00 ZZ
180 689,840.67 1
27664 VOGUE COURT 7.625 6,482.87 70
7.375 6,482.87 1,000,000.00
LOS ALTOS HILLS CA 94022 2 04/08/96 00
5539262 05 06/01/96 0
5539262 O 05/01/11
0
1498870 076/076 F 308,000.00 ZZ
180 305,938.80 1
5530 NORTHWEST LAC LEMAN DRIVE 8.000 2,943.41 77
7.750 2,943.41 400,000.00
ISSAQAH WA 98027 2 04/08/96 00
552802 03 06/01/96 0
552802 O 05/01/11
0
1498871 076/076 F 279,000.00 ZZ
180 276,428.55 1
5660 WOODROSE WAY 7.375 2,566.59 90
7.125 2,566.59 311,000.00
LIVERMORE CA 94550 2 03/08/96 01
5514782 05 05/01/96 25
5514782 O 04/01/11
0
1498872 076/076 F 270,000.00 ZZ
180 267,457.12 1
261 LOUISIANA AVENUE 7.125 2,445.74 90
6.875 2,445.74 300,000.00
CORPUS CHRISTI TX 78404 2 03/21/96 10
5505432 05 05/01/96 25
5505432 O 04/01/11
0
1499194 F45/F45 F 90,975.87 ZZ
95 67,625.63 2
1
752 47TH STREET 7.250 1,261.42 61
7.000 1,261.42 150,000.00
BROOKLYN NY 11220 1 01/06/94 10
109868 05 03/01/94 25
109868 O 01/01/02
0
1499196 F45/F45 F 125,591.41 ZZ
161 116,497.37 2
180 13TH STREET 6.750 1,187.95 78
6.500 1,187.95 161,000.00
BROOKLYN NY 11215 2 12/28/94 11
161265 05 02/01/95 12
161265 O 06/01/08
0
1499201 F45/F45 F 750,000.00 ZZ
180 671,327.37 1
353 CENTRAL PARK WEST UNIT 9 7.250 6,846.47 58
7.000 6,846.47 1,300,000.00
NEW YORK NY 10025 1 11/30/93 00
350736 06 01/01/94 0
350736 O 12/01/08
0
1499202 F45/F45 F 67,000.00 ZZ
180 61,084.12 1
12 PERU ROAD 7.000 602.21 48
6.750 602.21 142,000.00
CLIFTON NJ 07012 2 04/14/94 00
367375 05 06/01/94 0
367375 O 05/01/09
0
1499204 F45/F45 F 128,000.00 ZZ
180 112,999.10 1
54 GRANDVIEW AVENUE 7.125 1,159.47 66
6.875 1,159.47 195,000.00
HAWTHORNE NJ 07506 5 08/23/93 00
403691 05 10/01/93 0
403691 O 09/01/08
0
1499207 F45/F45 F 92,000.00 ZZ
180 78,946.87 1
7 BRIAR LANE 7.375 846.33 61
7.125 846.33 152,000.00
BYRAM TOWNSHIP NJ 07874 5 01/22/93 00
407015 05 03/01/93 0
1
407015 O 02/01/08
0
1499208 F45/F45 F 125,000.00 ZZ
180 111,041.82 1
1 BIRCH PLACE 6.875 1,114.82 50
6.625 1,114.82 250,000.00
NORWOOD NJ 07648 2 10/06/93 00
415588 05 12/01/93 0
415588 O 11/01/08
0
1499210 F45/F45 F 100,000.00 ZZ
180 90,343.28 1
24 BRAUTIGAM LANE 6.875 891.86 46
6.625 891.86 218,000.00
MIDLAND PARK NJ 07432 5 02/03/94 00
431577 05 04/01/94 0
431577 O 03/01/09
0
1499212 F45/F45 F 58,000.00 ZZ
180 51,686.21 1
306 CYPRESS COURT 6.750 513.25 74
6.500 513.25 78,976.00
RAMSEY NJ 07446 2 11/26/93 00
436428 01 01/01/94 0
436428 O 12/01/08
0
1499214 F45/F45 F 54,000.00 ZZ
180 49,047.41 1
36 GENOBLE ROAD 6.500 470.40 50
6.250 470.40 108,000.00
MONTVILLE NJ 07045 2 04/28/94 00
439018 01 06/01/94 0
439018 O 05/01/09
0
1499219 F45/F45 F 97,500.00 ZZ
180 89,033.03 1
1216 AUGUST ROAD 7.750 917.74 75
7.500 917.74 130,000.00
BABYLON NY 11703 5 03/25/94 00
64162 05 05/01/94 0
64162 O 04/01/09
0
1
1499221 F45/F45 F 649,500.00 ZZ
180 629,951.25 1
301 BERRY HILL ROAD 7.875 6,160.18 71
7.625 6,160.18 918,000.00
OYSTER BAY COVE NY 11791 1 08/04/95 00
691923 05 10/01/95 0
691923 O 09/01/10
0
1499222 F45/F45 F 70,000.00 T
180 64,172.86 1
376 BROADWAY UNIT #7G 8.000 668.96 47
7.750 668.96 149,500.00
NEW YORK NY 10013 1 09/14/95 00
707927 06 11/01/95 0
707927 O 10/01/10
0
1499223 F45/F45 F 440,000.00 ZZ
180 430,919.24 1
9017 ALTON PARKWAY 8.000 4,204.87 80
7.750 4,204.87 550,000.00
SILVER SPRING MD 20910 2 11/09/95 00
729632 05 01/01/96 0
729632 O 12/01/10
0
1499224 F45/F45 F 174,000.00 ZZ
180 170,409.01 1
6 RICHARD PLACE 8.000 1,662.83 70
7.750 1,662.83 250,000.00
EAST NORWICH NY 11732 1 11/20/95 00
733188 05 01/01/96 0
733188 O 12/01/10
0
1499226 F45/F45 F 296,250.00 ZZ
180 293,578.28 1
146 WEST 57 TH STREET APT 63F 7.625 2,767.36 75
7.375 2,767.36 395,000.00
NEW YORK NY 10021 1 03/21/96 00
770479 08 05/01/96 0
770479 O 04/01/11
0
1499227 F45/F45 F 515,000.00 ZZ
180 510,149.66 1
8025 SUMMER MILL COURT 7.125 4,665.03 57
6.875 4,665.03 904,000.00
1
BETHESDA MD 20817 2 03/25/96 00
771063 05 05/01/96 0
771063 O 04/01/11
0
1499228 F45/F45 F 216,500.00 ZZ
180 214,378.45 1
6 ESQUIRE ROAD 6.875 1,930.86 90
6.625 1,930.86 243,000.00
NORWALK CT 06851 2 03/25/96 10
771089 05 05/01/96 25
771089 O 04/01/11
0
1499229 F45/F45 F 225,000.00 ZZ
180 223,514.28 1
1940 CHAPEL HILL ROAD 7.250 2,053.94 75
7.000 2,053.94 300,000.00
SILVER SPRING MD 20906 2 03/26/96 00
771436 05 06/01/96 0
771436 O 05/01/11
0
1499230 F45/F45 F 100,500.00 ZZ
180 99,891.06 1
35 HENRY STREET 7.500 931.65 48
7.250 931.65 210,000.00
GLEN ROCK NJ 07452 5 03/26/96 00
771469 05 06/01/96 0
771469 O 05/01/11
0
1499231 F45/F45 F 385,000.00 ZZ
180 382,589.84 1
136 UPDIKES MILL ROAD 7.125 3,487.45 78
6.875 3,487.45 495,000.00
MONTGOMERY TWNS NJ 08502 2 03/26/96 00
771543 05 06/01/96 0
771543 O 05/01/11
0
1499232 F45/F45 F 250,000.00 ZZ
180 248,518.01 1
40 PLUMSTEAD WAY 7.750 2,353.19 54
7.500 2,353.19 470,000.00
HILLSBOROUGH NJ 08876 5 03/27/96 00
771840 05 06/01/96 0
771840 O 05/01/11
0
1
1499233 F45/F45 F 270,000.00 ZZ
180 267,324.98 1
201 WOLF LANE 7.250 2,464.73 69
7.000 2,464.73 392,000.00
AMBLER PA 19002 2 03/27/96 00
771998 03 06/01/96 0
771998 O 05/01/11
0
1499234 F45/F45 F 572,700.00 ZZ
180 569,165.62 1
5792 CARVERSVILLE ROAD 7.500 5,309.00 66
7.250 5,309.00 875,000.00
BUCKINGHAM TWP PA 18901 2 03/28/96 00
772319 05 06/01/96 0
772319 O 05/01/11
0
1499235 F45/F45 F 160,000.00 ZZ
180 158,976.47 1
136 ARCOLA AVENUE 6.875 1,426.97 80
6.625 1,426.97 200,000.00
PARAMUS NJ 07652 2 03/28/96 00
772558 05 06/01/96 0
772558 O 05/01/11
0
1499236 F45/F45 F 152,000.00 ZZ
180 149,899.54 1
2968 OTIS AVENUE 8.250 1,474.61 80
8.000 1,474.61 190,000.00
BRONX NY 10465 1 03/29/96 00
772756 05 05/01/96 0
772756 O 04/01/11
0
1499237 F45/F45 F 584,000.00 ZZ
180 580,422.68 1
11104 FARM ROAD 7.375 5,372.35 35
7.125 5,372.35 1,700,000.00
GREAT FALLS VA 22066 2 03/29/96 00
773283 05 06/01/96 0
773283 O 05/01/11
0
1499238 F45/F45 F 45,000.00 ZZ
180 44,755.87 1
1
11 HAWKS NEST ROAD 8.750 449.75 19
8.500 449.75 245,000.00
STONYBROOK NY 11790 5 04/01/96 00
773820 05 06/01/96 0
773820 O 05/01/11
0
1499239 F45/F45 F 183,000.00 ZZ
180 181,829.35 1
8 CHERRY ROAD 6.875 1,632.09 80
6.625 1,632.09 231,000.00
BAYVILLE NY 11709 2 04/02/96 00
773937 05 06/01/96 0
773937 O 05/01/11
0
1499240 F45/F45 F 245,000.00 ZZ
180 243,466.26 1
8 CAMPBELL DRIVE 7.125 2,219.29 67
6.875 2,219.29 370,000.00
SOMERS NY 10589 2 04/02/96 00
773952 05 06/01/96 0
773952 O 05/01/11
0
1499241 F45/F45 F 150,000.00 ZZ
180 148,859.79 1
86 SULLIVAN DR. 7.125 1,358.75 51
6.875 1,358.75 298,000.00
WEST ORANGE NJ 07052 2 04/03/96 00
774216 01 06/01/96 0
774216 O 05/01/11
0
1499242 F45/F45 F 235,000.00 ZZ
180 233,528.69 1
61 BENTLY DRIVE 7.125 2,128.79 66
6.875 2,128.79 360,000.00
FRANKLIN LAKES NJ 07417 2 04/03/96 00
774307 01 06/01/96 0
774307 O 05/01/11
0
1499243 F45/F45 F 270,000.00 ZZ
180 268,309.77 1
4 TANGLEWOOD DRIVE 7.125 2,445.74 60
6.875 2,445.74 456,000.00
WARREN NJ 07059 2 04/03/96 00
774406 05 06/01/96 0
1
774406 O 05/01/11
0
1499244 F45/F45 F 101,500.00 ZZ
180 100,898.32 2
930 EAST 34TH STREET 7.750 955.39 50
7.500 955.39 203,000.00
BROOKLYN NY 11210 2 04/09/96 00
775072 05 06/01/96 0
775072 O 05/01/11
0
1499245 F45/F45 F 400,000.00 ZZ
120 390,304.14 1
113 DELAWARE LANE 6.875 4,618.61 52
6.625 4,618.61 775,000.00
FRANKLIN LAKES NJ 07417 1 04/10/96 00
775205 03 06/01/96 0
775205 O 05/01/06
0
1499246 F45/F45 F 135,000.00 T
180 134,154.88 1
137 W. PENNSYLVANIA AVENUE 7.125 1,222.87 52
6.875 1,222.87 264,000.00
LONG BEACH TOWN NJ 08050 2 04/12/96 00
775544 05 06/01/96 0
775544 O 05/01/11
0
1499248 F45/F45 F 125,000.00 ZZ
180 124,329.37 1
55 MOUNTAIN AVENUE 8.875 1,258.56 63
8.625 1,258.56 200,000.00
BLOOMFIELD NJ 07003 5 04/22/96 00
776369 05 06/01/96 0
776369 O 05/01/11
0
1499249 F45/F45 F 96,000.00 ZZ
180 95,342.18 1
259 ST MARKS AVENUE 7.000 862.88 75
6.750 862.88 128,000.00
PISCATAWAY NJ 08854 5 04/19/96 00
776427 05 06/01/96 0
776427 O 05/01/11
0
1
1499250 F45/F45 F 45,900.00 ZZ
180 45,636.75 1
63 MONTCLAIR AVE 8.125 441.96 24
7.875 441.96 195,000.00
MONTCLAIR NJ 07042 2 04/19/96 00
776443 05 06/01/96 0
776443 O 05/01/11
0
1499251 F45/F45 F 85,000.00 ZZ
180 84,462.10 1
532 EMMETT AVENUE 7.000 764.00 75
6.750 764.00 114,000.00
TRENTON NJ 08629 2 04/19/96 00
776534 05 06/01/96 0
776534 O 05/01/11
0
1499252 F45/F45 F 99,750.00 ZZ
180 99,118.75 1
3009 CODDINGTON AVENUE 7.000 896.58 95
6.750 896.58 105,000.00
BRONX NY 10461 1 04/24/96 04
776609 05 06/01/96 25
776609 O 05/01/11
0
1499254 F45/F45 F 19,000.00 ZZ
180 18,878.46 1
753 SUMMER AVE UNIT 1C 6.875 169.45 95
6.625 169.45 20,000.00
NEWARK NJ 07104 1 04/23/96 04
776674 01 06/01/96 25
776674 O 05/01/11
0
1499255 F45/F45 F 275,000.00 ZZ
180 273,369.81 1
82-17 TRYON PLACE 7.750 2,588.51 71
7.500 2,588.51 390,000.00
JAMAICA ESTATES NY 11432 5 04/23/96 00
776716 05 06/01/96 0
776716 O 05/01/11
0
1499256 F45/F45 F 64,000.00 ZZ
180 63,572.63 1
30 MARIPOSA PLACE 6.375 553.12 29
6.125 553.12 225,000.00
1
OLD BRIDGE NJ 08857 5 04/23/96 00
776831 03 06/01/96 0
776831 O 05/01/11
0
1499257 F45/F45 F 63,000.00 ZZ
120 62,052.23 1
123 MCGUINNESS STREET 6.625 719.37 75
6.375 719.37 85,000.00
TORRINGTON CT 06790 5 04/24/96 00
776856 05 06/01/96 0
776856 O 05/01/06
0
1499258 F45/F45 F 161,250.00 ZZ
180 160,084.14 1
22 WEST 15TH STREET 5H 6.500 1,404.66 75
6.250 1,404.66 215,000.00
NEW YORK NY 10011 1 04/26/96 00
777029 06 06/01/96 0
777029 O 05/01/11
0
1499259 F45/F45 F 100,000.00 ZZ
180 99,332.23 1
295 GREENWICH STREET 4BN 6.375 864.25 56
6.125 864.25 181,000.00
NEW YORK NY 10007 1 04/29/96 00
777367 06 06/01/96 0
777367 O 05/01/11
0
1499260 F45/F45 F 65,000.00 ZZ
180 64,614.68 1
71 DAYTON AVENUE 7.750 611.83 73
7.500 611.83 90,000.00
FRANKLIN TWNSHP NJ 08873 1 04/29/96 00
777409 05 06/01/96 0
777409 O 05/01/11
0
1499285 131/728 F 360,000.00 ZZ
180 357,842.43 1
6825 OAK VALLEY LANE 7.625 3,362.87 80
7.375 3,362.87 450,000.00
COLORADO SPRING CO 80919 1 05/01/96 00
0380438995 05 06/01/96 0
3224405 O 05/01/11
0
1
1499291 664/728 F 350,000.00 ZZ
180 347,947.88 1
1930 CALLE SIRENA 7.875 3,319.58 88
7.625 3,319.58 400,000.00
GLENDALE CA 91208 1 04/23/96 19
0380438771 05 06/01/96 25
2066272 O 05/01/11
0
1499307 575/728 F 285,000.00 ZZ
180 283,137.19 1
1682 LAKE ROAD 6.625 2,502.28 54
6.375 2,502.28 528,000.00
WEBSTER NY 14580 2 03/29/96 00
0380436072 05 06/01/96 0
467005784 O 05/01/11
0
1499318 575/728 F 403,500.00 ZZ
180 401,134.20 1
5022 RIVERFRONT DRIVE 7.875 3,827.00 80
7.625 3,827.00 505,000.00
SUFFOLK VA 23434 1 04/04/96 00
0380436007 05 06/01/96 0
41501088 O 05/01/11
0
1499355 757/757 F 97,900.00 ZZ
180 97,350.79 1
817 GREYSTONE HIGHLANDS 8.375 956.91 74
8.125 956.91 132,900.00
BIRMINGHAM AL 35242 1 04/26/96 00
2777456 03 06/01/96 0
2777456 O 05/01/11
0
1499359 757/757 F 103,000.00 T
180 102,712.10 1
3203 GALTS ROAD 8.375 1,006.75 58
8.125 1,006.75 180,000.00
ACWORTH GA 30101 2 05/03/96 00
2776078 05 07/01/96 0
2776078 O 06/01/11
0
1499400 575/728 F 248,000.00 ZZ
180 246,561.85 1
1
4271 HATTON POINT LANE 8.000 2,370.02 80
7.750 2,370.02 310,000.00
PORTSMOUTH VA 23703 1 04/04/96 00
0380438276 01 06/01/96 0
415010740 O 05/01/11
0
1499479 976/728 F 120,000.00 ZZ
180 119,686.44 1
3350 COUNTY ROAD 5 9.125 1,226.06 68
8.875 1,226.06 177,786.00
ISANTI MN 55040 5 05/16/96 00
0380459595 05 07/01/96 0
058221 O 06/01/11
0
1499482 705/728 F 274,500.00 ZZ
180 274,500.00 1
182-22 80TH ROAD 8.500 2,703.11 90
8.250 2,703.11 305,000.00
JAMAICA NY 11432 1 06/24/96 11
0380481698 05 08/01/96 25
96300148 O 07/01/11
0
1499538 018/728 F 236,320.00 ZZ
180 234,919.09 1
384 BRENTWOOD AVENUE 7.750 2,224.43 80
7.500 2,224.43 295,400.00
TRUSSVILLE AL 35173 1 04/25/96 00
0380438508 05 06/01/96 0
223439 O 05/01/11
0
1499600 759/728 F 600,000.00 ZZ
180 598,266.08 1
4444 20TH STREET 8.000 5,733.92 80
7.750 5,733.92 757,000.00
SAN FRANCISCO CA 94114 1 05/16/96 00
0380472036 05 07/01/96 0
5354111408 O 06/01/11
0
1499611 731/728 F 119,950.00 ZZ
180 119,607.18 1
11629 SOUTHEAST 265TH PLACE 8.125 1,154.98 75
7.875 1,154.98 159,950.00
KENT WA 98031 1 05/22/96 00
0380460577 03 07/01/96 0
1
230840178 O 06/01/11
0
1499804 E22/728 F 292,800.00 ZZ
180 291,064.29 1
4180 LYBYER AVENUE 7.750 2,756.06 80
7.500 2,756.06 366,000.00
MIAMI FL 33133 1 04/19/96 00
0410115588 05 06/01/96 0
410115588 O 05/01/11
0
1499817 375/728 F 175,400.00 ZZ
180 173,784.60 1
4405 EAST 79TH STREET 7.875 1,663.58 71
7.625 1,663.58 250,000.00
TULSA OK 74136 2 04/15/96 00
0380438649 05 06/01/96 0
409622 O 05/01/11
0
1499855 025/025 F 375,000.00 ZZ
180 370,225.99 1
2116 PONCE DE LEON NORTH 7.000 3,370.61 63
6.750 3,370.61 600,000.00
ATLANTA GA 30307 4 02/15/96 00
416344 05 04/01/96 0
416344 O 03/01/11
0
1499917 232/232 F 320,000.00 ZZ
120 318,238.62 1
7224 LEIGHTON RD 7.875 3,861.38 80
7.625 3,861.38 400,000.00
COLUMBUS GA 31904 1 05/08/96 00
285805 05 07/01/96 0
285805 O 06/01/06
0
1499920 E38/728 F 392,000.00 ZZ
180 390,879.67 1
5 SOUTH SADDLEWOOD LANE 8.125 3,774.50 80
7.875 3,774.50 490,000.00
SANDY UT 84092 1 05/08/96 11
0380438706 05 07/01/96 12
1615259 O 06/01/11
0
1
1499950 171/728 F 73,000.00 ZZ
180 71,950.23 1
6610 DE CELIS PLACE 8.250 708.21 53
(VAN NUYS AREA) 8.000 708.21 139,500.00
LOS ANGELES CA 91406 2 03/20/96 00
0380437195 05 05/01/96 0
67092945 O 04/01/11
0
1500011 A97/728 F 78,000.00 ZZ
180 77,532.51 1
201 E. IRVIN AVENUE 7.625 728.63 75
7.375 728.63 104,000.00
HAGERSTOWN MD 21742 5 04/08/96 00
0380461906 05 06/01/96 0
701482 O 05/01/11
0
1500024 232/232 F 396,000.00 ZZ
180 394,880.74 1
400 WEST SAN MARINO DRIVE 8.250 3,841.76 80
8.000 3,841.76 495,000.00
MIAMI BEACH FL 33139 1 05/06/96 00
935660 05 07/01/96 0
935660 O 06/01/11
0
1500068 450/728 F 375,000.00 ZZ
180 372,988.13 1
400 LONG LAKE ROAD 8.875 3,775.67 43
8.625 3,775.67 875,000.00
BLOOMFIELD HILL MI 48304 1 04/25/96 00
0380439613 05 06/01/96 0
4171328 O 05/01/11
0
1500149 267/267 F 562,500.00 ZZ
180 557,697.58 1
40 SADDLEBOW ROAD 8.250 5,457.04 75
8.000 5,457.04 750,000.00
BELL CANYON CA 91307 1 03/18/96 00
4402872 03 05/01/96 0
4402872 O 04/01/11
0
1500247 661/661 F 705,000.00 ZZ
180 696,215.54 1
ONE WOODCROFT ROAD 7.250 6,435.69 57
7.000 6,435.69 1,250,000.00
1
SUMMIT NJ 07901 2 02/16/96 00
2434082 05 04/01/96 0
2434082 O 03/01/11
0
1500258 661/661 F 180,000.00 ZZ
180 177,757.18 1
30 WINDSWEPT DRIVE 7.250 1,643.15 71
7.000 1,643.15 255,000.00
ASHEVILLE NC 28801 1 02/19/96 00
2428373 05 04/01/96 0
2428373 O 03/01/11
0
1500329 570/570 F 440,000.00 ZZ
180 436,551.94 1
1516 GARCIA AVENUE 8.500 4,332.85 63
8.250 4,332.85 700,000.00
CORAL GABLES FL 33146 5 04/10/96 00
5844063 05 06/01/96 0
5844063 O 05/01/11
0
1500330 561/728 F 500,000.00 ZZ
180 497,195.13 1
10 OLD CHURCH ROAD 8.375 4,887.14 73
8.125 4,887.14 690,000.00
WARREN NJ 07059 1 04/30/96 00
0380442740 05 06/01/96 0
8773772 O 05/01/11
0
1500355 B76/728 F 500,000.00 ZZ
180 496,835.85 1
1147 NORTH GLENGARRY 7.000 4,494.14 63
6.750 4,494.14 805,000.00
BLOOMFIELD MI 48301 1 04/17/96 00
0380478207 05 06/01/96 0
189847 O 05/01/11
0
1500395 369/728 F 285,000.00 ZZ
180 283,310.53 1
12149 E LAUREL LANE 7.750 2,682.64 63
7.500 2,682.64 455,000.00
SCOTTSDALE AZ 85259 1 04/26/96 00
0380441825 03 06/01/96 0
49721145 O 05/01/11
0
1
1500570 B76/728 F 275,000.00 ZZ
180 273,405.29 1
24 CHATEAUX DU LAC 8.000 2,628.04 58
7.750 2,628.04 475,000.00
FENTON MI 48430 5 04/22/96 00
0380442039 01 06/01/96 0
189484 O 05/01/11
0
1500631 975/728 F 207,000.00 ZZ
180 206,446.77 1
2569 SOUTH CARLTON PLACE 8.875 2,084.17 64
8.625 2,084.17 327,295.00
ROWLAND HEIGHTS CA 91748 1 05/02/96 00
0380447038 03 07/01/96 0
961134 O 06/01/11
0
1500820 559/728 F 243,000.00 ZZ
180 242,328.33 1
13745 SKYLINE BOULEVARD 8.500 2,392.92 90
8.250 2,392.92 270,000.00
LOS GATOS CA 95030 1 05/21/96 10
0380457094 05 07/01/96 20
5325501 O 06/01/11
0
1500821 976/728 F 650,000.00 T
180 648,079.62 1
108 PUAKO BEACH DRIVE 7.750 6,118.30 65
7.500 6,118.30 1,000,000.00
KAMUELA HI 96743 1 05/30/96 00
0380471400 05 07/01/96 0
905364 O 06/01/11
0
1500823 976/728 F 340,000.00 ZZ
180 340,000.00 1
3 BEAR MOUNTAIN ROAD 8.750 3,398.13 66
8.500 3,398.13 520,000.00
SEDONA AZ 86336 5 06/05/96 00
0380477472 05 08/01/96 0
776393 O 07/01/11
0
1500890 025/025 F 310,000.00 ZZ
180 305,035.88 1
1
5237 S W ANHINGA AVENUE 7.000 2,786.37 61
6.750 2,786.37 515,000.00
PALM CITY FL 34990 2 02/20/96 00
991801 03 04/01/96 0
991801 O 03/01/11
0
1500891 491/491 F 234,000.00 ZZ
180 232,556.87 1
3900 SW 30TH 7.750 2,202.59 90
7.500 2,202.59 260,000.00
GRESHAM OR 97080 1 04/01/96 10
60828391 05 06/01/96 12
60828391 O 05/01/11
0
1500895 429/429 F 337,000.00 ZZ
180 328,677.33 1
73 SHORE ROAD 7.500 3,124.04 39
7.250 3,124.04 875,000.00
EAST SETAUKET NY 11733 2 09/29/95 00
21209531 05 12/01/95 0
21209531 O 11/01/10
0
1500906 491/491 F 266,000.00 ZZ
180 263,494.76 1
107 BLACK OAK DR. 7.125 2,409.52 78
6.875 2,409.52 342,000.00
MEDFORD OR 97504 2 03/21/96 00
0060825995 05 05/01/96 0
0060825995 O 04/01/11
0
1500917 491/491 F 268,000.00 ZZ
180 265,475.93 1
940 NW 170TH DR 7.125 2,427.63 68
6.875 2,427.63 395,000.00
BEAVERTON OR 97006 5 03/22/96 00
0060678135 05 05/01/96 0
0060678135 O 04/01/11
0
1500918 918/728 F 450,000.00 ZZ
180 448,699.57 1
6 GREEN DRIVE 8.000 4,300.43 70
7.750 4,300.43 650,000.00
ROSLYN NY 11578 1 05/23/96 00
0380466889 05 07/01/96 0
1
11293 O 06/01/11
0
1500919 491/491 F 312,000.00 ZZ
180 309,040.91 1
1205 WARM SPRINGS AVE 7.250 2,848.14 60
7.000 2,848.14 520,000.00
BOISE ID 83712 5 03/14/96 00
60682795 05 05/01/96 0
60682795 O 04/01/11
0
1500950 E19/728 F 295,000.00 ZZ
180 294,166.21 1
2204 CLARK LANE #A 8.250 2,861.92 90
8.000 2,861.92 330,000.00
REDONDO BEACH CA 90278 2 05/11/96 10
0380480526 01 07/01/96 25
9033 O 06/01/11
0
1501120 E22/728 F 97,000.00 ZZ
180 96,728.88 1
3884 SOUTH EVANSTON STREET 8.375 948.10 74
8.125 948.10 132,000.00
AURORA CO 80014 2 05/03/96 00
0410075964 05 07/01/96 0
410075964 O 06/01/11
0
1501161 429/429 F 300,000.00 ZZ
180 298,279.39 1
3220 ORDWAY STREET NW 8.125 2,888.65 55
7.875 2,888.65 552,000.00
WASHINGTON DC 20008 5 03/28/96 00
21455872 05 06/01/96 0
21455872 O 05/01/11
0
1501218 624/728 F 351,400.00 ZZ
180 350,428.71 1
822 MILL STREET 8.500 3,460.37 80
8.250 3,460.37 440,000.00
SAN LUIS OBISPO CA 93401 2 05/03/96 00
0380449059 05 07/01/96 0
72013160026 O 06/01/11
0
1
1501262 232/232 F 300,000.00 ZZ
180 299,083.98 1
6860 GLENEAGLE DRIVE 7.375 2,759.77 77
7.125 2,759.77 390,000.00
MIAMI LAKES FL 33014 1 05/09/96 00
935319 05 07/01/96 0
935319 O 06/01/11
0
1501314 232/232 F 71,700.00 ZZ
180 71,495.08 1
751 LEWISTON STREET 8.125 690.39 63
7.875 690.39 113,900.00
AURORA CO 80011 2 05/02/96 00
11027061 05 07/01/96 0
11027061 O 06/01/11
0
1501369 367/367 F 288,000.00 ZZ
180 287,195.01 1
14060 ARIS COURT 8.375 2,814.99 80
8.125 2,814.99 360,000.00
WOODBRIDGE VA 22193 2 05/09/96 00
75135222 05 07/01/96 0
75135222 O 06/01/11
0
1501420 450/728 F 245,000.00 ZZ
180 243,579.24 1
971 LAKE SHORE DR 8.000 2,341.35 71
VILLAGE 7.750 2,341.35 347,000.00
GROSSE POINT SH MI 48236 1 04/30/96 00
0380452889 05 06/01/96 0
4169140 O 05/01/11
0
1501529 927/728 F 460,000.00 ZZ
180 458,728.52 1
9185 MILE CIRCLE DRIVE 8.500 4,529.81 80
8.250 4,529.81 575,000.00
RENO NV 89511 1 05/10/96 00
0380449315 05 07/01/96 0
211995 O 06/01/11
0
1501586 439/439 F 334,000.00 ZZ
180 332,097.04 1
11925 LAUREN LANE 8.200 3,230.57 64
7.950 3,230.57 521,875.00
1
NEWBERG OR 97132 2 04/22/96 00
1851965 05 06/01/96 0
1851965 O 05/01/11
0
1501587 439/728 F 221,100.00 ZZ
180 220,469.50 1
34 FESTIVO 8.150 2,132.14 75
7.900 2,132.14 294,900.00
IRVINE CA 92714 1 05/03/96 00
0380450552 03 07/01/96 0
1853355 O 06/01/11
0
1501588 439/728 F 324,000.00 ZZ
180 322,112.83 1
673 CANTERBURY PLACE 7.950 3,086.97 80
7.700 3,086.97 405,000.00
MILPITAS CA 95035 1 04/23/96 00
0380450537 05 06/01/96 0
1854005 O 05/01/11
0
1501700 601/728 F 250,000.00 ZZ
180 246,851.27 1
244 EAST FALLEN ROCK 7.125 2,264.58 75
6.875 2,264.58 335,000.00
GRAND JUNCTION CO 81503 2 02/28/96 00
0380445909 05 04/01/96 0
1061252 O 03/01/11
0
1501719 966/728 F 403,500.00 ZZ
180 403,500.00 1
11 MINA PERDIDA STREET 7.875 3,827.00 78
7.625 3,827.00 520,000.00
EL PASO TX 79902 2 06/24/96 00
0380481748 03 08/01/96 0
UNKNOWN O 07/01/11
0
1501734 106/106 F 380,000.00 ZZ
180 375,366.20 1
3185 SMOKEY RIDGE LANE 7.500 3,522.65 74
7.250 3,522.65 515,000.00
CARMEL IN 46033 1 02/29/96 00
4746897 05 04/01/96 0
4746897 O 03/01/11
0
1
1501784 936/728 F 500,000.00 ZZ
180 498,571.00 1
4910 N GREENTREE DRIVE 8.125 4,814.42 77
7.875 4,814.42 649,416.00
LITCHFIELD PARK AZ 85340 4 05/07/96 00
0380468695 03 07/01/96 0
1798248 O 06/01/11
0
1501787 387/387 F 426,000.00 ZZ
180 414,609.70 1
7804 BRIGHTMAN LANE 7.375 3,918.88 52
7.125 3,918.88 825,000.00
AUSTIN TX 78733 2 03/22/96 00
764498 05 05/01/96 0
764498 O 04/01/11
0
1501788 387/387 F 230,400.00 ZZ
180 229,078.58 1
3032 FERNDALE COURT 8.125 2,218.48 80
7.875 2,218.48 288,000.00
PLEASANTON CA 94588 2 04/16/96 00
773598 03 06/01/96 0
773598 O 05/01/11
0
1501817 116/116 F 450,950.00 ZZ
180 450,950.00 1
4 IVY POND PLACE 7.875 4,277.04 80
7.750 4,277.04 563,690.00
THE WOODLANDS TX 77381 1 06/13/96 00
UNKNOWN 03 08/01/96 0
UNKNOWN O 07/01/11
0
1501831 686/728 F 45,500.00 ZZ
180 45,375.63 1
2223 SPRAGUE 8.625 451.40 45
8.375 451.40 103,000.00
ROYAL OAK MI 48067 2 05/03/96 00
0380449992 05 07/01/96 0
30817402746 O 06/01/11
0
1501832 686/728 F 68,900.00 ZZ
180 68,687.30 1
1
930 UNDERWOOD AVE 7.250 628.97 53
7.000 628.97 130,000.00
ATLANTA GA 30316 2 05/06/96 00
0380450008 05 07/01/96 0
30817460280 O 06/01/11
0
1501836 686/728 F 36,000.00 ZZ
180 35,896.42 1
150 PINEVIEW ROAD #J-8 8.050 345.08 75
7.800 345.08 48,000.00
JUPITER FL 33469 2 05/07/96 00
0380450099 01 07/01/96 0
30817322597 O 06/01/11
0
1501838 686/728 F 65,000.00 ZZ
180 64,819.53 1
10140 ANTILLES DRIVE 8.450 638.18 69
8.200 638.18 95,000.00
SEMINOLE FL 34646 1 05/08/96 00
0380450131 05 07/01/96 0
30816988323 O 06/01/11
0
1501839 686/728 F 61,500.00 ZZ
180 61,323.84 1
10841 SW 156TH STREET 8.100 591.29 75
7.850 591.29 82,000.00
MIAMI FL 33157 1 05/14/96 00
0380450198 05 07/01/96 0
30817579154 O 06/01/11
0
1501843 686/728 F 40,000.00 ZZ
180 39,891.89 1
6759 SW 14TH STREET 8.750 399.78 30
8.500 399.78 137,000.00
MIAMI FL 33144 5 05/08/96 00
0380450230 05 07/01/96 0
30817459936 O 06/01/11
0
1501844 686/728 F 46,500.00 ZZ
180 46,360.79 1
4 GLIDER DRIVE 7.600 433.71 55
7.350 433.71 85,000.00
BALTIMORE MD 21220 2 05/10/96 00
0380450248 05 07/01/96 0
1
30817595051 O 06/01/11
0
1501849 480/728 F 240,000.00 ZZ
180 238,608.24 1
79 YOSEMITE DRIVE 8.000 2,293.57 74
7.750 2,293.57 325,263.00
NEW ORLEANS LA 70131 4 05/10/96 00
0380447376 05 06/01/96 0
1712850 O 05/01/11
0
1501861 450/728 F 480,000.00 ZZ
180 478,688.01 1
44 WOODLAND SHORES DR 8.625 4,761.99 76
8.375 4,761.99 635,000.00
GROSSE POINTE S MI 48230 1 05/15/96 00
0380453085 05 07/01/96 0
4123865 O 06/01/11
0
1501867 828/728 F 130,500.00 ZZ
180 130,500.00 1
10004 EAGLES VIEW 8.500 1,285.09 44
8.250 1,285.09 298,000.00
SPRING BRANCH TX 78070 2 06/04/96 00
0380469362 05 08/01/96 0
66190114 O 07/01/11
0
1501894 623/623 F 226,500.00 ZZ
180 225,097.39 1
4604 RFD FOREST WAY CIRCLE 7.250 2,067.63 48
7.000 2,067.63 475,000.00
LONG GROVE IL 60047 2 04/26/96 00
883054 03 06/01/96 0
883054 O 05/01/11
0
1501911 686/728 F 275,000.00 ZZ
180 273,341.00 1
5558 CRESTONE COURT 7.550 2,557.11 65
7.300 2,557.11 425,000.00
VENTURA CA 93003 5 04/25/96 00
0380450396 05 06/01/96 0
30817559511 O 05/01/11
0
1
1501915 623/623 F 250,000.00 T
180 248,438.65 1
2 WINNEBAGO STREET 8.000 2,389.13 44
7.750 2,389.13 575,000.00
FRANKFORT MI 49635 5 04/18/96 00
871003 05 06/01/96 0
871003 O 05/01/11
0
1501931 686/728 F 135,000.00 ZZ
180 134,618.44 1
4157 HUGHES LEA 8.250 1,309.69 58
8.000 1,309.69 235,000.00
TUCKER GA 30084 1 05/06/96 00
0380450461 05 07/01/96 0
30817460306 O 06/01/11
0
1501932 623/623 F 269,000.00 ZZ
180 267,422.80 1
6332 OLD RIVER TRAIL 7.875 2,551.33 71
7.625 2,551.33 380,000.00
LANSING MI 48917 2 04/17/96 00
885933 05 06/01/96 0
885933 O 05/01/11
0
1501937 686/728 F 224,000.00 ZZ
180 223,323.49 1
461 CARICA ROAD 7.500 2,076.51 64
7.250 2,076.51 350,000.00
NAPLES FL 33963 5 05/03/96 00
0380450321 05 07/01/96 0
30817377302 O 06/01/11
0
1501938 686/728 F 82,500.00 ZZ
180 82,271.95 1
610 HIGH MEADOWS DRIVE 8.500 812.42 75
8.250 812.42 110,000.00
SUGAR LAND TX 77479 1 05/07/96 00
0380450313 03 07/01/96 0
30817409113 O 06/01/11
0
1501939 686/728 F 30,000.00 ZZ
180 29,911.36 1
4140 SW 83RD AVENUE 7.750 282.39 47
7.500 282.39 65,000.00
1
MIAMI FL 33155 1 05/06/96 00
0380450297 05 07/01/96 0
30817458037 O 06/01/11
0
1501940 686/728 F 123,700.00 ZZ
180 123,354.24 1
211 RISON ROAD 8.375 1,209.08 75
8.125 1,209.08 165,000.00
GREENVILLE SC 29607 2 04/30/96 00
0380450206 05 07/01/96 0
30817459019 O 06/01/11
0
1501943 686/728 F 64,800.00 ZZ
180 64,618.87 1
30000 SW 168TH COURT 8.375 633.38 75
8.125 633.38 86,500.00
HOMESTEAD FL 33030 2 05/03/96 00
0380450180 05 07/01/96 0
30817459670 O 06/01/11
0
1501944 686/728 F 78,000.00 ZZ
180 77,779.54 1
9 ELDON AVENUE 8.250 756.71 68
8.000 756.71 115,000.00
LANSDOWNE PA 19050 2 05/02/96 00
0380450677 05 07/01/96 0
30817507320 O 06/01/11
0
1501946 686/728 F 270,000.00 ZZ
180 269,236.87 1
6263 CHARLES DRIVE 8.250 2,619.38 75
8.000 2,619.38 360,000.00
WEST BLOOMFIELD MI 48322 1 05/07/96 00
0380450123 05 07/01/96 0
30817403017 O 06/01/11
0
1501990 635/635 F 127,000.00 ZZ
180 126,295.44 1
77 EAST MISSOURI AVENUE #38 8.500 1,250.62 49
8.250 1,250.62 260,000.00
PHOENIX AZ 85012 2 04/24/96 00
6461701 09 06/01/96 0
6461701 O 05/01/11
0
1
1502097 069/728 F 207,000.00 ZZ
180 206,440.52 1
19241 MAYALL STREET 8.750 2,068.86 34
(NORTHRIDGE AREA) 8.500 2,068.86 611,000.00
LOS ANGELES CA 91324 1 05/02/96 00
0380452442 05 07/01/96 0
2362109239 O 06/01/11
0
1502195 B76/728 F 243,000.00 ZZ
180 241,575.26 1
46902 MORNINGTON ROAD 7.875 2,304.73 75
7.625 2,304.73 324,000.00
CANTON MI 48188 2 04/05/96 00
0380451840 05 06/01/96 0
189126 O 05/01/11
0
1502366 560/560 F 1,320,000.00 ZZ
180 1,285,484.00 1
1977 PORTAGE COVE SOUTH 8.250 12,805.85 60
8.000 12,805.85 2,200,000.00
N PALM BEACH FL 33408 4 09/06/95 00
450221866 03 11/01/95 0
450221866 O 10/01/10
0
1502367 560/560 F 300,000.00 ZZ
180 295,212.07 1
580 CHERRYWOOD DRIVE 7.000 2,696.48 57
6.750 2,696.48 527,000.00
SUNNYVALE CA 94087 1 01/24/96 00
450335328 05 03/01/96 0
450335328 O 02/01/11
0
1502368 560/560 F 176,000.00 ZZ
180 173,807.00 1
190 RIVER ROAD 7.250 1,606.64 60
7.000 1,606.64 298,000.00
BERLIN MA 01503 2 02/14/96 00
450338173 05 04/01/96 0
450338173 O 03/01/11
0
1502369 560/560 F 220,100.00 ZZ
180 217,444.95 1
1
25 LITCHFIELD DRIVE 7.625 2,056.02 75
7.375 2,056.02 293,500.00
SIMSBURY CT 06070 2 02/09/96 00
450338843 05 04/01/96 0
450338843 O 03/01/11
0
1502370 560/560 F 228,750.00 ZZ
180 225,292.47 1
3562 WILLIAMS ROAD 7.250 2,088.17 75
7.000 2,088.17 305,000.00
SAN JOSE CA 95117 5 02/14/96 00
450339353 05 04/01/96 0
450339353 O 03/01/11
0
1502371 560/560 F 300,000.00 ZZ
180 296,180.79 1
461 ROLLING HILLS DRIVE 7.000 2,696.49 60
6.750 2,696.49 501,900.00
FAIRFIELD CT 06430 1 02/16/96 00
450341144 05 04/01/96 0
450341144 O 03/01/11
0
1502372 560/560 F 390,000.00 ZZ
180 385,140.51 1
12127 EDGEWOOD DRIVE 7.250 3,560.17 76
7.000 3,560.17 516,000.00
LOCKPORT IL 60441 2 02/19/96 00
450341615 05 04/01/96 0
450341615 O 03/01/11
0
1502373 560/560 F 202,000.00 ZZ
180 197,455.84 1
38 CHESTNUT RIDGE ROAD 7.125 1,829.78 36
6.875 1,829.78 576,000.00
NORTH CASTLE NY 10504 2 02/21/96 00
450346283 05 04/01/96 0
450346283 O 03/01/11
0
1502374 560/560 F 320,000.00 ZZ
180 315,926.16 1
5310 NASSAU CIRCLE EAST 7.000 2,876.26 59
6.750 2,876.26 543,000.00
ENGLEWOOD CO 80110 1 02/28/96 00
450351507 05 04/01/96 0
1
450351507 O 03/01/11
0
1502375 560/560 F 260,000.00 ZZ
180 257,471.01 1
416 GABRIEL AVE 6.750 2,300.77 80
6.500 2,300.77 325,000.00
YUBA CITY CA 95993 1 03/01/96 00
450357934 05 05/01/96 0
450357934 O 04/01/11
0
1502376 560/560 F 108,450.00 ZZ
180 103,228.59 1
170 CASCADE COURT 6.750 959.68 79
6.500 959.68 138,000.00
CHANHASSEN MN 55317 2 02/27/96 00
450358767 05 04/01/96 0
450358767 O 03/01/11
0
1502377 560/560 F 500,000.00 ZZ
180 493,634.68 1
1879 VIKING WAY 7.000 4,494.14 46
6.750 4,494.14 1,100,000.00
LA JOLLA CA 92037 2 02/27/96 00
450359526 05 04/01/96 0
450359526 O 03/01/11
0
1502378 560/560 F 200,000.00 ZZ
180 198,216.02 1
18591 MUSHTOWN ROAD 7.751 1,882.67 50
7.501 1,882.67 405,000.00
PRIOR LAKE MN 55372 1 03/07/96 00
450360649 05 05/01/96 0
450360649 O 04/01/11
0
1502379 560/560 F 233,100.00 ZZ
180 229,893.98 1
3607 AYNSLEY DR 6.625 2,046.61 71
6.375 2,046.61 329,000.00
ROCHESTER HILLS MI 48306 1 03/12/96 00
450363619 03 05/01/96 0
450363619 O 04/01/11
0
1
1502380 560/560 F 394,850.00 ZZ
180 391,250.10 1
ROUTE 1 7.500 3,660.31 75
7.250 3,660.31 526,500.00
ELBERON VA 23846 5 03/13/96 00
450365119 05 05/01/96 0
450365119 O 04/01/11
0
1502381 560/560 F 296,000.00 ZZ
180 293,528.08 1
1865 VERNON LANE 8.500 2,914.83 79
8.250 2,914.83 375,000.00
SUPERIOR CO 80027 1 03/15/96 00
450366760 03 05/01/96 0
450366760 O 04/01/11
0
1502382 560/560 F 768,000.00 ZZ
180 760,529.81 1
5140 CREST KNOLLS 6.750 6,796.11 80
6.500 6,796.11 970,000.00
BLOOMFIELD HILL MI 48302 1 03/14/96 00
450367479 05 05/01/96 0
450367479 O 04/01/11
0
1502383 560/560 F 600,000.00 ZZ
180 594,349.11 1
192 SALEM CHURCH RD. 7.125 5,434.99 48
6.875 5,434.99 1,250,000.00
MILLEDGEVILLE GA 31061 5 03/16/96 00
450367719 05 05/01/96 0
450367719 O 04/01/11
0
1502384 560/560 F 275,000.00 ZZ
180 272,410.00 1
11 OVERLOOK ROAD 7.125 2,491.04 61
6.875 2,491.04 456,000.00
NEW CITY NY 10956 2 03/18/96 00
450368345 05 05/01/96 0
450368345 O 04/01/11
0
1502385 560/560 F 250,000.00 ZZ
120 245,522.24 1
36 CANYON HILLS PLACE 6.500 2,838.70 72
6.250 2,838.70 350,000.00
1
SAN RAMON CA 94583 1 03/18/96 00
450369665 03 05/01/96 0
450369665 O 04/01/06
0
1502386 560/560 F 400,000.00 ZZ
180 396,431.75 1
326 NORTH BRENTWOOD BLVD 7.750 3,765.10 67
7.500 3,765.10 600,000.00
CLAYTON MO 63105 2 03/26/96 00
450375886 05 05/01/96 0
450375886 O 04/01/11
0
1502387 560/560 F 85,400.00 ZZ
180 84,710.19 1
153 MAGNOLIA AVE. 8.875 859.85 51
8.625 859.85 170,000.00
DUMONT NJ 07628 2 03/25/96 00
450376777 05 05/01/96 0
450376777 O 04/01/11
0
1502388 560/560 F 508,000.00 ZZ
180 503,163.74 1
530 CAMINO REAL STREET 7.000 4,566.05 57
6.750 4,566.05 900,000.00
EL PASO TX 79922 2 03/27/96 00
450387295 05 05/01/96 0
450387295 O 04/01/11
0
1502389 560/560 F 300,000.00 ZZ
180 298,260.30 1
47 APPIAN WAY 8.000 2,866.96 77
7.750 2,866.96 392,500.00
BARRINGTON RI 02806 1 04/01/96 00
450389523 05 06/01/96 0
450389523 O 05/01/11
0
1502390 560/560 F 75,000.00 ZZ
180 73,916.27 1
331 WHITE HOUSE RD 7.375 689.94 43
7.125 689.94 175,000.00
ENNIS TX 75119 2 03/29/96 00
450389986 05 05/01/96 0
450389986 O 04/01/11
0
1
1502391 560/560 F 30,000.00 ZZ
180 29,732.39 1
8819 HOLLY LEAF DRIVE 7.750 282.38 16
7.500 282.38 195,547.00
WINDSOR CA 95492 1 03/29/96 00
450390968 05 05/01/96 0
450390968 O 04/01/11
0
1502392 560/560 F 332,000.00 ZZ
180 330,053.43 1
21264 MT FALCON RD 7.875 3,148.85 67
7.625 3,148.85 500,000.00
EVERGREEN CO 80439 1 04/05/96 00
450391446 05 06/01/96 0
450391446 O 05/01/11
0
1502393 560/560 F 336,000.00 ZZ
180 333,002.66 1
6022 S GALENA CR 7.750 3,162.69 80
7.500 3,162.69 420,000.00
ENGLEWOOD CO 80111 2 04/05/96 00
450391545 03 05/01/96 0
450391545 O 04/01/11
0
1502394 560/560 F 258,750.00 ZZ
180 257,058.76 1
5 DOVE PLACE 6.625 2,271.81 90
6.375 2,271.81 287,500.00
WYOMING DE 19934 2 04/03/96 10
450392980 05 06/01/96 25
450392980 O 05/01/11
0
1502395 560/560 F 262,500.00 ZZ
180 260,960.92 1
29 SUMMERHILL LANE 7.875 2,489.68 75
7.625 2,489.68 350,000.00
TOWN & COUNTRY MO 63017 5 04/09/96 00
450393947 05 06/01/96 0
450393947 O 05/01/11
0
1502396 560/560 F 471,200.00 ZZ
180 468,184.49 1
1
249 MEADOWBROOK ROAD 8.500 4,640.10 80
8.250 4,640.10 589,000.00
ROBBINSVILLE NJ 08691 1 04/12/96 00
450398003 05 06/01/96 0
450398003 O 05/01/11
0
1502397 560/560 F 250,400.00 ZZ
180 248,849.37 1
10 HORACE COURT 7.250 2,285.81 80
7.000 2,285.81 313,000.00
WEST WINDSOR NJ 08512 1 04/15/96 00
450399647 05 06/01/96 0
450399647 O 05/01/11
0
1502398 560/560 F 365,400.00 ZZ
180 363,304.31 1
103 DEL CABO 8.125 3,518.37 90
7.875 3,518.37 406,000.00
SAN CLEMENTE CA 92673 2 04/09/96 04
450402458 05 06/01/96 25
450402458 O 05/01/11
0
1502399 560/560 F 273,750.00 ZZ
180 272,179.94 1
4645 E COACHLIGHT LANE 8.125 2,635.90 75
7.875 2,635.90 365,000.00
TUCSON AZ 85718 5 04/19/96 00
450402821 05 06/01/96 0
450402821 O 05/01/11
0
1502400 560/560 F 261,100.00 ZZ
180 259,429.33 1
21 KETCHAM ROAD 6.875 2,328.64 82
6.625 2,328.64 320,000.00
BELLE MEAD NJ 08502 2 04/26/96 04
450410535 03 06/01/96 12
450410535 O 05/01/11
0
1502401 560/560 F 225,000.00 ZZ
180 223,621.74 1
810 PEBBLEWOOD RD 7.375 2,069.83 65
7.125 2,069.83 347,000.00
WEST CHESTER PA 19380 1 04/30/96 00
450417050 03 06/01/96 0
1
450417050 O 05/01/11
0
1502402 560/560 F 156,950.00 ZZ
180 156,049.83 1
101 WEXWOOD COURT 8.125 1,511.25 75
7.875 1,511.25 209,270.00
APEX NC 27502 1 05/03/96 00
450423215 03 06/01/96 0
450423215 O 05/01/11
0
1502403 560/560 F 348,750.00 T
180 347,786.03 1
9917 CLUB PLACE LANE 8.500 3,434.28 75
8.250 3,434.28 465,000.00
CARMEL CA 93923 1 05/09/96 00
450426085 01 07/01/96 0
450426085 O 06/01/11
0
1502485 163/728 F 225,600.00 ZZ
180 216,959.59 1
1807 OAK VIEW DRIVE 7.250 2,059.42 80
7.000 2,059.42 282,000.00
ANN ARBOR MI 48108 1 06/23/95 00
0380451782 03 08/01/95 0
163 O 07/01/10
0
1502760 227/728 F 255,000.00 ZZ
180 254,279.27 1
8325 E JENAN DRIVE 8.250 2,473.86 69
8.000 2,473.86 373,137.00
SCOTTSDALE AZ 85260 1 05/17/96 00
0380453044 03 07/01/96 0
1611221 O 06/01/11
0
1502773 B76/728 F 290,000.00 ZZ
180 288,242.85 1
843 MUNSON AVENUE 7.500 2,688.34 87
7.250 2,688.34 335,000.00
TRAVERSE CITY MI 49686 2 04/25/96 14
0380451964 05 06/01/96 12
188184 O 05/01/11
0
1
1502783 526/728 F 392,250.00 ZZ
180 390,073.90 1
25 AUTUMN LANE 8.500 3,862.65 63
8.250 3,862.65 625,000.00
HAMILTON MA 01936 5 04/24/96 00
0380451923 05 06/01/96 0
114642 O 05/01/11
0
1502786 526/728 F 475,000.00 ZZ
180 470,574.44 1
4554 BOULDER CREEK ROAD 7.250 4,336.10 72
7.000 4,336.10 665,000.00
JULIAN CA 92036 4 03/07/96 00
0380455676 05 05/01/96 0
93893 O 04/01/11
0
1502846 181/181 F 256,000.00 ZZ
180 253,562.83 1
11913 PARKSIDE DRIVE 7.000 2,301.00 75
6.750 2,301.00 344,000.00
FAIRFAX VA 22033 2 03/18/96 00
5060320 03 05/01/96 0
5060320 O 04/01/11
0
1502856 181/181 F 349,000.00 ZZ
180 345,818.10 1
51 GROVE HILL SOUTH 7.500 3,235.28 78
7.250 3,235.28 450,000.00
SAN ANSELMO CA 94960 2 03/15/96 00
4925009 05 05/01/96 0
4925009 O 04/01/11
0
1502860 181/181 F 244,000.00 ZZ
180 242,244.26 1
120 LAKESIDE TRAIL 7.375 2,244.61 80
7.125 2,244.61 305,000.00
FAYETTEVILLE GA 30214 1 04/19/96 00
5062187 05 06/01/96 0
5062187 O 05/01/11
0
1502863 181/181 F 535,100.00 ZZ
180 531,857.77 1
10900 W CRYSTAL SPRINGS LANE 7.500 4,960.44 54
7.250 4,960.44 1,000,000.00
1
ORLAND PARK IL 60462 2 04/15/96 00
5055415 05 06/01/96 0
5055415 O 05/01/11
0
1502866 181/181 F 296,000.00 ZZ
180 293,359.48 1
151-15 25TH DRIVE 7.750 2,786.18 80
7.500 2,786.18 370,000.00
WHITESTONE NY 11354 2 03/01/96 00
5053919 05 05/01/96 0
5053919 O 04/01/11
0
1502914 976/728 F 386,750.00 ZZ
180 384,580.44 1
403 COUNTY RIDGE ROAD 8.375 3,780.20 75
8.125 3,780.20 520,000.00
ROCKWALL TX 75087 2 04/30/96 00
0380454950 05 06/01/96 0
930326 O 05/01/11
0
1502927 736/728 F 325,000.00 ZZ
180 323,197.00 1
2251 OAK SHADE ROAD 8.500 3,200.40 69
8.250 3,200.40 475,000.00
BRADBURY CA 91010 1 04/22/96 00
0380448127 05 06/01/96 0
466583 O 05/01/11
0
1502928 736/728 F 248,000.00 ZZ
180 246,545.92 1
10641 MISSOURI AVENUE, NO. 302 7.875 2,352.16 78
7.625 2,352.16 318,000.00
LOS ANGELES CA 90025 1 04/09/96 00
0380448085 01 06/01/96 0
466016 O 05/01/11
0
1502929 736/728 F 272,000.00 ZZ
180 270,457.15 1
1521 OAK MEADOW LANE 8.250 2,638.78 58
8.000 2,638.78 472,000.00
SOUTH PASADENA CA 91030 1 04/19/96 00
0380448200 05 06/01/96 0
466378 O 05/01/11
0
1
1502930 736/728 F 420,000.00 ZZ
180 417,537.47 1
11034 DEER CANYON DRIVE 7.875 3,983.49 66
7.625 3,983.49 640,000.00
RANCHO CUCAMONG CA 91737 2 04/10/96 00
0380447947 03 06/01/96 0
463912 O 05/01/11
0
1502931 736/728 F 42,000.00 ZZ
180 41,756.45 1
213 SANDY BEACH ROAD 8.000 401.37 56
UNIT #6 7.750 401.37 75,000.00
VALLEJO CA 94590 2 04/19/96 00
0380447889 01 06/01/96 0
474352 O 05/01/11
0
1502958 369/728 F 240,000.00 ZZ
180 239,298.72 1
5127 EAST 107TH STREET 7.875 2,276.28 80
7.625 2,276.28 300,000.00
TULSA OK 74137 1 05/20/96 00
0380448853 03 07/01/96 0
48913933 O 06/01/11
0
1502964 623/623 F 263,000.00 ZZ
180 262,214.38 1
21 RIVER RIDGE TRAIL 7.625 2,456.77 69
7.375 2,456.77 385,000.00
ORMOND BEACH FL 32174 2 05/15/96 00
887900 03 07/01/96 0
887900 O 06/01/11
0
1502965 623/623 F 374,300.00 T
180 373,206.29 1
3929 EAGLE PINE ROAD 7.875 3,550.05 63
7.625 3,550.05 596,000.00
EAGLE RIVER WI 54521 2 05/16/96 00
885982 05 07/01/96 0
885982 O 06/01/11
0
1502971 181/181 F 314,900.00 ZZ
180 312,907.22 1
1
8678 GREAT COVE DRIVE 7.000 2,830.41 90
6.750 2,830.41 349,900.00
ORLANDO FL 32819 1 04/04/96 10
5061032 05 06/01/96 12
5061032 O 05/01/11
0
1502972 429/429 F 600,000.00 ZZ
180 587,483.32 1
6311 MOUNTAIN BRANCH COURT 7.875 5,690.70 75
7.625 5,690.70 800,000.00
BETHESDA MD 20817 2 10/31/95 00
21278346 05 01/01/96 0
21278346 O 12/01/10
0
1502973 181/181 F 608,300.00 ZZ
180 602,508.89 1
490 ARDEN AT ARGONNE 7.000 5,467.57 79
6.750 5,467.57 770,000.00
ATLANTA GA 30305 1 03/12/96 00
5061377 05 05/01/96 0
5061377 O 04/01/11
0
1503058 A02/728 F 559,000.00 ZZ
180 559,000.00 1
4734 WELLINGTON DRIVE 8.625 5,545.73 70
8.375 5,545.73 800,000.00
LONG GROVE IL 60047 1 06/28/96 00
0380483496 05 08/01/96 0
01960830C O 07/01/11
0
1503107 A91/728 F 190,000.00 ZZ
180 190,000.00 1
2800 CLUBHOUSE ROAD 8.125 1,829.48 66
7.875 1,829.48 290,000.00
MERRICK NY 11566 1 06/14/96 00
0380461187 05 08/01/96 0
150597 O 07/01/11
0
1503219 163/163 F 280,000.00 ZZ
180 276,658.85 1
5212 EASTWIND ROAD 7.750 2,635.57 70
7.500 2,635.57 400,000.00
LOUISVILLE KY 40207 2 02/14/96 00
55519560 05 04/01/96 0
1
55519560 O 03/01/11
0
1503233 A53/728 F 345,500.00 ZZ
180 343,540.23 1
6617 COLONEL HOLCOMB DRIVE 8.250 3,351.84 79
8.000 3,351.84 438,000.00
CRYSTAL LAKE IL 60012 2 04/22/96 00
0380456658 05 06/01/96 0
0290022553 O 05/01/11
0
1503259 E22/728 F 97,500.00 ZZ
180 97,196.14 1
1130 81ST STREET SOUTH 8.250 945.89 75
8.000 945.89 130,000.00
ST PETERSBURG FL 33707 1 05/22/96 00
0410121651 05 07/01/96 0
410121651 O 06/01/11
0
1503279 429/429 F 363,500.00 ZZ
180 358,177.16 1
1713 PERSEUS ROAD 8.000 3,473.80 60
7.750 3,473.80 606,000.00
CHURCH CREEK MD 21622 2 01/17/96 00
21339817 05 03/01/96 0
21339817 O 02/01/11
0
1503318 E22/728 F 380,000.00 ZZ
180 378,925.97 1
20157 GREENVIEW DRIVE 8.250 3,686.53 80
8.000 3,686.53 480,000.00
WOODBRIDGE CA 95258 2 05/07/96 00
0410037675 05 07/01/96 0
410037675 O 06/01/11
0
1503343 736/728 F 114,500.00 ZZ
180 114,183.51 1
13933 S.E. 274TH STREET 8.500 1,127.53 69
8.250 1,127.53 167,500.00
KENT WA 98042 2 05/20/96 00
0380475120 03 07/01/96 0
459411 O 06/01/11
0
1
1503344 736/728 F 514,400.00 ZZ
180 512,946.10 1
2961 PACIFIC AVENUE 8.250 4,990.40 70
8.000 4,990.40 735,000.00
SAN FRANCISCO CA 94115 1 05/13/96 00
0380455791 01 07/01/96 0
474063 O 06/01/11
0
1503535 E45/728 F 77,950.00 ZZ
180 77,724.74 1
4 NAMBE TRAIL 8.000 744.93 58
7.750 744.93 136,000.00
CORRALES NM 87048 2 05/24/96 00
0380460981 05 07/01/96 0
UNKNOWN O 06/01/11
0
1503556 450/728 F 332,500.00 ZZ
180 331,570.63 1
2246 N JANSSEN AVE 8.375 3,249.94 70
8.125 3,249.94 475,000.00
CHICAGO IL 60614 5 05/23/96 00
0380453663 05 07/01/96 0
4250502 O 06/01/11
0
1503587 976/728 F 293,800.00 ZZ
180 293,800.00 1
4132 MESA STREET 7.875 2,786.55 80
7.625 2,786.55 370,000.00
TORRANCE CA 90505 1 06/12/96 00
0380488222 05 08/01/96 0
116154833 O 07/01/11
0
1503625 313/728 F 283,000.00 ZZ
180 282,243.65 1
5781 KENTUCKY DOWNS DRIVE 8.875 2,849.37 70
8.625 2,849.37 405,000.00
MACON GA 31210 1 05/15/96 00
0380463068 05 07/01/96 0
5867908 O 06/01/11
0
1503637 E38/728 F 315,000.00 ZZ
180 314,119.55 1
2611 EAST HILLSDEN DRIVE 8.375 3,078.89 73
8.125 3,078.89 435,000.00
1
SALT LAKE CITY UT 84117 1 05/31/96 00
0380460536 05 07/01/96 0
98768 O 06/01/11
0
1503641 624/728 F 275,000.00 ZZ
180 274,196.45 1
679 AVENIDA DE DIAMANTE 7.875 2,608.24 69
7.625 2,608.24 400,000.00
ARROYO GRANDE CA 93420 2 05/08/96 00
0380460726 03 07/01/96 0
72002760146 O 06/01/11
0
1503716 439/728 F 281,200.00 ZZ
180 280,376.52 1
9635 NORTHWEST SKYLINE BOULEVA 7.850 2,663.00 75
7.600 2,663.00 375,000.00
PORTLAND OR 97231 5 05/01/96 00
0380466418 05 07/01/96 0
1852060 O 06/01/11
0
1503717 439/728 F 225,000.00 ZZ
180 224,364.06 1
1320 WALNUT STREET SOUTH 8.250 2,182.82 75
8.000 2,182.82 300,000.00
SAN GABRIEL CA 91776 1 05/16/96 00
0380466426 05 07/01/96 0
1855545 O 06/01/11
0
1503718 439/728 F 38,600.00 ZZ
180 38,490.90 1
100 NW 32ND COURT 8.250 374.48 75
8.000 374.48 51,500.00
POMPANO BEACH FL 33064 1 05/24/96 00
0380466442 05 07/01/96 0
1855997 O 06/01/11
0
1503719 439/728 F 27,900.00 ZZ
180 27,823.90 1
427 GOLDEN ISLES DRIVE 8.650 277.21 75
#10F 8.400 277.21 37,200.00
HALLANDALE FL 33004 1 05/21/96 00
0380466483 06 07/01/96 0
1856259 O 06/01/11
0
1
1503778 A82/728 F 225,000.00 ZZ
180 224,356.95 1
20 SAN MATEO 8.125 2,166.49 79
7.875 2,166.49 285,000.00
RANCHO SANTA MA CA 92688 2 05/20/96 00
0380453614 03 07/01/96 0
DB10200042 O 06/01/11
0
1503786 696/728 F 380,000.00 ZZ
180 378,877.32 1
1134 TOWLSTON ROAD 7.750 3,576.85 78
7.500 3,576.85 490,000.00
GREAT FALLS VA 22066 1 05/24/96 00
0380458936 05 07/01/96 0
2327466 O 06/01/11
0
1504026 936/728 F 329,600.00 ZZ
180 328,658.00 1
1877 ADOBE CREEK DRIVE 8.125 3,173.67 80
7.875 3,173.67 412,000.00
PETALUMA CA 94954 1 05/06/96 00
0380463647 03 07/01/96 0
6058788 O 06/01/11
0
1504087 998/728 F 330,000.00 ZZ
180 328,086.32 1
1166 OXFORD ROAD 8.000 3,153.66 40
7.750 3,153.66 830,000.00
SAN MARINO CA 91108 1 04/12/96 00
0380455585 05 06/01/96 0
59521575 O 05/01/11
0
1504112 998/728 F 115,500.00 ZZ
180 114,815.31 1
2701 VANDERBILT LANE 7.750 1,087.18 70
7.500 1,087.18 165,000.00
REDONDO BEACH CA 90278 1 04/17/96 00
0380459777 05 06/01/96 0
99322117 O 05/01/11
0
1504127 668/728 F 262,550.00 ZZ
180 261,093.44 1
1
457 SHADOW ROCK COURT 8.500 2,585.44 80
8.250 2,585.44 328,227.00
SAN JOSE CA 95136 1 04/23/96 00
0380455445 03 06/01/96 0
6703631 O 05/01/11
0
1504130 998/728 F 79,700.00 ZZ
180 79,211.79 1
3433 CORTE VIEJO 7.375 733.18 42
7.125 733.18 190,000.00
CARLSBAD CA 92009 2 04/02/96 00
0380455668 03 06/01/96 0
59477406 O 05/01/11
0
1504178 377/728 F 462,000.00 ZZ
180 460,664.88 1
1245 NORTH HIGHWAY A1A 8.000 4,415.12 80
7.750 4,415.12 577,500.00
INDIALANTIC FL 32903 1 05/24/96 00
0380455684 05 07/01/96 0
6225304 O 06/01/11
0
1504357 975/728 F 297,000.00 ZZ
180 296,169.85 1
490 PAULETTE PLACE 8.375 2,902.96 71
8.125 2,902.96 422,000.00
LA CANADA-FLINT CA 91011 2 05/21/96 00
0380459876 05 07/01/96 0
961508 O 06/01/11
0
1504404 E22/728 F 650,000.00 ZZ
180 648,203.36 1
20 ISLAND DRIVE 8.500 6,400.81 69
8.250 6,400.81 950,000.00
KEY BISCAYNE FL 33149 1 05/23/96 00
0410122220 05 07/01/96 0
410122220 O 06/01/11
0
1504654 686/728 F 270,000.00 ZZ
180 269,247.00 1
108 LA CRESCENTA STREET 8.400 2,643.00 90
8.150 2,643.00 300,000.00
AREA OF OXNARD CA 93035 1 05/14/96 10
0380465311 05 07/01/96 12
1
30817559859 O 06/01/11
0
1504670 686/728 F 58,000.00 ZZ
180 57,841.47 1
5946 18TH AVENUE SW 8.625 575.41 58
8.375 575.41 100,000.00
SEATTLE WA 98106 2 05/14/96 00
0380464330 05 07/01/96 0
30817543457 O 06/01/11
0
1504675 686/728 F 70,000.00 ZZ
180 69,797.71 1
104 FOREST AVENUE 8.000 668.96 36
7.750 668.96 195,000.00
WILLOW SPRINGS IL 60480 5 05/20/96 00
0380465063 05 07/01/96 0
30817403702 O 06/01/11
0
1504676 686/728 F 28,100.00 ZZ
180 28,024.89 1
8350 SANDS POINT BLVD 8.875 282.93 75
UNIT E-202 8.625 282.93 37,500.00
TAMARAC FL 33321 1 05/24/96 00
0380465071 01 07/01/96 0
30817460850 O 06/01/11
0
1504677 686/728 F 71,700.00 ZZ
180 71,497.34 1
13053 VIBURNUM DR SOUTH 8.250 695.60 70
8.000 695.60 102,500.00
JACKSONVILLE FL 32246 1 05/28/96 00
0380464470 03 07/01/96 0
30817461098 O 06/01/11
0
1504678 686/728 F 307,000.00 ZZ
180 306,170.23 1
220 OSCEOLA WAY 8.750 3,068.31 75
8.500 3,068.31 410,000.00
PALM BCH FL 33480 1 05/24/96 00
0380465089 05 07/01/96 0
30817462252 O 06/01/11
0
1
1504694 686/728 F 100,500.00 ZZ
180 100,215.94 1
660 OUTLOOK AVE 8.250 975.00 75
8.000 975.00 134,000.00
WEST BABYLON NY 11704 1 05/31/96 00
0380464702 05 07/01/96 0
30817381783 O 06/01/11
0
1504695 686/728 F 26,500.00 ZZ
180 26,423.75 1
12219 SW 14TH LANE UNIT#2302 8.050 254.02 57
7.800 254.02 46,500.00
MIAMI FL 33184 1 05/31/96 00
0380464678 01 07/01/96 0
30817580285 O 06/01/11
0
1504736 369/728 F 600,000.00 ZZ
180 598,207.72 1
2895 SUMMIT DRIVE 7.625 5,604.78 59
7.375 5,604.78 1,018,000.00
HILLSBOROUGH CA 94010 1 05/22/96 00
0380457714 05 07/01/96 0
637499 O 06/01/11
0
1504739 369/728 F 542,500.00 ZZ
180 540,966.68 1
34 SOUTH CHESKA LANE 8.250 5,263.01 70
8.000 5,263.01 775,000.00
HOUSTON TX 77024 1 05/22/96 00
0380457300 05 07/01/96 0
49801459 O 06/01/11
0
1504842 E57/728 F 206,250.00 ZZ
180 205,660.54 1
10 SATURN CIRLCE 8.125 1,985.94 75
7.875 1,985.94 275,000.00
RANCHO MIRAGE CA 92270 1 05/14/96 00
0380464314 05 07/01/96 0
47262005000 O 06/01/11
0
1504854 399/399 F 300,000.00 ZZ
180 299,152.07 1
SE CORNER OF LINCOLN ST AND 8.250 2,910.43 80
4TH AVE 8.000 2,910.43 375,000.00
1
CARMEL CA 93921 1 05/16/96 00
6545834 05 07/01/96 0
6545834 O 06/01/11
0
1504913 896/728 F 198,000.00 ZZ
180 198,000.00 1
10125 BUICE ROAD 8.500 1,949.78 70
8.250 1,949.78 283,000.00
ALPHARETTA GA 30202 2 06/17/96 00
0380486283 05 08/01/96 0
UNKNOWN O 07/01/11
0
1504960 686/728 F 137,100.00 ZZ
180 136,690.46 1
3510 NEWHAVEN DRIVE 7.625 1,280.70 75
7.375 1,280.70 182,832.00
RICHARDSON TX 75082 1 05/07/96 00
0380465477 05 07/01/96 0
30817668056 O 06/01/11
0
1504961 686/728 F 93,750.00 ZZ
180 93,496.60 1
1506 SOUTH STREET 8.750 936.99 75
8.500 936.99 125,000.00
NASHVILLE TN 37212 1 05/17/96 00
0380465493 05 07/01/96 0
30817668346 O 06/01/11
0
1505026 E85/728 F 272,000.00 ZZ
180 272,000.00 1
44 ALTA VISTA WAY 8.000 2,599.37 76
7.750 2,599.37 360,000.00
SAN RAFAEL CA 94901 2 06/07/96 00
0380478918 05 08/01/96 0
960011 O 07/01/11
0
1505060 640/728 F 336,000.00 ZZ
180 335,060.85 1
7066 DUNCAN'S GLEN ROAD 8.375 3,284.15 80
8.125 3,284.15 425,000.00
KNOXVILLE TN 37919 2 05/20/96 00
0380459058 05 07/01/96 0
960857R O 06/01/11
0
1
1505324 375/728 F 90,750.00 ZZ
180 89,678.83 1
2 WINDLEDGE PLACE 7.875 860.72 65
7.625 860.72 140,750.00
THE WOODLANDS TX 77381 1 02/28/96 00
0380469818 03 04/01/96 0
409828 O 03/01/11
0
1505329 936/728 F 650,000.00 ZZ
180 650,000.00 1
120 CROYDON WAY 7.875 6,164.93 60
7.625 6,164.93 1,100,000.00
WOODSIDE CA 94062 5 06/18/96 00
0380479387 05 08/01/96 0
6074694 O 07/01/11
0
1505369 E22/728 F 244,000.00 ZZ
180 243,325.57 1
55 EAST SUNRISE AVENUE 8.500 2,402.76 80
8.250 2,402.76 305,000.00
CORAL GABLES FL 33133 1 05/17/96 00
0410119986 05 07/01/96 0
410119986 O 06/01/11
0
1505485 076/076 F 289,000.00 ZZ
180 288,146.17 1
12 PARTRIDGE DRIVE 7.750 2,720.29 80
7.500 2,720.29 365,000.00
SAN RAFAEL CA 94901 2 05/06/96 00
UNKNOWN 03 07/01/96 0
UNKNOWN O 06/01/11
0
1505490 076/076 F 300,000.00 ZZ
180 298,279.39 1
1202 CHESTERTON COURT 8.125 2,888.65 62
7.875 2,888.65 490,000.00
WALNUT CREEK CA 94596 2 04/24/96 00
5607742 05 06/01/96 0
5607742 O 05/01/11
0
1505493 076/076 F 292,000.00 ZZ
180 290,230.75 1
1
26 AVIGNON COURT 7.500 2,706.87 80
7.250 2,706.87 365,000.00
LITTLE ROCK AR 72211 1 04/16/96 00
5563462M 03 06/01/96 0
5563462M O 05/01/11
0
1505494 076/076 F 464,000.00 ZZ
180 459,769.65 1
14024 S WESTERN AVE 7.500 4,301.34 77
7.250 4,301.34 610,000.00
OKLAHOMA CITY OK 73170 4 03/13/96 00
25050 05 05/01/96 0
25050 O 04/01/11
0
1505495 076/076 F 255,000.00 ZZ
180 249,388.83 1
119 ARMSBY ROAD 7.250 2,327.81 79
7.000 2,327.81 325,000.00
SUTTON MA 01590 1 11/28/95 00
4726612 05 01/01/96 0
4726612 O 12/01/10
0
1505496 640/728 F 400,000.00 ZZ
180 398,831.20 1
7920 BIRNAM WOOD COVE 7.875 3,793.80 51
7.625 3,793.80 785,000.00
GERMANTOWN TN 38139 4 05/28/96 00
0380461146 05 07/01/96 0
5694617 O 06/01/11
0
1505497 076/076 F 382,500.00 ZZ
180 379,161.73 1
4801 ROSEMONT PLACE 8.000 3,655.37 90
7.750 3,655.37 425,000.00
PENSACOLA FL 32514 1 04/01/96 14
5795312 05 05/01/96 25
5795312 O 04/01/11
0
1505499 076/076 F 300,000.00 ZZ
180 299,123.40 1
410 LOWER VINTNERS CIRCLE 7.875 2,845.35 65
7.625 2,845.35 462,000.00
FREMONT CA 94539 1 05/21/96 00
5918212 05 07/01/96 0
1
5918212 O 06/01/11
0
1505517 076/076 F 300,000.00 ZZ
180 299,161.47 1
1438 SELBORN PLACE 8.375 2,932.28 67
8.125 2,932.28 450,000.00
SAN JOSE CA 95126 1 05/03/96 00
5575172 05 07/01/96 0
5575172 O 06/01/11
0
1505521 076/076 F 232,000.00 ZZ
180 231,351.54 1
19914 ERIKA WAY 8.375 2,267.63 80
8.125 2,267.63 290,000.00
KATY TX 77450 1 05/17/96 00
5631892 03 07/01/96 0
5631892 O 06/01/11
0
1505523 076/076 F 409,600.00 ZZ
180 407,171.91 1
3604 OLYMPIC BLVD WEST 7.750 3,855.47 80
7.500 3,855.47 512,000.00
UNIVERSITY PLAC WA 98466 1 04/22/96 00
5614242 05 06/01/96 0
5614242 O 05/01/11
0
1505616 025/025 F 309,000.00 ZZ
180 308,107.03 1
121 BARDWELL WAY 8.000 2,952.97 80
7.750 2,952.97 388,000.00
BLYTHEWOOD SC 29016 2 05/14/96 00
6000177748 03 07/01/96 0
6000177748 O 06/01/11
0
1505623 766/728 F 550,000.00 ZZ
180 550,000.00 1
6750 GRANADA BLVD 7.500 5,098.57 56
7.250 5,098.57 995,000.00
CORAL GABLES FL 33146 1 06/07/96 00
0380460882 05 08/01/96 0
96OZ0187 O 07/01/11
0
1
1505634 961/728 F 249,600.00 ZZ
180 248,902.34 1
18832 EAST ASHLEY PLACE 8.375 2,439.66 80
8.125 2,439.66 312,000.00
ROWLAND HEIGHTS CA 91748 1 05/17/96 00
0380466459 03 07/01/96 0
09108926 O 06/01/11
0
1505636 961/728 F 251,250.00 ZZ
180 250,539.86 1
519 SOUTH HIDALGO AVENUE 8.250 2,437.48 75
8.000 2,437.48 335,000.00
ALHAMBRA CA 91801 2 05/14/96 00
0380466202 05 07/01/96 0
09108862 O 06/01/11
0
1505648 975/728 F 290,400.00 ZZ
180 290,400.00 1
26572 MEADOW CREST DRIVE 8.125 2,796.21 79
7.875 2,796.21 370,000.00
LAGUNA HILLS CA 92653 1 06/01/96 00
0380468141 03 08/01/96 0
961575 O 07/01/11
0
1505767 025/025 F 304,800.00 ZZ
180 301,960.19 1
113 CEDARWOOD CREEK COURT 7.250 2,782.41 80
7.000 2,782.41 381,000.00
WINSTON-SALEM NC 27104 2 03/22/96 00
UNKNOWN 03 05/01/96 0
UNKNOWN O 04/01/11
0
1505768 025/025 F 238,000.00 T
180 237,319.80 1
LOT 10 WEST SHORE DRIVE 8.125 2,291.66 73
7.875 2,291.66 330,000.00
BIG PINE KEY FL 33043 1 05/03/96 00
474975 05 07/01/96 0
474975 O 06/01/11
0
1505829 267/267 F 596,000.00 ZZ
180 594,200.00 1
1475 CHARLTON RD 7.500 5,525.00 80
7.250 5,525.00 745,000.00
1
SAN MARINO CA 91108 1 05/22/96 00
4406826 05 07/01/96 0
4406826 O 06/01/11
0
1505969 369/728 F 300,000.00 ZZ
180 299,142.60 1
2840 WOOLSEY LANE 8.125 2,888.65 34
7.875 2,888.65 900,000.00
WOODLAND MN 55391 5 05/30/96 00
0380467598 05 07/01/96 0
48199905 O 06/01/11
0
1506045 685/728 F 67,000.00 ZZ
180 67,000.00 1
737 NORTH SAPPHIRE STREET 8.250 649.99 60
8.000 649.99 113,000.00
LAYTON UT 84041 2 06/01/96 00
0380470204 05 08/01/96 0
104647 O 07/01/11
0
1506132 A06/728 F 223,700.00 ZZ
180 222,299.59 1
3934 STONEHAVEN 7.125 2,026.35 70
6.875 2,026.35 322,000.00
TROY MI 48084 2 04/12/96 00
0380468349 05 06/01/96 0
9601125 O 05/01/11
0
1506328 E22/728 F 107,600.00 ZZ
180 107,600.00 1
14616 HAYNES STREET 7.750 1,012.81 75
7.500 1,012.81 143,500.00
VAN NUYS AREA CA 91411 5 05/30/96 00
0410143911 05 08/01/96 0
410143911 O 07/01/11
0
1506409 450/728 F 215,900.00 ZZ
180 215,282.96 1
9925 TIMOTHY LANE 8.125 2,078.86 90
7.875 2,078.86 239,900.00
GREEN OAK TWP MI 48178 1 05/31/96 10
0380469347 05 07/01/96 12
4106373 O 06/01/11
0
1
1506412 450/728 F 398,400.00 ZZ
180 397,248.68 1
4507 LIVELY LANE 8.000 3,807.32 80
7.750 3,807.32 498,000.00
DALLAS TX 75220 1 05/30/96 00
0380470329 05 07/01/96 0
3875861 O 06/01/11
0
1506445 025/025 F 500,000.00 ZZ
180 498,489.94 1
981 WEST WESLEY ROAD NW 7.500 4,635.06 65
7.250 4,635.06 775,000.00
ATLANTA GA 30327 2 05/23/96 00
524927 05 07/01/96 0
524927 O 06/01/11
0
1506644 A83/728 F 122,100.00 ZZ
180 120,611.10 1
1413 FRIAR TUCK 7.500 1,131.88 56
7.250 1,131.88 220,000.00
UNION CITY TN 38261 2 02/23/96 00
0380470808 05 04/01/96 0
126993 O 03/01/11
0
1506747 356/728 F 312,500.00 ZZ
180 311,616.75 1
43750 CAMERON HILLS DRIVE 8.250 3,031.69 68
8.000 3,031.69 460,000.00
FREMONT CA 94539 1 05/22/96 00
0380473646 05 07/01/96 0
2365807 O 06/01/11
0
1506772 936/728 F 350,000.00 ZZ
180 350,000.00 1
23750 RAVENSBURY AVENUE 8.000 3,344.79 42
7.750 3,344.79 850,000.00
LOS ALTOS HILLS CA 94024 1 06/01/96 00
0380472184 05 08/01/96 0
6064950 O 07/01/11
0
1506870 369/728 F 504,000.00 ZZ
180 502,575.49 1
1
1310 NORTH GATE ROAD 8.250 4,889.51 61
8.000 4,889.51 835,000.00
COLORADO SPRING CO 80921 5 05/29/96 00
0380470584 05 07/01/96 0
49700073 O 06/01/11
0
1507001 069/728 F 195,700.00 ZZ
180 193,859.24 1
6282 ACELA COURT 7.375 1,800.30 95
7.125 1,800.30 206,000.00
CITY OF RIVERSI CA 92506 2 04/18/96 04
0380480716 05 06/01/96 30
2072098754 O 05/01/11
0
1507030 171/728 F 272,500.00 ZZ
180 272,500.00 1
18802 LEESBURY WAY 8.375 2,663.49 90
8.125 2,663.49 302,800.00
ROWLAND HEIGHTS CA 91748 1 06/03/96 10
0380472929 03 08/01/96 25
67093999 O 07/01/11
0
1507042 147/728 F 230,000.00 ZZ
180 227,314.62 1
238 LIVE OAK DRIVE 8.000 2,198.00 54
7.750 2,198.00 426,000.00
DANVILLE CA 94506 2 02/23/96 00
0380477183 03 04/01/96 0
857292 O 03/01/11
0
1507049 147/728 F 103,500.00 ZZ
180 102,576.68 1
6139 CHEVY CHASE DRIVE 7.750 974.23 38
7.500 974.23 276,500.00
HOUSTON TX 77057 2 03/29/96 00
0380486937 03 05/01/96 0
483235 O 04/01/11
0
1507175 748/748 F 322,500.00 ZZ
180 321,578.29 1
30 TWOMBLY DRIVE 8.125 3,105.30 75
7.875 3,105.30 430,000.00
SUMMIT NJ 07901 5 05/28/96 00
108110963 05 07/01/96 0
1
108110963 O 06/01/11
0
1508404 E22/728 F 94,500.00 ZZ
180 94,500.00 1
7317 BRENISH DRIVE 8.375 923.67 70
8.125 923.67 135,000.00
GAITHERSBURG MD 20879 2 06/10/96 00
0410187926 03 08/01/96 0
410187926 O 07/01/11
0
1508546 637/728 F 390,000.00 ZZ
180 388,897.70 1
3225 SOUTH TIOGA WAY 8.250 3,783.55 65
8.000 3,783.55 600,000.00
LAS VEGAS NV 89117 5 05/13/96 00
0380477845 05 07/01/96 0
4984043 O 06/01/11
0
1508555 074/728 F 500,000.00 ZZ
180 497,003.37 1
1131 STUART RD 7.625 4,670.65 60
7.375 4,670.65 840,000.00
PRINCETON NJ 08540 1 04/15/96 00
0380473992 05 06/01/96 0
1101189803 O 05/01/11
0
1508558 074/728 F 344,000.00 ZZ
180 341,960.79 1
176 EAST 71ST STREET, PAT.9F 7.750 3,237.99 40
7.500 3,237.99 860,000.00
NEW YORK NY 10021 1 04/25/96 00
0380473299 13 06/01/96 0
1106000711 O 05/01/11
0
1508564 074/728 F 425,000.00 ZZ
180 422,535.42 1
470 WEST END AVENUE, APT. 8B 8.000 4,061.53 60
7.750 4,061.53 715,000.00
NEW YORK NY 10024 5 04/19/96 00
0380472887 12 06/01/96 0
1112068505 O 05/01/11
0
1
1508565 074/728 F 222,200.00 ZZ
180 220,655.22 1
42 N MAIN ST 8.000 2,123.46 77
7.750 2,123.46 290,000.00
NEW HOPE PA 18938 2 04/16/96 00
0380474073 05 06/01/96 0
1175033163 O 05/01/11
0
1508566 074/728 F 657,000.00 ZZ
180 655,101.37 1
7255 LAGO DRIVE WEST 8.000 6,278.63 70
7.750 6,278.63 950,000.00
CORAL GABLES FL 33143 2 05/22/96 00
0380472895 03 07/01/96 0
1311257754 O 06/01/11
0
1508567 074/728 F 412,000.00 ZZ
180 410,873.88 1
1848 SUFFOLK WAY 8.625 4,087.37 80
8.375 4,087.37 515,000.00
CARMICHAEL CA 95608 2 05/07/96 00
0380474107 05 07/01/96 0
1483000290 O 06/01/11
0
1508568 074/728 F 240,000.00 ZZ
180 239,321.66 1
11961 OLD EUREKA WAY 8.250 2,328.34 78
8.000 2,328.34 309,400.00
GOLD RIVER CA 95670 1 05/13/96 00
0380474131 03 07/01/96 0
1483000336 O 06/01/11
0
1508571 074/728 F 298,100.00 ZZ
180 296,427.74 1
5320 CROSS CREEK LANE 8.375 2,913.71 59
8.125 2,913.71 513,000.00
RENO NV 89511 2 04/05/96 00
0380474198 05 06/01/96 0
1512001647 O 05/01/11
0
1508572 074/728 F 400,000.00 ZZ
180 397,628.81 1
18803 BELLGROVE CIRCLE 7.750 3,765.11 58
7.500 3,765.11 689,950.00
1
SARATOGA CA 95070 1 04/04/96 00
0380474214 05 06/01/96 0
1561321972 O 05/01/11
0
1508575 074/728 F 225,000.00 ZZ
180 223,623.42 1
10845 BLACKLAND ROAD 7.750 2,117.88 75
7.500 2,117.88 300,000.00
WILLIS TX 77378 1 04/12/96 00
0380474404 05 06/01/96 0
1563117650 O 05/01/11
0
1508577 074/728 F 306,400.00 ZZ
180 304,662.01 1
810 MOUNT VERNON HIGHWAY 8.250 2,972.52 79
8.000 2,972.52 388,000.00
ATLANTA GA 30327 2 04/25/96 00
0380474438 05 06/01/96 0
1566068346 O 05/01/11
0
1508579 074/728 F 920,000.00 T
180 911,612.23 1
0476 WRIGHT RD 7.500 8,528.52 44
7.250 8,528.52 2,100,000.00
ASPEN CO 81611 2 03/11/96 00
0380474461 05 05/01/96 0
1579017982 O 04/01/11
0
1508584 074/728 F 300,000.00 ZZ
180 298,202.03 1
24 ROANOKE ROAD 7.625 2,802.39 75
7.375 2,802.39 400,000.00
MONTGOMERY NJ 08502 1 04/15/96 00
0380474495 05 06/01/96 0
1587027132 O 05/01/11
0
1508585 074/728 F 67,800.00 ZZ
180 67,406.81 1
419 POTOMAC AVENUE 8.000 647.94 52
7.750 647.94 132,000.00
BALTIMORE MD 21237 2 04/16/96 00
0380475096 05 06/01/96 0
1587028259 O 05/01/11
0
1
1508586 074/728 F 428,000.00 ZZ
180 425,518.02 1
17252 GREEN STREET 8.000 4,090.20 80
7.750 4,090.20 535,000.00
HUNTINGTON BEAC CA 92649 5 04/23/96 00
0380473307 05 06/01/96 0
1595001407 O 05/01/11
0
1508587 074/728 F 80,000.00 ZZ
180 78,539.33 1
43 DANA POINT AVENUE 8.250 776.12 40
8.000 776.12 204,000.00
VENTURA CA 93004 5 04/18/96 00
0380475112 05 06/01/96 0
1596001355 O 05/01/11
0
1508588 074/728 F 233,000.00 ZZ
180 232,304.00 1
1522 N PENDELTON CT 7.625 2,176.52 56
7.375 2,176.52 422,250.00
PALATINE IL 60067 1 05/08/96 00
0380475245 03 07/01/96 0
1612036756 O 06/01/11
0
1508589 074/728 F 900,000.00 ZZ
180 891,794.60 1
2515 35TH STREET 7.500 8,343.11 71
7.250 8,343.11 1,275,000.00
OAK BROOK IL 60521 5 03/27/96 00
0380472879 05 05/01/96 0
1613014250 O 04/01/11
0
1508940 356/728 F 253,288.00 ZZ
180 252,572.11 1
1487 MIMOSA STREET 8.250 2,457.25 80
8.000 2,457.25 316,611.00
LIVERMORE CA 94550 1 05/28/96 00
0380476458 05 07/01/96 0
2365385 O 06/01/11
0
1508941 356/728 F 240,000.00 ZZ
180 240,000.00 1
1
122 FERINO WAY 8.375 2,345.83 72
8.125 2,345.83 335,000.00
FREMONT CA 94536 5 05/30/96 00
0380475369 05 08/01/96 0
2368348 O 07/01/11
0
1508949 664/728 F 75,000.00 ZZ
180 73,468.68 1
1694 B PENNY LANE UNIT B 8.125 722.17 63
7.875 722.17 120,000.00
CRYSTAL LAKE IL 60014 2 11/17/95 00
0380481847 01 01/01/96 0
2120632 O 12/01/10
0
1508958 003/728 F 500,000.00 ZZ
180 500,000.00 1
27 CASTLE HARBOR ISLE 8.250 4,850.71 73
8.000 4,850.71 686,000.00
FORT LAUDERDALE FL 33308 2 06/19/96 00
0380475815 05 08/01/96 0
3662582 O 07/01/11
0
1509148 A50/A50 F 329,850.00 ZZ
180 329,850.00 1
9 TREMBLEWOOD TRAIL 8.500 3,248.16 90
8.250 3,248.16 366,500.00
VALDOSTA GA 31602 1 06/17/96 12
UNKNOWN 05 08/01/96 25
UNKNOWN O 07/01/11
0
1509152 976/728 F 230,000.00 ZZ
180 230,000.00 1
11740 BACON RACE ROAD 8.500 2,264.91 75
8.250 2,264.91 310,000.00
WOODBRIDGE VA 22192 5 06/07/96 00
0380477738 05 08/01/96 0
57638 O 07/01/11
0
1509176 601/728 F 224,000.00 ZZ
180 223,380.85 1
8371 SAN LEANDRO DRIVE 8.500 2,205.82 80
DALLAS COUNTY 8.250 2,205.82 280,000.00
DALLAS TX 75218 1 05/31/96 00
0380483843 05 07/01/96 0
1
1082958 O 06/01/11
0
1509182 601/728 F 252,000.00 T
180 251,287.74 1
#2 WESTPORT 8.250 2,444.76 90
8.000 2,444.76 280,000.00
HILTON HEAD SC 29928 1 05/23/96 10
0380482472 05 07/01/96 30
96030102 O 06/01/11
0
1509320 822/728 F 175,000.00 ZZ
180 174,494.27 1
12 COTTRELL DRIVE 8.000 1,672.40 52
7.750 1,672.40 340,500.00
MILLSTONE NJ 08510 1 05/20/96 00
0380484957 05 07/01/96 0
0366024221 O 06/01/11
0
1509456 E22/728 F 47,800.00 ZZ
180 47,800.00 1
1708 LEAGUE LINE ROAD 8.500 470.71 33
8.250 470.71 145,000.00
CONROE TX 77304 2 06/11/96 00
0410133037 05 08/01/96 0
410133037 O 07/01/11
0
1509596 375/728 F 109,000.00 ZZ
180 108,677.97 1
2225 APPLE WAY 7.750 1,025.99 59
7.500 1,025.99 185,500.00
BENSALEM TWP PA 19020 2 05/24/96 00
0380480203 05 07/01/96 0
960004601 O 06/01/11
0
1509709 201/728 F 216,500.00 ZZ
180 216,500.00 1
334 HARRISON STREET 9.125 2,212.02 88
COUNTY OF BERGEN 8.875 2,212.02 248,000.00
BOROUGH OF PARA NJ 07652 2 06/14/96 11
0380486457 05 08/01/96 25
1300897467 O 07/01/11
0
1
1509731 A13/728 F 380,000.00 ZZ
180 380,000.00 1
3850 MAPLE SHORES DRIVE 8.625 3,769.91 79
8.375 3,769.91 485,000.00
EXCELSIOR MN 55331 1 06/14/96 00
0380477951 05 08/01/96 0
960044734 O 07/01/11
0
1509753 450/728 F 124,500.00 ZZ
180 124,500.00 1
9770 HOLDER STREET 7.500 1,154.13 70
7.250 1,154.13 178,000.00
BUENA PARK CA 90203 2 06/06/96 00
0380477852 05 08/01/96 0
4187209 O 07/01/11
0
1509817 299/299 F 270,000.00 ZZ
180 269,228.33 1
200 IPSWICH PLACE 8.125 2,599.79 75
7.875 2,599.79 360,000.00
CHARLOTTESVILLE VA 22901 5 05/23/96 00
261444 05 07/01/96 0
261444 O 06/01/11
0
1509823 299/299 F 335,000.00 ZZ
180 328,700.67 1
4711 JOHN SCOTT DRIVE 7.250 3,058.10 67
7.000 3,058.10 500,000.00
LYNCHBURG VA 24503 2 12/12/95 00
275553 05 02/01/96 0
275553 O 01/01/11
0
1509829 299/299 F 129,700.00 ZZ
180 126,815.58 1
13904 BEECHWOOD POINT ROAD 7.125 1,174.87 63
6.875 1,174.87 207,000.00
MIDLOTHIAN VA 23112 2 11/03/95 00
631914 05 01/01/96 0
631914 O 12/01/10
0
1509841 766/728 F 85,800.00 ZZ
180 85,800.00 1
8910 SW 51 STREET 8.500 844.91 68
8.250 844.91 127,000.00
1
MIAMI FL 33165 2 06/21/96 00
0380479882 05 08/01/96 0
96SG0415 O 07/01/11
0
1509848 299/299 F 261,000.00 ZZ
180 257,136.44 1
19 TROUT LANE 7.875 2,475.45 90
7.625 2,475.45 290,000.00
MARYSVILLE PA 17053 4 01/26/96 10
638787 05 03/01/96 25
638787 O 02/01/11
0
1511294 299/299 F 265,600.00 ZZ
180 259,755.60 1
105 INVERNESS 7.250 2,424.57 80
7.000 2,424.57 332,000.00
WILLIAMSBURG VA 23188 4 11/22/95 00
280262 03 01/01/96 0
280262 O 12/01/10
0
1511305 E22/728 F 119,000.00 ZZ
180 119,000.00 1
1231 TADSWORTH TERRACE 8.625 1,180.58 71
8.375 1,180.58 169,000.00
HEATHROW FL 32746 1 06/21/96 00
0410190805 03 08/01/96 0
410190805 O 07/01/11
0
1511382 074/728 F 250,000.00 ZZ
180 248,300.26 1
14215 EBY 8.000 2,389.13 72
7.750 2,389.13 350,000.00
OVERLAND PARK KS 66221 5 04/05/96 00
0380478694 09 06/01/96 0
13153838 O 05/01/11
0
1511383 074/728 F 500,000.00 T
180 498,586.79 1
2094 A VERMONT RD 8.250 4,850.71 66
8.000 4,850.71 760,000.00
VAIL CO 81657 4 05/23/96 00
0380478702 05 07/01/96 0
13231766 O 06/01/11
0
1
1511384 074/728 F 260,000.00 ZZ
180 259,240.28 1
4704 WESTOVER COURT 7.875 2,465.97 69
7.625 2,465.97 381,000.00
SANTA ROSA CA 95405 5 05/07/96 00
0380478686 09 07/01/96 0
34305548 O 06/01/11
0
1511385 074/728 F 355,000.00 ZZ
180 353,985.41 1
8102 SILVER KING DRIVE 8.125 3,418.24 74
7.875 3,418.24 485,000.00
LAS VEGAS NV 89129 1 05/06/96 00
0380482712 03 07/01/96 0
34326723 O 06/01/11
0
1511412 E22/728 F 125,000.00 ZZ
180 125,000.00 1
20173 BROAD RUN DRIVE 8.250 1,212.68 71
8.000 1,212.68 178,000.00
STERLING VA 20165 5 06/19/96 00
0410188668 05 08/01/96 0
410188668 O 07/01/11
0
1511552 696/728 F 525,000.00 ZZ
180 525,000.00 1
825 RIVERGATE PLACE 7.875 4,979.36 77
7.625 4,979.36 688,000.00
ALEXANDRIA VA 22314 1 06/28/96 00
0380488016 09 08/01/96 0
2088038 O 07/01/11
0
1511620 E22/728 F 180,000.00 ZZ
180 179,518.93 1
31 HARMONY HILL ROAD 8.875 1,812.32 75
8.625 1,812.32 240,000.00
PAWLING NY 12564 5 05/28/96 00
0410121941 05 07/01/96 0
410121941 O 06/01/11
0
1511776 369/728 F 274,000.00 ZZ
180 272,339.79 1
1
11191 EAGLE WATCH 7.500 2,540.02 78
7.250 2,540.02 354,000.00
SMITHFIELD VA 23430 1 04/26/96 00
0380481003 05 06/01/96 0
48965438 O 05/01/11
0
1511987 976/728 F 393,750.00 ZZ
180 393,750.00 1
12654 MISTY PLACE 8.500 3,877.42 75
8.250 3,877.42 525,000.00
CERRITOS CA 90703 2 06/11/96 00
0380487919 05 08/01/96 0
886030 O 07/01/11
0
1511989 976/728 F 276,750.00 ZZ
180 275,941.33 1
17322 NORTH 77TH STREET 7.875 2,624.84 90
7.625 2,624.84 307,546.00
SCOTTSDALE AZ 85255 1 05/28/96 04
0380485426 03 07/01/96 25
395013 O 06/01/11
0
1512696 074/728 F 270,000.00 ZZ
180 268,309.75 1
OLD MILL ROAD 7.125 2,445.75 71
6.875 2,445.75 385,000.00
GHENT NY 12075 1 04/29/96 00
0380485202 05 06/01/96 0
1107008752 O 05/01/11
0
1512697 074/728 F 400,000.00 ZZ
180 397,576.35 1
2 MILFORD PLACE 7.500 3,708.05 58
7.250 3,708.05 696,000.00
DALLAS TX 75230 1 04/15/96 00
0380485210 03 06/01/96 0
1563112758 O 05/01/11
0
1512698 074/728 F 264,000.00 ZZ
180 262,583.64 1
2105 NW 156TH AVE 8.875 2,658.07 80
8.625 2,658.07 330,000.00
BEAVERTON OR 97006 5 04/25/96 00
0380485228 05 06/01/96 0
1
1565128770 O 05/01/11
0
1512699 074/728 F 325,000.00 ZZ
180 317,552.70 1
1324 SILVER POINT ROAD 8.375 3,176.64 60
8.125 3,176.64 550,000.00
CHAPIN SC 29036 5 10/23/95 00
0380485244 05 12/01/95 0
1577020658 O 11/01/10
0
1512702 074/728 F 175,000.00 ZZ
180 174,007.35 1
3302 S MAGNOLIA ST 8.250 1,697.75 75
8.000 1,697.75 235,000.00
DENVER CO 80224 1 04/24/96 00
0380485277 05 06/01/96 0
1579020014 O 05/01/11
0
TOTAL NUMBER OF LOANS : 438
TOTAL ORIGINAL BALANCE : 122,402,458.92
TOTAL PRINCIPAL BALANCE : 121,261,157.06
TOTAL ORIGINAL P+I : 1,164,268.52
TOTAL CURRENT P+I : 1,164,268.52
***************************
* END OF REPORT *
***************************
RUN ON : 07/24/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.34.13 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S17 CUTOFF : 07/01/96
POOL : 0004215
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST SPREAD RATE STRIP
---------------------------------------------------------------------------
1445290 .2500
504,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1471659 .2500
244,115.76 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1479874 .2500
385,972.63 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1481104 .2500
994,452.28 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1482364 .2500
205,607.34 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1483459 .2500
256,829.50 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1
1484026 .2500
415,834.44 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1484093 .2500
248,035.31 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
7.2500 .0000
1485918 .2500
84,538.83 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1485948 .2500
346,809.02 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1486241 .2500
314,172.14 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1486295 .2500
52,026.52 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1486326 .2500
337,487.45 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1486355 .2500
235,311.05 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1
1486393 .2500
289,308.73 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1486799 .2500
511,612.02 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1488532 .2500
346,898.93 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1488847 .2500
117,315.72 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1489198 .2500
293,150.38 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1489823 .2500
349,021.72 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1489846 .2500
126,263.49 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1489988 .2500
196,974.66 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1
1490204 .2500
417,370.72 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1490293 .2500
117,812.82 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1490322 .2500
110,860.50 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1490707 .2500
109,101.53 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1491119 .2500
261,259.48 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1491353 .2500
740,754.98 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1491518 .2500
109,308.55 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1491520 .2500
32,193.15 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1
1491609 .2500
99,058.19 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1491670 .2500
378,166.01 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1491813 .2500
637,381.93 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1493442 .2500
288,355.04 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1493607 .2500
299,192.79 .0800
8.8000 .0000
8.5500 .0000
8.4700 1.2200
7.2500 .0000
1493666 .2500
250,586.34 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1493796 .2500
133,065.44 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1493870 .2500
159,051.51 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1
1493905 .2500
338,071.43 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1493915 .2500
377,747.39 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1493990 .2500
99,714.19 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1494100 .2500
482,097.23 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1494268 .2500
179,508.01 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1494301 .2500
298,488.83 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1494594 .2500
601,653.98 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1494597 .2500
349,043.34 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1
1494617 .2500
646,230.66 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1495015 .2500
521,955.55 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1495068 .2500
267,092.29 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.4700
7.2500 .0000
1495114 .2500
314,902.49 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1495267 .2500
344,556.22 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1495296 .2500
291,356.36 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1495331 .2500
104,656.65 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1495494 .2500
200,388.25 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1
1495616 .2500
290,306.69 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1496730 .2500
331,758.39 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1496840 .2500
224,233.06 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1496961 .2500
104,417.48 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1497044 .2500
612,829.99 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1497207 .2500
379,336.03 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1497290 .2500
289,224.94 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.3450
7.2500 .0000
1497304 .2500
129,212.31 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1
1497507 .2500
550,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1497552 .2500
163,514.10 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1497738 .2500
248,172.00 .0300
6.8000 .0000
6.5500 .0000
6.5200 .0000
6.5200 .0000
1497739 .2500
357,875.28 .0300
7.8000 .0000
7.5500 .0000
7.5200 .2700
7.2500 .0000
1497929 .2500
205,899.03 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1497982 .2500
69,810.81 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1498109 .2500
94,461.13 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1498110 .2500
278,358.31 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1
1498121 .2500
260,960.40 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1498230 .2500
220,944.70 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1498247 .2500
274,399.48 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1498313 .2500
249,301.22 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1498351 .2500
348,014.72 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1498395 .2500
96,965.09 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1498396 .2500
149,167.84 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1498397 .2500
342,999.35 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1
1498398 .2500
99,423.92 .0300
8.0750 .0000
7.8250 .0000
7.7950 .5450
7.2500 .0000
1498405 .2500
188,907.87 .0300
8.1000 .0000
7.8500 .0000
7.8200 .5700
7.2500 .0000
1498417 .2500
42,731.38 .0300
7.1500 .0000
6.9000 .0000
6.8700 .0000
6.8700 .0000
1498418 .2500
178,956.17 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1498421 .2500
120,779.74 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1498422 .2500
117,616.99 .0300
8.0500 .0000
7.8000 .0000
7.7700 .5200
7.2500 .0000
1498423 .2500
46,148.25 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1498428 .2500
97,426.66 .0300
7.9000 .0000
7.6500 .0000
7.6200 .3700
7.2500 .0000
1
1498429 .2500
62,650.49 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1498460 .2500
302,850.56 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1498467 .2500
248,485.20 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1498597 .2500
49,725.69 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1498624 .2500
348,014.70 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1498659 .2500
521,058.51 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1498716 .2500
313,970.17 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1498747 .2500
286,254.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1
1498754 .2500
428,445.06 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1498812 .2500
437,026.21 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1498836 .2500
223,695.23 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1498853 .2500
313,232.93 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1498865 .2500
245,689.39 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1498866 .2500
483,519.91 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1498867 .2500
233,503.98 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1498868 .2500
545,676.10 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1
1498869 .2500
689,840.67 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1498870 .2500
305,938.80 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1498871 .2500
276,428.55 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1498872 .2500
267,457.12 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499194 .2500
67,625.63 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1499196 .2500
116,497.37 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.4200 .0000
1499201 .2500
671,327.37 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1499202 .2500
61,084.12 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1
1499204 .2500
112,999.10 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499207 .2500
78,946.87 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1499208 .2500
111,041.82 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1499210 .2500
90,343.28 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1499212 .2500
51,686.21 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.4200 .0000
1499214 .2500
49,047.41 .0800
6.5000 .0000
6.2500 .0000
6.1700 .0000
6.1700 .0000
1499219 .2500
89,033.03 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1499221 .2500
629,951.25 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1
1499222 .2500
64,172.86 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1499223 .2500
430,919.24 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1499224 .2500
170,409.01 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1499226 .2500
293,578.28 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1499227 .2500
510,149.66 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499228 .2500
214,378.45 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1499229 .2500
223,514.28 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1499230 .2500
99,891.06 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1
1499231 .2500
382,589.84 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499232 .2500
248,518.01 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1499233 .2500
267,324.98 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1499234 .2500
569,165.62 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1499235 .2500
158,976.47 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1499236 .2500
149,899.54 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1499237 .2500
580,422.68 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1499238 .2500
44,755.87 .0800
8.7500 .0000
8.5000 .0000
8.4200 1.1700
7.2500 .0000
1
1499239 .2500
181,829.35 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1499240 .2500
243,466.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499241 .2500
148,859.79 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499242 .2500
233,528.69 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499243 .2500
268,309.77 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1499244 .2500
100,898.32 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1499245 .2500
390,304.14 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1499246 .2500
134,154.88 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1
1499248 .2500
124,329.37 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
7.2500 .0000
1499249 .2500
95,342.18 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1499250 .2500
45,636.75 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1499251 .2500
84,462.10 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1499252 .2500
99,118.75 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1499254 .2500
18,878.46 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1499255 .2500
273,369.81 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1499256 .2500
63,572.63 .0800
6.3750 .0000
6.1250 .0000
6.0450 .0000
6.0450 .0000
1
1499257 .2500
62,052.23 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2950 .0000
1499258 .2500
160,084.14 .0800
6.5000 .0000
6.2500 .0000
6.1700 .0000
6.1700 .0000
1499259 .2500
99,332.23 .0800
6.3750 .0000
6.1250 .0000
6.0450 .0000
6.0450 .0000
1499260 .2500
64,614.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1499285 .2500
357,842.43 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1499291 .2500
347,947.88 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1499307 .2500
283,137.19 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1499318 .2500
401,134.20 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1
1499355 .2500
97,350.79 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1499359 .2500
102,712.10 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1499400 .2500
246,561.85 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1499479 .2500
119,686.44 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.5950
7.2500 .0000
1499482 .2500
274,500.00 .0300
8.5000 .0000
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8.5950 1.3450
7.2500 .0000
1504677 .2500
71,497.34 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1504678 .2500
306,170.23 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1504694 .2500
100,215.94 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1
1504695 .2500
26,423.75 .0300
8.0500 .0000
7.8000 .0000
7.7700 .5200
7.2500 .0000
1504736 .2500
598,207.72 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1504739 .2500
540,966.68 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1504842 .2500
205,660.54 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1504854 .2500
299,152.07 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1504913 .2500
198,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1504960 .2500
136,690.46 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1504961 .2500
93,496.60 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1
1505026 .2500
272,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1505060 .2500
335,060.85 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1505324 .2500
89,678.83 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1505329 .2500
650,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1505369 .2500
243,325.57 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1505485 .2500
288,146.17 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1505490 .2500
298,279.39 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1505493 .2500
290,230.75 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1
1505494 .2500
459,769.65 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1505495 .2500
249,388.83 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1505496 .2500
398,831.20 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1505497 .2500
379,161.73 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1505499 .2500
299,123.40 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1505517 .2500
299,161.47 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1505521 .2500
231,351.54 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1505523 .2500
407,171.91 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1
1505616 .2500
308,107.03 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1505623 .2500
550,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1505634 .2500
248,902.34 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1505636 .2500
250,539.86 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1505648 .2500
290,400.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1505767 .2500
301,960.19 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1505768 .2500
237,319.80 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1505829 .2500
594,200.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1
1505969 .2500
299,142.60 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1506045 .2500
67,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1506132 .2500
222,299.59 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1506328 .2500
107,600.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1506409 .2500
215,282.96 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1506412 .2500
397,248.68 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1506445 .2500
498,489.94 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1506644 .2500
120,611.10 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1
1506747 .2500
311,616.75 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1506772 .2500
350,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1506870 .2500
502,575.49 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1507001 .2500
193,859.24 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1507030 .2500
272,500.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1507042 .2500
227,314.62 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1507049 .2500
102,576.68 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1507175 .2500
321,578.29 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1
1508404 .2500
94,500.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1508546 .2500
388,897.70 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1508555 .2500
497,003.37 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1508558 .2500
341,960.79 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1508564 .2500
422,535.42 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1508565 .2500
220,655.22 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1508566 .2500
655,101.37 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1508567 .2500
410,873.88 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1
1508568 .2500
239,321.66 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1508571 .2500
296,427.74 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1508572 .2500
397,628.81 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1508575 .2500
223,623.42 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1508577 .2500
304,662.01 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1508579 .2500
911,612.23 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1508584 .2500
298,202.03 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1508585 .2500
67,406.81 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1
1508586 .2500
425,518.02 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1508587 .2500
78,539.33 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1508588 .2500
232,304.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1508589 .2500
891,794.60 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1508940 .2500
252,572.11 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1508941 .2500
240,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1508949 .2500
73,468.68 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1508958 .2500
500,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1
1509148 .2500
329,850.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1509152 .2500
230,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1509176 .2500
223,380.85 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1509182 .2500
251,287.74 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1509320 .2500
174,494.27 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1509456 .2500
47,800.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1509596 .2500
108,677.97 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1509709 .2500
216,500.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.5950
7.2500 .0000
1
1509731 .2500
380,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1509753 .2500
124,500.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1509817 .2500
269,228.33 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1509823 .2500
328,700.67 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1509829 .2500
126,815.58 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1509841 .2500
85,800.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1509848 .2500
257,136.44 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1511294 .2500
259,755.60 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1
1511305 .2500
119,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1511382 .2500
248,300.26 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1511383 .2500
498,586.79 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1511384 .2500
259,240.28 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1511385 .2500
353,985.41 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1511412 .2500
125,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1511552 .2500
525,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1511620 .2500
179,518.93 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.3450
7.2500 .0000
1
1511776 .2500
272,339.79 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1511987 .2500
393,750.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1511989 .2500
275,941.33 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1512696 .2500
268,309.75 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1512697 .2500
397,576.35 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1512698 .2500
262,583.64 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.3450
7.2500 .0000
1512699 .2500
317,552.70 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1
1512702 .2500
174,007.35 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
TOTAL NUMBER OF LOANS: 438
TOTAL BALANCE........: 121,261,157.06
RUN ON : 07/24/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.34.13 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S17 FIXED SUMMARY REPORT CUTOFF : 07/01/96
POOL : 0004215
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.8498 6.3750 9.1250
RFC NET RATE 7.6002 6.1250 8.8750
NET MTG RATE(INVSTR RATE) 7.5547 6.0450 8.8450
POST SPREAD RATE 7.1411 6.0450 7.2500
SUB SERV FEE .2495 .1250 .2500
MSTR SERV FEE .0455 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .4136 .0000 1.5950
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 438
TOTAL BALANCE........: 121,261,157.06
***************************
* 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-S17, Class R (the "Owner")), a [savings
institution] [corporation] duly organized and existing under the
laws of [the State of __________________] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) will endeavor to remain other
than a disqualified organization for so long as it retains its
ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit
and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means
the United States, any state or political subdivision thereof, any
agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such
governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax
unless such organization is subject to the tax on unrelated
business taxable income).
3. That the Owner is aware (i) of the tax that would
be imposed on transfers of Class R Certificates to disqualified
organizations under the Code, that applies to all transfers of
Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit
that the transferee is not a disqualified organization and, at the
time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class R Certificates may
be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable
for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to
impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time
during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
[5. The Purchaser is not an employee benefit plan or
other plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code"), or an investment manager, named fiduciary
or a trustee of any such plan, or any other Person acting,
directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any such plan.]
6. That the Owner is aware that the Trustee will not
register the transfer of any Class R Certificates unless the
transferee, or the transferee's agent, delivers to it an affidavit
and agreement, among other things, in substantially the same form
as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set
forth on the face of the Class R Certificates and the provisions
of Section 5.02(f) of the Pooling and Servicing Agreement under
which the Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
8. That the Owner consents to any additional
restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to ensure
that the Class R Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is
______________.
10. This affidavit and agreement relates only to the
Class R Certificates held by the Owner and not to any other holder
of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the
transfer of any of the Class R Certificates by the Owner is or
will be to impede the assessment or collection of any tax.
12. That the Owner has no present knowledge or
expectation that it will be unable to pay any United States taxes
owed by it so long as any of the Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the benefit
of the person from whom it acquired the Class R Certificate that
the Owner intends to pay taxes associated with holding such Class
R Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the
Class R Certificate.
13. That the Owner has no present knowledge or
expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class R
Certificates remain outstanding.
14. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of
its connection with the conduct of a trade or business within the
United States.
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to the authority
of its Board of Directors, by its [Title of Officer] and its
corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed
the foregoing instrument and to be the [Title of Officer] of the
Owner, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____
day of _______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
Re: Mortgage Pass-Through Certificates,
Series 1996-S17, 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-S17, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of July 1, 1996 among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and The First National Bank of
Chicago, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and
the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a transfer
affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition of
the Purchaser as contemplated by Treasury Regulations Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the
Seller has determined that the Purchaser has historically paid its
debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the
transfer of a Class R Certificate may not be respected for United
States income tax purposes (and the Seller may continue to be
liable for United States income taxes associated therewith) unless
the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
RE: Mortgage Pass-Through Certificates,
Series 1996-S17, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller")
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1996-S17, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
July 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and The First National Bank of Chicago, as
trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and the Trustee
that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered
or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b)
the Company is not required to so register or qualify
the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or
if an exemption from such registration and
qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding
the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the
Certificates for its own account for investment only
and not with a view to or for sale in connection with
any distribution thereof in any manner that would
violate the Act or any applicable state securities
laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters related
to securities similar to the Certificates, such that
it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with,
and has had an opportunity to review (a) [a copy of
the Private Placement Memorandum, dated
___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and
the Company as has been requested by the Purchaser
from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from such
review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did
not purchase the Certificates from the Seller in
connection with the initial distribution of the
Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it
by the Seller, that the Memorandum was prepared by the
Company solely for use in connection with the Original
Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b)
any information, development or event arising after
the date of the Memorandum.]
5. The Purchaser has not and will not nor
has it authorized or will it authorize any person to
(a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any
Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or
to accept a pledge, disposition of other transfer of
any Certificate, any interest in any Certificate or
any other similar security from any person in any
manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any
Certificate or any other similar security with any
person in any manner, (d) make any general
solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will
not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.
[6. The Purchaser
(a) is not an employee benefit or other
plan subject to the prohibited transaction provisions
of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code")
(a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of
any Plan; or
(b) is an insurance company, the source
of funds to be used by it to purchase the Certificates
is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE
95-60.]
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
Re: Mortgage Pass-Through Certificates,
Series 1996-S17, 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-S17, Class (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of July 1, 1996 among
Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred
any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited
any offer to buy or to accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or
any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) has made any general
solicitation by means of general advertising or in any other
manner, or (e) has taken any other action, that (as to any of (a)
through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the "Act"), that
would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the foregoing
sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the
"Seller"), intends to transfer the Rule 144A Securities described
above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance
with the agreements pursuant to which the Rule 144A Securities
were issued, the Seller hereby certifies the following facts:
Neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect
to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration
pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other than the Buyer or another
"qualified institutional buyer" as defined in Rule 144A under the
1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee and the Master Servicer
(as defined in the Pooling and Servicing Agreement (the
"Agreement"), dated as of July 1, 1996 among Residential Funding
Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the
Agreement and The First National Bank of Chicago, as trustee, as
follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or
the securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to
the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render
the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to
the Rule 144A Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the 1933
Act and has completed either of the forms of certification
to that effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only
(i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan
subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other
person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets"
of any Plan; or
b. is an insurance company, the source of funds
to be used by it to purchase the Certificates is an
"insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance
upon the availability of the exemptive relief afforded under
Section III of PTCE 95-60.]
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to
be an original; such counterparts, together, shall constitute one
and the same document.
IN WITNESS WHEREOF, each of the parties has executed
this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer
is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933 ("Rule 144A") because
(i) the Buyer owned and/or invested on a discretionary basis
$______________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.
___ Corporation, etc. The Buyer is a corporation (other than
a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution, which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Buyer, (ii)
securities that are part of an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer and
did not include any of the securities referred to in the preceding
paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of
such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule
144A and understands that the seller to it and other parties
related to the Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question is "no", the
Buyer agrees that, in connection with any purchase of securities
sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a
current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in
connection with the Rule 144A Investment Representation to which
this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of the
Buyer or, if the Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is
a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the
Buyer alone, or the Buyer's Family of Investment Companies, owned
at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as
used herein means two or more registered investment companies (or
series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the
Buyer or are part of the Buyer's Family of Investment Companies,
(ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this certification
is made are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase
for the Buyer's own account.
6. The undersigned will notify each of the parties
to which this certification is made of any changes in the
information and conclusions herein. Until such notice, the
Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject to subsection (c) below, prior to
the later of the third Business Day prior to each Distribution
Date or the related Determination Date, the Master Servicer shall
determine whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which
will not be Advances or Subservicer Advances that were made with
respect to delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an
amount equal to the amount of any Advances or Subservicer Advances
reimbursed pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in the
same manner as if such amount were to be distributed pursuant to
Section 4.02(a).
(b) Subject to subsection (c) below, prior to the
later of the third Business Day prior to each Distribution Date or
the related Determination Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to Section 4.05,
and, if so, the Master Servicer shall demand payment from
Residential Funding of the amount of such Realized Loss and shall
distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to
Section 4.02(a); provided, however, that the amount of such demand
in respect of any Distribution Date shall in no event be greater
than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized
Loss or Losses not occurred plus (ii) the amount of the reduction
in the Certificate Principal Balances of the Class B Certificates
on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be deemed
to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses allocated to the
Class B Certificates will not be covered by the Subordinate
Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section
shall be made prior to the later of the third Business Day prior
to each Distribution Date or the related Determination Date by the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections
(a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection (d)
and (Y) the then outstanding Certificate Principal Balances of the
Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as
described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any failure of Residential Funding to
make any payments hereunder and shall demand payment pursuant to
the limited guaranty (the "Limited Guaranty"), executed by General
Motors Acceptance Corporation, of Residential Funding's obligation
to make payments pursuant to this Section, in an amount equal to
the lesser of (i) the Amount Available and (ii) such required
payments, by delivering to General Motors Acceptance Corporation a
written demand for payment by wire transfer, not later than the
second Business Day prior to the Distribution Date for such month,
with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant
to this Section or amounts paid under the Limited Guaranty shall
be deposited directly in the Certificate Account, for distribution
on the Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for either or both of the Limited
Guaranty or the Subordinate Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond, insurance policy or similar
instrument or a reserve fund; provided that (i) the Company
obtains (subject to the provisions of Section 10.01(f) as if the
Company was substituted for the Master Servicer solely for the
purposes of such provision) an Opinion of Counsel (which need not
be an opinion of Independent counsel) to the effect that obtaining
such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve
fund will not cause either (a) any federal tax to be imposed on
the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860(F)(a)(1) of
the Code or on "contributions after the startup date" under
Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is
outstanding, and (ii) no such substitution shall be made unless
(A) the substitute Limited Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then
current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that no portion
of the fees, reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited Guaranty
or Subordinate Certificate Loss Obligation (if not supported by
the Limited Guaranty) shall be rated at least the lesser of (a)
the rating of the long term debt obligations of General Motors
Acceptance Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation from
each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b)
the original rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the
substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a
legal, valid and binding obligation of the substitute guarantor or
obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the
Limited Guaranty or Subordinate Certificate Loss Obligation under
any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the
provisions of this Article XII may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss
Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental
to the matters described in this Article XII may be amended in any
manner; in each case by written instrument executed or consented
to by the Company and Residential Funding but without the consent
of any Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as
applicable; provided that the Company shall also obtain a letter
from each nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company to the
effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B Certificates by such rating agency, unless
(A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in
accordance with Section 11.01(e) and, provided further that the
Company obtains (subject to the provisions of Section 10.01(f) as
if the Company was substituted for the Master Servicer solely for
the purposes of such provision), in the case of a material
amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate
Loss Obligation), an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such
amendment or supersession will not cause either (a) any federal
tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code or (b) the Trust Fund
to fail to qualify as a REMIC at any time that any Certificate is
outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of
Counsel that such amendment complies with this Section 12.02.
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S17
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
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 July 1, 1996 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the
"Company"), Residential Funding and The First National Bank of
Chicago (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1996-S17 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding agrees to make payments to the
Holders of the Class B Certificates with respect to certain losses
on the Mortgage Loans as described in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances
with respect to the ability of Residential Funding to secure
sufficient funds and faithfully to perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding,
or to cause to be made available to Residential Funding), either
directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential
Funding to perform its Subordinate Certificate Loss Obligation
when and as the same arises from time to time upon the demand of
the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause
(a) shall be absolute, irrevocable and unconditional and shall not
be affected by the transfer by GMAC or any other person of all or
any part of its or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right
of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's obligations
under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section
12.01(f) of the Servicing Agreement, or (y) the termination of the
Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay
on the part of Residential Funding, the Trustee or any other
person in asserting or enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise of
any such rights shall not preclude any other or further exercise
of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and
any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on the
part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as the Servicing Agreement is not modified or amended in any way
that might affect the obligations of GMAC under this Limited
Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly
provided herein, the guarantee herein set forth shall be binding
upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands
that a copy of this Limited Guaranty shall be delivered to the
Trustee in connection with the execution of Amendment No. 1 to the
Servicing Agreement and GMAC hereby authorizes the Company and the
Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective officers
thereunto duly authorized as of the day and year first above
written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________,
19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S17
Re: Mortgage Pass-Through Certificates, Series
1996-S17 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 July 1, 1996 among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and the Trustee. All terms used
herein and not otherwise defined shall have the meanings set forth
in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the
Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment
will be modified to have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior to
such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
1996-S17
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1499256 63,572.63 6.045 16.6206896552% 10,566.21
1499259 99,332.23 6.045 16.6206896552% 16,509.70
1499214 49,047.41 6.170 14.8965517241% 7,306.37
1499258 160,084.14 6.170 14.8965517241% 23,847.02
1502385 245,522.24 6.220 14.2068965517% 34,881.09
1499257 62,052.23 6.295 13.1724137931% 8,173.78
1499307 283,137.19 6.345 12.4827586207% 35,343.33
1502379 229,893.98 6.345 12.4827586207% 28,697.11
1502394 257,058.76 6.345 12.4827586207% 32,088.02
1499196 116,497.37 6.420 11.4482758621% 13,336.94
1499212 51,686.21 6.420 11.4482758621% 5,917.18
1502375 257,471.01 6.470 10.7586206897% 27,700.33
1502376 103,228.59 6.470 10.7586206897% 11,105.97
1502382 760,529.81 6.470 10.7586206897% 81,822.52
1497738 248,172.00 6.520 10.0689655172% 24,988.35
1491813 637,381.93 6.545 9.7241379310% 61,979.90
1499208 111,041.82 6.545 9.7241379310% 10,797.86
1499210 90,343.28 6.545 9.7241379310% 8,785.11
1499228 214,378.45 6.545 9.7241379310% 20,846.46
1499235 158,976.47 6.545 9.7241379310% 15,459.09
1499239 181,829.35 6.545 9.7241379310% 17,681.34
1499245 390,304.14 6.545 9.7241379310% 37,953.71
1499254 18,878.46 6.545 9.7241379310% 1,835.77
1486799 511,612.02 6.595 9.0344827586% 46,221.50
1494594 601,653.98 6.595 9.0344827586% 54,356.33
1502400 259,429.33 6.595 9.0344827586% 23,438.10
1498460 302,850.56 6.670 8.0000000000% 24,228.04
1499202 61,084.12 6.670 8.0000000000% 4,886.73
1499249 95,342.18 6.670 8.0000000000% 7,627.37
1499251 84,462.10 6.670 8.0000000000% 6,756.97
1499252 99,118.75 6.670 8.0000000000% 7,929.50
1499855 370,225.99 6.670 8.0000000000% 29,618.08
1500890 305,035.88 6.670 8.0000000000% 24,402.87
1502846 253,562.83 6.670 8.0000000000% 20,285.03
1502971 312,907.22 6.670 8.0000000000% 25,032.58
1502973 602,508.89 6.670 8.0000000000% 48,200.71
1500355 496,835.85 6.720 7.3103448276% 36,320.41
1502367 295,212.07 6.720 7.3103448276% 21,581.02
1502371 296,180.79 6.720 7.3103448276% 21,651.84
1502374 315,926.16 6.720 7.3103448276% 23,095.29
1502377 493,634.68 6.720 7.3103448276% 36,086.40
1502388 503,163.74 6.720 7.3103448276% 36,783.00
1491609 99,058.19 6.795 6.2758620690% 6,216.76
1498872 267,457.12 6.795 6.2758620690% 16,785.24
1499204 112,999.10 6.795 6.2758620690% 7,091.67
1499227 510,149.66 6.795 6.2758620690% 32,016.29
1499231 382,589.84 6.795 6.2758620690% 24,010.81
1499240 243,466.26 6.795 6.2758620690% 15,279.61
1499241 148,859.79 6.795 6.2758620690% 9,342.24
1499242 233,528.69 6.795 6.2758620690% 14,655.94
1499243 268,309.77 6.795 6.2758620690% 16,838.75
1499246 134,154.88 6.795 6.2758620690% 8,419.38
1500906 263,494.76 6.795 6.2758620690% 16,536.57
1500917 265,475.93 6.795 6.2758620690% 16,660.90
1509829 126,815.58 6.795 6.2758620690% 7,958.77
1490204 417,370.72 6.845 5.5862068966% 23,315.19
1501700 246,851.27 6.845 5.5862068966% 13,789.62
1502373 197,455.84 6.845 5.5862068966% 11,030.29
1502383 594,349.11 6.845 5.5862068966% 33,201.57
1502384 272,410.00 6.845 5.5862068966% 15,217.39
1506132 222,299.59 6.845 5.5862068966% 12,418.12
1512696 268,309.75 6.845 5.5862068966% 14,988.34
1498417 42,731.38 6.870 5.2413793103% 2,239.71
1498865 245,689.39 6.920 4.5517241379% 11,183.10
1498867 233,503.98 6.920 4.5517241379% 10,628.46
1499194 67,625.63 6.920 4.5517241379% 3,078.13
1499201 671,327.37 6.920 4.5517241379% 30,556.97
1499229 223,514.28 6.920 4.5517241379% 10,173.75
1499233 267,324.98 6.920 4.5517241379% 12,167.90
1500247 696,215.54 6.920 4.5517241379% 31,689.81
1500258 177,757.18 6.920 4.5517241379% 8,091.02
1500919 309,040.91 6.920 4.5517241379% 14,066.69
1501894 225,097.39 6.920 4.5517241379% 10,245.81
1505495 249,388.83 6.920 4.5517241379% 11,351.49
1505767 301,960.19 6.920 4.5517241379% 13,744.39
1509823 328,700.67 6.920 4.5517241379% 14,961.55
1511294 259,755.60 6.920 4.5517241379% 11,823.36
1498716 313,970.17 6.970 3.8620689655% 12,125.74
1501832 68,687.30 6.970 3.8620689655% 2,652.75
1502368 173,807.00 6.970 3.8620689655% 6,712.55
1502370 225,292.47 6.970 3.8620689655% 8,700.95
1502372 385,140.51 6.970 3.8620689655% 14,874.39
1502397 248,849.37 6.970 3.8620689655% 9,610.73
1502485 216,959.59 6.970 3.8620689655% 8,379.13
1502786 470,574.44 6.970 3.8620689655% 18,173.91
1498230 220,944.70 7.045 2.8275862069% 6,247.40
1498866 483,519.91 7.045 2.8275862069% 13,671.94
1498871 276,428.55 7.045 2.8275862069% 7,816.26
1499207 78,946.87 7.045 2.8275862069% 2,232.29
1499237 580,422.68 7.045 2.8275862069% 16,411.95
1501262 299,083.98 7.045 2.8275862069% 8,456.86
1501787 414,609.70 7.045 2.8275862069% 11,723.45
1502860 242,244.26 7.045 2.8275862069% 6,849.67
1486355 235,311.05 7.095 2.1379310345% 5,030.79
1486393 289,308.73 7.095 2.1379310345% 6,185.22
1491353 740,754.98 7.095 2.1379310345% 15,836.83
1502390 73,916.27 7.095 2.1379310345% 1,580.28
1502401 223,621.74 7.095 2.1379310345% 4,780.88
1504130 79,211.79 7.095 2.1379310345% 1,693.49
1507001 193,859.24 7.095 2.1379310345% 4,144.58
1485948 346,809.02 7.170 1.1034482759% 3,826.86
1491670 378,166.01 7.170 1.1034482759% 4,172.87
1498747 286,254.96 7.170 1.1034482759% 3,158.68
1499230 99,891.06 7.170 1.1034482759% 1,102.25
1499234 569,165.62 7.170 1.1034482759% 6,280.45
1500895 328,677.33 7.170 1.1034482759% 3,626.78
1501734 375,366.20 7.170 1.1034482759% 4,141.97
1502856 345,818.10 7.170 1.1034482759% 3,815.92
1502863 531,857.77 7.170 1.1034482759% 5,868.78
1505493 290,230.75 7.170 1.1034482759% 3,202.55
1505494 459,769.65 7.170 1.1034482759% 5,073.32
1505829 594,200.00 7.170 1.1034482759% 6,556.69
1506445 498,489.94 7.170 1.1034482759% 5,500.58
1482364 205,607.34 7.220 0.4137931034% 850.79
1483459 256,829.50 7.220 0.4137931034% 1,062.74
1495494 200,388.25 7.220 0.4137931034% 829.19
1496840 224,233.06 7.220 0.4137931034% 927.86
1497304 129,212.31 7.220 0.4137931034% 534.67
1498467 248,485.20 7.220 0.4137931034% 1,028.21
1501937 223,323.49 7.220 0.4137931034% 924.10
1502380 391,250.10 7.220 0.4137931034% 1,618.97
1502773 288,242.85 7.220 0.4137931034% 1,192.73
1505623 550,000.00 7.220 0.4137931034% 2,275.86
1506644 120,611.10 7.220 0.4137931034% 499.08
1508579 911,612.23 7.220 0.4137931034% 3,772.19
1508589 891,794.60 7.220 0.4137931034% 3,690.18
1509753 124,500.00 7.220 0.4137931034% 515.17
1511776 272,339.79 7.220 0.4137931034% 1,126.92
1512697 397,576.35 7.220 0.4137931034% 1,645.14
$37,702,373.89 4.8289108870% $1,820,614.04
EXHIBIT Q
PLANNED PRICIPAL BALANCES
(See Attached)
For information on the Planned Principal Balances,
see Prospectus dated July 23, 1996 to the Prospectus
dated June 21, 1996 for Residential Funding Mortgage
Securities I, Inc., Pass-Through Certificates Series
1996-S17. See pages S-28 through S-30.
