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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: September 27, 1996
(Date of earliest event reported)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-4846 75-2006294
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
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8400 Normandale Lake Blvd., Suite 600, Minneapolis, Minnesota 55437
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:(612) 832-7000
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Items 1 through 4, Item 6 and Item 8 are not included because they are not
applicable.
Item 5. Other Events.
On September 27, 1996, the Registrant caused the issuance and sale of
Mortgage Pass-Through Certificates, Series 1996-S19 (the "Certificates")
pursuant to a Pooling and Servicing Agreement dated as of September 1, 1996,
among the Registrant, Residential Funding Corporation, as Master Servicer,
and Bankers Trust Company, as Trustee.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits (executed copies) - The following Exhibits to the
Form S-3 Registration Statement of the Registrant were
previously filed:
Exhibit
Number Description
7(c) Pooling and Servicing Agreement,
dated as of September 1, 1996 among
Residential Funding Mortgage
Securities I, Inc., as company,
Residential Funding Corporation, as
master servicer, and Bankers Trust
Company, as trustee.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Diane S. Wold
-------------------------
Name: Diane S. Wold
Title: Vice President
Dated: September 27, 1996
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EXHIBIT INDEX
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Item 601 (a) of
Exhibit Regulation S-K
Number Exhibit No. Description Format
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<S> <C> <C> <C>
7(c) 19 Pooling and E
Servicing Agreement
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EXECUTION COPY
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RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S19
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
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Section 1.01. Definitions................................................... 3
Accrued Certificate Interest........................................ 3
Adjusted Mortgage Rate.............................................. 4
Advance............................................................. 4
Affiliate........................................................... 4
Agreement........................................................... 4
Amount Held for Future Distribution................................. 4
Appraised Value..................................................... 4
Assignment.......................................................... 4
Assignment Agreement................................................ 5
Assignment of Proprietary Lease..................................... 5
Available Distribution Amount....................................... 5
Bankruptcy Amount................................................... 5
Bankruptcy Code..................................................... 5
Bankruptcy Loss..................................................... 6
Book-Entry Certificate.............................................. 6
Business Day........................................................ 6
Buydown Funds....................................................... 6
Buydown Mortgage Loan............................................... 6
Cash Liquidation.................................................... 6
Certificate......................................................... 6
Certificate Account................................................. 6
Certificate Account Deposit Date.................................... 7
Certificateholder or Holder......................................... 7
Certificate Owner................................................... 7
Certificate Principal Balance....................................... 7
Certificate Register and Certificate
Registrar........................................................... 8
Class............................................................... 8
Class A Certificate................................................. 8
Class A-4 Collection Shortfall...................................... 9
Class A-4 Principal Distribution Amount............................. 9
Class B Certificate................................................. 9
Class B Percentage.................................................. 9
Class B-1 Percentage................................................ 9
Class B-1 Prepayment Distribution Trigger........................... 9
Class B-2 Percentage................................................ 9
Class B-2 Prepayment Distribution Trigger........................... 9
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Class B-3 Percentage................................................ 10
Class B-3 Prepayment Distribution Trigger........................... 10
Class M Certificate................................................. 10
Class M Percentage.................................................. 10
Class M-1 Percentage................................................ 10
Class M-2 Percentage................................................ 10
Class M-2 Prepayment Distribution Trigger........................... 10
Class M-3 Percentage................................................ 11
Class M-3 Prepayment Distribution Trigger........................... 11
Class R Certificate................................................. 11
Closing Date........................................................ 11
Code................................................................ 11
Compensating Interest............................................... 11
Cooperative......................................................... 11
Cooperative Apartment............................................... 12
Cooperative Lease................................................... 12
Cooperative Loans................................................... 12
Cooperative Stock................................................... 12
Cooperative Stock Certificate....................................... 12
Corporate Trust Office.............................................. 12
Credit Support Depletion Date....................................... 12
Curtailment......................................................... 12
Custodial Account................................................... 12
Custodial Agreement................................................. 13
Custodian........................................................... 13
Cut-off Date........................................................ 13
Cut-off Date Principal Balance...................................... 13
Debt Service Reduction.............................................. 13
Deficient Valuation................................................. 13
Definitive Certificate.............................................. 13
Deleted Mortgage Loan............................................... 13
Depository.......................................................... 13
Depository Participant.............................................. 13
Destroyed Mortgage Note............................................. 14
Determination Date.................................................. 14
Discount Fraction................................................... 14
Discount Mortgage Loan.............................................. 14
Disqualified Organization........................................... 14
Distribution Date................................................... 14
Due Date............................................................ 15
Due Period.......................................................... 15
Eligible Account.................................................... 15
Eligible Funds...................................................... 15
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Event of Default.................................................... 16
Excess Bankruptcy Loss.............................................. 16
Excess Fraud Loss................................................... 16
Excess Special Hazard Loss.......................................... 16
Excess Spread....................................................... 16
Excess Subordinate Principal Amount................................. 16
Extraordinary Events................................................ 16
Extraordinary Losses................................................ 17
FDIC................................................................ 17
FHLMC............................................................... 17
Final Distribution Date............................................. 17
Fitch............................................................... 17
FNMA................................................................ 17
Foreclosure Profits................................................. 18
Fraud Loss Amount................................................... 18
Fraud Losses........................................................ 18
Independent......................................................... 18
Initial Certificate Principal Balance............................... 19
Initial Monthly Payment Fund........................................ 19
Insurance Proceeds.................................................. 19
Insurer............................................................. 19
Late Collections.................................................... 19
Liquidation Proceeds................................................ 19
Loan-to-Value Ratio................................................. 19
Lockout Distribution Percentage..................................... 19
Maturity Date....................................................... 20
Monthly Payment..................................................... 20
Moody's............................................................. 20
Mortgage............................................................ 20
Mortgage File....................................................... 20
Mortgage Loan Schedule.............................................. 20
Mortgage Loans...................................................... 21
Mortgage Note....................................................... 21
Mortgage Rate....................................................... 21
Mortgaged Property.................................................. 21
Mortgagor........................................................... 22
Net Mortgage Rate................................................... 22
Non-Discount Mortgage Loan.......................................... 22
Non-Primary Residence Loans......................................... 22
Non-United States Person............................................ 22
Nonrecoverable Advance.............................................. 22
Nonsubserviced Mortgage Loan........................................ 22
Notional Amount..................................................... 22
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Officers' Certificate............................................... 22
Opinion of Counsel.................................................. 22
Original Senior Percentage.......................................... 22
Outstanding Mortgage Loan........................................... 23
Owner or Holder..................................................... 23
Ownership Interest.................................................. 23
Pass-Through Rate................................................... 23
Paying Agent........................................................ 23
Percentage Interest................................................. 24
Permitted Investments............................................... 24
Permitted Transferee................................................ 25
Person.............................................................. 25
Pool Stated Principal Balance....................................... 25
Prepayment Assumption............................................... 25
Prepayment Distribution Percentage.................................. 26
Prepayment Distribution Trigger..................................... 27
Prepayment Interest Shortfall....................................... 27
Prepayment Period................................................... 27
Primary Insurance Policy............................................ 27
Principal Prepayment................................................ 28
Principal Prepayment in Full........................................ 28
Program Guide....................................................... 28
Purchase Price...................................................... 28
Qualified Substitute Mortgage Loan.................................. 28
Rating Agency....................................................... 29
Realized Loss....................................................... 29
Record Date......................................................... 29
Regular Certificate................................................. 30
REMIC............................................................... 30
REMIC Administrator................................................. 30
REMIC Provisions.................................................... 30
REO Acquisition..................................................... 30
REO Disposition..................................................... 30
REO Imputed Interest................................................ 30
REO Proceeds........................................................ 30
REO Property........................................................ 30
Request for Release................................................. 31
Required Insurance Policy........................................... 31
Residential Funding................................................. 31
Responsible Officer................................................. 31
Schedule of Discount Fractions...................................... 31
Security Agreement.................................................. 31
Seller.............................................................. 31
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Seller's Agreement.................................................. 31
Senior Accelerated Distribution Percentage.......................... 31
Senior Certificates................................................. 33
Senior Percentage................................................... 33
Senior Principal Distribution Amount................................ 33
Servicing Accounts.................................................. 33
Servicing Advances.................................................. 33
Servicing Fee....................................................... 33
Servicing Officer................................................... 33
Special Hazard Amount............................................... 34
Special Hazard Loss................................................. 34
Spread Rate......................................................... 35
Standard & Poor's................................................... 35
Stated Principal Balance............................................ 35
Subordinate Percentage.............................................. 35
Subordinate Principal Distribution Amount........................... 35
Subserviced Mortgage Loan........................................... 36
Subservicer......................................................... 36
Subservicer Advance................................................. 36
Subservicing Account................................................ 36
Subservicing Agreement.............................................. 36
Subservicing Fee.................................................... 36
Tax Returns......................................................... 36
Transfer............................................................ 37
Transferee.......................................................... 37
Transferor.......................................................... 37
Trust Fund.......................................................... 37
Uncertificated REMIC Regular Interests.............................. 37
Uniform Single Attestation Program for
Mortgage Bankers:................................................... 37
Uninsured Cause..................................................... 37
United States Person................................................ 38
Variable Strip Certificates......................................... 38
Voting Rights....................................................... 38
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.................................. 39
Section 2.02. Acceptance by Trustee......................................... 44
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and the
Company....................................................... 46
Section 2.04. Representations and Warranties of
Sellers....................................................... 50
Section 2.05. Execution and Authentication of
Certificates.................................................. 53
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer............................ 54
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement
of Subservicers' and Sellers'
Obligations................................................... 55
Section 3.03. Successor Subservicers........................................ 56
Section 3.04. Liability of the Master Servicer.............................. 57
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of the
Excess Spread................................................. 57
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee............................ 58
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account............................................. 58
Section 3.08. Subservicing Accounts; Servicing
Accounts...................................................... 61
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans......................................................... 62
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Section 3.10. Permitted Withdrawals from the
Custodial Account............................................. 63
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.............................. 65
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage............................... 66
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments........................................... 68
Section 3.14. Realization Upon Defaulted Mortgage
Loans......................................................... 70
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files..................................... 73
Section 3.16. Servicing and Other Compensation;
Compensating Interest......................................... 74
Section 3.17. Reports to the Trustee and the Company........................ 76
Section 3.18. Annual Statement as to Compliance............................. 76
Section 3.19. Annual Independent Public Accountants'
Servicing Report.............................................. 76
Section 3.20. Rights of the Company in Respect
of the Master Servicer........................................ 77
Section 3.21. Administration of Buydown Funds............................... 78
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account........................................... 79
Section 4.02. Distributions................................................. 79
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread.................................... 89
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer........................................ 92
Section 4.05. Allocation of Realized Losses................................. 94
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property......................................... 95
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans......................................................... 95
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
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Section 5.01. The Certificates.............................................. 97
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on
Transfer of Excess Spread..................................... 99
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates..................................................105
Section 5.04. Persons Deemed Owners.........................................105
Section 5.05. Appointment of Paying Agent...................................106
Section 5.06. Optional Purchase of Certificates.............................106
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer.......................................109
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer..................................109
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others................................110
Section 6.04. Company and Master
Servicer Not to Resign........................................111
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.............................................112
Section 7.02. Trustee or Company to Act; Appointment
of Successor..................................................114
Section 7.03. Notification to Certificateholders............................115
Section 7.04. Waiver of Events of Default...................................115
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.............................................117
Section 8.02. Certain Matters Affecting the Trustee.........................119
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Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans................................................121
Section 8.04. Trustee May Own Certificates..................................121
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.................................121
Section 8.06. Eligibility Requirements for Trustee..........................122
Section 8.07. Resignation and Removal of the Trustee........................123
Section 8.08. Successor Trustee.............................................124
Section 8.09. Merger or Consolidation of Trustee............................124
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.......................................................125
Section 8.11. Appointment of Custodians.....................................126
Section 8.12. Appointment of Office or Agency...............................126
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans.............................127
Section 9.02. Additional Termination Requirements...........................130
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration................................................131
Section 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification.....................................................135
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.....................................................136
Section 11.02. Recordation of Agreement; Counterparts........................139
Section 11.03. Limitation on Rights
of Certificateholders.........................................139
Section 11.04. Governing Law.................................................140
Section 11.05. Notices.......................................................140
Section 11.06. Notices to Rating Agency......................................141
Section 11.07. Severability of Provisions....................................142
Section 11.08. Supplemental Provisions for
Resecuritization............................................................142
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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
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This is a Pooling and Servicing Agreement, dated as of September 1,
1996, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as Trustee
(together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of 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 M-1, Class M-2, Class M-3, Class B-1, Class B-2
and Class B-3 Certificates and the Uncertificated REMIC Regular Interests (as
defined herein), the rights in and to which will initially be represented by the
Excess Spread (as defined herein), will be "regular interests" in 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.
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The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates issued on the Closing Date
comprising the interests in the Trust Fund created hereunder.
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Aggregate Initial
Certificate Initial Ratings
Pass-Through Principal Maturity ---------------
Designation Type Rate Balance Features Date S&P Fitch
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A-1 Senior 7.50% $69,926,000.00 Senior September 25, 2011 AAA AAA
Class A-2 Senior 7.50% $19,855,000.00 Senior September 25, 2011 AAA AAA
Class A-3 Senior 7.50% $10,475,000.00 Prepayment Lockout/Senior September 25, 2011 AAA AAA
Class A-4 Senior 0.00% $1,157,046.74 Principal Only/Senior September 25, 2011 AAA AAA
Class R Senior 7.50% $100.00 Residual September 25, 2011 AAA AAA
Class M-1 Mezzanine 7.50% $1,310,400.00 Mezzanine September 25, 2011 N/A AA
Class M-2 Mezzanine 7.50% $786,200.00 Mezzanine September 25, 2011 N/A A
Class M-3 Mezzanine 7.50% $524,200.00 Mezzanine September 25, 2011 N/A BBB
Class B-1 Subordinate 7.50% $314,500.00 Subordinate September 25, 2011 N/A BB
Class B-2 Subordinate 7.50% $209,800.00 Subordinate September 25, 2011 N/A B
Class B-3 Subordinate 7.50% $262,361.78 Subordinate September 25, 2011 N/A N/A
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The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $104,820,608.52. The Mortgage Loans are fixed-rate mortgage loans
having terms to maturity at origination or modification of not more than 15
years.
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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-4 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,
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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
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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 September 27, 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
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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.
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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
Minnesota, the State of California or the State of Illinois (and such other
state or states in which the Custodial Account or the Certificate Account are at
the time located) are required or authorized by law or executive order to be
closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates and the Owner of
the Excess Spread, Series 1996-S19" 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
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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 Certificates) 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
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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 or
Class A-4 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A,
each such Certificate
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evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions and, on and after the date of issuance of any
Variable Strip Certificates pursuant to Section 5.01(c), such Variable Strip
Certificates evidencing the related specified Uncertificated REMIC Regular
Interests, in each case executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A.
Class A-4 Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-4 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 0.75%.
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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 0.45%.
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.
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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
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Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 1.25%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: September 27, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers
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an exclusive right to the holder of such Cooperative Stock to occupy such
apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at Four Albany Street, New York, New York 10006,
Attention: Residential Funding Corporation Series 1996-S19.
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.
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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: September 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.
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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 7.50% 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 7.50%. 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 7.50% 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
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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
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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-4 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
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Spread on any Distribution Date will be reduced by the interest shortfalls
described in clauses (i) through (iv) of the fourth sentence of the definition
of Accrued Certificate Interest, to the extent allocated thereto pursuant to the
provisions of such definition.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combatting or defending against an actual,
impending or expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any authority maintaining or
using military, naval or air forces; or
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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.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
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.
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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.
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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
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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 October 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: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Variable Strip Certificates which have no Certificate Principal Balance)
representing a regular interest in the REMIC and the rights to the Excess Spread
would be reduced to zero, which is September 25, 2011, the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan.
The latest possible Maturity Date for each Uncertificated REMIC Regular Interest
is the Distribution Date immediately following the latest scheduled maturity
date for the related Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
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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");
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(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto.
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.
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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
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Certificate Principal Balance of the Senior Certificates (excluding the
Certificate Principal Balance of the Class A-4 Certificates) and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans (other
than the Discount Fraction of the Discount Mortgage Loans), which is
approximately 96.71% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03
or 2.04.
Owner or Holder: With respect to the Excess Spread at any time at which
the Excess Spread evidences ownership in any Uncertificated REMIC Regular
Interest, Residential Funding, as the owner of all right, title and interest in
and to the Excess Spread. Solely for the purpose of giving any consent or
direction pursuant to this Agreement, as long as Residential Funding or any
Affiliate thereof is Master Servicer and the Excess Spread remains
uncertificated, the Voting Rights evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting Rights necessary
to effect any such consent or direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-4 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
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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-4 Certificates have no
Pass-Through Rate and are not entitled to Accrued Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a
Variable Strip or Class R Certificate), the undivided percentage ownership
interest in the related Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial Certificate Principal Balance
thereof divided by the aggregate Initial Certificate Principal Balance of all of
the Certificates of the same Class. With respect to a Variable Strip or Class R
Certificate, the interest in distributions to be made with respect to the Class
evidenced thereby, expressed as a percentage, as stated on the face of each such
Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest
by the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of acquisition
thereof, provided that the unsecured obligations of the party agreeing
to repurchase such obligations are at the time rated by each Rating
Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided
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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
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to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Prepayment Assumption: A prepayment assumption of 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
October 2001 (unless the Certificate Principal Balances of the
Class A Certificates, other than the
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Class A-4 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,
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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).
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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
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Mortgage Loan at the time of substitution; (iv) have a remaining term to stated
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan; (v) comply with each representation and warranty set
forth in Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and (vi) have a Spread Rate equal to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other provisions herein, (x) with
respect to any Qualified Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan which was a Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to have a
Discount Fraction equal to the Discount Fraction of the Deleted Mortgage Loan
and (y) in the event that the "Spread Rate" of any Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Spread Rate" is greater than
the Spread Rate of the related Deleted Mortgage Loan (i) the Spread Rate of such
Qualified Substitute Mortgage Loan shall be equal to the Spread Rate of the
related Deleted Mortgage Loan for purposes of calculating the Excess Spread or
Accrued Certificate Interest on any Class of Variable Strip Certificates and
(ii) the excess of the Spread Rate on such Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Spread Rate" over the 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 Fitch 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)
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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.
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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
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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:
Senior Accelerated
Distribution Date Distribution Percentage
October 1996 through
September 2001................................ 100%
October 2001 through
September 2002................................ Senior Percentage, plus 70% of
the Subordinate Percentage
October 2002 through
September 2003................................ Senior Percentage, plus 60% of
the Subordinate Percentage
October 2003 through
September 2004................................ Senior Percentage, plus 40% of
the Subordinate Percentage
October 2004 through
September 2005................................ Senior Percentage, plus 20% of
the Subordinate Percentage
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October 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-4 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 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
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of the Class A-4 Certificates) immediately prior to such Distribution Date and
the denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and (ii)(X) and (b) the sum of the amounts required to be distributed
to the Class A Certificateholders and Class R Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on
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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
$602,148 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 35.0% (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
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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, if any, of (a) the Net Mortgage Rate of such Mortgage Loan over
(b) 7.50% 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.
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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
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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:
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(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,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 389 uncertificated partial
undivided beneficial ownership interests in the Trust Fund numbered sequentially
from 1 through 389, 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.
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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, other than the Variable
Strip or Class R Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; 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.
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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
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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;
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(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.
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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
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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,
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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
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of Residential Funding, the Company or the Trustee (such preparation and filing
shall be at the expense of the Trustee, if occasioned by a change in the
Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Company, or (3) any
transfer of any interest of Residential Funding or the Company in any Mortgage
Loan.
(f) The Master Servicer hereby acknowledges the receipt by it of
cash in an amount equal to $82,951.14 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in October 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 October 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
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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
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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;
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(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
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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
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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% (except for one Mortgage Loan with a
Loan-to-Value Ratio at origination of 81%), 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% and 90.0%, and (b) at least 12% of
such balance if the Loan-to-Value Ratio is between 90% and 80.0%. 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 1.7% 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
1.9% of the Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged Properties located in any one
zip code area outside California, and no more than 0.8% 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);
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(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 18.1% 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
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was originated was not less than the appraised value of such
property at the time of origination of the refinanced Mortgage Loan or
(b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of
origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
and
(xvii) None of the Mortgage Loans 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
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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
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Loan if such substitution occurs within two years following the Closing Date,
except that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such 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
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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
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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.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders, the Owner of the Excess Spread and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, or of consent to assumption or modification in
connection with a proposed conveyance, or of assignment of any Mortgage and
Mortgage Note in connection with the repurchase of a Mortgage Loan and all other
comparable instruments, or with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the subordination of the
lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to an Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. Notwithstanding the foregoing, subject to Section
3.07(a), the Master Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause the
REMIC to fail
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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.
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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
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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,
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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.
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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
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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):
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(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
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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
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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).
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(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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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 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
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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
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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
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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.
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(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.
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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 relating to this Agreement 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
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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.
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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.
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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.
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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-4
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-4 Certificateholders, the
Class A-4 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class
A-4 Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii) through (iv) and
Section 4.02(c), the
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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
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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
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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-4 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-4 Collection
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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-4 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-4 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
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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-4 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-4 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-4 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
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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-4 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-4
Principal Distribution Amount") equal to the aggregate of:
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(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-4 Collection Shortfalls for
such Distribution Date and the amount of any Class A-4
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, but only
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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-3 Certificates, in reduction of the
Certificate Principal Balance thereof:
(A) the Class A-3 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-4
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-3 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-4 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-3 Certificates pursuant to
this clause
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(iii) shall be reduced by an amount equal to the Class
A-3 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-4 Certificates) of such difference; and
(iv) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (ii) and
(iii) above shall be distributed as follows:
(A) first, to the Class A-1 Certificates until
the Certificate Principal Balance thereof has
been reduced to zero; and
(B) second, to the Class A-2 Certificates 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-3
Certificates and Class A-4 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-3 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-4
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-4 Certificates and the Senior Principal Distribution Amount will be
distributed among all classes of Senior Certificates (other than the Class A-4
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances.
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(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), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. 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,
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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).
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Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder, the
Owner of the Excess Spread 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;
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(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
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(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
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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
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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
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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-4 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-4 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-4 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-4 Certificates in an
amount equal to
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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-4 Certificates), Class M, Class B and Class R Certificates on a
pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates and the Excess Spread means
an allocation on a pro rata basis, among the various Classes so specified and
the Excess Spread, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of the principal
portion of a Realized Loss or based on the Accrued Certificate Interest thereon
or amount of Excess Spread payable on such Distribution Date (without regard to
any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
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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
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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.
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ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company and in the case of any Certificates issued on the Closing Date,
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates, other than the Class R and Variable Strip
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 and Class A-3 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-4, 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-4 $25,046.74
Class M-1 $25,400.00
Class M-2 $250,200.00
Class M-3 $250,200.00
Class B-1 $250,500.00
Class B-2 $250,800.00
Class B-3 $250,361.78
The Class R and Variable Strip 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.
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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-4 Certificates and
Variable Strip Certificates, shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided below, registration of such Certificates may not be transferred by
the Trustee except to another Depository that agrees to hold such Certificates
for the respective Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-4 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
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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
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Uncertificated REMIC Regular Interest or Interests specified by the Company. The
Variable Strip Certificates shall be substantially in the forms set forth in
Exhibit A and shall, on original issue, be executed and delivered by the Trustee
to the Certificate Registrar for authentication and delivery to or upon the
order of the Company in accordance with Section 5.01(a).
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on Transfer of
Excess Spread.
(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
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Trustee and the Certificate Registrar duly executed by, the Holder thereof or
his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as provided in Section 5.02(e), in the
event that a transfer of a Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer and (B) the Trustee shall require the transferee to execute
a representation letter, substantially in the form of Exhibit J hereto, and the
Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit K hereto, each acceptable to and in form
and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer or (ii) the prospective transferee of such a Certificate
shall be required to provide the Trustee, the Company and the Master Servicer
with an investment letter substantially in the form of Exhibit L attached hereto
(or such other form as the Company in its sole discretion deems acceptable),
which investment letter shall not be an expense of the Trustee, the Company or
the Master Servicer, and which investment letter states that, among other
things, such transferee (A) is a "qualified institutional buyer" as defined
under Rule 144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that the
proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
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(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.
(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:
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(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.
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(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this
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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:
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(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
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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.
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The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders and the Owner of the Excess Spread in trust for the benefit
of the Certificateholders and such Owner entitled thereto until such sums shall
be paid to such Certificateholders and such Owner. Any sums so held by such
Paying Agent shall be held only in Eligible Accounts to the extent such sums are
not distributed to the Certificateholders and such Owner on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance
is less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of one month's Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of
the Trustee therein designated,
(ii) the purchase price therefor, if known, and
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(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon 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
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such amounts until distributed to such Holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered on
the Distribution Date on which a purchase pursuant to this Section 5.06 occurs
as provided above will be deemed to have been purchased and the Holder as of
such date will have no rights with respect thereto except to receive the
purchase price therefor minus any costs and expenses associated with such escrow
account and notices allocated thereto. Any Certificates so purchased or deemed
to have been purchased on such Distribution Date shall remain outstanding
hereunder. The Master Servicer or the Company, as applicable, shall be for all
purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer.
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
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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
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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
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determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the Company
or the Master Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Master Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in accordance
with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Owner of the Excess Spread or the Holders of
Certificates of any Class any distribution required to be made under the
terms of the Certificates of such Class and this Agreement and, in
either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring
such failure to be remedied, shall have been given to the Master
Servicer by the Trustee or the Company or to the Master Servicer, the
Company and the Trustee by the Owner of the Excess Spread or the Holders
of Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in
this Agreement and such failure shall continue unremedied for a period
of 30 days (except that such number of days shall be 15 in the case of a
failure to pay the premium for any Required Insurance Policy) after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
the Company, or to the Master Servicer, the Company and the Trustee by
the Owner of the Excess Spread or the Holders of Certificates of any
Class evidencing, in the case of any such Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in
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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
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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.
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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
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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
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Voting Rights affected by such default or Event of Default, such default or
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon except
to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders and the Owner of the Excess Spread of any such documents
which do not materially conform to the requirements of this Agreement in the
event that the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of 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.
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(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
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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;
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(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders or the
Owner of the Excess Spread, pursuant to the provisions of this
Agreement, unless such Certificateholders or such Owner shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve the Trustee of
the obligation, upon the occurrence of an Event of Default (which has
not been cured), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by Holders
of Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
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(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as determined by the Master Servicer
pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause 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
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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:
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(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
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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
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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.
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(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
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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.
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(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders and the Owner of the Excess Spread.
Each Custodian shall be a depository institution subject to supervision by
federal or state authority, shall have a combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File. Each Custodial Agreement may be amended only
as provided in Section 11.01. The Trustee shall notify the Certificateholders
and the Owner of the Excess Spread of the appointment of any Custodian (other
than the Custodian appointed as of the Closing Date) pursuant to this Section
8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at Four Albany Street, New
York, New York 10006 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 11.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.02, 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
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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
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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
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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:
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(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.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state law.
Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, the Class A, Class M and Class B Certificates and the Excess
Spread shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests" in
the REMIC. The REMIC Administrator and the Trustee shall not permit the creation
of any "interests" (within the meaning of Section 860G of the Code) in the REMIC
other than the Certificates 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
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negligence. If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its duties as
REMIC Administrator and shall be paid reasonable compensation not to exceed
$3000 per year 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
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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
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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
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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 September 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
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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, REMIC Administrator and
Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company or the Trustee, as a result of a breach of the
Master Servicer's covenants set forth in this Article X or in Article III with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the Master Servicer that contain errors or omissions.
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ARTICLE XI
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,
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(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
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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
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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
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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
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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
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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-S19 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,
169
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<PAGE>
(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
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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, FASIT 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, FASIT 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).
171
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<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By: /s/Diane S. Wold
---------------------------------
Name: Diane S. Wold
Title: Vice President
Attest: /s/Robert S. Conway
--------------------------------
Name: Robert S. Conway
Title: Director
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/Robert S. Conway
---------------------------------
Name: Robert S. Conway
Title: Director
Attest: /s/Diane S. Wold
--------------------------------
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By: /s/Katherine M. Keller
---------------------------------
Name: Katherine M. Keller
Title: Assistant Secretary
Attest: /s/Erin Deegan
--------------------------------
Name: Erin Deegan
Title: Assistant Vice President
172
<PAGE>
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of September, 1996 before me, a notary public in
and for said State, personally appeared Diane S. Wold, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-----------------------------------
Notary Public
[Notarial Seal]
<PAGE>
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of September, 1996 before me, a notary public in
and for said State, personally appeared Robert S. Conway, 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]
2
<PAGE>
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 27th day of September, 1996 before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
______________ of Bankers Trust Company, the national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-----------------------------------
Notary Public
[Notarial Seal]
<PAGE>
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS SEPTEMBER 27, 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.]
<PAGE>
<PAGE>
Certificate No. ____ 7.50% Pass-Through Rate
Class A-__ Senior [Variable Pass-Through Rate
Date of Pooling and Servicing based on a Notional Amount]
Agreement and Cut-off Date: [Percentage Interest: ___%]
September 1, 1996
Aggregate [Initial Certificate
Principal Balance] of the Class
A-__ Certificates:
First Distribution Date:
October 25, 1996 [Aggregate Notional Amount
of the Class A-_ Certificates}
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of
Corporation this Certificate: $___________]
Assumed Final
Distribution Date: CUSIP 760947-_____
September 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S19
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
A-2
<PAGE>
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
[(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
A-___ Certificates, both as specified above)] in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of Class A-__
Certificates on such Distribution Date. The Notional Amount of the Class A-_
Certificates as of any date of determination is equal to the aggregate Stated
Principal Balance of the Mortgage Loans corresponding to the related
Uncertificated REMIC Regular Interests represented by the Class A-_ Certificates
immediately prior to such
A-3
<PAGE>
<PAGE>
date. The Class A-_ Certificates have no Certificate Principal Balance.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. [The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the 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.
A-4
<PAGE>
<PAGE>
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.
A-5
<PAGE>
<PAGE>
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.
A-6
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
------------------------------
Authorized Signatory
A-7
<PAGE>
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_____________________________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: _____________________________
________________________________________________________________________________
Dated:
__________________________________________
Signature by or on behalf of assignor
________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to ___________________________________
________________________________________________________________________ for the
account of _____________________________________________ account
number _______________ , or, if mailed by check, to ____________________________
_________________________________________________ Applicable
statements should be mailed to _________________________________________________
________________________________________________.
This information is provided by _________________________________
____, the assignee named above, or _____________________________________________
__, as its agent.
<PAGE>
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND CLASS R CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS SEPTEMBER 27, 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
<PAGE>
<PAGE>
RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION [OR AT ANY OTHER RATE.]
B-2
<PAGE>
<PAGE>
Certificate No. ___ 7.50% Pass-Through Rate
Class M ___ Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
September 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
October 25, 1996
CUSIP: 760947-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
September 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S19
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.
B-3
<PAGE>
<PAGE>
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
B-4
<PAGE>
<PAGE>
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
B-5
<PAGE>
<PAGE>
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
B-6
<PAGE>
<PAGE>
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same Class and
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this
B-7
<PAGE>
<PAGE>
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
B-8
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
------------------------------
Authorized Signatory
B-9
<PAGE>
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
_____________________________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: _____________________________
________________________________________________________________________________
Dated:
------------------------------------------
Signature by or on behalf of assignor
------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to ___________________________________
________________________________________________________________________ for the
account of _____________________________________________________________ account
number ________________, or, if mailed by check, to ____________________________
_____________________________________________________________________ Applicable
statements should be mailed to _________________________________________________
________________________________________________.
This information is provided by _________________________________
____, the assignee named above, or _____________________________________________
__, as its agent.
<PAGE>
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS SEPTEMBER 27, 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.
<PAGE>
<PAGE>
Certificate No. __ 7.50 % 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: $_______________
September 1, 1996
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
October 25, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
September 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S19
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.
C-2
<PAGE>
<PAGE>
This certifies that Residential Funding Mortgage Securities I,
Inc. is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal Balance of this
Certificate by the aggregate Certificate Principal Balance of all Class B-__
Certificates, both as specified above) in certain distributions with respect to
a Trust Fund consisting primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold
by Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and Bankers Trust Company, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
C-3
<PAGE>
<PAGE>
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require 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
C-4
<PAGE>
<PAGE>
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 additional
C-5
<PAGE>
<PAGE>
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
C-6
<PAGE>
<PAGE>
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.
C-7
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
------------------------------
Authorized Signatory
C-8
<PAGE>
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
_____________________________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: _____________________________
________________________________________________________________________________
Dated:
------------------------------------------
Signature by or on behalf of assignor
------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________ for the
account of _____________________________________________ account
number ________________, or, if mailed by check, to ____________________________
_________________________________________________ Applicable
statements should be mailed to _________________________________________________
________________________________________________.
This information is provided by _________________________________
____, the assignee named above, or _____________________________________________
__, as its agent.
<PAGE>
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
<PAGE>
<PAGE>
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.
D-2
<PAGE>
<PAGE>
Certificate No. ___ 7.50% 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:
September 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
October 25, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760947-_____
Assumed Final Distribution Date:
September 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S19
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.
D-3
<PAGE>
<PAGE>
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 Bankers Trust Company, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to
be bound by the restrictions set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest
D-4
<PAGE>
<PAGE>
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.
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<PAGE>
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
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<PAGE>
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
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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.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY
as Trustee
By:
------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
------------------------------
Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
_____________________________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: _____________________________
________________________________________________________________________________
Dated:
------------------------------------------
Signature by or on behalf of assignor
------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________ for the
account of _____________________________________________ account
number ________________, or, if mailed by check, to ____________________________
_________________________________________________ Applicable
statements should be mailed to _________________________________________________
________________________________________________.
This information is provided by _________________________________
____, the assignee named above, or _____________________________________________
__, as its agent.
<PAGE>
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of September 1, 1996, by and among BANKERS
TRUST COMPANY, as Trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(together with any successor in interest, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with any successor in interest or
successor under the Pooling Agreement referred to below, the "Master Servicer"),
and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement dated as of September 1, 1996,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1996-S19 (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
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<PAGE>
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
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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
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<PAGE>
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
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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.
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<PAGE>
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
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<PAGE>
of which instrument shall be delivered to the resigning Custodian and one copy
to the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event,
the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
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<PAGE>
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
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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.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1996-S19
By:
------------------------------
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
------------------------------
Name: Diane S. Wold
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
------------------------------
Name: Robert S. Conway
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
------------------------------
Name: Kathleen Marshall
Title: Trust Officer
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<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of September, 1996, before me, a notary public in
and for said State, personally appeared _______________________, known to me to
be a Vice President of Bankers Trust Company, a New York banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
----------------------------
Notary Public
[SEAL]
<PAGE>
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of September, 1996, before me, a notary public in
and for said State, personally appeared Kathleen Marshall, known to me to be a
Trust Officer of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-------------------------------
Notary Public
[SEAL]
<PAGE>
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of September, 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 27th day of September, 1996, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
--------------------------------
Notary Public
[Notarial Seal]
<PAGE>
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
September 27, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
Re: Custodial Agreement dated as of September 1, 1996,
by and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S19
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:
-----------------------
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<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
Re: Custodial Agreement dated as of September 1, 1996,
by and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S19
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
--------------------------
Name:
------------------------
Title:
-----------------------
<PAGE>
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
Re: Custodial Agreement dated as of September 1, 1996,
by and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S19
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;
<PAGE>
<PAGE>
(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;
E-4
<PAGE>
<PAGE>
(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:
------------------------------
E-5
<PAGE>
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 09/27/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 14.08.15 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S19 CUTOFF : 09/01/96
POOL : 0004219
:
:
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 #
______________________________________________________________________________
1448125 A35/728 F 100,000.00 ZZ
180 99,741.64 1
2360 VOLANTE PLACE 9.250 1,029.19 65
9.000 1,029.19 155,000.00
WESTBURY NY 11590 1 07/17/96 00
0380495755 05 09/01/96 0
000 O 08/01/11
0
1474497 163/163 F 525,000.00 ZZ
180 507,755.46 2
4901 15TH AVENUE 7.375 4,829.60 73
7.125 4,829.60 720,000.00
BROOKLYN NY 11219 2 12/13/95 00
55189673 05 02/01/96 0
55189673 O 01/01/11
0
1475327 747/G01 F 454,100.00 ZZ
174 454,100.00 1
26270 MIRA WAY 8.000 4,417.50 80
7.750 4,417.50 567,671.00
BONITA SPRINGS FL 33923 1 08/05/96 00
0430021246 03 10/01/96 0
173219 O 03/01/11
0
1477970 747/728 F 136,000.00 ZZ
180 133,897.98 1
15821 COUNTRY COURT 7.375 1,251.10 60
7.125 1,251.10 230,000.00
FORT MYERS FL 33913 2 03/25/96 00
0380489527 05 05/01/96 0
1
173324 O 04/01/11
0
1491532 F45/F45 F 60,412.96 ZZ
143 58,785.80 1
28 CENTER DRIVE 7.250 632.12 24
7.000 632.12 262,000.00
NEW HYDE PARK NY 11040 2 02/28/96 00
147538 05 04/01/96 0
147538 O 02/01/08
0
1495518 429/429 F 112,000.00 ZZ
180 110,989.92 1
411 MUSKET DRIVE 7.625 1,046.23 72
7.375 1,046.23 157,000.00
FALLS TOWNSHIP PA 19067 2 05/06/96 00
21465177 05 07/01/96 0
21465177 O 06/01/11
0
1496832 936/728 F 226,500.00 ZZ
180 225,311.80 1
4479 BRIGHTON AVENUE 9.125 2,314.19 71
8.875 2,314.19 320,000.00
SAN DIEGO CA 92107 5 06/26/96 00
0380490046 05 08/01/96 0
6052476 O 07/01/11
0
1498571 882/728 F 260,000.00 ZZ
180 259,240.28 1
92 CALLE ENSUENO 7.875 2,465.97 80
7.625 2,465.97 325,000.00
MARATHON FL 33050 1 07/08/96 00
0380488552 05 09/01/96 0
UNKNOWN O 08/01/11
0
1499882 559/728 F 60,000.00 ZZ
180 59,836.00 1
2430 BEVERLY DRIVE 8.625 595.25 75
8.375 595.25 81,000.00
REDDING CA 96002 1 06/27/96 00
0380489386 05 09/01/96 0
5323282 O 08/01/11
0
<PAGE>
1
1499889 147/728 F 269,500.00 ZZ
180 267,173.62 1
103 WEST CALDWOOD DRIVE 8.125 2,594.97 70
7.875 2,594.97 385,000.00
BEAUMONT TX 77707 1 05/30/96 00
0380505892 05 07/01/96 0
483722 O 06/01/11
0
1500256 429/429 F 164,500.00 ZZ
180 164,029.85 1
82-08 211TH STREET 8.125 1,583.95 70
7.875 1,583.95 235,000.00
HOLLIS HILLS NY 11423 1 07/02/96 00
21510466 05 09/01/96 0
21510466 O 08/01/11
0
1500640 933/728 F 297,000.00 ZZ
180 293,040.72 1
323 CAZADOR LANE 8.000 2,838.29 68
7.750 2,838.29 440,000.00
SAN CLEMENTE CA 92672 2 04/26/96 00
0380491911 05 06/01/96 0
0031328 O 05/01/11
0
1501584 A26/728 F 268,000.00 ZZ
120 266,575.51 1
1532 FOREST HILL ROAD 8.500 3,322.82 60
8.250 3,322.82 450,000.00
STATEN ISLAND NY 10314 2 07/24/96 00
0380503533 05 09/01/96 0
UNKNOWN O 08/01/06
0
1501668 076/076 F 95,000.00 ZZ
180 94,449.09 1
102 KENTUCKY 8.000 907.87 70
7.750 907.87 137,000.00
LAREDO TX 78401 2 06/12/96 00
10832992 05 08/01/96 0
10832992 O 07/01/11
0
1501924 686/728 F 380,000.00 ZZ
180 376,639.66 1
1090 NEIGHBORLY LANE 7.850 3,598.65 80
7.600 3,598.65 475,000.00
1
RAMONA CA 92065 2 05/01/96 00
0380450560 05 07/01/96 0
30817561681 O 06/01/11
0
1502419 E66/E66 F 290,000.00 ZZ
180 287,413.01 1
7600 STONE HORSE CIRCLE 7.750 2,729.70 78
7.500 2,729.70 376,100.00
RALEIGH NC 27612 2 05/02/96 00
600285173 05 07/01/96 0
600285173 O 06/01/11
0
1502426 E66/E66 F 266,750.00 ZZ
180 262,714.97 1
109 CHARLEMAGNE COURT 7.625 2,491.79 75
7.375 2,491.79 355,700.00
CARY NC 27511 5 03/25/96 00
600278870 05 05/01/96 0
600278870 O 04/01/11
0
1503278 A82/728 F 57,500.00 ZZ
180 57,335.66 1
UNIT#: 708 8.125 553.66 50
1581 BRICKELL AVENUE 7.875 553.66 115,000.00
MIAMI FL 33129 1 07/23/96 00
0380498544 06 09/01/96 0
DB50003412 O 08/01/11
0
1503573 536/536 F 415,000.00 ZZ
180 412,671.97 2
751 D PULEHUIKI ROAD 8.375 4,056.32 49
8.125 4,056.32 850,000.00
KULA HI 96790 2 06/19/96 00
1142769 05 08/01/96 0
1142769 O 07/01/11
0
1503920 559/G01 F 90,000.00 ZZ
180 89,742.77 1
3508 REGENCY PARK DRIVE 8.125 866.60 66
7.875 866.60 137,000.00
MODESTO CA 95356 2 07/17/96 00
0430010207 03 09/01/96 0
5306840 O 08/01/11
0
<PAGE>
1
1504184 966/728 F 261,000.00 ZZ
180 259,583.97 1
1542 STEMMONS AVENUE 8.750 2,608.57 91
8.500 2,608.57 289,065.00
DALLAS TX 75208 1 06/27/96 12
0380502667 05 08/01/96 25
UNKNOWN O 07/01/11
0
1505870 896/728 F 273,600.00 T
180 272,132.13 1
1030 DOGWOOD DRIVE 8.875 2,754.73 80
8.625 2,754.73 342,000.00
GREENSBORO GA 30642 2 07/03/96 00
0380488958 03 08/01/96 0
UNKNOWN O 07/01/11
0
1506567 776/728 F 432,000.00 ZZ
180 429,629.93 1
15319 STONEWOOD TERRACE 8.625 4,285.79 76
SHERMAN OAKS AREA 8.375 4,285.79 575,000.00
LOS ANGELES CA 91403 2 06/05/96 00
0380504416 05 08/01/96 0
2132815 O 07/01/11
0
1506775 635/635 F 170,000.00 ZZ
180 169,530.11 1
12 LENNECKE LANE 8.500 1,674.06 73
8.250 1,674.06 235,000.00
EAST BRUNSWICK NJ 08816 2 07/22/96 00
652899600 05 09/01/96 0
652899600 O 08/01/11
0
1506778 742/728 F 265,000.00 ZZ
180 263,609.84 1
11 POND RIDGE LANE 9.125 2,707.55 73
8.875 2,707.55 365,000.00
ROWAYTON CT 06853 1 06/28/96 00
0380495326 05 08/01/96 0
4098117 O 07/01/11
0
1506893 B57/G01 F 1,000,000.00 ZZ
180 1,000,000.00 1
1
7 LAUREL GROVE AVENUE 7.875 9,484.50 48
7.625 9,484.50 2,100,000.00
ROSS CA 94597 1 08/16/96 00
0430021923 05 10/01/96 0
9611057 O 09/01/11
0
1506936 975/728 F 375,900.00 ZZ
180 374,837.55 1
2676 BELINDA COURT 8.250 3,646.76 80
8.000 3,646.76 469,900.00
FULLERTON CA 92635 1 07/03/96 00
0380489923 05 09/01/96 0
961807 O 08/01/11
0
1507247 976/728 F 275,500.00 ZZ
180 274,738.50 1
1708 WOODMILLS DRIVE 8.500 2,712.96 95
8.250 2,712.96 290,000.00
CORDOVA TN 38018 1 07/01/96 04
0380494279 05 09/01/96 30
041396 O 08/01/11
0
1508244 601/728 F 391,950.00 ZZ
180 389,799.66 1
9202 MARKHAM RD 8.625 3,888.46 80
8.375 3,888.46 490,000.00
MANVEL TX 77578 2 06/12/96 00
0380500315 05 08/01/96 0
881816 O 07/01/11
0
1508355 608/728 F 100,000.00 ZZ
180 99,407.20 1
411 BARKER DRIVE 7.750 941.28 46
7.500 941.28 219,000.00
WEST CHESTER PA 19380 1 06/17/96 00
0380481474 05 08/01/96 0
0050012547 O 07/01/11
0
1508529 637/728 F 326,000.00 ZZ
180 323,247.28 1
6476 SW BURLINGAME PLACE 8.375 3,186.41 74
8.125 3,186.41 441,000.00
PORTLAND OR 97201 1 05/08/96 00
0380488636 05 07/01/96 0
<PAGE>
1
4427118 O 06/01/11
0
1508635 491/491 F 258,750.00 ZZ
180 248,941.95 1
104 CANTERBURY COURT 7.375 2,380.31 81
7.125 2,380.31 320,000.00
LAGRAMGE GA 30240 2 08/02/95 96
21157623 03 10/01/95 0
21157623 O 09/01/10
0
1509202 661/661 F 65,450.00 ZZ
180 64,885.04 1
94 WILLSHIRE DRIVE 8.125 630.20 29
7.875 630.20 228,000.00
TINTON FALLS BO NJ 07724 2 05/10/96 00
2515583 05 07/01/96 0
2515583 O 06/01/11
0
1509203 661/661 F 185,000.00 ZZ
180 182,840.05 1
10131 CAPRILLI DR 8.000 1,767.95 56
7.750 1,767.95 332,500.00
SACRAMENTO CA 95829 1 04/22/96 00
2463123 05 06/01/96 0
2463123 O 05/01/11
0
1509654 185/728 F 397,500.00 ZZ
180 395,117.68 1
33951 PAUBA ROAD 7.625 3,713.17 75
7.375 3,713.17 530,000.00
TEMECULA CA 92592 1 06/05/96 00
0380488917 05 08/01/96 0
235344 O 07/01/11
0
1511387 822/728 F 250,000.00 ZZ
180 248,451.85 1
RR4 BOX 239 LUTZ ROAD 7.250 2,282.16 65
7.000 2,282.16 385,000.00
BOYERTOWN PA 19512 2 06/18/96 00
0380496167 05 08/01/96 0
0126051615 O 07/01/11
0
1
1511513 550/550 F 1,100,000.00 ZZ
180 1,096,821.16 1
3340 WASHINGTON STREET 8.000 10,512.17 40
7.750 10,512.17 2,800,000.00
SAN FRANCISCO CA 94118 1 06/10/96 00
120196246 05 09/01/96 0
120196246 O 08/01/11
0
1511598 575/728 F 303,000.00 ZZ
180 301,242.90 1
7 BULL BRANCH COURT 8.000 2,895.63 80
7.750 2,895.63 379,044.00
CATONSVILLE MD 21228 1 06/04/96 00
0380488834 03 08/01/96 0
432012338 O 07/01/11
0
1511599 575/728 F 525,000.00 ZZ
180 520,265.31 1
901 TAUGHANNOCK BLVD. 7.625 4,904.18 77
7.375 4,904.18 690,000.00
ITHACA NY 14850 2 05/02/96 00
0380490228 05 07/01/96 0
467005927 O 06/01/11
0
1511649 686/G01 F 93,000.00 ZZ
180 92,467.79 1
258 UNION BOULEVARD 8.150 896.83 66
7.900 896.83 143,000.00
TOTOWA NJ 07512 1 06/04/96 00
0430000083 05 08/01/96 0
30817370257 O 07/01/11
0
1511650 686/G01 F 200,000.00 ZZ
180 198,885.49 1
10425 OAK POND CIRCLE 8.450 1,963.63 67
8.200 1,963.63 300,000.00
CHARLOTTE NC 28277 1 06/04/96 00
0430000679 05 08/01/96 0
30817499023 O 07/01/11
0
1511652 686/G01 F 35,000.00 ZZ
180 34,802.60 1
6260 SPINDRIFT COURT 8.315 340.88 50
8.065 340.88 70,000.00
<PAGE>
1
LAKE WORTH FL 33463 1 06/06/96 00
0430000109 03 08/01/96 0
30817539760 O 07/01/11
0
1511662 686/G01 F 150,500.00 ZZ
180 149,692.55 1
37436 ALMONT DRIVE E 8.875 1,515.31 74
8.625 1,515.31 205,500.00
STERLING HEIGHT MI 48310 1 06/11/96 00
0430000406 05 08/01/96 0
30817097868 O 07/01/11
0
1511663 686/G01 F 80,000.00 ZZ
180 79,565.97 1
22325 SHORESIDE DRIVE 8.750 799.56 62
8.500 799.56 130,000.00
LAND O LAKES FL 34639 5 06/06/96 00
0430000448 05 08/01/96 0
30817462328 O 07/01/11
0
1511667 686/G01 F 288,000.00 ZZ
180 286,351.86 1
72311 DESERT DRIVE 8.150 2,777.28 90
7.900 2,777.28 320,000.00
RANCHO MIRAGE CA 92270 1 06/12/96 01
0430000430 05 08/01/96 25
30817526544 O 07/01/11
0
1511668 686/G01 F 75,000.00 ZZ
180 74,602.09 1
2940 STATE RD 42 9.000 760.71 63
8.750 760.71 120,000.00
MOORESVILLE IN 46159 5 06/10/96 00
0430000513 05 08/01/96 0
30817698541 O 07/01/11
0
1511669 686/G01 F 352,800.00 ZZ
180 350,708.61 1
9852 BIG VIEW DRIVE 7.750 3,320.83 80
7.500 3,320.83 441,000.00
AUSTIN TX 78730 1 06/14/96 00
0430000521 03 08/01/96 0
30817314461 O 07/01/11
0
1
1511671 686/G01 F 82,500.00 ZZ
180 82,052.40 1
23475 SE BORGES ROAD 8.750 824.55 54
8.500 824.55 155,000.00
GRESHAM OR 97080 5 06/04/96 00
0430000547 05 08/01/96 0
30817693963 O 07/01/11
0
1511677 686/G01 F 80,000.00 ZZ
180 79,561.09 1
1701 NE 60 STREET 8.625 793.67 64
8.375 793.67 125,000.00
FT LAUDERDALE FL 33308 5 06/14/96 00
0430000620 05 08/01/96 0
30817463540 O 07/01/11
0
1511678 686/G01 F 102,500.00 ZZ
180 101,950.08 1
5281 SHRUBOAK 8.875 1,032.02 70
8.625 1,032.02 146,500.00
STERLING HEIGHT MI 48310 1 06/14/96 00
0430000661 05 08/01/96 0
30817699002 O 07/01/11
0
1511687 686/G01 F 28,125.00 ZZ
180 27,969.29 1
7137 GOLF COLONY COURT 8.525 277.38 75
8.275 277.38 37,500.00
LAKE WORTH FL 33467 1 06/21/96 00
0430000232 01 08/01/96 0
30817470495 O 07/01/11
0
1511693 686/G01 F 25,000.00 ZZ
180 24,861.29 1
876 LAS PAVADAS AVENUE 8.500 246.19 10
8.250 246.19 275,000.00
SAN RAFAEL CA 94903 5 06/14/96 00
0430000349 05 08/01/96 0
30817720360 O 07/01/11
0
1511694 686/G01 F 51,000.00 ZZ
180 50,729.43 1
<PAGE>
1
12528 DANNHAUS ROAD 9.000 517.28 75
8.750 517.28 68,000.00
NEEDVILLE TX 77461 1 06/24/96 00
0430000356 05 08/01/96 0
30817669500 O 07/01/11
0
1511695 686/G01 F 210,000.00 ZZ
180 208,860.66 1
1105 NE 147TH STREET 8.750 2,098.85 70
8.500 2,098.85 300,000.00
SHORELINE WA 98155 5 06/18/96 00
0430000372 05 08/01/96 0
30817693716 O 07/01/11
0
1511913 429/429 F 165,000.00 ZZ
180 165,000.00 1
475 MINEOLA BOULEVARD 8.250 1,600.74 50
8.000 1,600.74 330,000.00
WILLISTON PARK NY 11596 1 08/02/96 00
21539235 05 10/01/96 0
21539235 O 09/01/11
0
1512090 369/G01 F 248,200.00 ZZ
180 247,450.40 1
412 DRIFTWOOD COURT 7.500 2,300.85 63
7.250 2,300.85 398,000.00
AZLE TX 76020 2 07/16/96 00
0430002519 05 09/01/96 0
49942121 O 08/01/11
0
1512434 375/728 F 378,000.00 ZZ
180 374,737.04 1
1931 WYNDALE ST 8.125 3,639.70 90
7.875 3,639.70 420,000.00
HOUSTON TX 77030 2 05/17/96 04
0380493339 05 07/01/96 12
414083 O 06/01/11
0
1512506 638/G01 F 160,000.00 ZZ
180 159,516.78 1
1 POWDERFARM COURT 7.500 1,483.22 73
7.250 1,483.22 220,050.00
PERRY HILL MD 21128 1 07/16/96 00
0430003152 05 09/01/96 0
1
8584226 O 08/01/11
0
1512727 946/728 F 574,000.00 ZZ
180 572,448.58 1
HWY 1 AT RAT CREEK 8.750 5,736.84 70
8.500 5,736.84 820,000.00
BIG SUR CA 93920 1 07/03/96 00
0380488727 05 09/01/96 0
371569 O 08/01/11
0
1512790 575/728 F 268,000.00 ZZ
180 266,376.16 1
6501 DALROY LANE 7.500 2,484.39 55
7.250 2,484.39 494,500.00
BETHESDA MD 20817 1 06/26/96 00
0380490244 05 08/01/96 0
421014584 O 07/01/11
0
1512900 686/G01 F 47,000.00 ZZ
180 46,870.09 1
329 WINGED FOOT ROAD 8.500 462.83 49
8.250 462.83 97,000.00
PALM SPRINGS FL 33461 1 07/02/96 00
0430000463 05 09/01/96 0
17540461 O 08/01/11
0
1512904 686/G01 F 154,900.00 ZZ
180 154,021.37 1
2624 MILLSTREAM DRIVE 8.250 1,502.75 75
8.000 1,502.75 206,580.00
PLANO TX 75075 1 06/27/96 00
0430000422 05 08/01/96 0
17767585 O 07/01/11
0
1512909 686/G01 F 60,000.00 ZZ
180 59,667.13 1
235 JARO STREET N.E. 8.500 590.85 42
8.250 590.85 144,000.00
PALM BAY FL 32907 1 06/25/96 00
0430000471 05 08/01/96 0
17103237 O 07/01/11
0
<PAGE>
1
1512963 975/728 F 199,500.00 ZZ
180 198,393.22 1
730 CLOVERDALE AVENUE 8.500 1,964.56 70
8.250 1,964.56 285,000.00
LOS ANGELES CA 90036 1 06/27/96 00
0380492232 05 08/01/96 0
961853 O 07/01/11
0
1513079 688/728 F 140,000.00 ZZ
180 139,101.10 1
5839 VAN WINKLE LANE 8.500 1,378.64 53
8.250 1,378.64 265,000.00
AUSTIN TX 78739 1 06/28/96 00
0380490160 03 08/01/96 0
0040295 O 07/01/11
0
1513136 E91/728 F 218,000.00 ZZ
180 217,390.67 1
6953 WILDROSE TERRACE 8.375 2,130.79 71
8.125 2,130.79 310,303.00
CARLSBAD CA 92009 1 07/01/96 00
0380491630 03 09/01/96 0
19037 O 08/01/11
0
1513182 F45/F45 F 345,000.00 ZZ
180 342,118.89 1
9 DRUMM COURT 8.500 3,397.35 73
8.250 3,397.35 475,000.00
RAMSEY NJ 07446 1 05/29/96 00
0780361 05 07/01/96 0
0780361 O 06/01/11
0
1513184 F45/F45 F 200,000.00 ZZ
180 198,254.51 1
SMITH LANE 8.000 1,911.30 49
7.750 1,911.30 409,000.00
SOMERS NY 10589 1 05/15/96 00
UNKNOWN 05 07/01/96 0
UNKNOWN O 06/01/11
0
1513187 195/728 F 560,000.00 ZZ
180 558,363.68 1
3193 PACIFIC AVENUE 7.875 5,311.32 74
7.625 5,311.32 760,000.00
1
SAN FRANCISCO CA 94115 1 07/01/96 00
0380491424 01 09/01/96 0
50396 O 08/01/11
0
1513467 998/G01 F 225,000.00 ZZ
180 222,661.20 1
3234 MARILYN COURT 7.875 2,134.02 74
7.625 2,134.02 305,000.00
PLEASANTON CA 94588 5 05/03/96 00
0430008326 05 07/01/96 0
99295487 O 06/01/11
0
1513471 998/G01 F 650,000.00 ZZ
180 643,254.75 1
2506 SOUTH 2ND AVENUE 7.875 6,164.93 60
7.625 6,164.93 1,100,000.00
ARCADIA CA 91006 2 05/17/96 00
0430008359 05 07/01/96 0
99500480 O 06/01/11
0
1513696 601/728 F 284,500.00 ZZ
180 282,776.18 1
2425 SHADY SPRING DRIVE 7.500 2,637.35 72
7.250 2,637.35 396,000.00
CHARLOTTESVILLE VA 22901 2 06/24/96 00
0380491937 05 08/01/96 0
1077757 O 07/01/11
0
1513699 601/728 F 324,000.00 ZZ
180 321,109.70 1
4881 SEASONS DRIVE 7.750 3,049.74 80
7.500 3,049.74 405,000.00
TROY MI 48098 1 05/23/96 00
0380492588 05 07/01/96 0
96030804 O 06/01/11
0
1513778 163/728 F 236,000.00 ZZ
180 234,007.21 1
5427 F.M. 660 8.375 2,306.73 80
8.125 2,306.73 295,000.00
ENNIS TX 75119 2 05/31/96 00
0380492471 03 07/01/96 0
55661732 O 06/01/11
0
<PAGE>
1
1513781 163/728 F 243,750.00 ZZ
180 242,352.00 1
3814 GRENNOCH ST 8.125 2,347.03 60
7.875 2,347.03 407,000.00
HOUSTON TX 77025 2 06/19/96 00
0380500935 05 08/01/96 0
12067 O 07/01/11
0
1513783 163/728 F 284,000.00 ZZ
180 282,316.48 1
5725 WESTWOOD DRIVE 7.750 2,673.22 58
7.500 2,673.22 492,000.00
MUSKEGON MI 49441 2 06/13/96 00
0380493917 05 08/01/96 0
372436096 O 07/01/11
0
1513788 163/728 F 283,500.00 T
180 281,891.91 1
450 TARPON BLVD. 8.250 2,750.35 90
8.000 2,750.35 315,000.00
FRIPP ISLAND SC 29920 1 06/10/96 14
0380493958 03 08/01/96 25
2240079396 O 07/01/11
0
1513830 375/728 F 270,000.00 ZZ
180 268,468.49 1
2 RIVER RIDGE ROAD 8.250 2,619.38 75
8.000 2,619.38 360,000.00
LITTLE ROCK AR 72207 2 06/21/96 00
0380491184 05 08/01/96 0
620605 O 07/01/11
0
1513874 776/728 F 307,500.00 ZZ
180 306,601.49 1
26361 VIA CANON 7.875 2,916.48 75
7.625 2,916.48 410,000.00
DANA POINT CA 92624 5 07/02/96 00
0380493446 05 09/01/96 0
2133991 O 08/01/11
0
1513875 776/728 F 244,000.00 ZZ
180 243,325.57 1
1
16063 OAK TREE CROSSING 8.500 2,402.76 61
8.250 2,402.76 400,000.00
CHINO HILLS CA 91709 2 07/02/96 00
0380493453 05 09/01/96 0
2134895 O 08/01/11
0
1513878 201/728 F 250,000.00 ZZ
180 247,818.10 1
11505 SW 93 COURT 8.000 2,389.14 68
MIAMI 7.750 2,389.14 372,000.00
COUNTY OF DADE FL 33173 1 05/23/96 00
0380494345 05 07/01/96 0
4100894858 O 06/01/11
0
1513901 385/385 F 650,000.00 ZZ
180 638,290.08 1
RANCH ROAD 7.750 6,118.29 61
7.500 6,118.29 1,070,000.00
GEORGE WEST TX 78022 2 02/01/96 00
1523570 05 04/01/96 0
1523570 O 03/01/11
0
1513979 964/728 F 236,250.00 ZZ
180 235,625.67 1
343 CHERRY DRIVE 9.000 2,396.21 75
8.750 2,396.21 315,000.00
PASADENA CA 91105 1 07/01/96 00
0380489592 05 09/01/96 0
18975 O 08/01/11
0
1514018 163/728 F 284,400.00 ZZ
180 282,804.61 1
2304 ELLINGHAM DRIVE 8.375 2,779.80 90
8.125 2,779.80 316,000.00
WICHITA FALLS TX 76308 1 06/11/96 14
0380500927 05 08/01/96 25
UNKNOWN O 07/01/11
0
1514020 163/728 F 230,000.00 ZZ
180 228,666.23 1
2281 HIGHWAY 108 8.000 2,198.00 61
7.750 2,198.00 380,000.00
JASPER GA 30143 2 05/31/96 00
0380494378 05 08/01/96 0
<PAGE>
1
UNKNOWN O 07/01/11
0
1514110 893/728 F 255,000.00 ZZ
180 254,295.16 1
397 SAILFISH ISLE 8.500 2,511.09 53
8.250 2,511.09 485,000.00
FOSTER CITY CA 94404 5 07/08/96 00
0380493552 05 09/01/96 0
7896 O 08/01/11
0
1514294 025/025 F 380,000.00 ZZ
180 377,796.38 1
2477 RIVER ROAD 8.000 3,631.48 60
7.750 3,631.48 640,000.00
MURFREESBORO TN 37129 5 06/18/96 00
257567 05 08/01/96 0
257567 O 07/01/11
0
1514297 025/025 F 270,000.00 ZZ
180 268,518.71 1
233 S. ATLANTIC AVENUE 8.625 2,678.62 74
8.375 2,678.62 365,000.00
COCOA BEACH FL 32931 5 06/14/96 00
461668 05 08/01/96 0
461668 O 07/01/11
0
1514374 B77/728 F 61,950.00 ZZ
180 61,786.29 1
101 BARLEY SHEAF DRIVE 9.000 628.34 52
8.750 628.34 120,000.00
EAST NORRITON R PA 19401 1 08/02/96 00
0380501404 09 09/01/96 0
95301890 O 08/01/11
0
1514400 270/728 F 81,600.00 ZZ
180 81,142.25 1
351 LAKESIDE LANE 8.375 797.58 75
8.125 797.58 110,000.00
HOUSTON TX 77058 2 06/24/96 00
0380493271 01 08/01/96 0
4923900 O 07/01/11
0
1
1514709 136/728 F 187,500.00 ZZ
180 186,436.44 1
924 ROUTE 9W 8.250 1,819.02 75
8.000 1,819.02 250,000.00
GRANDVIEW NY 10960 1 07/01/96 00
0380494774 05 08/01/96 0
1107929 O 07/01/11
0
1514804 439/G01 F 400,000.00 ZZ
180 397,700.79 1
13585 STRUZENBERG COURT 8.100 3,845.74 73
7.850 3,845.74 550,000.00
MORGAN HILL CA 95037 1 06/04/96 00
0430008789 05 08/01/96 0
1853508 O 07/01/11
0
1514805 439/G01 F 80,000.00 ZZ
180 79,546.21 1
2400 SOUTHEAST LINDENBROOK DR 8.250 776.12 39
8.000 776.12 208,000.00
MILWAUKIE OR 97222 1 05/30/96 00
0430008797 05 08/01/96 0
1855778 O 07/01/11
0
1514806 439/G01 F 63,700.00 ZZ
180 63,170.38 1
7802 GENEVA LANE 8.550 629.15 75
8.300 629.15 85,000.00
SARASOTA FL 34243 1 05/31/96 00
0430008805 01 07/01/96 0
1855844 O 06/01/11
0
1514807 439/G01 F 30,000.00 ZZ
180 29,752.77 1
10257 NW 53RD COURT 8.650 298.07 14
8.400 298.07 215,000.00
CORAL SPRINGS FL 33076 5 05/24/96 00
0430008821 05 07/01/96 0
1856502 O 06/01/11
0
1514808 439/G01 F 59,800.00 ZZ
180 59,457.76 1
2735 EEAST GLENOAKS BOULEVARD 8.150 576.68 24
7.900 576.68 259,800.00
<PAGE>
1
GLENDALE CA 91206 1 06/18/96 00
0430008896 05 08/01/96 0
1858801 O 07/01/11
0
1514809 439/G01 F 295,000.00 ZZ
180 292,547.32 1
2625 CLARENDON AVENUE 8.550 2,913.64 80
8.300 2,913.64 370,000.00
STOCKTON CA 95204 2 05/23/96 00
0430008904 05 07/01/96 0
1859002 O 06/01/11
0
1514811 439/G01 F 293,100.00 ZZ
180 291,422.68 1
1364 LAKEVIEW DR 8.150 2,826.46 80
7.900 2,826.46 366,400.00
SOUTHLAKE TX 76092 1 06/13/96 00
0430008920 05 08/01/96 0
1859783 O 07/01/11
0
1514813 439/G01 F 25,000.00 ZZ
180 24,862.27 1
2929 E JOAQUIN PL 8.900 252.09 28
8.650 252.09 90,100.00
FRESNO CA 93726 1 06/12/96 00
0430008938 05 08/01/96 0
1861017 O 07/01/11
0
1514814 439/G01 F 35,000.00 T
180 34,808.39 1
2101 SUNSET POINT ROAD #1104 8.650 347.75 59
8.400 347.75 59,500.00
CLEARWATER FL 34625 5 06/11/96 00
0430008946 01 08/01/96 0
1861300 O 07/01/11
0
1514815 439/G01 F 25,000.00 ZZ
180 24,867.95 1
7229 BAYBERRY LANE 9.050 254.32 12
8.800 254.32 220,000.00
DARIEN IL 60561 5 06/17/96 00
0430008953 05 08/01/96 0
1861337 O 07/01/11
0
1
1514816 439/G01 F 27,500.00 ZZ
180 27,347.42 1
850 THREADNEEDLE STREET #81 8.500 270.81 58
8.250 270.81 47,500.00
HOUSTON TX 77079 1 06/28/96 00
0430011593 01 08/01/96 0
1861890 O 07/01/11
0
1514817 439/G01 F 300,000.00 ZZ
180 298,386.89 1
1033 MONTE CRISTO LANE 8.850 3,016.09 53
8.600 3,016.09 575,000.00
SANTA BARBARA CA 93108 1 06/13/96 00
0430009001 05 08/01/96 0
1862738 O 07/01/11
0
1514821 439/G01 F 52,500.00 ZZ
180 52,212.61 1
8352 LULLABY LANE 8.650 521.62 39
8.400 521.62 135,000.00
PANORAMA CITY CA 91402 5 05/31/96 00
0430009027 05 08/01/96 0
1859196 O 07/01/11
0
1514822 439/G01 F 335,900.00 ZZ
180 335,016.33 1
4000 GRANITE CREEK ROAD 9.050 3,416.92 70
8.800 3,416.92 480,000.00
SCOTTS VALLEY CA 95066 2 06/24/96 00
0430009035 05 09/01/96 0
1857806 O 08/01/11
0
1514836 686/G01 F 67,000.00 ZZ
180 66,813.97 1
1619 6TH STREET 8.450 657.82 58
8.200 657.82 117,500.00
LOS OSOS CA 93402 2 07/01/96 00
0430002766 05 09/01/96 0
817560840 O 08/01/11
0
1514840 686/G01 F 222,000.00 ZZ
180 221,393.21 1
<PAGE>
1
4520 MIDDLETON LANE 8.625 2,202.42 75
8.375 2,202.42 296,000.00
BETHESDA MD 20814 2 06/28/96 00
0430002824 05 09/01/96 0
817689102 O 08/01/11
0
1514858 686/G01 F 59,350.00 ZZ
180 59,187.78 1
1 PINE CIRCLE 8.625 588.80 63
8.375 588.80 95,000.00
PORTER TX 77365 2 07/03/96 00
0430002873 03 09/01/96 0
817767528 O 08/01/11
0
1514862 686/G01 F 81,700.00 ZZ
180 81,481.64 1
11303 LAKEVIEW DR 8.875 822.60 75
UNIT #8 BLDG M 8.625 822.60 109,000.00
CORAL SPRINGS FL 33071 1 07/05/96 00
0430002980 01 09/01/96 0
817566946 O 08/01/11
0
1514863 686/G01 F 143,600.00 ZZ
180 143,216.21 1
3728 LAKERIDGE PASS 8.875 1,445.83 75
8.625 1,445.83 191,500.00
NASHVILLE TN 37214 1 07/08/96 00
0430003038 03 09/01/96 0
817765605 O 08/01/11
0
1514869 686/G01 F 50,000.00 ZZ
180 49,864.85 1
8521 E BRIDGEPORT AVENUE 8.750 499.73 50
8.500 499.73 101,000.00
SPOKANE WA 99212 5 07/01/96 00
0430002956 05 09/01/96 0
817753585 O 08/01/11
0
1514870 686/G01 F 280,000.00 ZZ
180 278,390.55 1
2140 CARMELITA DRIVE 8.100 2,692.02 80
7.850 2,692.02 350,000.00
SAN CARLOS CA 94070 2 06/19/96 00
0430002840 05 08/01/96 0
1
817489180 O 07/01/11
0
1514873 686/G01 F 32,000.00 ZZ
180 31,911.55 1
1200 N ATLANTIC BLVD 8.500 315.12 52
UNIT 504 8.250 315.12 62,500.00
FT LAUDERDALE FL 33304 1 07/12/96 00
0430002816 08 09/01/96 0
817567332 O 08/01/11
0
1514874 686/G01 F 452,000.00 ZZ
180 450,679.25 1
10 NICOSIA 7.875 4,287.00 80
7.625 4,287.00 565,000.00
LAGUNA NIGUEL CA 92677 1 07/09/96 00
0430002790 03 09/01/96 0
817658024 O 08/01/11
0
1514875 686/G01 F 72,750.00 ZZ
180 72,548.91 1
2499 VAN FLEET CIRCLE 8.500 716.40 75
8.250 716.40 97,000.00
DORAVILLE GA 30360 1 07/12/96 00
0430002832 05 09/01/96 0
817691447 O 08/01/11
0
1514897 E22/728 F 300,000.00 ZZ
180 298,317.09 1
4646 CHEROKEE TRAIL 8.375 2,932.28 32
8.125 2,932.28 950,000.00
DALLAS TX 75209 1 06/28/96 00
0410155485 05 08/01/96 0
410155485 O 07/01/11
0
1515061 976/728 F 214,850.00 ZZ
180 213,658.06 1
2009 OAK RIVER STREET 8.500 2,115.72 75
8.250 2,115.72 286,500.00
LAS VEGAS NV 89134 1 06/19/96 00
0380494733 03 08/01/96 0
138076 O 07/01/11
0
<PAGE>
1
1515082 526/G01 F 316,000.00 ZZ
180 314,246.92 1
2140 DEL MONTE DRIVE 8.500 3,111.78 80
8.250 3,111.78 395,000.00
HOUSTON TX 77024 1 06/19/96 00
0430004952 05 08/01/96 0
133631 O 07/01/11
0
1515129 286/286 F 288,700.00 ZZ
180 285,402.23 1
ROUTE 2 BOX 180 8.250 2,800.80 75
8.000 2,800.80 385,000.00
NEW ALEXANDRIA PA 15670 5 04/18/96 00
931465 05 06/01/96 0
931465 O 05/01/11
0
1515130 286/286 F 300,000.00 ZZ
180 298,279.39 1
4122 N MERIDIAN ST 8.125 2,888.65 68
7.875 2,888.65 442,500.00
INDIANAPOLIS IN 46208 1 06/17/96 00
8434862 05 08/01/96 0
8434862 O 07/01/11
0
1515131 286/286 F 336,000.00 ZZ
180 334,156.60 1
605 BRIER ST 8.625 3,333.40 68
8.375 3,333.40 495,000.00
KENILWORTH IL 60043 5 06/24/96 00
914536 05 08/01/96 0
914536 O 07/01/11
0
1515136 286/286 F 224,000.00 ZZ
180 222,087.55 1
8541 HELMSMAN CIR 8.250 2,173.12 79
8.000 2,173.12 284,000.00
INDIANAPOLIS IN 45256 1 05/29/96 00
8434620 03 07/01/96 0
8434620 O 06/01/11
0
1515138 286/286 F 343,000.00 ZZ
180 341,097.13 1
2616 EDGEHILL RD 8.500 3,377.66 72
8.250 3,377.66 480,000.00
1
TOLEDO OH 43615 2 06/06/96 00
8357914 05 08/01/96 0
8357914 O 07/01/11
0
1515141 286/286 F 271,200.00 ZZ
180 269,678.65 1
7117 BRIAR COVE DR 8.375 2,650.78 80
8.125 2,650.78 339,000.00
DALLAS TX 75240 1 06/17/96 00
8428674 05 08/01/96 0
8428674 O 07/01/11
0
1515237 640/G01 F 428,100.00 ZZ
180 421,554.11 1
8995 FOREST HILL 7.500 3,968.54 75
IRENE COVE 7.250 3,968.54 575,000.00
GERMANTOWN TN 38139 2 03/12/96 00
0430005116 05 05/01/96 0
5677737 O 04/01/11
0
1515250 936/728 F 230,000.00 ZZ
180 229,342.66 1
29326 NORTHEAST 16TH PLACE 8.125 2,214.63 62
7.875 2,214.63 375,000.00
CARNATION WA 98014 5 07/10/96 00
0380496803 05 09/01/96 0
6089064 O 08/01/11
0
1515251 936/728 F 235,000.00 ZZ
180 234,364.83 1
123 OCEAN DRIVE EAST 8.750 2,348.71 60
8.500 2,348.71 395,000.00
STAMFORD CT 06902 5 07/11/96 00
0380496845 05 09/01/96 0
6078422 O 08/01/11
0
1515269 559/G01 F 280,000.00 ZZ
180 279,208.60 1
2535 DE KOVEN AVENUE 8.250 2,716.40 57
8.000 2,716.40 495,000.00
BELMONT CA 94002 1 07/01/96 00
0430001834 05 09/01/96 0
5337886 O 08/01/11
0
<PAGE>
1
1515578 562/728 F 238,000.00 ZZ
180 237,356.73 1
224-46 76TH AVENUE 8.750 2,378.69 70
8.500 2,378.69 340,000.00
BAYSIDE NY 11364 1 07/18/96 00
0380496514 05 09/01/96 0
517854 O 08/01/11
0
1515693 964/G01 F 579,600.00 ZZ
180 577,961.82 1
15950 BLACKBERRY HILL ROAD 8.250 5,622.93 70
8.000 5,622.93 828,000.00
LOS GATOS CA 95032 1 07/12/96 00
0430001941 05 09/01/96 0
19058 O 08/01/11
0
1515781 936/728 F 221,000.00 ZZ
180 220,395.94 1
4797 ST. ANDREWS DRIVE 8.625 2,192.50 90
8.375 2,192.50 246,000.00
WESTERVILLE OH 43082 1 07/12/96 10
0380497470 05 09/01/96 25
6036453 O 08/01/11
0
1515788 375/G01 F 31,400.00 ZZ
180 31,313.21 1
7576 JERSEY MILL RD 8.500 309.21 22
8.250 309.21 145,000.00
ALEXANDRIA OH 43001 2 07/11/96 00
0430002329 05 09/01/96 0
327599 O 08/01/11
0
1515791 830/830 F 314,400.00 ZZ
180 313,540.65 1
1907 EAST VINTAGE WOODS COURT 8.625 3,119.10 80
8.375 3,119.10 393,000.00
SALT LAKE CITY UT 84117 1 07/19/96 00
1821404 05 09/01/96 0
1821404 O 08/01/11
0
1515830 E22/G01 F 105,000.00 ZZ
180 104,716.21 1
1
3829 GLOBE AVENUE 8.750 1,049.42 62
8.500 1,049.42 170,000.00
CULVER CITY CA 90230 1 07/16/96 00
0410183149 05 09/01/96 0
410183149 O 08/01/11
0
1515873 147/728 F 50,500.00 ZZ
180 50,357.26 1
2519 BLUE ROSE DRIVE 8.250 489.93 51
8.000 489.93 100,000.00
MISSOURI CITY TX 77459 1 08/01/96 00
0380504341 03 09/01/96 0
483976 O 08/01/11
0
1515902 076/076 F 387,650.00 ZZ
180 386,517.29 1
203 HICKORY CREEK LANE 7.875 3,676.66 80
7.625 3,676.66 484,587.00
LITTLE ROCK AR 72212 1 07/01/96 00
UNKNOWN 03 09/01/96 0
UNKNOWN O 08/01/11
0
1515919 171/G01 F 70,000.00 ZZ
180 69,806.51 1
333 EAST DEER CREEK LANE 8.500 689.32 46
8.250 689.32 153,000.00
FRESNO CA 93720 1 07/19/96 00
0430002691 03 09/01/96 0
45083765 O 08/01/11
0
1516117 661/661 F 185,000.00 ZZ
180 182,233.67 1
1150 PALOMAR DRIVE 8.250 1,794.77 29
8.000 1,794.77 650,000.00
REDWOOD CITY CA 94062 5 06/17/96 00
2548030 05 08/01/96 0
2548030 O 07/01/11
0
1516126 661/661 F 50,001.00 ZZ
180 49,554.98 1
RURAL ROUTE 1 BOX 429 7.750 470.64 48
7.500 470.64 105,000.00
MUNCY PA 17756 5 05/15/96 00
2470706 05 07/01/96 0
<PAGE>
1
2470706 O 06/01/11
0
1516130 661/661 F 119,000.00 ZZ
180 117,625.72 1
263 CIRQUE DRIVE 8.125 1,145.83 50
7.875 1,145.83 240,000.00
BOZEMAN MT 59715 2 04/18/96 00
2457132 05 06/01/96 0
2457132 O 05/01/11
0
1516369 975/728 F 310,000.00 ZZ
180 309,133.52 1
2450 MELVILLE DRIVE 8.375 3,030.02 51
8.125 3,030.02 610,000.00
SAN MARINO CA 91108 1 07/22/96 00
0380498288 05 09/01/96 0
961796 O 08/01/11
0
1516389 637/G01 F 218,000.00 ZZ
180 216,138.78 1
416 ROWAYTON AVENUE 8.250 2,114.91 78
8.000 2,114.91 280,000.00
NORWALK CT 06854 2 05/24/96 00
0430013854 05 07/01/96 0
9034992 O 06/01/11
0
1516392 637/G01 F 283,000.00 ZZ
180 282,252.12 1
2158 EAST 12TH STREET 9.000 2,870.38 95
8.750 2,870.38 300,000.00
BROOKLYN NY 11229 1 07/08/96 11
0430003376 05 09/01/96 30
9103144 O 08/01/11
0
1516396 637/G01 F 190,000.00 ZZ
180 188,957.60 2
2428 64TH STREET 8.625 1,884.96 48
8.375 1,884.96 400,000.00
BROOKLYN NY 11204 2 06/20/96 00
0430006577 05 08/01/96 0
4739231 O 07/01/11
0
1
1516434 A13/728 F 220,000.00 ZZ
180 218,478.45 1
COUNTY ROAD 415 7.750 2,070.81 80
7.500 2,070.81 275,000.00
GRNDVIEW TX 76050 4 06/28/96 00
0380505009 05 08/01/96 0
950034962 O 07/01/11
0
1516443 429/429 F 216,500.00 ZZ
180 213,802.35 1
123 MILLWOOD ST 7.250 1,976.35 62
7.000 1,976.35 350,000.00
FRAMINGHAM MA 01701 2 04/01/96 00
10297430 03 06/01/96 0
10297430 O 05/01/11
0
1516456 429/429 F 270,000.00 ZZ
180 258,715.16 1
18 ACORN DRIVE 7.750 2,541.45 38
7.500 2,541.45 715,000.00
ANDOVER MA 01810 2 07/27/95 00
21157938 05 09/01/95 0
21157938 O 08/01/10
0
1516476 429/429 F 227,700.00 ZZ
180 224,329.35 1
51 ALISON LANE 7.875 2,159.62 90
7.625 2,159.62 253,000.00
WHITE LAKE MI 48386 1 03/19/96 14
21352414 05 05/01/96 12
21352414 O 04/01/11
0
1517240 731/G01 F 132,000.00 ZZ
180 131,666.62 1
3015 LA PAZ LANE, #B 9.500 1,378.38 73
9.250 1,378.38 182,500.00
DIAMOND BAR CA 91765 1 07/22/96 00
0430008441 01 09/01/96 0
412010001 O 08/01/11
0
1517241 975/728 F 250,000.00 ZZ
180 249,316.68 1
21305 VIA DE LA ESPUELA 8.625 2,480.20 74
8.375 2,480.20 340,000.00
<PAGE>
1
YORBA LINDA CA 92686 5 07/17/96 00
0380501552 05 09/01/96 0
961906 O 08/01/11
0
1517578 696/G01 F 266,400.00 ZZ
180 265,655.39 1
8386 GOVERNORS RUN 8.375 2,603.86 80
8.125 2,603.86 333,000.00
ELLICOTT CITY MD 21043 1 07/31/96 00
0430009191 03 09/01/96 0
3014505 O 08/01/11
0
1517660 106/106 F 250,000.00 ZZ
180 247,112.84 1
53 COTTAGE PLACE DRIVE 8.125 2,407.21 80
7.875 2,407.21 315,000.00
WASHINGTON TOWN NJ 08691 4 04/25/96 00
3812740 03 06/01/96 0
3812740 O 05/01/11
0
1517661 106/106 F 300,000.00 ZZ
180 296,180.79 1
145 SYCAMORE LANE 7.000 2,696.49 69
6.750 2,696.49 435,000.00
FAIRFIELD CT 06430 1 04/09/96 00
3878345 05 06/01/96 0
3878345 O 05/01/11
0
1517662 106/106 F 273,000.00 ZZ
180 268,778.00 163
111 EAST 85TH STREET #26A 8.375 2,668.38 65
8.125 2,668.38 420,000.00
NEW YORK NY 10028 1 04/25/96 00
5940192 12 06/01/96 0
5940192 O 05/01/11
0
1517663 106/106 F 970,000.00 ZZ
180 955,007.84 1
1208 WINDROCK DRIVE 7.375 8,923.26 65
7.125 8,923.26 1,500,000.00
MCLEAN VA 22102 2 03/29/96 00
5942024 03 05/01/96 0
5942024 O 04/01/11
0
1
1517664 106/106 F 300,000.00 ZZ
180 298,354.11 1
91 VALLEYWOOD ROAD 8.625 2,976.25 79
8.375 2,976.25 380,000.00
COS COB CT 06807 1 06/14/96 00
5985353 05 08/01/96 0
5985353 O 07/01/11
0
1517665 106/106 F 270,000.00 ZZ
180 263,704.70 1
20 ECHO DRIVE 7.625 2,522.16 65
7.375 2,522.16 420,000.00
SPARTA NJ 07871 2 04/18/96 00
5948336 05 06/01/96 0
5948336 O 05/01/11
0
1517666 106/106 F 975,000.00 ZZ
180 963,862.83 1
902 HELGA PLACE 8.250 9,458.87 70
8.000 9,458.87 1,400,000.00
MCLEAN VA 22102 2 04/30/96 00
5956123 03 06/01/96 0
5956123 O 05/01/11
0
1517667 106/106 F 285,900.00 ZZ
180 283,404.81 1
15 MARBELLA COURT 8.000 2,732.21 80
7.750 2,732.21 357,500.00
PALM COAST FL 32137 1 05/17/96 00
5957774 03 07/01/96 0
5957774 O 06/01/11
0
1517668 106/106 F 220,500.00 ZZ
180 217,897.28 1
220 SOUTH HOMEWOOD AVE 7.875 2,091.34 90
7.625 2,091.34 245,000.00
PITTSBURGH PA 15208 1 04/26/96 14
5958715 05 06/01/96 25
5958715 O 05/01/11
0
1517669 106/106 F 275,000.00 ZZ
180 273,457.32 1
<PAGE>
1
15 GRAY SQUIRREL DRIVE 8.375 2,687.93 59
8.125 2,687.93 467,000.00
NEW CANAAN CT 06840 1 06/14/96 00
5959259 05 08/01/96 0
5959259 O 07/01/11
0
1517670 106/106 F 224,000.00 ZZ
180 222,149.96 231
1175 YORK AVENUE #12E 8.625 2,222.27 80
8.375 2,222.27 280,000.00
NEW YORK NY 10001 1 05/14/96 00
5960729 11 07/01/96 0
5960729 O 06/01/11
0
1517671 106/106 F 276,000.00 ZZ
180 272,881.74 1
18 SHRUB HOLLOW ROAD 8.375 2,697.70 80
8.125 2,697.70 345,000.00
ROSLYN NY 11576 1 04/25/96 00
5960760 05 06/01/96 0
5960760 O 05/01/11
0
1517672 106/106 F 280,000.00 ZZ
120 275,313.96 1
1131 MILLSTONE RUN 7.750 3,360.30 71
7.500 3,360.30 395,000.00
BOGART GA 30622 5 05/01/96 00
5967583 03 07/01/96 0
5967583 O 06/01/06
0
1517673 106/106 F 240,000.00 T
180 237,167.15 1
10258 EAST GOLD DUST AVE 7.875 2,276.28 80
7.625 2,276.28 300,000.00
SCOTTSDALE AZ 85258 1 04/24/96 00
5971080 03 06/01/96 0
5971080 O 05/01/11
0
1517674 106/106 F 220,000.00 ZZ
180 217,994.23 1
161 WEST 61ST STREET #14/A-15A 7.500 2,039.43 76
7.250 2,039.43 290,000.00
NEW YORK NY 10023 1 05/10/96 00
5971759 01 07/01/96 0
1
5971759 O 06/01/11
0
1517676 106/106 F 384,000.00 ZZ
180 381,821.86 1
6240 N. PALO CRISTI RD. 8.250 3,725.34 80
8.000 3,725.34 480,000.00
PARADISE VALLEY AZ 85253 4 06/04/96 00
5975578 05 08/01/96 0
5975578 O 07/01/11
0
1517677 106/106 F 250,000.00 ZZ
180 248,485.20 1
2 BIRD SONG COURT 7.500 2,317.54 45
7.250 2,317.54 559,000.00
CHESTER NJ 07930 1 06/03/96 00
5976568 05 08/01/96 0
5976568 O 07/01/11
0
1517679 106/106 F 300,000.00 ZZ
180 299,113.67 1
330 EAST 33RD STREET 19H & 19J 7.750 2,823.83 58
7.500 2,823.83 520,000.00
NEW YORK NY 10016 1 07/30/96 00
7601354 01 09/01/96 0
7601354 O 08/01/11
0
1517680 106/106 F 600,000.00 ZZ
180 596,520.60 1
811 HARVEY STREET 8.000 5,733.92 78
7.750 5,733.92 769,900.00
RALEIGH NC 27608 1 06/12/96 00
7607823 05 08/01/96 0
7607823 O 07/01/11
0
1517681 106/106 F 250,000.00 ZZ
180 247,550.24 1
330 EAST 33RD STREET UNIT 3C 8.000 2,389.14 76
7.750 2,389.14 330,000.00
NEW YORK NY 10016 1 06/26/96 00
7612690 01 08/01/96 0
7612690 O 07/01/11
0
<PAGE>
1
1517682 106/106 F 319,500.00 ZZ
180 318,606.96 1
3754 BEACH COURT 8.375 3,122.88 90
8.125 3,122.88 355,000.00
SEABROOK ISLAND SC 29455 1 07/29/96 14
7625908 05 09/01/96 25
7625908 O 08/01/11
0
1517689 E82/G01 F 125,000.00 ZZ
180 124,622.48 1
26 SUMMER STREET 7.500 1,158.77 68
7.250 1,158.77 184,400.00
PORTSMOUTH NH 03801 5 07/26/96 00
0400020061 05 09/01/96 0
002006C1HCF O 08/01/11
0
1517794 F13/F13 F 265,000.00 ZZ
180 265,000.00 1
2 WOODSWORTH COURT 7.875 2,513.39 64
7.625 2,513.39 415,000.00
WAYNE PA 19087 1 08/01/96 00
112246437 05 10/01/96 0
112246437 O 09/01/11
0
1517823 106/106 F 300,000.00 ZZ
180 295,212.02 1
230 HALF MILE ROAD 7.000 2,696.49 65
6.750 2,696.49 465,000.00
FAIRFIELD CT 06490 1 03/29/96 00
5946462 05 05/01/96 0
5946462 O 04/01/11
0
1517846 405/405 F 260,000.00 ZZ
180 255,005.97 1
2706 BERWYN ROAD 7.000 2,336.95 68
6.750 2,336.95 385,000.00
UPPER ARLINGTON OH 43221 5 02/28/96 00
577714612 05 04/01/96 0
577714612 O 03/01/11
0
1517898 074/074 F 280,000.00 ZZ
180 277,447.19 1
19 GRIFFEN COURT 7.500 2,595.64 57
7.250 2,595.64 496,000.00
1
MILLER PLACE NY 11764 1 05/03/96 00
1106000573 05 07/01/96 0
1106000573 O 06/01/11
0
1517899 074/074 F 461,400.00 ZZ
180 458,634.70 1
8 SHEN COURT 7.625 4,310.08 79
7.375 4,310.08 585,000.00
EAST SETAUKET NY 11733 1 06/21/96 00
1106008950 05 08/01/96 0
1106008950 O 07/01/11
0
1517900 074/074 F 150,000.00 ZZ
180 148,676.44 1
NO # JENNA COURT 7.875 1,422.68 60
7.625 1,422.68 250,000.00
HOLBROOK NY 11741 1 05/31/96 00
1111018658 05 07/01/96 0
1111018658 O 06/01/11
0
1517901 074/074 F 30,000.00 ZZ
180 29,749.44 432
185 WEST END AVENUE, #17M 8.500 295.43 17
8.250 295.43 180,000.00
NEW YORK NY 10023 1 05/08/96 00
1111037812 11 07/01/96 0
1111037812 O 06/01/11
0
1517903 074/074 F 268,000.00 ZZ
180 264,972.11 1
302 WEST 12TH STREET 8.375 2,619.51 80
UNIT #15A 8.125 2,619.51 335,000.00
NEW YORK NY 10014 1 04/29/96 00
1111042834 06 06/01/96 0
1111042834 O 05/01/11
0
1517904 074/074 F 51,750.00 ZZ
180 51,308.17 102
172 EAST 4TH STREET, APT. #3A 8.250 502.05 75
8.000 502.05 69,000.00
NEW YORK NY 10009 1 05/20/96 00
1111043780 11 07/01/96 0
1111043780 O 06/01/11
0
<PAGE>
1
1517906 074/074 F 600,000.00 ZZ
180 596,404.05 1
111 WHITEHALL BLVD. 7.625 5,604.78 72
7.375 5,604.78 840,000.00
GARDEN CITY NY 11530 5 06/19/96 00
1111051609 05 08/01/96 0
1111051609 O 07/01/11
0
1517907 074/074 F 260,000.00 ZZ
180 255,247.17 1
53 CREST ROAD 6.750 2,300.77 71
6.500 2,300.77 370,000.00
HILLSDALE NJ 07642 1 03/04/96 00
1112047560 05 05/01/96 0
1112047560 O 04/01/11
0
1517910 074/074 F 280,000.00 ZZ
180 275,718.61 1
570 DEN ROAD 7.500 2,595.64 75
7.250 2,595.64 375,000.00
STAMFORD CT 06903 2 03/18/96 00
1112060434 05 05/01/96 0
1112060434 O 04/01/11
0
1517911 074/074 F 235,000.00 ZZ
180 231,128.02 1
18 GERIK ROAD 6.625 2,063.29 78
6.375 2,063.29 305,000.00
STAMFORD CT 06905 1 03/20/96 00
1112061528 05 05/01/96 0
1112061528 O 04/01/11
0
1517913 074/074 F 500,000.00 ZZ
180 493,968.54 1
27 TERRACE COURT 7.625 4,670.65 39
7.375 4,670.65 1,310,000.00
OLD WESTBURY NY 11568 5 03/29/96 00
1112064468 05 06/01/96 0
1112064468 O 05/01/11
0
1517914 074/074 F 657,500.00 ZZ
180 649,395.21 1
1
11 PITCH ROAD 7.375 6,048.50 54
7.125 6,048.50 1,225,000.00
LITCHFIELD CT 06759 2 04/12/96 00
1112067069 05 06/01/96 0
1112067069 O 05/01/11
0
1517916 074/074 F 78,000.00 ZZ
180 77,542.66 1
79 CHESTNUT STREET 7.875 739.80 49
7.625 739.80 160,000.00
MOUNT SINAI NY 11766 2 05/31/96 00
1112072820 05 08/01/96 0
1112072820 O 07/01/11
0
1517917 074/074 F 210,000.00 ZZ
180 201,438.64 1
5914 SKIMMER POINT BLVD S 7.500 1,946.73 68
7.250 1,946.73 312,000.00
GULFPORT FL 33707 5 07/24/95 00
1113001645 03 09/01/95 0
1113001645 O 08/01/10
0
1517918 074/074 F 295,000.00 ZZ
180 292,251.48 1
4700 DICKINSON WY 7.250 2,692.95 76
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BUCKINGHAM PA 18901 1 05/31/96 00
1175031893 05 07/01/96 0
1175031893 O 06/01/11
0
1517919 074/074 F 141,400.00 T
180 138,125.72 1
6863 BUCK SPRINGS RD 7.750 1,330.96 70
7.500 1,330.96 202,000.00
PINETOP AZ 85935 1 05/21/96 00
1221156241 05 07/01/96 0
1221156241 O 06/01/11
0
1517920 074/074 F 277,850.00 ZZ
180 276,308.56 1
535 E AGAVE PL 8.500 2,736.10 95
8.250 2,736.10 292,492.00
TUCSON AZ 85704 1 06/05/96 11
1221156456 05 08/01/96 30
<PAGE>
1
1221156456 O 07/01/11
0
1517922 074/074 F 262,400.00 ZZ
180 257,672.79 1
525 SW 16TH STREET 7.750 2,469.91 75
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BOCA RATON FL 33432 1 02/29/96 00
1301109896 03 04/01/96 0
1301109896 O 03/01/11
0
1517923 074/074 F 288,000.00 ZZ
180 285,615.81 1
1213 TAGGARTWOOD ROAD 8.375 2,814.99 80
8.125 2,814.99 360,000.00
BRENTWOOD TN 37027 1 06/21/96 00
1341022374 05 08/01/96 0
1341022374 O 07/01/11
0
1517924 074/074 F 50,000.00 T
180 49,568.39 1
136 N SEAPORT BLVD 8.125 481.44 54
7.875 481.44 93,000.00
CAPE CANAVERAL FL 32920 1 06/03/96 00
1391033667 01 07/01/96 0
1391033667 O 06/01/11
0
1517925 074/074 F 336,000.00 ZZ
180 334,008.21 1
31262 ISLAND DR 7.750 3,162.69 80
7.500 3,162.69 420,000.00
EVERGREEN CO 80439 1 06/07/96 00
1461083996 03 08/01/96 0
1461083996 O 07/01/11
0
1517926 074/074 F 515,750.00 ZZ
180 512,888.78 1
80 MESQUITE DR 8.500 5,078.79 80
8.250 5,078.79 644,700.00
EDWARDS CO 81632 1 06/18/96 00
1461086917 03 08/01/96 0
1461086917 O 07/01/11
0
1
1517929 074/074 F 250,000.00 T
180 247,865.59 1
6786 EAST WACO DRIVE 8.250 2,425.35 46
8.000 2,425.35 550,000.00
SYRACUSE IN 46567 1 05/15/96 00
1500197734 05 07/01/96 0
1500197734 O 06/01/11
0
1517930 074/074 F 350,000.00 ZZ
180 347,109.33 1
1381 EAST 23RD STREET 8.625 3,472.29 75
8.375 3,472.29 470,000.00
BROOKLYN NY 11210 5 05/02/96 00
1500213160 05 07/01/96 0
1500213160 O 06/01/11
0
1517931 074/074 F 200,000.00 T
180 197,664.91 1
1 DEERFIELD NORTH 8.000 1,911.30 67
7.750 1,911.30 300,000.00
VILLAGE OF QUOG NY 11959 1 05/24/96 00
1500215290 05 07/01/96 0
1500215290 O 06/01/11
0
1517934 074/074 F 396,000.00 ZZ
180 389,679.89 1
102 RONSARD LANE 7.000 3,559.36 73
6.750 3,559.36 545,000.00
CARY NC 27511 2 03/27/96 00
1503079370 03 05/01/96 0
1503079370 O 04/01/11
0
1517935 074/074 F 295,000.00 ZZ
180 291,324.22 1
206 DUCK COVE 7.250 2,692.95 50
7.000 2,692.95 600,000.00
MADISON MS 39110 2 04/01/96 00
1503084600 05 06/01/96 0
1503084600 O 05/01/11
0
1517937 074/074 F 208,000.00 ZZ
180 197,969.20 1
500 SAND BAR COURT 8.875 2,094.24 95
8.625 2,094.24 218,950.00
<PAGE>
1
EL PASO TX 79922 1 03/15/95 10
1505016189 05 05/01/95 30
1505016189 O 04/01/10
0
1517939 074/074 F 318,000.00 ZZ
180 311,366.17 1
3821 DECLARATION AVENUE 7.875 3,016.07 80
7.625 3,016.07 400,000.00
CALABASAS CA 91302 2 01/24/96 00
1507095131 05 03/01/96 0
1507095131 O 02/01/11
0
1517941 074/074 F 266,000.00 ZZ
180 263,652.90 1
1092 CAMINO PABLO 7.875 2,522.88 70
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SAN JOSE CA 95125 1 05/24/96 00
1507146200 05 07/01/96 0
1507146200 O 06/01/11
0
1517942 074/074 F 328,050.00 ZZ
180 325,186.94 1
5802 ARCHBISHOP COURT 8.000 3,135.02 90
7.750 3,135.02 364,500.00
ARLINGTON TX 76017 1 05/31/96 14
1509941134 05 07/01/96 12
1509941134 O 06/01/11
0
1517943 074/074 F 480,000.00 ZZ
180 477,337.10 1
2100 INWOOD DIRVE 8.500 4,726.75 80
8.250 4,726.75 600,000.00
HOUSTON TX 77019 1 06/07/96 00
1509942986 03 08/01/96 0
1509942986 O 07/01/11
0
1517945 074/074 F 150,000.00 ZZ
180 147,681.60 1
402 SHORE ROAD 7.375 1,379.89 53
7.125 1,379.89 285,000.00
WESTERLY RI 02891 2 03/18/96 00
1510044682 05 05/01/96 0
1510044682 O 04/01/11
0
1
1517946 074/074 F 283,000.00 ZZ
180 280,475.46 1
12115 OVERCUP DRIVE 7.750 2,663.81 69
7.500 2,663.81 415,000.00
HOUSTON TX 77024 2 05/10/96 00
1511001845 03 07/01/96 0
1511001845 O 06/01/11
0
1517947 074/074 F 254,900.00 ZZ
180 252,650.84 1
61 OAK CIRCLE DRIVE 7.875 2,417.60 68
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BLOUNT SPRINGS AL 35079 2 05/22/96 00
1511017007 05 07/01/96 0
1511017007 O 06/01/11
0
1517948 074/074 F 330,000.00 ZZ
180 328,107.34 1
1115 WEST NANCY CREEK DRIVE 8.125 3,177.51 58
7.875 3,177.51 570,000.00
ATLANTA GA 30319 5 06/07/96 00
1511018021 05 08/01/96 0
1511018021 O 07/01/11
0
1517949 074/074 F 375,000.00 ZZ
180 372,988.13 1
2315 WILSHIRE DRIVE 8.875 3,775.67 63
8.625 3,775.67 600,000.00
GRAYSON GA 30221 5 06/14/96 00
1511020340 05 08/01/96 0
1511020340 O 07/01/11
0
1517950 074/074 F 382,000.00 ZZ
180 377,491.05 1
5921 VENTURE VALLEY ROAD 7.875 3,623.08 78
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SHINGLE SPRINGS CA 95682 2 04/26/96 00
1512005070 05 06/01/96 0
1512005070 O 05/01/11
0
1517952 074/074 F 542,400.00 ZZ
180 539,219.82 1
<PAGE>
1
10208 TONI COURT 7.875 5,144.39 80
7.625 5,144.39 678,000.00
CUPERTINO CA 95014 1 06/05/96 00
1512015685 05 08/01/96 0
1512015685 O 07/01/11
0
1517953 074/074 F 300,000.00 ZZ
180 295,184.77 1
4214 ST ANDREWS DRIVE 7.875 2,845.35 59
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PUEBLO CO 81001 1 05/30/96 00
1513009553 09 07/01/96 0
1513009553 O 06/01/11
0
1517955 074/074 F 265,000.00 ZZ
180 261,872.03 1
CAMINO REAL 3RD SE, OF 7TH AVE 7.875 2,513.40 56
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CARMEL CA 93921 2 04/16/96 00
1561322487 05 06/01/96 0
1561322487 O 05/01/11
0
1517956 074/074 F 400,000.00 ZZ
180 395,380.55 1
333 MARION AVENUE 8.125 3,851.53 74
7.875 3,851.53 545,000.00
MILL VALLEY CA 94941 5 04/01/96 00
1561322964 05 06/01/96 0
1561322964 O 05/01/11
0
1517959 074/074 F 400,000.00 ZZ
180 397,628.81 1
159 LOMBARDY LANE 7.750 3,765.11 60
7.500 3,765.11 675,000.00
ORINDA CA 94563 2 06/25/96 00
1561330678 05 08/01/96 0
1561330678 O 07/01/11
0
1517961 074/074 F 511,600.00 ZZ
180 498,932.47 1
270 SOUTH MOHLER DRIVE 8.250 4,963.24 69
8.000 4,963.24 745,000.00
ANAHEIM CA 92808 2 03/22/96 00
1562150977 03 05/01/96 0
1
1562150977 O 04/01/11
0
1517962 074/074 F 750,000.00 ZZ
180 738,654.97 1
10 EBONY GLADE 7.625 7,005.98 54
7.375 7,005.98 1,390,000.00
LAGUNA NIGUEL CA 92677 2 03/27/96 00
1562151277 03 05/01/96 0
1562151277 O 04/01/11
0
1517963 074/074 F 500,000.00 ZZ
180 494,033.66 1
618 NORTH SIERRA DRIVE 7.750 4,706.38 39
7.500 4,706.38 1,315,000.00
BEVERLY HILLS CA 90210 1 04/11/96 00
1562154810 05 06/01/96 0
1562154810 O 05/01/11
0
1517964 074/074 F 240,000.00 ZZ
180 236,849.71 1
2630 PALMETTO 7.125 2,174.00 55
6.875 2,174.00 440,000.00
TUSTIN CA 92680 2 04/05/96 00
1562155198 03 06/01/96 0
1562155198 O 05/01/11
0
1517965 074/074 F 320,000.00 ZZ
180 316,304.42 1
29000 FRESHWATER DRIVE 8.125 3,081.23 70
7.875 3,081.23 460,000.00
AGOURA HILLS CA 91301 5 04/03/96 00
1562155744 05 06/01/96 0
1562155744 O 05/01/11
0
1517966 074/074 F 731,250.00 ZZ
180 722,805.07 1
2833 DEEP CANYON DRIVE 8.125 7,041.08 75
(BEVERLY HILLS AREA) 7.875 7,041.08 975,000.00
LOS ANGELES CA 90210 1 04/23/96 00
1562155799 03 06/01/96 0
1562155799 O 05/01/11
0
<PAGE>
1
1517967 074/074 F 324,000.00 ZZ
180 321,141.13 1
1662 TUNA CANYON ROAD 7.875 3,072.98 70
7.625 3,072.98 463,500.00
TOPANGA CA 90290 1 05/17/96 00
1562159246 05 07/01/96 0
1562159246 O 06/01/11
0
1517968 074/074 F 248,000.00 ZZ
180 245,763.40 1
3451 BUTTERMILK LANE 7.625 2,316.65 80
7.375 2,316.65 310,000.00
ARCATA CA 95521 1 05/23/96 00
1562159916 05 07/01/96 0
1562159916 O 06/01/11
0
1517973 074/074 F 254,400.00 ZZ
180 252,875.31 1
10104 LAZY J TRAIL 7.625 2,376.43 80
7.375 2,376.43 318,000.00
HELOTES TX 78023 1 06/13/96 00
1563123288 05 08/01/96 0
1563123288 O 07/01/11
0
1517974 074/074 F 390,000.00 ZZ
180 387,713.36 1
4948 CAPE CORAL DRIVE 7.875 3,698.96 89
7.625 3,698.96 440,000.00
DALLAS TX 75287 1 06/05/96 11
1563123299 05 08/01/96 12
1563123299 O 07/01/11
0
1517975 074/074 F 264,000.00 ZZ
180 261,795.30 1
7019 LAKE BALLINGER WAY 8.500 2,599.72 80
8.250 2,599.72 330,000.00
EDMONDS WA 98026 5 05/14/96 00
1565124747 05 07/01/96 0
1565124747 O 06/01/11
0
1517976 074/074 F 360,000.00 ZZ
180 355,562.38 1
14715 SE 56TH ST 7.375 3,311.73 80
7.125 3,311.73 450,000.00
1
BELLEVUE WA 98006 2 04/05/96 00
1565128555 05 06/01/96 0
1565128555 O 05/01/11
0
1517977 074/074 F 56,000.00 ZZ
180 55,451.43 1
3275 POTTER STREET 8.875 563.84 53
8.625 563.84 106,000.00
EUGENE OR 97405 1 05/16/96 00
1565128839 05 07/01/96 0
1565128839 O 06/01/11
0
1517979 074/074 F 311,200.00 ZZ
180 308,513.67 1
4355 FERNBROOK DRIVE 8.125 2,996.49 78
7.875 2,996.49 400,000.00
MERCER ISLAND WA 98040 2 05/02/96 00
1565130455 05 07/01/96 0
1565130455 O 06/01/11
0
1517980 074/074 F 1,000,000.00 ZZ
180 994,327.75 1
6669 NORTH NE WINDERMERE RD. 8.250 9,701.41 61
8.000 9,701.41 1,650,000.00
SEATTLE WA 98115 1 06/10/96 00
1565131221 05 08/01/96 0
1565131221 O 07/01/11
0
1517982 074/074 F 120,000.00 ZZ
180 118,282.17 1
4531 107TH PLACE NE 7.750 1,129.54 78
7.500 1,129.54 155,000.00
MARYSVILLE WA 98271 5 06/03/96 00
1565132858 05 08/01/96 0
1565132858 O 07/01/11
0
1517983 074/074 F 235,000.00 ZZ
180 233,681.70 1
1027 HILLSIDE PARK DRIVE 8.375 2,296.96 62
8.125 2,296.96 380,000.00
BEND OR 97701 1 06/13/96 00
1565133985 03 08/01/96 0
1565133985 O 07/01/11
0
<PAGE>
1
1517986 074/074 F 400,000.00 ZZ
180 395,480.79 1
1111 MAJESTAD LANE 8.375 3,909.71 56
8.125 3,909.71 715,000.00
CHULA VISTA CA 91910 5 05/02/96 00
1567153236 03 07/01/96 0
1567153236 O 06/01/11
0
1517987 074/074 F 291,000.00 ZZ
180 286,290.40 1
5364 BLOCH STREET 8.000 2,780.95 80
7.750 2,780.95 365,000.00
SAN DIEGO CA 92122 2 03/12/96 00
1567153371 05 05/01/96 0
1567153371 O 04/01/11
0
1517988 074/074 F 228,000.00 ZZ
180 225,219.72 1
4803 GATESHEAD ROAD 7.500 2,113.59 80
7.250 2,113.59 285,000.00
CARLSBAD CA 92008 2 04/01/96 00
1567153826 03 06/01/96 0
1567153826 O 05/01/11
0
1517989 074/074 F 232,000.00 ZZ
180 227,378.40 1
15315 HIDDEN VALLEY DRIVE 7.625 2,167.19 80
7.375 2,167.19 290,000.00
POWAY CA 92064 1 04/24/96 00
1567155628 05 06/01/96 0
1567155628 O 05/01/11
0
1517990 074/074 F 338,750.00 ZZ
180 334,837.88 1
7309 GOLDEN STAR LANE 8.125 3,261.77 80
7.875 3,261.77 423,443.00
CARLSBAD CA 92009 1 04/11/96 00
1567156165 03 06/01/96 0
1567156165 O 05/01/11
0
1517991 074/074 F 1,000,000.00 ZZ
180 991,462.34 1
1
6120 HAVENHURST PLACE 8.250 9,701.41 61
8.000 9,701.41 1,650,000.00
SAN DIEGO CA 92037 2 05/01/96 00
1567157248 05 07/01/96 0
1567157248 O 06/01/11
0
1517992 074/074 F 496,000.00 T
180 490,145.41 1
322 A STREET 7.875 4,704.32 80
7.625 4,704.32 620,000.00
ENCINITAS CA 92024 1 04/04/96 00
1567158069 05 06/01/96 0
1567158069 O 05/01/11
0
1517993 074/074 F 400,000.00 ZZ
180 396,584.92 1
5195 CHELTERHAM TERRACE 8.250 3,880.57 58
8.000 3,880.57 692,224.00
SAN DIEGO CA 92130 1 05/13/96 00
1567158852 03 07/01/96 0
1567158852 O 06/01/11
0
1517994 074/074 F 271,200.00 ZZ
180 268,807.01 1
13173 POWAY HILLS DRIVE 7.875 2,572.20 80
7.625 2,572.20 339,000.00
POWAY CA 92064 1 06/10/96 00
1567162474 05 08/01/96 0
1567162474 O 07/01/11
0
1517995 074/074 F 223,500.00 ZZ
180 222,218.14 1
13297 BENCHLEY ROAD 8.125 2,152.05 75
7.875 2,152.05 300,000.00
SAN DIEGO CA 92130 5 06/19/96 00
1567163874 09 08/01/96 0
1567163874 O 07/01/11
0
1517996 074/074 F 400,000.00 ZZ
180 393,949.32 1
9032 NORTH MORNING GLORY ROAD 7.625 3,736.52 58
7.375 3,736.52 692,500.00
PARADISE VALLEY AZ 85253 1 03/06/96 00
1569135053 05 05/01/96 0
<PAGE>
1
1569135053 O 04/01/11
0
1517997 074/074 F 255,000.00 ZZ
180 251,753.66 1
647 BLUEBIRD PLACE 7.000 2,292.02 75
6.750 2,292.02 340,000.00
DAVIS CA 95616 1 04/02/96 00
1573145968 05 06/01/96 0
1573145968 O 05/01/11
0
1517999 074/074 F 420,000.00 ZZ
180 412,523.65 1
5550 LIONS CROSS CIRCLE 7.875 3,983.49 80
7.625 3,983.49 525,000.00
GRANITE BAY CA 95746 1 04/04/96 00
1573146508 03 06/01/96 0
1573146508 O 05/01/11
0
1518000 074/074 F 127,050.00 ZZ
180 123,954.76 1
991 LEAH CIRCLE 8.375 1,241.82 70
8.125 1,241.82 181,500.00
RENO NV 89509 1 05/20/96 00
1573151392 05 07/01/96 0
1573151392 O 06/01/11
0
1518001 074/074 F 600,000.00 ZZ
180 594,529.71 1
411 STONECREST DRIVE 7.500 5,562.08 60
7.250 5,562.08 1,000,000.00
NAPA CA 94558 2 05/30/96 00
1573151891 05 07/01/96 0
1573151891 O 06/01/11
0
1518002 074/074 F 325,600.00 ZZ
180 301,583.60 1
910 SHORE BREEZE DRIVE 8.125 3,135.15 80
7.875 3,135.15 407,000.00
SACRAMENTO CA 95831 1 06/12/96 00
1573153004 03 08/01/96 0
1573153004 O 07/01/11
0
1
1518003 074/074 F 250,000.00 ZZ
180 246,136.05 1
17564 OAK MEADOW LANE 7.375 2,299.81 65
7.125 2,299.81 390,000.00
LAKE OSWEGO OR 97034 5 03/27/96 00
1575015147 05 05/01/96 0
1575015147 O 04/01/11
0
1518004 074/074 F 230,000.00 ZZ
180 228,079.23 1
418 HOLLYHOCK LANE 8.500 2,264.91 62
8.250 2,264.91 375,000.00
HOPKINS MN 55343 2 05/08/96 00
1576013090 05 07/01/96 0
1576013090 O 06/01/11
0
1518006 074/074 F 225,000.00 T
180 222,344.18 1
97 GRAND PAVILION 7.875 2,134.01 70
7.625 2,134.01 325,000.00
ISLE OF PALMS SC 29451 1 04/15/96 00
1577035906 03 06/01/96 0
1577035906 O 05/01/11
0
1518007 074/074 F 86,000.00 ZZ
180 85,273.81 1
6025 WEDGEWOOD DRIVE 8.375 840.59 58
8.125 840.59 150,000.00
HANAHAN SC 29406 5 05/10/96 00
1577037581 05 07/01/96 0
1577037581 O 06/01/11
0
1518008 074/074 F 800,000.00 ZZ
180 795,411.74 1
2125 HIGHWAY 14, EAST 8.125 7,703.06 51
7.875 7,703.06 1,584,000.00
LANDRUM SC 29356 2 06/12/96 00
1577038347 05 08/01/96 0
1577038347 O 07/01/11
0
1518009 074/074 F 200,000.00 ZZ
180 198,902.73 1
3103 LODGE DRIVE 8.625 1,984.17 74
8.375 1,984.17 271,575.00
<PAGE>
1
JAMESTOWN NC 27282 1 06/18/96 00
1577043303 03 08/01/96 0
1577043303 O 07/01/11
0
1518010 074/074 F 312,000.00 ZZ
180 308,276.97 1
5500 SOUTH FRANKLIN STREET 7.750 2,936.79 80
7.500 2,936.79 390,000.00
LITTLETON CO 80121 5 04/24/96 00
1579019933 05 06/01/96 0
1579019933 O 05/01/11
0
1518011 074/074 F 297,000.00 ZZ
180 294,321.51 1
2365 EAST WYNTERBROOK DR 7.625 2,774.37 90
7.375 2,774.37 330,000.00
HIGHLANDS RANCH CO 80126 1 05/10/96 12
1579019999 05 07/01/96 25
1579019999 O 06/01/11
0
1518012 074/074 F 213,000.00 ZZ
180 210,619.86 1
8859 OAK HOLLOW CIRCLE 8.500 2,097.50 60
8.250 2,097.50 355,000.00
SANDY UT 84093 5 04/29/96 00
1579020820 05 06/01/96 0
1579020820 O 05/01/11
0
1518014 074/074 F 650,000.00 ZZ
180 646,393.99 1
5501 SOUTH UNIVERSITY 8.500 6,400.81 65
8.250 6,400.81 1,000,000.00
ENGLEWOOD CO 80111 5 06/04/96 00
1579025288 05 08/01/96 0
1579025288 O 07/01/11
0
1518015 074/074 F 225,000.00 ZZ
180 223,079.02 1
515 WESTRIDGE ROAD 8.250 2,182.82 75
8.000 2,182.82 302,000.00
JOLIET IL 60431 1 05/22/96 00
1583022750 05 07/01/96 0
1583022750 O 06/01/11
0
1
1518016 074/074 F 176,500.00 ZZ
180 175,026.02 1
3885 CHARLEMAGNE DRIVE 8.500 1,738.07 75
8.250 1,738.07 236,500.00
HOFFMAN ESTATES IL 60195 2 05/15/96 00
1583022862 05 07/01/96 0
1583022862 O 06/01/11
0
1518017 074/074 F 224,000.00 ZZ
180 221,327.07 1
5033 VILLA CREST DRIVE 7.750 2,108.46 80
7.500 2,108.46 280,000.00
NASHVILLE TN 37220 5 04/12/96 00
1585025908 05 06/01/96 0
1585025908 O 05/01/11
0
1518018 074/074 F 68,800.00 ZZ
180 68,199.55 1
402 YADKIN STREET 8.000 657.49 80
7.750 657.49 86,000.00
CHURCH HILL TN 37642 5 05/24/96 00
1585029341 05 07/01/96 0
1585029341 O 06/01/11
0
1518020 074/074 F 32,000.00 ZZ
180 31,826.37 1
4619 RISING SUN AVENUE 8.750 319.83 80
8.500 319.83 40,000.00
PHILADELPHIA PA 19140 2 06/04/96 00
1587030884 07 08/01/96 0
1587030884 O 07/01/11
0
1518023 074/074 F 144,300.00 ZZ
180 141,615.41 1
420 PORT ROYAL BLVD 7.375 1,327.45 76
7.125 1,327.45 189,900.00
SATELLITE BEACH FL 32937 1 02/20/96 00
1589030502 05 04/01/96 0
1589030502 O 03/01/11
0
1518025 074/074 F 65,600.00 ZZ
180 64,817.21 1
<PAGE>
1
725 14 PLACE #6 7.750 617.48 90
7.500 617.48 72,900.00
MIAMI FL 33139 1 04/24/96 14
1589041622 01 06/01/96 12
1589041622 O 05/01/11
0
1518026 074/074 F 71,000.00 ZZ
180 70,171.01 1
5810 18TH AVENUE SOUTHWEST 8.000 678.52 51
7.750 678.52 140,000.00
NAPLES FL 33999 2 04/16/96 00
1589044245 05 06/01/96 0
1589044245 O 05/01/11
0
1518027 074/074 F 72,000.00 ZZ
180 71,186.54 1
2881 NE 33RD COURT 5B 8.375 703.75 68
8.125 703.75 107,000.00
FORT LAUDERDALE FL 33306 1 04/25/96 00
1589045168 06 06/01/96 0
1589045168 O 05/01/11
0
1518028 074/074 F 120,000.00 ZZ
180 119,348.96 1
145 EL CAPITAN DRIVE 8.750 1,199.34 51
8.500 1,199.34 239,000.00
ISLAMORADA FL 33036 1 06/24/96 00
1589052232 05 08/01/96 0
1589052232 O 07/01/11
0
1518029 074/074 F 97,500.00 T
180 96,177.65 1
2555 S. ATLANTIC AVE #1604 8.875 981.68 65
8.625 981.68 150,000.00
DAYTONA BEACH FL 32118 1 04/25/96 00
1590010965 01 06/01/96 0
1590010965 O 05/01/11
0
1518030 074/074 F 66,000.00 ZZ
180 65,657.65 1
1960 W HYDE DRIVE 9.250 679.27 65
9.000 679.27 103,000.00
DELTONA FL 32725 5 06/21/96 00
1590016440 05 08/01/96 0
1
1590016440 O 07/01/11
0
1518031 074/074 F 845,000.00 ZZ
180 835,025.96 1
2520 DEL LAGO DRIVE 7.875 8,014.41 65
7.625 8,014.41 1,300,000.00
FORT LAUDERDALE FL 33316 2 04/18/96 00
1592025861 05 06/01/96 0
1592025861 O 05/01/11
0
1518032 074/074 F 360,000.00 ZZ
180 356,926.43 1
9072 JOSHUA LANE 8.250 3,492.51 80
8.000 3,492.51 450,000.00
YUCCA VALLEY CA 92284 5 05/01/96 00
1595000459 05 07/01/96 0
1595000459 O 06/01/11
0
1518033 074/074 F 485,000.00 ZZ
180 480,767.14 1
514 DOHENY ROAD 8.000 4,634.92 25
7.750 4,634.92 2,000,000.00
BEVERLY HILLS CA 90210 2 05/09/96 00
1595002079 05 07/01/96 0
1595002079 O 06/01/11
0
1518034 074/074 F 400,000.00 ZZ
180 396,470.54 1
27711 CHAPALA 7.875 3,793.80 63
7.625 3,793.80 635,000.00
MISSION VIEJO CA 92692 1 05/22/96 00
1595002272 03 07/01/96 0
1595002272 O 06/01/11
0
1518035 074/074 F 629,600.00 ZZ
180 624,105.15 1
18822 ROCKINGHORSE LANE 8.000 6,016.79 80
7.750 6,016.79 787,000.00
HUNTINGTON BEAC CA 92648 1 05/28/96 00
1595002556 03 07/01/96 0
1595002556 O 06/01/11
0
<PAGE>
1
1518036 074/074 F 500,000.00 ZZ
180 495,636.22 1
918 WEST 25TH STREET 8.000 4,778.27 63
7.750 4,778.27 800,000.00
UPLAND CA 91784 5 05/24/96 00
1595003129 05 07/01/96 0
1595003129 O 06/01/11
0
1518037 074/074 F 600,000.00 ZZ
180 594,877.39 1
15 RUE VERTE 8.250 5,820.85 65
8.000 5,820.85 925,000.00
NEWPORT BEACH CA 92660 1 05/17/96 00
1595003220 09 07/01/96 0
1595003220 O 06/01/11
0
1518039 074/074 F 449,200.00 ZZ
180 445,104.59 1
1205 CORTEZ DRIVE 7.500 4,164.14 80
7.250 4,164.14 561,500.00
GLENDALE CA 91207 1 05/29/96 00
1596003678 05 07/01/96 0
1596003678 O 06/01/11
0
1518040 074/074 F 310,000.00 ZZ
180 306,458.93 1
60 RIDGE RD 8.250 3,007.44 48
8.000 3,007.44 650,000.00
BARRINGTON HILL IL 60010 2 04/09/96 00
1613015387 05 06/01/96 0
1613015387 O 05/01/11
0
1518041 074/074 F 250,000.00 T
180 247,841.95 1
HC 77 FIRE #3474 8.125 2,407.21 63
7.875 2,407.21 400,000.00
PINE RIVER MN 56747 1 05/31/96 00
1684000346 05 07/01/96 0
1684000346 O 06/01/11
0
1518042 074/074 F 288,000.00 ZZ
180 285,594.89 1
24 VALLEYWOOD ROAD 8.500 2,836.05 66
8.250 2,836.05 440,000.00
1
GREENWICH CT 06807 5 05/20/96 00
1817095665 05 07/01/96 0
1817095665 O 06/01/11
0
1518045 074/074 F 250,000.00 ZZ
180 243,760.21 360
303 EAST 57TH STREET, APT. 29B 7.375 2,299.81 45
7.125 2,299.81 560,000.00
NEW YORK NY 10022 1 12/06/95 00
1112046706 11 02/01/96 0
1112046706 O 01/01/11
0
1518048 074/074 F 300,000.00 ZZ
180 292,591.14 1
55 STRATFORD ROAD 7.500 2,781.04 24
7.250 2,781.04 1,300,000.00
HARRISON NY 10528 5 12/22/95 00
1500146052 05 02/01/96 0
1500146052 O 01/01/11
0
1518049 074/074 F 431,900.00 ZZ
180 426,633.30 1
7838 LAFAYETTE COURT 7.500 4,003.77 80
7.250 4,003.77 539,908.00
PLEASANTON CA 94588 1 04/08/96 00
1561322385 05 06/01/96 0
1561322385 O 05/01/11
0
1518051 074/074 F 248,000.00 ZZ
180 242,433.74 1
23280 SOUTH WOODLAND 7.375 2,281.41 80
7.125 2,281.41 310,000.00
SHAKER HEIGHTS OH 44122 5 02/26/96 00
1581035488 05 04/01/96 0
1581035488 O 03/01/11
0
1518052 074/074 F 616,000.00 ZZ
180 608,886.04 1
9415 SAPPINGTON ESTATES DRIVE 8.125 5,931.36 80
7.875 5,931.36 770,000.00
SAINT LOUIS MO 63127 5 04/12/96 00
1583020903 03 06/01/96 0
1583020903 O 05/01/11
0
<PAGE>
1
1518053 074/074 F 310,000.00 ZZ
180 307,173.69 1
8741 MARBURG MANOR DR 7.500 2,873.74 70
7.250 2,873.74 449,146.00
LUTHERVILLE MD 21093 1 05/02/96 00
1741153085 03 07/01/96 0
1741153085 O 06/01/11
0
1518132 601/G01 F 421,800.00 ZZ
180 420,607.82 1
3090 BRANHAM PLACE 8.250 4,092.06 68
8.000 4,092.06 625,000.00
CHARLOTTESVILLE VA 22903 2 07/12/96 00
0430015156 03 09/01/96 0
1080957 O 08/01/11
0
1518133 387/387 F 288,750.00 ZZ
180 287,112.15 1
3255 SOUTH TENAYA WAY 8.250 2,801.28 75
8.000 2,801.28 385,000.00
LAS VEGAS NV 89117 5 06/03/96 00
769232 05 08/01/96 0
769232 O 07/01/11
0
1518134 387/387 F 274,500.00 ZZ
180 272,960.13 1
3804 AMHERST AVENUE 8.375 2,683.04 90
8.125 2,683.04 305,000.00
UNIVERSITY PARK TX 75225 1 06/26/96 04
791608 05 08/01/96 25
791608 O 07/01/11
0
1518170 976/G01 F 309,100.00 ZZ
180 308,245.62 1
2159 EAGLEPATH CIRCLE 8.500 3,043.84 80
8.250 3,043.84 386,985.00
HENDERSON NV 89014 1 07/09/96 00
0430010611 03 09/01/96 0
240659 O 08/01/11
0
1518173 664/728 F 360,000.00 ZZ
180 359,037.86 1
1
16031 JEANNE LANE 8.875 3,624.64 67
8.625 3,624.64 540,000.00
ENCINO AREA CA 91436 1 07/02/96 00
0380501982 05 09/01/96 0
2178515 O 08/01/11
0
1518191 074/074 F 373,200.00 ZZ
180 369,722.90 1
7 LAUDERHILL 7.250 3,406.81 56
7.000 3,406.81 670,000.00
TUSCALOOSA AL 35406 5 05/24/96 00
63622 05 07/01/96 0
63622 O 06/01/11
0
1518192 074/074 F 347,000.00 ZZ
180 344,852.04 1
22 WESTMINSTER DRIVE 8.375 3,391.67 69
8.125 3,391.67 510,000.00
COLTS NECK NJ 07722 2 06/07/96 00
12687766 05 08/01/96 0
12687766 O 07/01/11
0
1518193 074/074 F 244,500.00 ZZ
180 242,342.61 1
8 APPLEWOOD LANE 7.875 2,318.96 90
7.625 2,318.96 272,000.00
MORRISTOWN NJ 07960 1 05/31/96 14
12691313 05 07/01/96 25
12691313 O 06/01/11
0
1518194 074/074 F 144,750.00 ZZ
180 143,022.72 1
419 QUENTIN ROAD 7.750 1,362.50 75
7.500 1,362.50 193,000.00
BROOKLYN NY 11223 1 04/24/96 00
13198360 05 06/01/96 0
13198360 O 05/01/11
0
1518195 074/074 F 650,000.00 T
180 646,272.02 1
113 PIONEER MOUNTAIN DR 8.125 6,258.74 54
7.875 6,258.74 1,225,000.00
BLAINE COUNTY ID 83340 5 06/12/96 00
34331956 09 08/01/96 0
<PAGE>
1
34331956 O 07/01/11
0
1518196 074/074 F 420,000.00 T
180 417,617.66 1
1600 EUCALYPTUS HILL ROAD 8.250 4,074.59 80
8.000 4,074.59 525,000.00
SANTA BARBARA CA 93103 1 06/20/96 00
34334564 05 08/01/96 0
34334564 O 07/01/11
0
1518206 025/025 F 275,000.00 ZZ
180 271,461.42 1
409 LONDONBERRY ROAD NW 6.875 2,452.60 55
6.625 2,452.60 505,000.00
ATLANTA GA 30327 4 04/05/96 00
412930 05 06/01/96 0
412930 O 05/01/11
0
1518226 765/G01 F 150,500.00 ZZ
180 150,079.33 1
768 BANGOR STREET 8.375 1,471.03 94
8.125 1,471.03 161,000.00
POMONA CA 91767 2 07/19/96 11
0430012740 03 09/01/96 30
103639 O 08/01/11
0
1518228 731/G01 F 105,000.00 ZZ
180 104,709.77 1
1006 LEGACY WALK 8.500 1,033.98 68
8.250 1,033.98 155,000.00
WOODSTOCK GA 30189 1 07/31/96 00
0430011247 03 09/01/96 0
3140662471 O 08/01/11
0
1518230 975/728 F 288,750.00 ZZ
180 287,969.56 1
2711 FRANKLIN STREET 8.750 2,885.91 75
8.500 2,885.91 385,000.00
LA CRESCENTA AR CA 91214 1 07/29/96 00
0380501875 05 09/01/96 0
962025 O 08/01/11
0
1
1518275 076/076 F 247,000.00 ZZ
180 244,844.32 1
3009 TREASURE HILLS BOULEVARD 8.000 2,360.46 85
7.750 2,360.46 294,000.00
HARLINGEN TX 78550 2 05/24/96 10
5656482 05 07/01/96 12
5656482 O 06/01/11
0
1518281 076/076 F 412,500.00 ZZ
180 410,134.18 1
823 25 ROAD 8.125 3,971.89 75
7.875 3,971.89 550,000.00
GRAND JUNCTION CO 81505 1 06/20/96 00
5918952 05 08/01/96 0
5918952 O 07/01/11
0
1518293 076/076 F 264,000.00 ZZ
180 262,502.53 1
1375 ELM CIRCLE NORTHEAST 8.250 2,561.17 80
8.000 2,561.17 330,000.00
FARGO ND 58102 1 06/19/96 00
5927382 05 08/01/96 0
5927382 O 07/01/11
0
1518304 076/076 F 302,400.00 ZZ
180 300,626.98 1
132 VIA BONITA 7.875 2,868.11 80
7.625 2,868.11 378,000.00
ALAMO CA 94507 1 06/11/96 00
5928562 05 08/01/96 0
5928562 O 07/01/11
0
1518312 076/076 F 303,750.00 ZZ
180 298,882.62 1
7025 BURNSIDE DRIVE 8.000 2,902.79 75
7.750 2,902.79 405,000.00
SAN JOSE CA 95120 5 05/29/96 00
5582002 05 07/01/96 0
5582002 O 06/01/11
0
1518317 076/076 F 292,400.00 ZZ
180 290,813.62 1
3208 WHIPPOORWILL 8.750 2,922.39 80
8.500 2,922.39 365,500.00
<PAGE>
1
OKLAHOMA CITY OK 73120 1 06/21/96 00
32420 05 08/01/96 0
32420 O 07/01/11
0
1518319 076/076 F 237,500.00 ZZ
180 236,182.41 1
3800 W. MAPLE ROAD 8.500 2,338.76 95
8.250 2,338.76 250,000.00
BLOOMFIELD TOWN MI 48301 1 06/07/96 04
UNKNOWN 05 08/01/96 25
UNKNOWN O 07/01/11
0
1518320 076/076 F 340,000.00 ZZ
180 338,092.70 1
348 ROYAL RIDGE DRIVE 8.375 3,323.25 63
8.125 3,323.25 545,000.00
ANAHEIM CA 92807 1 06/06/96 00
17041918 03 08/01/96 0
17041918 O 07/01/11
0
1518321 076/076 F 388,750.00 ZZ
180 385,282.10 1
4913 FAIRWAY HILL LANE 7.750 3,659.21 90
7.500 3,659.21 431,979.00
MCKINNEY TX 75070 1 05/30/96 12
5633172 03 07/01/96 25
5633172 O 06/01/11
0
1518323 076/076 F 305,000.00 ZZ
180 302,367.16 1
2950 BLACK CANYON ROAD 8.125 2,936.80 68
7.875 2,936.80 450,000.00
COLORADO SPRING CO 80904 1 05/29/96 00
17039814 03 07/01/96 0
17039814 O 06/01/11
0
1518324 076/076 F 386,800.00 ZZ
180 384,481.80 1
9959 EAST BAYVIEW DRIVE 7.625 3,613.22 80
7.375 3,613.22 483,500.00
SCOTTSDALE AZ 85258 2 06/04/96 00
5300952 05 08/01/96 0
5300952 O 07/01/11
0
1
1518326 076/076 F 282,000.00 ZZ
180 280,400.42 1
94 LINSLEY LAKE ROAD 8.250 2,735.80 75
8.000 2,735.80 377,500.00
NORTH BRANFORD CT 06471 5 06/14/96 00
4646892 05 08/01/96 0
4646892 O 07/01/11
0
1518327 076/076 F 225,000.00 ZZ
180 223,680.77 1
160 CENTRAL STREET 7.875 2,134.02 60
7.625 2,134.02 376,000.00
HINGHAM MA 02043 5 05/31/96 00
5278092 05 08/01/96 0
5278092 O 07/01/11
0
1518329 076/076 F 342,400.00 T
180 340,521.51 1
800 CLAUGHTON ISLAND DR #3103 8.625 3,396.88 80
8.375 3,396.88 428,800.00
MIAMI FL 33131 1 06/14/96 00
UNKNOWN 06 08/01/96 0
UNKNOWN O 07/01/11
0
1518333 686/G01 F 132,400.00 ZZ
180 132,030.75 1
1914 WALTHALL DRIVE 8.400 1,296.05 56
8.150 1,296.05 237,489.00
ATLANTA GA 30318 1 07/16/96 00
0430011700 05 09/01/96 0
817127210 O 08/01/11
0
1518334 686/G01 F 167,000.00 ZZ
180 166,527.99 1
64-65 CLOVERDALE BLVD 8.250 1,620.14 74
8.000 1,620.14 227,000.00
BAYSIDE NY 11364 1 07/17/96 00
0430011890 05 09/01/96 0
817394190 O 08/01/11
0
1518337 076/076 F 290,000.00 ZZ
180 288,336.75 1
<PAGE>
1
11300 SW 68 COURT 8.125 2,792.36 58
7.875 2,792.36 500,000.00
MIAMI FL 33156 5 06/13/96 00
935628 05 08/01/96 0
935628 O 07/01/11
0
1518338 686/G01 F 34,500.00 ZZ
180 34,404.63 1
400 S HOLLYBROOK DR #210 8.500 339.74 75
8.250 339.74 46,000.00
PEMBROKE PINES FL 33025 1 07/17/96 00
0430011734 01 09/01/96 0
817584337 O 08/01/11
0
1518340 686/G01 F 34,000.00 T
180 33,905.60 1
223 AZALEA LANE 8.450 333.82 80
8.200 333.82 42,500.00
DUNCANVILLE TX 75137 1 07/22/96 00
0430011759 05 09/01/96 0
817022783 O 08/01/11
0
1518341 686/G01 F 229,900.00 ZZ
180 229,241.49 2
235 94TH STREET 8.100 2,210.34 69
7.850 2,210.34 335,000.00
BROOKLYN NY 11209 2 07/17/96 00
0430011767 05 09/01/96 0
817394315 O 08/01/11
0
1518342 686/G01 F 244,000.00 ZZ
180 243,325.56 1
23414 THORNEWOOD DRIVE 8.500 2,402.77 80
8.250 2,402.77 305,000.00
NEWHALL CA 91321 2 07/12/96 00
0430011775 03 09/01/96 0
817621402 O 08/01/11
0
1518343 076/076 F 216,000.00 ZZ
180 214,135.44 1
1 ENGLEWOOD AVENUE 8.125 2,079.83 80
7.875 2,079.83 270,000.00
NANUET NY 10954 1 05/30/96 00
11017214 05 07/01/96 0
1
11017214 O 06/01/11
0
1518347 686/G01 F 63,750.00 ZZ
180 63,575.74 1
16825 BENEDICT DRIVE 8.625 632.46 75
8.375 632.46 85,000.00
MIDDLEBURG HTS OH 44130 1 07/24/96 00
0430011817 05 09/01/96 0
817701808 O 08/01/11
0
1518354 076/076 F 285,000.00 ZZ
180 283,365.43 1
100 PALM DRIVE 8.125 2,744.21 61
7.875 2,744.21 470,000.00
PIEDMONT CA 94610 1 05/29/96 00
6051022 05 08/01/96 0
6051022 O 07/01/11
0
1518436 893/728 F 380,000.00 ZZ
180 380,000.00 1
1055 LOMA VERDE AVENUE 8.125 3,658.95 69
7.875 3,658.95 556,500.00
PALO ALTO CA 94303 1 08/19/96 00
0380504754 05 10/01/96 0
1518436 O 09/01/11
0
1518468 439/G01 F 50,000.00 ZZ
180 49,866.06 1
1300 ALTERNATE A1A, UNIT #619 8.850 502.69 47
8.600 502.69 108,000.00
JUPITER FL 33477 1 07/15/96 00
0430011601 08 09/01/96 0
18643510 O 08/01/11
0
1518542 575/G01 F 264,000.00 ZZ
180 263,185.04 1
8513 ROSEWOOD DRIVE 7.250 2,409.96 80
7.000 2,409.96 330,000.00
BETHESDA MD 20814 2 07/16/96 00
0430010017 05 09/01/96 0
421014496 O 08/01/11
0
<PAGE>
1
1518547 575/G01 F 229,500.00 ZZ
180 228,851.34 1
4470 S QUAIL CREEK 8.250 2,226.47 90
8.000 2,226.47 255,000.00
SPRINGFIELD MO 65810 1 07/09/96 10
0430009993 05 09/01/96 25
435000081 O 08/01/11
0
1518554 575/G01 F 240,000.00 ZZ
180 239,336.63 1
917 BOBOLINK DRIVE 8.500 2,363.37 80
8.250 2,363.37 300,000.00
VIRGINIA BEACH VA 23451 1 07/15/96 00
0430009969 05 09/01/96 0
415011256 O 08/01/11
0
1518665 E19/G01 F 257,000.00 T
180 256,249.04 1
18203 COASTLINE DRIVE #6 7.875 2,437.52 76
7.625 2,437.52 340,000.00
MALIBU CA 90265 2 07/03/96 00
0430017467 01 09/01/96 0
9003 O 08/01/11
0
1518763 624/G01 F 335,000.00 ZZ
180 334,053.16 1
19282 SW SUNCREST LANE 8.250 3,249.97 47
8.000 3,249.97 720,000.00
ALOHA OR 97007 5 07/18/96 00
0430018259 03 09/01/96 0
84029660336 O 08/01/11
0
1518876 369/G01 F 228,500.00 ZZ
180 227,832.32 1
5391 PEMBURY DRIVE 7.875 2,167.21 89
7.625 2,167.21 259,000.00
LA PALMA CA 90623 2 07/22/96 10
0430011866 05 09/01/96 25
49546955 O 08/01/11
0
1518954 450/G01 F 175,000.00 ZZ
180 174,482.98 1
4419 VINEYARDS BOULEVARD 7.750 1,647.23 64
7.500 1,647.23 276,000.00
1
STERLING HEIGHT MI 48314 1 07/29/96 00
0430010892 05 09/01/96 0
4172524 O 08/01/11
0
1519050 976/G01 F 256,000.00 ZZ
180 255,284.45 1
376 BRISTON PLACE 8.375 2,502.22 80
8.125 2,502.22 320,000.00
LOS ALAMOS NM 87544 1 07/26/96 00
0430011965 05 09/01/96 0
154264 O 08/01/11
0
1519057 356/728 F 450,000.00 ZZ
180 448,742.21 1
44435 VIEW POINT CIRCLE 8.375 4,398.42 70
8.125 4,398.42 650,000.00
FREMONT CA 94539 1 07/16/96 00
0380502758 05 09/01/96 0
2370468 O 08/01/11
0
1519062 171/G01 F 282,900.00 ZZ
180 282,064.19 1
41074 ROAD 32 7.750 2,662.87 69
7.500 2,662.87 410,000.00
KINGSBURG CA 93631 2 07/23/96 00
0430013995 05 09/01/96 0
45083641 O 08/01/11
0
1519275 E19/G01 F 300,000.00 ZZ
180 299,161.47 1
6620 EAST OCEAN BOULEVARD 8.375 2,932.28 64
8.125 2,932.28 475,000.00
LONG BEACH CA 90803 2 07/31/96 00
0430015792 05 09/01/96 0
10741 O 08/01/11
0
1519319 069/G01 F 174,800.00 ZZ
180 171,283.59 1
3106 MARWICK AVENUE 6.500 1,522.70 95
6.250 1,522.70 184,000.00
LONG BEACH CA 90808 2 02/28/96 04
0430014142 05 04/01/96 30
2102087773 O 03/01/11
0
<PAGE>
1
1519781 439/G01 F 250,000.00 ZZ
180 249,312.06 1
267 MAPLE VALLEY ROAD 8.550 2,469.19 76
8.300 2,469.19 330,000.00
HOUSTON TX 77056 1 07/31/96 00
0430014936 03 09/01/96 0
1868492 O 08/01/11
0
1519834 074/074 F 285,200.00 ZZ
180 281,607.91 1
22 GREGORY COURT 7.125 2,583.44 80
6.875 2,583.44 356,500.00
EAST NORTHPORT NY 11731 1 04/30/96 00
1106000380 05 06/01/96 0
1106000380 O 05/01/11
0
1519873 721/G01 F 280,000.00 ZZ
180 279,234.67 1
AV 1749 BUCKHORN ROAD 8.625 2,777.83 67
8.375 2,777.83 422,000.00
ARBOR VITAE WI 54568 2 07/25/96 00
0430016253 05 09/01/96 0
7810006351 O 08/01/11
0
1520054 356/G01 F 329,000.00 ZZ
180 328,080.41 1
548 MERRIEWOOD DRIVE 8.375 3,215.74 77
8.125 3,215.74 429,000.00
LAFAYETTE CA 94549 1 07/22/96 00
0430014035 05 09/01/96 0
2371441 O 08/01/11
0
1520078 439/G01 F 31,500.00 ZZ
180 31,500.00 1
210 172 STREET #323 8.100 302.86 75
7.850 302.86 42,000.00
MIAMI FL 33160 1 08/07/96 00
0430011627 08 10/01/96 0
18668038 O 09/01/11
0
1520185 439/G01 F 32,000.00 ZZ
180 32,000.00 1
1
1100 LEHTO LANE 8.650 317.94 52
8.400 317.94 62,500.00
LAKE WORTH FL 33461 1 08/12/96 00
0430011585 05 10/01/96 0
18682070 O 09/01/11
0
1520189 A46/G01 F 211,200.00 ZZ
180 211,200.00 1
234 LAKESHORE DRIVE 8.000 2,018.34 68
7.750 2,018.34 315,000.00
SEABROOK TX 77586 2 08/27/96 00
0430023150 03 10/01/96 0
2872712 O 09/01/11
0
1520238 696/728 F 288,000.00 ZZ
180 288,000.00 1
1569 MCLEAN COMMONS COURT 7.875 2,731.54 80
7.625 2,731.54 360,000.00
MCLEAN VA 22101 1 08/02/96 00
0380503376 09 10/01/96 0
2328050 O 09/01/11
0
1520328 480/G01 F 123,745.00 ZZ
180 123,406.77 1
17630 SW 29 COURT 8.625 1,227.65 72
8.375 1,227.65 173,745.00
MIRAMAR FL 33029 1 07/30/96 00
0430013870 03 09/01/96 0
1572429 O 08/01/11
0
1520346 B74/G01 F 550,000.00 ZZ
180 550,000.00 1
726 ADELAIDE PLACE 7.750 5,177.02 58
7.500 5,177.02 950,000.00
SANTA MONICA CA 90402 2 08/07/96 00
0430018358 05 10/01/96 0
962247 O 09/01/11
0
1520347 570/570 F 325,000.00 ZZ
180 325,000.00 1
108 DOCKSIDE CIRCLE 8.750 3,248.21 52
8.500 3,248.21 625,000.00
FT. LAUDERDALE FL 33327 1 08/08/96 00
5849914 03 10/01/96 0
<PAGE>
1
5849914 O 09/01/11
0
1520594 626/G01 F 280,000.00 ZZ
180 280,000.00 1
12551 PLUM LANE 8.000 2,675.83 80
7.750 2,675.83 350,000.00
WILTON CA 95693 1 08/07/96 00
0430014167 05 10/01/96 0
6646707 O 09/01/11
0
1520951 E91/G01 F 163,800.00 ZZ
180 163,800.00 1
29238 CHUTNEY ROAD 7.500 1,518.45 65
7.250 1,518.45 252,070.00
HAYWARD CA 94544 1 08/08/96 00
0430017160 05 10/01/96 0
486683 O 09/01/11
0
1520963 470/G01 F 400,000.00 ZZ
180 400,000.00 1
7623 OVERLAKE DRIVE NORTHWEST 7.625 3,736.52 46
7.375 3,736.52 888,000.00
BELLEVUE WA 98004 2 08/08/96 00
0430016642 05 10/01/96 0
62020735 O 09/01/11
0
1521120 964/G01 F 364,000.00 ZZ
180 364,000.00 1
450 FAIRWAY DRIVE 7.875 3,452.36 80
7.625 3,452.36 455,000.00
NOVATO CA 94949 1 08/07/96 00
0430013821 05 10/01/96 0
19600 O 09/01/11
0
1521522 971/G01 F 298,950.00 ZZ
180 298,950.00 1
19240 INKWOOD COURT 8.625 2,965.82 87
8.375 2,965.82 346,000.00
BOCA RATON FL 33498 2 08/16/96 10
0430015651 03 10/01/96 25
UNKNOWN O 09/01/11
0
1
1521589 575/G01 F 250,000.00 ZZ
180 250,000.00 1
5600 WISCONSIN AVENUE 8.625 2,480.20 47
#107 8.375 2,480.20 535,000.00
CHEVY CHASE MD 20815 1 08/06/96 00
0430017343 06 10/01/96 0
421014674 O 09/01/11
0
1521595 575/G01 F 292,000.00 ZZ
180 291,127.76 1
138 PINNACLE ROAD 7.625 2,727.66 65
7.375 2,727.66 450,000.00
ROCHESTER NY 14620 2 07/23/96 00
0430017442 05 09/01/96 0
467006135 O 08/01/11
0
1521720 686/G01 F 172,000.00 ZZ
180 171,522.45 1
2395 ROYAL OAK DRIVE 8.450 1,688.72 69
8.200 1,688.72 250,000.00
ESCONDIDO CA 92025 2 07/23/96 00
0430016048 05 09/01/96 0
817727431 O 08/01/11
0
1521725 686/G01 F 246,250.00 ZZ
180 245,569.34 1
132 WESTMINSTER DRIVE 8.500 2,424.93 75
8.250 2,424.93 328,370.00
NORTH WALES PA 19454 1 07/30/96 00
0430016014 05 09/01/96 0
817082944 O 08/01/11
0
1521726 686/G01 F 85,125.00 ZZ
180 84,895.33 1
34 CARDINAL DRIVE 8.770 851.79 75
8.520 851.79 113,500.00
EAST HARTFORD CT 06118 1 07/30/96 00
0430016055 05 09/01/96 0
817674740 O 08/01/11
0
1521727 686/G01 F 137,000.00 ZZ
180 136,636.97 1
1204 DARWIN DRIVE 8.970 1,387.11 74
8.720 1,387.11 187,000.00
<PAGE>
1
OCEANSIDE CA 92056 1 07/19/96 00
0430016139 05 09/01/96 0
817727803 O 08/01/11
0
1521819 686/G01 F 198,150.00 ZZ
180 197,620.41 1
5027 SW ELK RIVER COURT 8.875 1,995.07 75
8.625 1,995.07 264,215.00
PALM CITY FL 34990 1 07/30/96 00
0430016147 03 09/01/96 0
817462963 O 08/01/11
0
1521820 686/G01 F 185,000.00 ZZ
180 184,481.75 1
4709 FOREST TRAIL DRIVE 8.350 1,805.54 51
8.100 1,805.54 369,900.00
COLLIERVILLE TN 38017 1 07/30/96 00
0430016238 05 09/01/96 0
817557614 O 08/01/11
0
1521821 686/G01 F 320,900.00 ZZ
180 319,993.00 1
4020 CHARRWOOD TRACE 8.250 3,113.19 75
8.000 3,113.19 427,900.00
MARIETTA GA 30062 1 07/30/96 00
0430018242 03 09/01/96 0
817569064 O 08/01/11
0
1521822 686/G01 F 120,000.00 ZZ
180 119,663.83 1
10 BAY PATH LANE 8.350 1,171.17 75
8.100 1,171.17 160,000.00
ROCKLAND MA 02370 1 07/31/96 00
0430016246 03 09/01/96 0
817589492 O 08/01/11
0
1521823 686/G01 F 70,000.00 ZZ
180 69,806.51 1
6029 DICKEY SPRINGS ROAD 8.500 689.32 57
8.250 689.32 123,000.00
BESSEMER AL 35023 1 07/31/96 00
0430015701 05 09/01/96 0
817766231 O 08/01/11
0
1
1521830 686/G01 F 98,625.00 ZZ
180 98,625.00 1
5200 S. LAKESHORE DRIVE 8.375 963.99 75
UNIT #119 8.125 963.99 131,500.00
TEMPE AZ 85283 1 08/01/96 00
0430015529 01 10/01/96 0
817677016 O 09/01/11
0
1521831 686/G01 F 113,900.00 ZZ
180 113,581.64 1
155 ARTHUR 8.375 1,113.29 71
8.125 1,113.29 162,050.00
TROY MI 48083 1 08/05/96 00
0430016360 05 09/01/96 0
817701188 O 08/01/11
0
1521832 686/G01 F 110,000.00 ZZ
180 109,706.01 1
430 BEACH ST 8.875 1,107.53 46
8.625 1,107.53 240,000.00
LA GRANGE PARK IL 60526 5 07/31/96 00
0430015578 05 09/01/96 0
817702962 O 08/01/11
0
1521845 686/G01 F 27,000.00 ZZ
180 27,000.00 1
2843 LOGANDALE DRIVE 8.450 265.09 29
8.200 265.09 95,000.00
ORLANDO FL 32817 5 08/05/96 00
0430016444 05 10/01/96 0
817588643 O 09/01/11
0
1521855 686/G01 F 375,000.00 ZZ
180 375,000.00 1
15 SUNLIGHT 8.200 3,627.13 80
7.950 3,627.13 470,000.00
IRVINE CA 92712 2 08/09/96 00
0430016824 03 10/01/96 0
817658768 O 09/01/11
0
1521856 686/G01 F 68,000.00 ZZ
180 68,000.00 1
<PAGE>
1
2909 WEST DAILEY STREET 8.525 670.62 65
8.275 670.62 105,000.00
PHOENIX AZ 85023 1 08/05/96 00
0430016386 05 10/01/96 0
817213697 O 09/01/11
0
1521857 686/G01 F 60,000.00 ZZ
180 60,000.00 1
4356 WATERMILL AVENUE 8.355 585.76 49
8.105 585.76 124,000.00
ORLANDO FL 32817 1 08/15/96 00
0430017129 05 10/01/96 0
817588650 O 09/01/11
0
1521858 686/G01 F 35,000.00 ZZ
180 35,000.00 1
29010 VARELA LANE 8.350 341.59 29
8.100 341.59 121,000.00
ROMOLAND CA 92585 2 08/01/96 00
0430016733 05 10/01/96 0
817659113 O 09/01/11
0
1521859 686/G01 F 44,100.00 ZZ
180 44,100.00 1
1417 ROBERTS AVENUE 9.000 447.30 70
8.750 447.30 63,000.00
NASHVILLE TN 37206 5 08/14/96 00
0430017087 05 10/01/96 0
817767056 O 09/01/11
0
1522515 575/G01 F 225,000.00 ZZ
180 224,349.78 1
207 FARNHAM DRIVE 8.000 2,150.22 75
7.750 2,150.22 300,000.00
RICHMOND VA 23236 2 07/25/96 00
0430021220 05 09/01/96 0
411007513 O 08/01/11
0
1522789 375/G01 F 125,000.00 ZZ
180 124,665.92 1
LOT #1 980 WATERFORD DRIVE 8.875 1,258.56 55
8.625 1,258.56 231,250.00
SOUDERTON PA 18964 1 07/19/96 00
0430021964 05 09/01/96 0
1
328441 O 08/01/11
0
1522803 640/640 F 395,000.00 ZZ
180 395,000.00 1
188 EAST GALLOWAY DRIVE 8.625 3,918.72 80
8.375 3,918.72 493,750.00
MEMPHIS TN 38111 1 08/09/96 00
UNKNOWN 05 10/01/96 0
UNKNOWN O 09/01/11
0
1522887 A39/A39 F 366,550.00 ZZ
180 366,550.00 1
7463 RUTHERFORD HILL DRIVE 8.000 3,502.94 80
7.750 3,502.94 458,249.00
WEST HILLS CA 91304 1 08/16/96 00
9600508RFC 03 10/01/96 0
9600508RFC O 09/01/11
0
1522918 975/G01 F 397,500.00 ZZ
180 397,500.00 1
17441 PAMELA COURT 8.125 3,827.46 75
7.875 3,827.46 530,000.00
ROWLAND HEIGHTS CA 91748 1 08/13/96 00
0430023671 05 10/01/96 0
962121 O 09/01/11
0
1522927 420/728 F 364,000.00 ZZ
180 364,000.00 1
1315 MIDDLETON COURT 8.250 3,531.32 80
8.000 3,531.32 455,000.00
LOS ALTOS CA 94024 1 08/07/96 00
0380505488 05 10/01/96 0
335331 O 09/01/11
0
1523422 976/G01 F 270,000.00 ZZ
180 270,000.00 1
1259 CREEK POINTE DRIVE 8.375 2,639.06 75
8.125 2,639.06 360,000.00
ROCHESTER MI 48307 1 08/20/96 00
0430023564 05 10/01/96 0
267290 O 09/01/11
0
<PAGE>
1
1523587 964/G01 F 540,000.00 ZZ
180 540,000.00 1
22725 HIDDEN HILLS ROAD 8.375 5,278.11 70
8.125 5,278.11 775,000.00
YORBA LINDA CA 92687 2 08/23/96 00
0430022251 05 10/01/96 0
19657 O 09/01/11
0
1523836 686/G01 F 52,000.00 ZZ
180 52,000.00 1
186 BLACKSTONE DRIVE 8.050 498.45 15
7.800 498.45 350,000.00
DANVILLE CA 94506 2 08/19/96 00
0430023101 03 10/01/96 0
17529472 O 09/01/11
0
TOTAL NUMBER OF LOANS : 389
TOTAL ORIGINAL BALANCE : 105,671,133.96
TOTAL PRINCIPAL BALANCE : 104,820,608.52
TOTAL ORIGINAL P+I : 1,015,983.86
TOTAL CURRENT P+I : 1,015,983.86
***************************
* END OF REPORT *
***************************
<PAGE>
RUN ON : 09/27/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.08.15 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S19 CUTOFF : 09/01/96
POOL : 0004219
:
:
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
------------------------------------------------------------------------------
1448125 .2500
99,741.64 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.4700
7.5000 .0000
1474497 .2500
507,755.46 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1475327 .2500
454,100.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
1477970 .2500
133,897.98 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1491532 .2500
58,785.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1495518 .2500
110,989.92 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
<PAGE>
1
1496832 .2500
225,311.80 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.3450
7.5000 .0000
1498571 .2500
259,240.28 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1499882 .2500
59,836.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1499889 .2500
267,173.62 .0300
8.1250 .0000
7.8750 .0000
7.8450 .3450
7.5000 .0000
1500256 .2500
164,029.85 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1500640 .2500
293,040.72 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
1501584 .2500
266,575.51 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1501668 .2500
94,449.09 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
<PAGE>
1
1501924 .2500
376,639.66 .0300
7.8500 .0000
7.6000 .0000
7.5700 .0700
7.5000 .0000
1502419 .2500
287,413.01 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
1502426 .2500
262,714.97 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
1503278 .2500
57,335.66 .0300
8.1250 .0000
7.8750 .0000
7.8450 .3450
7.5000 .0000
1503573 .2500
412,671.97 .0800
8.3750 .0000
8.1250 .0000
8.0450 .5450
7.5000 .0000
1503920 .2500
89,742.77 .0300
8.1250 .0000
7.8750 .0000
7.8450 .3450
7.5000 .0000
1504184 .2500
259,583.97 .0300
8.7500 .0000
8.5000 .0000
8.4700 .9700
7.5000 .0000
1505870 .2500
272,132.13 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
<PAGE>
1
1506567 .2500
429,629.93 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1506775 .2500
169,530.11 .0800
8.5000 .0000
8.2500 .0000
8.1700 .6700
7.5000 .0000
1506778 .2500
263,609.84 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.3450
7.5000 .0000
1506893 .2500
1,000,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1506936 .2500
374,837.55 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1507247 .2500
274,738.50 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1508244 .2500
389,799.66 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1508355 .2500
99,407.20 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
<PAGE>
1
1508529 .2500
323,247.28 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1508635 .2500
248,941.95 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1509202 .2500
64,885.04 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1509203 .2500
182,840.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
1509654 .2500
395,117.68 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1511387 .2500
248,451.85 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1511513 .2500
1,096,821.16 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
1511598 .2500
301,242.90 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
<PAGE>
1
1511599 .2500
520,265.31 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1511649 .2500
92,467.79 .0300
8.1500 .0000
7.9000 .0000
7.8700 .3700
7.5000 .0000
1511650 .2500
198,885.49 .0300
8.4500 .0000
8.2000 .0000
8.1700 .6700
7.5000 .0000
1511652 .2500
34,802.60 .0300
8.3150 .0000
8.0650 .0000
8.0350 .5350
7.5000 .0000
1511662 .2500
149,692.55 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
1511663 .2500
79,565.97 .0300
8.7500 .0000
8.5000 .0000
8.4700 .9700
7.5000 .0000
1511667 .2500
286,351.86 .0300
8.1500 .0000
7.9000 .0000
7.8700 .3700
7.5000 .0000
1511668 .2500
74,602.09 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.2200
7.5000 .0000
<PAGE>
1
1511669 .2500
350,708.61 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1511671 .2500
82,052.40 .0300
8.7500 .0000
8.5000 .0000
8.4700 .9700
7.5000 .0000
1511677 .2500
79,561.09 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1511678 .2500
101,950.08 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
1511687 .2500
27,969.29 .0300
8.5250 .0000
8.2750 .0000
8.2450 .7450
7.5000 .0000
1511693 .2500
24,861.29 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1511694 .2500
50,729.43 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.2200
7.5000 .0000
1511695 .2500
208,860.66 .0300
8.7500 .0000
8.5000 .0000
8.4700 .9700
7.5000 .0000
<PAGE>
1
1511913 .2500
165,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .4200
7.5000 .0000
1512090 .2500
247,450.40 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1512434 .2500
374,737.04 .0300
8.1250 .0000
7.8750 .0000
7.8450 .3450
7.5000 .0000
1512506 .2500
159,516.78 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1512727 .2500
572,448.58 .0300
8.7500 .0000
8.5000 .0000
8.4700 .9700
7.5000 .0000
1512790 .2500
266,376.16 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1512900 .2500
46,870.09 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1512904 .2500
154,021.37 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
<PAGE>
1
1512909 .2500
59,667.13 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1512963 .2500
198,393.22 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1513079 .2500
139,101.10 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1513136 .2500
217,390.67 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1513182 .2500
342,118.89 .0800
8.5000 .0000
8.2500 .0000
8.1700 .6700
7.5000 .0000
1513184 .2500
198,254.51 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
1513187 .2500
558,363.68 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1513467 .2500
222,661.20 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
<PAGE>
1
1513471 .2500
643,254.75 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1513696 .2500
282,776.18 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1513699 .2500
321,109.70 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1513778 .2500
234,007.21 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1513781 .2500
242,352.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .3450
7.5000 .0000
1513783 .2500
282,316.48 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1513788 .2500
281,891.91 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1513830 .2500
268,468.49 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
<PAGE>
1
1513874 .2500
306,601.49 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1513875 .2500
243,325.57 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1513878 .2500
247,818.10 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
1513901 .2500
638,290.08 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
1513979 .2500
235,625.67 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.2200
7.5000 .0000
1514018 .2500
282,804.61 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1514020 .2500
228,666.23 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
1514110 .2500
254,295.16 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
<PAGE>
1
1514294 .2500
377,796.38 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
1514297 .2500
268,518.71 .0800
8.6250 .0000
8.3750 .0000
8.2950 .7950
7.5000 .0000
1514374 .2500
61,786.29 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.2200
7.5000 .0000
1514400 .2500
81,142.25 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1514709 .2500
186,436.44 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1514804 .2500
397,700.79 .0300
8.1000 .0000
7.8500 .0000
7.8200 .3200
7.5000 .0000
1514805 .2500
79,546.21 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1514806 .2500
63,170.38 .0300
8.5500 .0000
8.3000 .0000
8.2700 .7700
7.5000 .0000
<PAGE>
1
1514807 .2500
29,752.77 .0300
8.6500 .0000
8.4000 .0000
8.3700 .8700
7.5000 .0000
1514808 .2500
59,457.76 .0300
8.1500 .0000
7.9000 .0000
7.8700 .3700
7.5000 .0000
1514809 .2500
292,547.32 .0300
8.5500 .0000
8.3000 .0000
8.2700 .7700
7.5000 .0000
1514811 .2500
291,422.68 .0300
8.1500 .0000
7.9000 .0000
7.8700 .3700
7.5000 .0000
1514813 .2500
24,862.27 .0300
8.9000 .0000
8.6500 .0000
8.6200 1.1200
7.5000 .0000
1514814 .2500
34,808.39 .0300
8.6500 .0000
8.4000 .0000
8.3700 .8700
7.5000 .0000
1514815 .2500
24,867.95 .0300
9.0500 .0000
8.8000 .0000
8.7700 1.2700
7.5000 .0000
1514816 .2500
27,347.42 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
<PAGE>
1
1514817 .2500
298,386.89 .0300
8.8500 .0000
8.6000 .0000
8.5700 1.0700
7.5000 .0000
1514821 .2500
52,212.61 .0300
8.6500 .0000
8.4000 .0000
8.3700 .8700
7.5000 .0000
1514822 .2500
335,016.33 .0300
9.0500 .0000
8.8000 .0000
8.7700 1.2700
7.5000 .0000
1514836 .2500
66,813.97 .0300
8.4500 .0000
8.2000 .0000
8.1700 .6700
7.5000 .0000
1514840 .2500
221,393.21 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1514858 .2500
59,187.78 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1514862 .2500
81,481.64 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
1514863 .2500
143,216.21 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
<PAGE>
1
1514869 .2500
49,864.85 .0300
8.7500 .0000
8.5000 .0000
8.4700 .9700
7.5000 .0000
1514870 .2500
278,390.55 .0300
8.1000 .0000
7.8500 .0000
7.8200 .3200
7.5000 .0000
1514873 .2500
31,911.55 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1514874 .2500
450,679.25 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1514875 .2500
72,548.91 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1514897 .2500
298,317.09 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1515061 .2500
213,658.06 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1515082 .2500
314,246.92 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
<PAGE>
1
1515129 .2500
285,402.23 .0800
8.2500 .0000
8.0000 .0000
7.9200 .4200
7.5000 .0000
1515130 .2500
298,279.39 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1515131 .2500
334,156.60 .0800
8.6250 .0000
8.3750 .0000
8.2950 .7950
7.5000 .0000
1515136 .2500
222,087.55 .0800
8.2500 .0000
8.0000 .0000
7.9200 .4200
7.5000 .0000
1515138 .2500
341,097.13 .0800
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242,433.74 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1518052 .2500
608,886.04 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1518053 .2500
307,173.69 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1518132 .2500
420,607.82 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1518133 .2500
287,112.15 .0800
8.2500 .0000
8.0000 .0000
7.9200 .4200
7.5000 .0000
1518134 .2500
272,960.13 .0800
8.3750 .0000
8.1250 .0000
8.0450 .5450
7.5000 .0000
<PAGE>
1
1518170 .2500
308,245.62 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1518173 .2500
359,037.86 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
1518191 .2500
369,722.90 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1518192 .2500
344,852.04 .0800
8.3750 .0000
8.1250 .0000
8.0450 .5450
7.5000 .0000
1518193 .2500
242,342.61 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0450
7.5000 .0000
1518194 .2500
143,022.72 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
1518195 .2500
646,272.02 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1518196 .2500
417,617.66 .0800
8.2500 .0000
8.0000 .0000
7.9200 .4200
7.5000 .0000
<PAGE>
1
1518206 .2500
271,461.42 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1518226 .2500
150,079.33 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1518228 .2500
104,709.77 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1518230 .2500
287,969.56 .0300
8.7500 .0000
8.5000 .0000
8.4700 .9700
7.5000 .0000
1518275 .2500
244,844.32 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
1518281 .2500
410,134.18 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1518293 .2500
262,502.53 .0800
8.2500 .0000
8.0000 .0000
7.9200 .4200
7.5000 .0000
1518304 .2500
300,626.98 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0450
7.5000 .0000
<PAGE>
1
1518312 .2500
298,882.62 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
1518317 .2500
290,813.62 .0800
8.7500 .0000
8.5000 .0000
8.4200 .9200
7.5000 .0000
1518319 .2500
236,182.41 .0800
8.5000 .0000
8.2500 .0000
8.1700 .6700
7.5000 .0000
1518320 .2500
338,092.70 .0800
8.3750 .0000
8.1250 .0000
8.0450 .5450
7.5000 .0000
1518321 .2500
385,282.10 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
1518323 .2500
302,367.16 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1518324 .2500
384,481.80 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
1518326 .2500
280,400.42 .0800
8.2500 .0000
8.0000 .0000
7.9200 .4200
7.5000 .0000
<PAGE>
1
1518327 .2500
223,680.77 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0450
7.5000 .0000
1518329 .2500
340,521.51 .0800
8.6250 .0000
8.3750 .0000
8.2950 .7950
7.5000 .0000
1518333 .2500
132,030.75 .0300
8.4000 .0000
8.1500 .0000
8.1200 .6200
7.5000 .0000
1518334 .2500
166,527.99 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1518337 .2500
288,336.75 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1518338 .2500
34,404.63 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1518340 .2500
33,905.60 .0300
8.4500 .0000
8.2000 .0000
8.1700 .6700
7.5000 .0000
1518341 .2500
229,241.49 .0300
8.1000 .0000
7.8500 .0000
7.8200 .3200
7.5000 .0000
<PAGE>
1
1518342 .2500
243,325.56 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1518343 .2500
214,135.44 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1518347 .2500
63,575.74 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1518354 .2500
283,365.43 .0800
8.1250 .0000
7.8750 .0000
7.7950 .2950
7.5000 .0000
1518436 .2500
380,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .3450
7.5000 .0000
1518468 .2500
49,866.06 .0300
8.8500 .0000
8.6000 .0000
8.5700 1.0700
7.5000 .0000
1518542 .2500
263,185.04 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1518547 .2500
228,851.34 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
<PAGE>
1
1518554 .2500
239,336.63 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1518665 .2500
256,249.04 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1518763 .2500
334,053.16 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1518876 .2500
227,832.32 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1518954 .2500
174,482.98 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1519050 .2500
255,284.45 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1519057 .2500
448,742.21 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1519062 .2500
282,064.19 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
<PAGE>
1
1519275 .2500
299,161.47 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1519319 .2500
171,283.59 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1519781 .2500
249,312.06 .0300
8.5500 .0000
8.3000 .0000
8.2700 .7700
7.5000 .0000
1519834 .2500
281,607.91 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1519873 .2500
279,234.67 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1520054 .2500
328,080.41 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1520078 .2500
31,500.00 .0300
8.1000 .0000
7.8500 .0000
7.8200 .3200
7.5000 .0000
1520185 .2500
32,000.00 .0300
8.6500 .0000
8.4000 .0000
8.3700 .8700
7.5000 .0000
<PAGE>
1
1520189 .2500
211,200.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
1520238 .2500
288,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1520328 .2500
123,406.77 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1520346 .2500
550,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1520347 .2500
325,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .9200
7.5000 .0000
1520594 .2500
280,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
1520951 .2500
163,800.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1520963 .2500
400,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
<PAGE>
1
1521120 .2500
364,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0950
7.5000 .0000
1521522 .2500
298,950.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1521589 .2500
250,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .8450
7.5000 .0000
1521595 .2500
291,127.76 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1521720 .2500
171,522.45 .0300
8.4500 .0000
8.2000 .0000
8.1700 .6700
7.5000 .0000
1521725 .2500
245,569.34 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1521726 .2500
84,895.33 .0300
8.7700 .0000
8.5200 .0000
8.4900 .9900
7.5000 .0000
1521727 .2500
136,636.97 .0300
8.9700 .0000
8.7200 .0000
8.6900 1.1900
7.5000 .0000
<PAGE>
1
1521819 .2500
197,620.41 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
1521820 .2500
184,481.75 .0300
8.3500 .0000
8.1000 .0000
8.0700 .5700
7.5000 .0000
1521821 .2500
319,993.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1521822 .2500
119,663.83 .0300
8.3500 .0000
8.1000 .0000
8.0700 .5700
7.5000 .0000
1521823 .2500
69,806.51 .0300
8.5000 .0000
8.2500 .0000
8.2200 .7200
7.5000 .0000
1521830 .2500
98,625.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1521831 .2500
113,581.64 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1521832 .2500
109,706.01 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
<PAGE>
1
1521845 .2500
27,000.00 .0300
8.4500 .0000
8.2000 .0000
8.1700 .6700
7.5000 .0000
1521855 .2500
375,000.00 .0300
8.2000 .0000
7.9500 .0000
7.9200 .4200
7.5000 .0000
1521856 .2500
68,000.00 .0300
8.5250 .0000
8.2750 .0000
8.2450 .7450
7.5000 .0000
1521857 .2500
60,000.00 .0300
8.3550 .0000
8.1050 .0000
8.0750 .5750
7.5000 .0000
1521858 .2500
35,000.00 .0300
8.3500 .0000
8.1000 .0000
8.0700 .5700
7.5000 .0000
1521859 .2500
44,100.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.2200
7.5000 .0000
1522515 .2500
224,349.78 .0300
8.0000 .0000
7.7500 .0000
7.7200 .2200
7.5000 .0000
1522789 .2500
124,665.92 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.0950
7.5000 .0000
<PAGE>
1
1522803 .2500
395,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .7950
7.5000 .0000
1522887 .2500
366,550.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .1700
7.5000 .0000
1522918 .2500
397,500.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .3450
7.5000 .0000
1522927 .2500
364,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .4700
7.5000 .0000
1523422 .2500
270,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1523587 .2500
540,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .5950
7.5000 .0000
1523836 .2500
52,000.00 .0300
8.0500 .0000
7.8000 .0000
7.7700 .2700
7.5000 .0000
TOTAL NUMBER OF LOANS: 389
TOTAL BALANCE........: 104,820,608.52
RUN ON : 09/27/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.08.15 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S19 FIXED SUMMARY REPORT CUTOFF : 09/01/96
POOL : 0004219
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 8.0729 6.5000 9.5000
RFC NET RATE 7.8229 6.2500 9.2500
NET MTG RATE(INVSTR RATE) 7.7624 6.2200 9.2200
POST SPREAD RATE 7.4172 6.2200 7.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0605 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .3452 .0000 1.7200
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 389
TOTAL BALANCE........: 104,820,608.52
***************************
* END OF REPORT *
***************************
<PAGE>
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. INCORPORATION OF GUIDES BY REFERENCE.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. AMENDMENTS.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this
<PAGE>
<PAGE>
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
G-2
<PAGE>
<PAGE>
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.
G-3
<PAGE>
<PAGE>
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,
G-4
<PAGE>
<PAGE>
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
10. MISCELLANEOUS.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
G-5
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
____________________________________
(Name of Seller/Servicer)
By:____________________ By:_________________________________
(Signature) (Signature)
_______________________ By:_________________________________
(Typed Name) (Typed Name)
Title:_________________ Title:______________________________
================================================================================
ATTEST: RESIDENTIAL FUNDING CORPORATION
By:____________________ By:_________________________________
(Signature) (Signature)
_______________________ By:_________________________________
(Typed Name) (Typed Name)
Title:_________________ Title:______________________________
G-6
<PAGE>
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
_______________________________
Residential Funding Corporation
Authorized Signature
********************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other:__________________________
___________________________
Name
___________________________
Title
____________________________
Date
H-2
<PAGE>
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1996-S19,
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
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<PAGE>
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
I-1-2
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<PAGE>
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
I-1-3
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<PAGE>
of its connection with the conduct of a trade or business within the United
States.
I-1-4
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<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:___________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
____________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of ________________,
199__.
_________________________________
NOTARY PUBLIC
COUNTY OF_________________________
STATE OF__________________________
My Commission expires the ____ day
of _______________, 19__.
I-1-5
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EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
Re: Mortgage Pass-Through Certificates,
Series 1996-S19, 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-S19, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of September 1, 1996 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and Bankers Trust Company,
as trustee (the "Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement. The
Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
1. No purpose of the Seller relating to the transfer
of the Certificate by the Seller to the Purchaser is or will be
to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and
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<PAGE>
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:___________________________
I-2-2
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<PAGE>
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
RE: Mortgage Pass-Through Certificates,
Series 1996-S19, Class B-
--------------------------------------
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1996-S19, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 1996 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only
if registered and qualified pursuant to the provisions of the Act
or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and
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<PAGE>
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
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<PAGE>
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
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<PAGE>
(b) is an insurance company, the source of funds
to be used by it to purchase the Certificates is an "insurance
company general account" (within the meaning of Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of
the exemptive relief afforded under Section III of PTCE 95-60.]
Very truly yours,
_________________________________
By:______________________________
Name:____________________________
Title:___________________________
J-4
<PAGE>
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
___________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
Re: Mortgage Pass-Through Certificates,
Series 1996-S19, 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-S19, Class (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of September 1, 1996 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and Bankers Trust Company, as trustee (the "Trustee"). The
Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar
<PAGE>
<PAGE>
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,
_________________________________
By:______________________________
Name:____________________________
Title:___________________________
K-2
<PAGE>
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of September 1, 1996 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
Bankers Trust Company, as trustee, as follows:
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<PAGE>
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
L-2
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<PAGE>
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:________________________
L-3
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L-4
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<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive officer of
the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts
or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
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___ 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
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<PAGE>
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
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of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently meets
the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
____________________________________________
Print Name of Buyer
By:_________________________________________
Name:
Title:
Date:_______________________________________
L-8
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<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities (other than
the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned
in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or
L-9
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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:____________________________________________
L-10
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<PAGE>
L-11
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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
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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.
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(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
M-3
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<PAGE>
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
M-4
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<PAGE>
copy of any such instrument shall be provided to the Trustee and the Master
Servicer together with an Opinion of Counsel that such amendment complies with
this Section 12.02.
M-5
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<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S19
_____________, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
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 September 1, 1996 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and Bankers Trust Company (the "Trustee") as amended by Amendment No.
___ thereto, dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1996-S19 (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;
<PAGE>
<PAGE>
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
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<PAGE>
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein set forth shall be binding upon GMAC and its
respective successors.
5. Governing Law. This Limited Guaranty shall be governed
by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy
of this Limited Guaranty shall be delivered to the Trustee in connection with
the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
7. Definitions. Capitalized terms used but not otherwise
defined herein shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any
number of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:___________________________
Name:_________________________
Title:________________________
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
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<PAGE>
By:_____________________________
Name:___________________________
Title:__________________________
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:_____________________________
Name:___________________________
Title:__________________________
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<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S19
Re: Mortgage Pass-Through Certificates, Series
1996-S19 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 September 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;
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<PAGE>
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
___________________________________________
(Lender)
By:________________________________________
Name:______________________________________
Title:_____________________________________
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EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1519319 171,283.59 6.22 17.0666666667% 29,232.40
1517911 231,128.02 6.295 16.0666666667% 37,134.57
1517907 255,247.17 6.42 14.4000000000% 36,755.59
1518206 271,461.42 6.545 12.7333333333% 34,566.09
1517661 296,180.79 6.67 11.0666666667% 32,777.34
1517823 295,212.02 6.67 11.0666666667% 32,670.13
1517846 255,005.97 6.67 11.0666666667% 28,220.66
1517934 389,679.89 6.67 11.0666666667% 43,124.57
1517997 251,753.66 6.67 11.0666666667% 27,860.74
1517964 236,849.71 6.795 9.4000000000% 22,263.87
1519834 281,607.91 6.795 9.4000000000% 26,471.14
1491532 58,785.80 6.92 7.7333333333% 4,546.10
1516443 213,802.35 6.92 7.7333333333% 16,534.05
1517918 292,251.48 6.92 7.7333333333% 22,600.78
1517935 291,324.22 6.92 7.7333333333% 22,529.07
1518191 369,722.90 6.92 7.7333333333% 28,591.90
1511387 248,451.85 6.97 7.0666666667% 17,557.26
1518542 263,185.04 6.97 7.0666666667% 18,598.41
1474497 507,755.46 7.045 6.0666666667% 30,803.83
1508635 248,941.95 7.045 6.0666666667% 15,102.48
1517663 955,007.84 7.045 6.0666666667% 57,937.14
1517914 649,395.21 7.045 6.0666666667% 39,396.64
1517945 147,681.60 7.045 6.0666666667% 8,959.35
1517976 355,562.38 7.045 6.0666666667% 21,570.78
1518003 246,136.05 7.045 6.0666666667% 14,932.25
1518023 141,615.41 7.045 6.0666666667% 8,591.33
1518045 243,760.21 7.045 6.0666666667% 14,788.12
1518051 242,433.74 7.045 6.0666666667% 14,707.65
1477970 133,897.98 7.095 5.4000000000% 7,230.49
1517674 217,994.23 7.17 4.4000000000% 9,591.75
1517677 248,485.20 7.17 4.4000000000% 10,933.35
1517898 277,447.19 7.17 4.4000000000% 12,207.68
1517910 275,718.61 7.17 4.4000000000% 12,131.62
1517917 201,438.64 7.17 4.4000000000% 8,863.30
1517988 225,219.72 7.17 4.4000000000% 9,909.67
1518001 594,529.71 7.17 4.4000000000% 26,159.31
1518039 445,104.59 7.17 4.4000000000% 19,584.60
1518048 292,591.14 7.17 4.4000000000% 12,874.01
1518049 426,633.30 7.17 4.4000000000% 18,771.87
1518053 307,173.69 7.17 4.4000000000% 13,515.64
1512090 247,450.40 7.22 3.7333333333% 9,238.15
1512506 159,516.78 7.22 3.7333333333% 5,955.29
1512790 266,376.16 7.22 3.7333333333% 9,944.71
1513696 282,776.18 7.22 3.7333333333% 10,556.98
1515237 421,554.11 7.22 3.7333333333% 15,738.02
1517689 124,622.48 7.22 3.7333333333% 4,652.57
1520951 163,800.00 7.22 3.7333333333% 6,115.20
1495518 110,989.92 7.295 2.7333333333% 3,033.72
1502426 262,714.97 7.295 2.7333333333% 7,180.88
1517665 263,704.70 7.295 2.7333333333% 7,207.93
1517899 458,634.70 7.295 2.7333333333% 12,536.02
1517906 596,404.05 7.295 2.7333333333% 16,301.71
1517913 493,968.54 7.295 2.7333333333% 13,501.81
1517962 738,654.97 7.295 2.7333333333% 20,189.90
1517968 245,763.40 7.295 2.7333333333% 6,717.53
1517973 252,875.31 7.295 2.7333333333% 6,911.93
1517989 227,378.40 7.295 2.7333333333% 6,215.01
1517996 393,949.32 7.295 2.7333333333% 10,767.95
1518011 294,321.51 7.295 2.7333333333% 8,044.79
1518324 384,481.80 7.295 2.7333333333% 10,509.17
1509654 395,117.68 7.345 2.0666666667% 8,165.77
1511599 520,265.31 7.345 2.0666666667% 10,752.15
1520963 400,000.00 7.345 2.0666666667% 8,266.67
1521595 291,127.76 7.345 2.0666666667% 6,016.64
1502419 287,413.01 7.42 1.0666666667% 3,065.74
1513901 638,290.08 7.42 1.0666666667% 6,808.43
1516126 49,554.98 .42 1.0666666667% 528.59
1516456 258,715.16 7.42 1.0666666667% 2,759.63
1517672 275,313.96 7.42 1.0666666667% 2,936.68
1517679 299,113.67 7.42 1.0666666667% 3,190.55
1517919 138,125.72 7.42 1.0666666667% 1,473.34
1517922 257,672.79 7.42 1.0666666667% 2,748.51
1517925 334,008.21 7.42 1.0666666667% 3,562.75
1517946 280,475.46 7.42 1.0666666667% 2,991.74
1517959 397,628.81 7.42 1.0666666667% 4,241.37
1517963 494,033.66 7.42 1.0666666667% 5,269.69
1517982 118,282.17 7.42 1.0666666667% 1,261.68
1518010 308,276.97 7.42 1.0666666667% 3,288.29
1518017 221,327.07 7.42 1.0666666667% 2,360.82
1518025 64,817.21 7.42 1.0666666667% 691.38
1518194 143,022.72 7.42 1.0666666667% 1,525.58
1518321 385,282.10 7.42 1.0666666667% 4,109.68
1508355 99,407.20 7.47 0.4000000000% 397.63
1511669 350,708.61 7.47 0.4000000000% 1,402.83
1513699 321,109.70 7.47 0.4000000000% 1,284.44
1513783 282,316.48 7.47 0.4000000000% 1,129.27
1516434 218,478.45 7.47 0.4000000000% 873.91
1518954 174,482.98 7.47 0.4000000000% 697.93
1519062 282,064.19 7.47 0.4000000000% 1,128.26
1520346 550,000.00 7.47 0.4000000000% 2,200.00
$27,283,827.45 4.2407786953% $1,157,046.74
