SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 29, 1996
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under
a Pooling and Servicing Agreement dated as of February 1, 1996
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1996-S5)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Pooling and Servicing Agreement, dated as of
February 1, 1996 among Residential Funding Mortgage
Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and
First National Bank of Chicago, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Bruce J. Legan
Name: Bruce J. Legan
Title: Vice President
Dated: February 29, 1996
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S5
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . 3
Accrued Certificate Interest . . . . . . . 3
Adjusted Mortgage Rate . . . . . . . . . . 3
Advance. . . . . . . . . . . . . . . . . . 4
Affiliate. . . . . . . . . . . . . . . . . 4
Agreement. . . . . . . . . . . . . . . . . 4
Amount Held for Future Distribution. . . . 4
Appraised Value. . . . . . . . . . . . . . 4
Assignment . . . . . . . . . . . . . . . . 4
Assignment Agreement . . . . . . . . . . . 4
Assignment of Proprietary Lease. . . . . . 4
Available Distribution Amount. . . . . . . 5
Bankruptcy Amount. . . . . . . . . . . . . 5
Bankruptcy Code. . . . . . . . . . . . . . 5
Bankruptcy Loss. . . . . . . . . . . . . . 5
Book-Entry Certificate . . . . . . . . . . 5
Business Day . . . . . . . . . . . . . . . 5
Buydown Funds. . . . . . . . . . . . . . . 5
Buydown Mortgage Loan. . . . . . . . . . . 6
Cash Liquidation . . . . . . . . . . . . . 6
Certificate. . . . . . . . . . . . . . . . 6
Certificate Account. . . . . . . . . . . . 6
Certificate Account Deposit Date . . . . . 6
Certificateholder or Holder. . . . . . . . 6
Certificate Owner. . . . . . . . . . . . . 6
Certificate Principal Balance. . . . . . . 6
Certificate Register and Certificate Registrar 7
Class. . . . . . . . . . . . . . . . . . . 7
Class A Certificate. . . . . . . . . . . . 7
Class A-4 Collection Shortfall . . . . . . 7
Class A-4 Principal Distribution Amount. . 8
Class B Certificate. . . . . . . . . . . . 8
Class B Percentage . . . . . . . . . . . . 8
Class B-1 Percentage . . . . . . . . . . . 8
Class B-1 Prepayment Distribution Trigger. 8
Class B-2 Percentage . . . . . . . . . . . 8
Class B-2 Prepayment Distribution Trigger. 8
Class B-3 Percentage . . . . . . . . . . . 8
Class B-3 Prepayment Distribution Trigger. 9
Class M Certificate. . . . . . . . . . . . 9
Class M Percentage . . . . . . . . . . . . 9
Class M-1 Percentage . . . . . . . . . . . 9
Class M-2 Percentage . . . . . . . . . . . 9
Class M-2 Prepayment Distribution Trigger. 9
Class M-3 Percentage . . . . . . . . . . . 9
Class M-3 Prepayment Distribution Trigger. 9
Class R Certificate. . . . . . . . . . . . 10
Closing Date . . . . . . . . . . . . . . . 10
Code . . . . . . . . . . . . . . . . . . . 10
Compensating Interest. . . . . . . . . . . 10
Cooperative. . . . . . . . . . . . . . . . 10
Cooperative Apartment. . . . . . . . . . . 10
Cooperative Lease. . . . . . . . . . . . . 10
Cooperative Loans. . . . . . . . . . . . . 10
Cooperative Stock. . . . . . . . . . . . . 11
Cooperative Stock Certificate. . . . . . . 11
Corporate Trust Office . . . . . . . . . . 11
Credit Support Depletion Date. . . . . . . 11
Curtailment. . . . . . . . . . . . . . . . 11
Custodial Account. . . . . . . . . . . . . 11
Custodial Agreement. . . . . . . . . . . . 11
Custodian. . . . . . . . . . . . . . . . . 11
Cut-off Date . . . . . . . . . . . . . . . 11
Cut-off Date Principal Balance . . . . . . 11
Debt Service Reduction . . . . . . . . . . 11
Deficient Valuation. . . . . . . . . . . . 11
Definitive Certificate . . . . . . . . . . 12
Deleted Mortgage Loan. . . . . . . . . . . 12
Depository . . . . . . . . . . . . . . . . 12
Depository Participant . . . . . . . . . . 12
Destroyed Mortgage Note. . . . . . . . . . 12
Determination Date . . . . . . . . . . . . 12
Discount Fraction. . . . . . . . . . . . . 12
Discount Mortgage Loan . . . . . . . . . . 12
Disqualified Organization. . . . . . . . . 12
Distribution Date. . . . . . . . . . . . . 13
Due Date . . . . . . . . . . . . . . . . . 13
Due Period . . . . . . . . . . . . . . . . 13
Eligible Account . . . . . . . . . . . . . 13
Eligible Funds . . . . . . . . . . . . . . 14
Event of Default . . . . . . . . . . . . . 14
Excess Bankruptcy Loss . . . . . . . . . . 14
Excess Fraud Loss. . . . . . . . . . . . . 14
Excess Special Hazard Loss . . . . . . . . 14
Excess Spread. . . . . . . . . . . . . . . 14
Excess Subordinate Principal Amount. . . . 14
Extraordinary Events . . . . . . . . . . . 14
Extraordinary Losses . . . . . . . . . . . 15
FDIC . . . . . . . . . . . . . . . . . . . 15
FHLMC. . . . . . . . . . . . . . . . . . . 15
Final Distribution Date. . . . . . . . . . 15
Fitch. . . . . . . . . . . . . . . . . . . 15
FNMA . . . . . . . . . . . . . . . . . . . 15
Foreclosure Profits. . . . . . . . . . . . 16
Fraud Loss Amount. . . . . . . . . . . . . 16
Fraud Losses . . . . . . . . . . . . . . . 16
Independent. . . . . . . . . . . . . . . . 16
Initial Certificate Principal Balance. . . 16
Initial Monthly Payment Fund . . . . . . . 17
Insurance Proceeds . . . . . . . . . . . . 17
Insurer. . . . . . . . . . . . . . . . . . 17
Late Collections . . . . . . . . . . . . . 17
Liquidation Proceeds . . . . . . . . . . . 17
Loan-to-Value Ratio. . . . . . . . . . . . 17
Maturity Date. . . . . . . . . . . . . . . 17
Monthly Payment. . . . . . . . . . . . . . 17
Moody's. . . . . . . . . . . . . . . . . . 17
Mortgage . . . . . . . . . . . . . . . . . 18
Mortgage File. . . . . . . . . . . . . . . 18
Mortgage Loan Schedule . . . . . . . . . . 18
Mortgage Loans . . . . . . . . . . . . . . 19
Mortgage Note. . . . . . . . . . . . . . . 19
Mortgage Rate. . . . . . . . . . . . . . . 19
Mortgaged Property . . . . . . . . . . . . 19
Mortgagor. . . . . . . . . . . . . . . . . 19
Net Mortgage Rate. . . . . . . . . . . . . 19
Non-Discount Mortgage Loan . . . . . . . . 19
Non-Primary Residence Loans. . . . . . . . 19
Non-United States Person . . . . . . . . . 19
Nonrecoverable Advance . . . . . . . . . . 19
Nonsubserviced Mortgage Loan . . . . . . . 19
Officers' Certificate. . . . . . . . . . . 20
Opinion of Counsel . . . . . . . . . . . . 20
Original Senior Percentage . . . . . . . . 20
Outstanding Mortgage Loan. . . . . . . . . 20
Owner or Holder. . . . . . . . . . . . . . 20
Ownership Interest . . . . . . . . . . . . 20
Pass-Through Rate. . . . . . . . . . . . . 20
Paying Agent . . . . . . . . . . . . . . . 20
Percentage Interest. . . . . . . . . . . . 21
Permitted Investments. . . . . . . . . . . 21
Permitted Transferee . . . . . . . . . . . 22
Person . . . . . . . . . . . . . . . . . . 22
Pool Stated Principal Balance. . . . . . . 22
Prepayment Assumption. . . . . . . . . . . 22
Prepayment Distribution Percentage . . . . 22
Prepayment Distribution Trigger. . . . . . 24
Prepayment Period. . . . . . . . . . . . . 24
Primary Insurance Policy . . . . . . . . . 24
Principal Prepayment . . . . . . . . . . . 24
Principal Prepayment in Full . . . . . . . 24
Program Guide. . . . . . . . . . . . . . . 24
Purchase Price . . . . . . . . . . . . . . 25
Qualified Substitute Mortgage Loan . . . . 25
Rating Agency. . . . . . . . . . . . . . . 25
Realized Loss. . . . . . . . . . . . . . . 25
Record Date. . . . . . . . . . . . . . . . 26
Regular Certificate. . . . . . . . . . . . 26
REMIC. . . . . . . . . . . . . . . . . . . 26
REMIC Administrator. . . . . . . . . . . . 26
REMIC Provisions . . . . . . . . . . . . . 26
REO Acquisition. . . . . . . . . . . . . . 26
REO Disposition. . . . . . . . . . . . . . 26
REO Imputed Interest . . . . . . . . . . . 27
REO Proceeds . . . . . . . . . . . . . . . 27
REO Property . . . . . . . . . . . . . . . 27
Request for Release. . . . . . . . . . . . 27
Required Insurance Policy. . . . . . . . . 27
Residential Funding. . . . . . . . . . . . 27
Responsible Officer. . . . . . . . . . . . 27
Schedule of Discount Fractions . . . . . . 27
Security Agreement . . . . . . . . . . . . 27
Seller . . . . . . . . . . . . . . . . . . 27
Seller's Agreement . . . . . . . . . . . . 27
Senior Accelerated Distribution Percentage 28
Senior Percentage. . . . . . . . . . . . . 29
Senior Principal Distribution Amount . . . 29
Servicing Advances . . . . . . . . . . . . 29
Servicing Fee. . . . . . . . . . . . . . . 29
Servicing Officer. . . . . . . . . . . . . 29
Special Hazard Amount. . . . . . . . . . . 29
Special Hazard Loss. . . . . . . . . . . . 30
Spread Rate. . . . . . . . . . . . . . . . 30
Standard & Poor's. . . . . . . . . . . . . 30
Startup Day. . . . . . . . . . . . . . . . 30
Stated Principal Balance . . . . . . . . . 31
Subordinate Percentage . . . . . . . . . . 31
Subordinate Principal Distribution Amount. 31
Subserviced Mortgage Loan. . . . . . . . . 31
Subservicer. . . . . . . . . . . . . . . . 31
Subservicer Advance. . . . . . . . . . . . 32
Subservicing Account . . . . . . . . . . . 32
Subservicing Agreement . . . . . . . . . . 32
Subservicing Fee . . . . . . . . . . . . . 32
Tax Returns. . . . . . . . . . . . . . . . 32
Transfer . . . . . . . . . . . . . . . . . 32
Transferee . . . . . . . . . . . . . . . . 32
Transferor . . . . . . . . . . . . . . . . 32
Trust Fund . . . . . . . . . . . . . . . . 32
Uniform Single Attestation Program for Mortgage
Bankers . . . . . . . . . . . . . . . 33
Uninsured Cause. . . . . . . . . . . . . . 33
United States Person . . . . . . . . . . . 33
Voting Rights. . . . . . . . . . . . . . . 33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . 34
Section 2.02. Acceptance by Trustee. . . . . . 38
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and
the Company. . . . . . . . . . . 40
Section 2.04. Representations and Warranties
of Sellers . . . . . . . . . . . 44
Section 2.05. Execution and Authentication of
Certificates . . . . . . . . . . 46
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer 47
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations . . . . . . 48
Section 3.03. Successor Subservicers . . . . . 49
Section 3.04. Liability of the Master Servicer 49
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee,
Certificateholders or Owner of the
Excess Spread. . . . . . . . . . 50
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee 50
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account. . . . . . . . 50
Section 3.08. Subservicing Accounts;
Servicing Accounts . . . . . . . 53
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans. . . . . . . . . . . . . . 54
Section 3.10. Permitted Withdrawals from the
Custodial Account. . . . . . . . 54
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder 56
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. 57
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments. 59
Section 3.14. Realization Upon Defaulted
Mortgage Loans . . . . . . . . . 61
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files. . . . 63
Section 3.16. Servicing and Other Compensation 64
Section 3.17. Reports to the Trustee
and the Company. . . . . . . . . 65
Section 3.18. Annual Statement as to Compliance 65
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . 66
Section 3.20. Rights of the Company in Respect
of the Master Servicer . . . . . 66
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND OWNER OF THE EXCESS SPREAD
Section 4.01. Certificate Account. . . . . . . 67
Section 4.02. Distributions. . . . . . . . . . 67
Section 4.03. Statements to Certificateholders and
the Owner of the Excess Spread . 75
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer . . . . . 77
Section 4.05. Allocation of Realized Losses. . 79
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property 80
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . . . . 80
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates . . . . . . . . 82
Section 5.02. Registration of Transfer and
Exchange of Certificate and
Restrictions on Transfer of Excess
Spread . . . . . . . . . . . . . 83
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates . . . . . 88
Section 5.04. Persons Deemed Owners. . . . . . 89
Section 5.05. Appointment of Paying Agent. . . 89
Section 5.06. Optional Purchase of Certificates 89
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master Servicer. 92
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer . . 92
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.. . . . . . . . . . . . . 93
Section 6.04. Company and Master
Servicer Not to Resign . . . . . 94
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . 95
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . . 97
Section 7.03. Notification to Certificateholders 98
Section 7.04. Waiver of Events of Default. . . 98
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . 99
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . . .101
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans .102
Section 8.04. Trustee May Own Certificates . .102
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification103
Section 8.06. Eligibility Requirements for Trustee104
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . .104
Section 8.08. Successor Trustee. . . . . . . .105
Section 8.09. Merger or Consolidation of Trustee106
Section 8.10. Appointment of Co-Trustee
or Separate Trustee. . . . . . .106
Section 8.11. Appointment of Custodians. . . .107
Section 8.12. Appointment of Office or Agency.107
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans108
Section 9.02. Additional Termination Requirements110
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . .112
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . .115
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . .117
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . .119
Section 11.03. Limitation on Rights
of Certificateholders. . . . . .120
Section 11.04. Governing Law. . . . . . . . . .121
Section 11.05. Notices. . . . . . . . . . . . .121
Section 11.06. Notices to Rating Agency . . . .121
Section 11.07. Severability of Provisions . . .122
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing
Agreement
Pursuant to Section 11.01(e) for a Limited
Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Schedule of Discount Fractions
This is a Pooling and Servicing Agreement, effective
as of February 1, 1996, among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its permitted
successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and THE FIRST
NATIONAL BANK OF CHICAGO, as trustee (together with its permitted
successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in multiple classes, which in the aggregate will
evidence the entire beneficial ownership interest in the Mortgage
Loans (as defined herein). As provided herein, the Master
Servicer will make an election to treat the entire segregated
pool
of assets described in the definition of Trust Fund herein, and
subject to this Agreement (including the Mortgage Loans but
excluding the Initial Monthly Payment Fund), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as
the "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 rights in and to the Excess Spread (as
defined herein) will represent ownership of "regular interests"
in
the Trust Fund, and the Class R Certificates will be the sole
class of "residual interest" in the Trust Fund, in each case for
purposes of the REMIC Provisions (as defined herein) under
federal
income tax law.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate Principal
Balance, Maturity Date, initial ratings and certain features for
each Class of Certificates comprising the interests in the Trust
Fund created hereunder.
Aggregate
Initial
Pass-Through Principal
Designation Type Rate Balance Features
Class A-1 Senior 6.75% $55,184,352.00 Senior
Class A-2 Senior 6.75% 21,274,070.00 Senior
Class A-3 Senior 6.75% 38,926,942.00 Senior
Class A-4 Senior 0.00% 177,268.15 Principal Only/
Senior
Class R Senior 6.75% 100.00 Residual
Class M-1 Mezzanine 6.75% 1,493,000.00 Mezzanine
Class M-2 Mezzanine 6.75% 597,000.00 Mezzanine
Class M-3 Mezzanine 6.75% 597,000.00 Mezzanine
Class B-1 Subordinate 6.75% 597,000.00 Subordinate
Class B-2 Subordinate 6.75% 299,000.00 Subordinate
Class B-3 Subordinate 6.75% 298,952.57 Subordinate
Maturity Initial Ratings
Designation Date S&P Fitch
Class A-1 February 25, 2011 AAA AAA
Class A-2 February 25, 2011 AAA AAA
Class A-3 February 25, 2011 AAA AAA
Class A-4 February 25, 2011 AAAr AAA
Class R February 25, 2011 AAA AAA
Class M-1 February 25, 2011 AA N/A
Class M-2 February 25, 2011 A N/A
Class M-3 February 25, 2011 BBB N/A
Class B-1 February 25, 2011 BB N/A
Class B-2 February 25, 2011 B N/A
Class B-3 February 25, 2011 N/A N/A
The Mortgage Loans have an aggregate Cut-off Date
Principal Balance equal to $119,444,684.72. The Mortgage Loans
are fixed rate mortgage loans having terms to maturity at
origination or modification of not more than 15 years.
In consideration of the mutual agreements herein
contained, the Company, the Master Servicer and the Trustee agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the
meanings specified in this Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A Certificate (other than the
Class A-4 Certificates, which are not entitled to distributions
of
interest), any Class M Certificate, any Class B Certificate or
any
Class R Certificate, one month's interest accrued at the related
Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates will be reduced
by the amount of (i) Prepayment Interest Shortfalls (to the
extent
not offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01), (ii) the interest portion
(adjusted to the Net Mortgage Rate) of Realized Losses (including
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated solely
to one or more specific Classes of Certificates pursuant to
Section 4.05, (iii) the interest portion of Advances previously
made with respect to a Mortgage Loan or REO Property which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made
with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses and (iv) any other
interest shortfalls not covered by the subordination provided by
the Class M Certificates and Class B Certificates, including
interest that is not collectible from the Mortgagor pursuant to
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,
or similar legislation or regulations as in effect from time to
time, with all such reductions allocated among all of the
Certificates and to the Excess Spread in proportion to their
respective amounts of Accrued Certificate Interest and the amount
of Excess Spread payable on such Distribution Date which would
have resulted absent such reductions. In addition to that portion
of the reductions described in the preceding sentence that are
allocated to any Class of Class B Certificates or any Class of
Class M Certificates, Accrued Certificate Interest on such Class
of Class B Certificates or such Class of Class M Certificates
will
be reduced by the interest portion (adjusted to the Net Mortgage
Rate) of Realized Losses that are allocated solely to such Class
of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05. The Class A-4 Certificates receive no
distributions of Accrued Certificate Interest.
Adjusted Mortgage Rate: With respect to any Mortgage
Loan and any date of determination, the Mortgage Rate borne by
the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by
the Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other
Person controlling, controlled by or under common control with
such first Person. For the purposes of this definition,
"control"
means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.
Agreement: This Pooling and Servicing Agreement and
all amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any
Distribution Date, the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination
Date on account of (i) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of
such Distribution Date (other than such Liquidation Proceeds,
Insurance Proceeds and purchases of Mortgage Loans that the
Master
Servicer has deemed to have been received in the preceding month
in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due
Date.
Appraised Value: As to any Mortgaged Property, the
lesser of (i) the appraised value of such Mortgaged Property
based
upon the appraisal made at the time of the origination of the
related Mortgage Loan, and (ii) the sales price of the Mortgaged
Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage
Loan
as to which it is either the appraised value determined above or
the appraised value determined in an appraisal at the time of
refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of the Certificateholders and
the Owner of the Excess Spread, 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 February 29, 1996, between Residential
Funding and the Company relating to the transfer and assignment
of
the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related Cooperative Lease
from the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating
to
the Mortgage Loans on deposit in the Custodial Account as of the
close of business on the immediately preceding Determination Date
and amounts deposited in the Custodial Account in connection with
the substitution of Qualified Substitute Mortgage Loans, (ii) the
amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in
the Custodial Account pursuant to Section 3.12(a) and (iv) any
amount deposited in the Certificate Account pursuant to Sections
2.01(f) and 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.
Bankruptcy Code: The Bankruptcy Code of 1978, as
amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however,
that neither a Deficient Valuation nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding
the related Mortgage Loan and either (A) the related Mortgage
Loan
is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in
the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the State
of
New York, the State of Michigan, the State of California or the
State of Illinois (and such other state or states in which the
Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to
be closed.
Buydown Funds: Any amount contributed by the seller
of a Mortgaged Property, the Company or other source in order to
enable the Mortgagor to reduce the payments required to be made
from the Mortgagor's funds in the early years of a Mortgage Loan.
Buydown Funds are not part of the Trust Fund prior to deposit
into
the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which
a specified amount of interest is paid out of related Buydown
Funds in accordance with a related buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan
other than a Mortgage Loan as to which an REO Acquisition
occurred, a determination by the Master Servicer that it has
received all Insurance Proceeds, Liquidation Proceeds and other
payments or cash recoveries which the Master Servicer reasonably
and in good faith expects to be finally recoverable with respect
to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M
Certificate, Class B Certificate or Class R Certificate.
Certificate Account: The account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled
"The First National Bank of Chicago, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates and the Owner of the
Excess Spread, Series 1996-S5" and which must be an Eligible
Account.
Certificate Account Deposit Date: As to any
Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name
a Certificate is registered in the Certificate Register, except
that neither a Disqualified Organization nor a Non-United States
Person shall be a holder of a Class R Certificate for purposes
hereof and, solely for the purpose of giving any consent or
direction pursuant to this Agreement, any Certificate, other than
a Class R Certificate, registered in the name of the Company, the
Master Servicer or any Subservicer or any Affiliate thereof shall
be deemed not to be outstanding and the Percentage Interest or
Voting Rights evidenced thereby shall not be taken into account
in
determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or
direction
has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise
specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the
Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the
Depository.
Certificate Principal Balance: With respect to each
Class A Certificate and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate
Principal Balance of such Certificate as specified on the face
thereof, minus (ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate
Principal Balance or amount thereof pursuant to Section 4.02(a)
and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized
Losses
which were previously allocated to such Certificate (or any
predecessor Certificate), pursuant to Section 4.05. With respect
to each Class M Certificate, on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of
such Class M Certificate as specified on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate
Principal Balances of the Class B Certificates have been reduced
to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the
highest numerical designation at any given time shall thereafter
be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class B
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate
Principal
Balance of each Class B Certificate of those Class B Certificates
outstanding with the highest numerical designation at any given
time shall be calculated to equal the Percentage Interest
evidenced by such Certificate times the excess, if any, of (A)
the
then aggregate Stated Principal Balance of the Mortgage Loans
over
(B) the then aggregate Certificate Principal Balance of all other
Classes of Certificates then outstanding.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates bearing
the same designation.
Class A Certificate: Any one of the Class A-1, Class
A-2, Class A-3 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
evidencing an interest designated as a "regular interest" in the
Trust Fund for purposes of the REMIC Provisions.
Class A-4 Collection Shortfall: With respect to the
Final Disposition of a Discount Mortgage Loan and any
Distribution
Date, the excess, if any, 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 Trust Fund for purposes of the REMIC Provisions.
Class B Percentage: The sum of 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
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.
Class B-1 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class B-1 Certificates,
Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is
greater
than or equal to 1.00%.
Class B-2 Percentage: With respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class B-2 Certificates immediately prior to such
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.
Class B-2 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class B-2 Certificates
and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior
to such Distribution Date is greater than or equal to 0.50%.
Class B-3 Percentage: With respect to any
Distribution Date, a fraction expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class B-3 Certificates immediately prior to such
Distribution 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 Trust Fund for purposes of the REMIC Provisions.
Class M Percentage: The sum of the Class M-1
Percentage, Class M-2 Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class M-1 Certificates immediately prior to such
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.
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
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.
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 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.
Class M-3 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class M-3 Certificates,
Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date divided
by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.50%.
Class R Certificate: Any one of the Class R
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit D and evidencing an interest designated as a "residual
interest" in the Trust Fund for purposes of the REMIC Provisions.
Closing Date: February 29, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any
Distribution Date, an amount equal to Prepayment Interest
Shortfalls resulting from Principal Prepayments in Full during
the
related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the
Mortgage Loans immediately preceding such Distribution Date and
(b) the sum of the Servicing Fee, all income and gain on amounts
held in the Custodial Account and the Certificate Account and
payable to the Certificateholders and the Owner of the Excess
Spread with respect to such Distribution Date and servicing
compensation to which the Master Servicer may be entitled
pursuant
to Section 3.10(a)(v) and (vi); provided that for purposes of
this
definition the amount of the Servicing Fee will not be reduced
pursuant to Section 7.02 except as may be required pursuant to
the
last sentence of such Section.
Cooperative: A private, cooperative housing
corporation organized under the laws of, and headquartered in,
the
State of New York which owns or leases land and all or part of a
building or buildings located in the State of New York, including
apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other
things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the
Mortgagor has an exclusive right to occupy pursuant to the terms
of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative
Loan, the proprietary lease or occupancy agreement with respect
to
the Cooperative Apartment occupied by the Mortgagor and relating
to the related Cooperative Stock, which lease or agreement
confers
an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the
Cooperative Lease, (iv) financing statements and (v) a stock
power
(or other similar instrument), and ancillary thereto, a
recognition agreement between the Cooperative and the originator
of the Cooperative Loan, each of which was transferred and
assigned to the Trustee pursuant to Section 2.01 and are from
time
to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative
Loan, the single outstanding class of stock, partnership interest
or other ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the
Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered,
which office at the date of the execution of this instrument is
located at One First National Plaza, Chicago, Illinois
60670-0126,
Attention: Residential Funding Corporation Series 1996-S5.
Credit Support Depletion Date: The first Distribution
Date on which the Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a
Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts
created and maintained pursuant to Section 3.07 in the name of a
depository institution, as custodian for the holders of the
Certificates, for the holders of certain other interests in
mortgage loans serviced or sold by the Master Servicer and for
the
Master Servicer, into which the amounts set forth in Section 3.07
shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
Custodial Agreement: An agreement that may be entered
into among the Company, the Master Servicer, the Trustee and a
Custodian in substantially the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a
Custodial Agreement.
Cut-off Date: February 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.
Deficient Valuation: With respect to any Mortgage
Loan, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding
indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any scheduled
Monthly Payment that constitutes a permanent forgiveness of
principal, which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully
registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to
be replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any
successor Depository hereafter named. The nominee of the initial
Depository for purposes of registering those Certificates that
are
to be Book-Entry Certificates is Cede & Co. The Depository shall
at all times be a "clearing corporation" as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York
and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or
other financial institution or other Person for whom from time to
time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original
of which was permanently lost or destroyed and has not been
replaced.
Determination Date: With respect to any Distribution
Date, the 20th day (or if such 20th day is not a Business Day,
the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Discount Fraction: With respect to each Discount
Mortgage Loan, the fraction expressed as a percentage, the
numerator of which is 6.75% minus the Net Mortgage Rate (or the
initial Net Mortgage Rate with respect to any Discount Mortgage
Loans as to which the Mortgage Rate is modified pursuant to
3.07(a)) for such Mortgage Loan and the denominator of which is
6.75%. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth on Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a
Net Mortgage Rate (or an initial Net Mortgage Rate) of less than
6.75% and any Mortgage Loan deemed to be a Discount Mortgage Loan
pursuant to the definition of Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined
as a "disqualified organization" under Section 860E(e)(5) of the
Code, which includes any of the following: (i) the United
States,
any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation
if
all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain
farmers' cooperatives described in Section 521 of the Code) which
is exempt from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax
imposed
under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R Certificate to
such
Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701
of
the Code or successor provisions.
Distribution Date: The 25th day of any month
beginning in the month immediately following the month of the
initial issuance of the Certificates or, if such 25th day is not
a
Business Day, the Business Day immediately following such 25th
day.
Due Date: With respect to any Distribution Date, the
first day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date,
the period commencing on the second day of the month preceding
the
month of such Distribution Date and ending on the related Due
Date.
Eligible Account: An account that is any of the
following: (i) maintained with a depository institution the debt
obligations of which have been rated by each Rating Agency in its
highest rating available, or (ii) an account or accounts in a
depository institution in which such accounts are fully insured
to
the limits established by the FDIC, provided that any deposits
not
so insured shall, to the extent acceptable to each Rating Agency,
as evidenced in writing, be maintained such that (as evidenced by
an Opinion of Counsel delivered to the Trustee and each Rating
Agency) the registered Holders of Certificates have a claim with
respect to the funds in such account or a perfected first
security
interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository
institution with which such account is maintained, or (iii) in
the
case of the Custodial Account, either (A) a trust account or
accounts maintained in the corporate trust department of The
First
National Bank of Chicago or (B) an account or accounts maintained
in the corporate asset services department of The First National
Bank of Chicago, as long as its short term debt obligations are
rated P-1 (or the equivalent) or better by each Rating Agency and
its long term debt obligations are rated A2 (or the equivalent)
or
better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in
the
corporate trust division of The First National Bank of Chicago,
or
(v) an account or accounts of a depository institution acceptable
to each Rating Agency (as evidenced in writing by each Rating
Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to
any
Class of Certificates by such Rating Agency below the lower of
the
then-current rating or the rating assigned to such Certificates
as
of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the
portion, if any, of the Available Distribution Amount remaining
after reduction by the sum of the Senior Interest Distribution
Amount, the Senior Principal Distribution Amount (determined
without regard to Section 4.02(a)(ii)(Y)(D)), the Class A-4
Principal Distribution Amount (determined without regard to
Section 4.02(b)(i)(E)) and the aggregate amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or
portion thereof, which exceeds the then applicable Bankruptcy
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion
thereof, which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss,
or portion thereof, that exceeds the then applicable Special
Hazard Amount.
Excess Spread: With respect to any Distribution Date,
the aggregate of one month's interest on the Stated Principal
Balance of each Mortgage Loan at the applicable Spread Rate,
calculated on the basis of a 360-day year consisting of twelve
30-day months. Excess Spread on any Distribution Date will be
reduced by the interest shortfalls described in clauses (i)
through (iv) of the 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 amount calculated pursuant to Section
4.02(b)(i)(E).
Extraordinary Events: Any of the following conditions
with respect to a Mortgaged Property or Mortgage Loan causing or
resulting in a loss which causes the liquidation of such Mortgage
Loan:
(a) losses that are of the type that would be
covered by the fidelity bond and the errors and
omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a
peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace
or war, including action in hindering, combatting or
defending against an actual, impending or expected
attack:
1. by any government or sovereign power,
de jure or de facto, or by any authority
maintaining or using military, naval or air
forces; or
2. by military, naval or air forces; or
3. by an agent of any such government,
power, authority or forces;
(d) any weapon of war employing atomic fission
or radioactive force whether in time of peace or war;
or
(e) insurrection, rebellion, revolution, civil
war, usurped power or action taken by governmental
authority in hindering, combatting or defending
against such an occurrence, seizure or destruction
under quarantine or customs regulations, confiscation
by order of any government or public authority; or
risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage
Loan caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and
existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on
which the final distribution in respect of the Certificates will
be made pursuant to Section 9.01 which Final Distribution Date
shall in no event be later than the end of the 90-day liquidation
period described in Section 9.02.
Fitch: Fitch Investors Service, L.P. or its successor
in interest.
FNMA: Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or
related Determination Date and any Mortgage Loan, the excess, if
any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds
(net of all amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property (determined, in the
case of an REO Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on such unpaid
principal balance from the Due Date to which interest was last
paid by the Mortgagor to the first day of the month following the
month in which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination
after the Cut-off Date, an amount equal to: (X) 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 (Y) from the third to
the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the
Fraud Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the most
recent
anniversary of the Cut-off Date up to such date of determination.
On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such
coverage is reduced) provided that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the
rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency
and
(ii) provide a copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which
there was fraud in the origination of such Mortgage Loan.
Independent: When used with respect to any specified
Person, means such a Person who (i) is in fact independent of the
Company, the Master Servicer and the Trustee, or any Affiliate
thereof, (ii) does not have any direct financial interest or any
material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is
not connected with the Company, the Master Servicer or the
Trustee
as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Initial Certificate Principal Balance: With respect
to each Class of Certificates, the Certificate Principal Balance
of such Class of Certificates as of the Cut-off Date as set forth
in the Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section
2.01(f).
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy or any
other related insurance policy covering a Mortgage Loan, to the
extent such proceeds are payable to the mortgagee under the
Mortgage, any Subservicer, the Master Servicer or the Trustee and
are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing
mortgage loans held for its own account.
Insurer: Any named insurer under any Primary
Insurance Policy or any successor thereto or the named insurer in
any replacement policy.
Late Collections: With respect to any Mortgage Loan,
all amounts received during any Due Period, whether as late
payments of Monthly Payments or as Insurance Proceeds,
Liquidation
Proceeds or otherwise, which represent late payments or
collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking of an entire Mortgaged Property by exercise of the power
of
eminent domain or condemnation or in connection with the
liquidation of a defaulted Mortgage Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction,
expressed as a percentage, the numerator of which is the current
principal balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the related Mortgaged Property.
Maturity Date: The latest possible maturity date,
solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, by which the Certificate Principal Balance of each
Class of Certificates representing a regular interest in the
Trust
Fund and the rights to the Excess Spread would be reduced to
zero,
which is February 25, 2011, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage
Loan.
Monthly Payment: With respect to any Mortgage Loan
(including any REO Property) and any Due Date, the payment of
principal and interest due thereon in accordance with the
amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations
occurring prior to such Due Date but before any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or
similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its
successor in interest.
Mortgage: With respect to each Mortgage Note related
to a Mortgage Loan which is not a Cooperative Loan, the mortgage,
deed of trust or other comparable instrument creating a first
lien
on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan and any
additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage
Loans attached hereto as Exhibit F (as amended from time to time
to reflect the addition of Qualified Substitute Mortgage Loans),
which list shall set forth at a minimum the following information
as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN
#");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL
P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is
secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively
set forth all of the information requested.
Mortgage Loans: Such of the mortgage loans
transferred and assigned to the Trustee pursuant to Section 2.01
as from time to time are held or deemed to be held as a part of
the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified
Substitute Mortgage Loans held or deemed held as part of the
Trust
Fund including, without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, each related Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other
evidence of indebtedness evidencing the indebtedness of a
Mortgagor under a Mortgage Loan, together with any modification
thereto.
Mortgage Rate: As to any Mortgage Loan, the interest
rate borne by the related Mortgage Note, or any modification
thereto.
Mortgaged Property: The underlying real property
securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per
annum rate of interest equal to the Adjusted Mortgage Rate less
the per annum rate at which the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is
not a Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans
designated as secured by second or vacation residences, or by
non-owner occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a
United States Person.
Nonrecoverable Advance: Any Advance previously made
or proposed to be made by the Master Servicer in respect of a
Mortgage Loan (other than a Deleted Mortgage Loan) which, in the
good faith judgment of the Master Servicer, will not, or, in the
case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer pursuant to Section 4.02(a)
hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that,
at the time of reference thereto, is not subject to a
Subservicing
Agreement.
Officers' Certificate: A certificate signed by the
Chairman of the Board, the President or a Vice President or
Assistant Vice President, or a Director or Managing Director, and
by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel
acceptable to the Trustee and the Master Servicer, who may be
counsel for the Company or the Master Servicer, provided that any
opinion of counsel (i) referred to in the definition of
"Permitted
Transferee" or (ii) relating to the qualification of the Trust
Fund as a REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed
as a percentage, the numerator of which is the aggregate Initial
Certificate Principal Balance of the Class A Certificates (other
than the Class A-4 Certificates) and Class R Certificates and the
denominator of which is the aggregate Stated Principal Balance of
the Mortgage Loans (other than the related Discount Fraction of
the Discount Mortgage Loans), which is approximately 96.75% as of
the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a
Mortgage Loan (including an REO Property) which was not the
subject of a Principal Prepayment in Full, Cash Liquidation or
REO
Disposition and which was not purchased, deleted or substituted
for prior to such Due Date pursuant to Section 2.02, 2.03 or
2.04.
Owner or Holder: With respect to the Excess Spread,
Residential Funding or its designee, 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), Class M
Certificates, Class B Certificates and Class R Certificates and
any Distribution Date, the per annum rate set forth in the
Preliminary Statement hereto. The Class A-4 Certificates have no
Pass-Through Rate and are not entitled to Accrued Certificate
Interest.
Paying Agent: The First National Bank of Chicago or
any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate
(other than a Class R Certificate), the undivided percentage
ownership interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall be equal
to
the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the
Certificates of the same Class. With respect to a Class R
Certificate, the interest in distributions to be made with
respect
to such Class evidenced thereby, expressed as a percentage, as
stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to
principal and interest by the United States or any
agency or instrumentality thereof when such
obligations are backed by the full faith and credit of
the United States;
(ii) repurchase agreements on obligations
specified in clause (i) maturing not more than one
month from the date of acquisition thereof, provided
that the unsecured obligations of the party agreeing
to repurchase such obligations are at the time rated
by each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit,
demand deposits, time deposits and bankers'
acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an
original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or
trust company incorporated under the laws of the
United States or any state thereof or of any domestic
branch of a foreign depository institution or trust
company; provided that the debt obligations of such
depository institution or trust company (or, if the
only Rating Agency is Standard & Poor's, in the case
of the principal depository institution in a
depository institution holding company, debt
obligations of the depository institution holding
company) at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the
depository or trust company is a principal subsidiary
of a bank holding company and the debt obligations of
such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding
company; and, provided further that, if the original
maturity of such short-term obligations of a domestic
branch of a foreign depository institution or trust
company shall exceed 30 days, the short-term rating of
such institution shall be A-1+ in the case of Standard
& Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original
maturities of not more than 365 days) of any
corporation incorporated under the laws of the United
States or any state thereof which on the date of
acquisition has been rated by each Rating Agency in
its highest short-term rating available; provided that
such commercial paper shall have a remaining maturity
of not more than 30 days;
(v) a money market fund or a qualified
investment fund rated by each Rating Agency in its
highest long-term rating available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted
Investment hereunder and will not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, that no instrument shall be a Permitted
Investment if it represents, either (1) the right to receive only
interest payments with respect to the underlying debt instrument
or (2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument
provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References
herein
to the highest rating available on unsecured long-term debt shall
mean AAA in the case of Standard & Poor's and Fitch and Aaa in
the
case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt
obligations shall mean A-1 in the case of Standard & Poor's, P-1
in the case of Moody's and either A-1 by Standard & Poor's, P-1
by
Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding Mortgage Loan on the
Due Date in the month preceding the month of such date of
determination.
Prepayment Assumption: A prepayment assumption of
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 0.20% 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 0.20% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to
any Distribution Date and each Class of Class M Certificates and
Class B Certificates, under the applicable circumstances set
forth
below, the respective percentages set forth below:
(i) For any Distribution Date on which the Class M-1
Certificates are outstanding and prior to the
later to occur of (x) the Distribution Date in
March 2003 and (y) the Distribution Date on
which the sum of the Class M-2 Percentage,
Class M-3 Percentage and Class B Percentage
(before taking into account such month's
distribution) equals or exceeds 4.01%:
(a) in the case of the Class M-1 Certificates,
100%; and
(b) in the case of each other Class of Class M
Certificates and each Class of Class B
Certificates, 0%.
(ii) For any Distribution Date on which any Class of
Class M or Class B Certificates are outstanding
not discussed in clause (i) above:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest
numerical designation, or in the event the Class
M Certificates are no longer outstanding, the
Class of Class B Certificates then outstanding
with the lowest numerical designation and each
other Class of Class M Certificates and Class B
Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the
numerator of which is the Certificate Principal
Balance of such Class immediately prior to such
date and the denominator of which is the sum of
the Certificate Principal Balances immediately
prior to such date of (1) the Class of Class M
Certificates then outstanding with the lowest
numerical designation, or in the event the Class
M Certificates are no longer outstanding, the
Class of Class B Certificates then outstanding
with the lowest numerical designation and (2)
all other Classes of Class M Certificates and
Class B Certificates for which the respective
Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of
Class M Certificates and Class B Certificates
for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the
application of the foregoing percentages on any
Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the
definition of "Subordinate Principal Distribution
Amount") would result in a distribution in respect of
principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount
greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing Class"),
then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that,
when applied as described above, would exactly reduce
the Certificate Principal Balance of such Class to
zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M Certificates and Class B
Certificates (any such Class, a "Non-Maturing Class")
shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class
had been reduced to zero (such percentage as
recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion
to their respective Recalculated Percentages (the
portion of such aggregate reduction so allocated to
any Non-Maturing Class, the "Adjustment Percentage");
and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated
in accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of each
Maturing Class had not been reduced to zero, plus (2)
the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2
Prepayment Distribution Trigger, Class M-3 Prepayment
Distribution
Trigger, Class B-1 Prepayment Distribution Trigger, Class B-2
Prepayment Distribution Trigger or Class B-3 Prepayment
Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution
Date and any Mortgage Loan (other than a Mortgage Loan relating
to
an REO Property) that was the subject of (a) a Principal
Prepayment in Full during the related Prepayment Period, an
amount
equal to the excess of one month's interest at the Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan over
the amount of interest (adjusted to the Net Mortgage Rate) paid
by
the Mortgagor for such Prepayment Period to the date of such
Principal Prepayment in Full or (b) a Curtailment during the
prior
calendar month, an amount equal to one month's interest at the
Net
Mortgage Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of
mortgage guaranty insurance or any replacement policy therefor
referred to in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or
other recovery on a Mortgage Loan, including a recovery that
takes
the form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal
Prepayment made by a Mortgagor of the entire principal balance of
a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase
and conduit servicing program and all supplements and amendments
thereto published by Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or
REO Property) required to be purchased on any date pursuant to
Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of
(i) 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or at the
Net Mortgage Rate in the case of a purchase made by the Master
Servicer) on the Stated Principal Balance thereof to the first
day
of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and not more than 1% per annum higher than the Mortgage Rate and
Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as
of the date of substitution; (iii) have a Loan-to-Value Ratio at
the time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution; (iv) have a remaining
term to stated maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan; (v) comply
with
each representation and warranty set forth in Sections 2.03 and
2.04 hereof and Section 4 of the Assignment Agreement; and (vi)
have a Spread Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x)
with respect to any Qualified Substitute Mortgage Loan
substituted
for a Deleted Mortgage Loan which was a Discount Mortgage Loan,
such Qualified Substitute Mortgage Loan shall be deemed to be a
Discount Mortgage Loan and to have a Discount Fraction equal to
the Discount Fraction of the Deleted Mortgage Loan and (y) in the
event that the "Spread Rate" of any Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Spread Rate" is
greater than the Spread Rate of the related Deleted Mortgage Loan
(i) the Spread Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Spread Rate of the related Deleted Mortgage
Loan for purposes of calculating the Excess Spread and (ii) the
excess of the Spread Rate on such Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Spread Rate"
over the Spread Rate on the related Deleted Mortgage Loan shall
be
payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Fitch and Standard & Poor's with
respect to the Class A Certificates and Class R Certificates,
Standard & Poor's with respect to the Class M-1, Class M-2, Class
M-3, Class B-1 and Class B-2 Certificates. If either agency or a
successor is no longer in existence, "Rating Agency" shall be
such
statistical credit rating agency, or other comparable Person,
designated by the Company, notice of which designation shall be
given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or
REO Property) as to which a Cash Liquidation or REO Disposition
has occurred, an amount (not less than zero) equal to (i) the
Stated Principal Balance of the Mortgage Loan (or REO Property)
as
of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage
Rate from the Due Date as to which interest was last paid or
advanced to the Certificateholders and the Owner of the Excess
Spread up to the last day of the month in which the Cash
Liquidation (or REO Disposition) occurred on the Stated Principal
Balance of such Mortgage Loan (or REO Property) outstanding
during
each Due Period that such interest was not paid or advanced,
minus
(iii) the proceeds, if any, received during the month in which
such Cash Liquidation (or REO Disposition) occurred, to the
extent
applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with
respect to related Advances or expenses as to which the Master
Servicer or Subservicer is entitled to reimbursement thereunder
but which have not been previously reimbursed. With respect to
each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as
reduced by the Deficient Valuation. With respect to each
Mortgage
Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date,
the close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date
occurs.
Regular Certificate: Any of the Certificates other
than a Class R Certificate.
REMIC: A "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation.
REMIC Provisions: Provisions of the federal income
tax law relating to real estate mortgage investment conduits,
which appear at Sections 860A through 860G of Subchapter M of
Chapter 1 of the Code, and related provisions, and temporary and
final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and
published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master
Servicer on behalf of the Trustee for the benefit of the
Certificateholders and the Owner of the Excess Spread of any REO
Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other
payments and recoveries (including proceeds of a final sale)
which
the Master Servicer expects to be finally recoverable from the
sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any
period, an amount equivalent to interest (at the Net Mortgage
Rate
that would have been applicable to the related Mortgage Loan had
it been outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in
respect of any REO Property (including, without limitation,
proceeds from the rental of the related Mortgaged Property) which
proceeds are required to be deposited into the Custodial Account
only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the
Master Servicer through foreclosure or deed in lieu of
foreclosure
in connection with a defaulted Mortgage Loan.
Request for Release: A request for release, the forms
of which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any
Mortgage Loan, any insurance policy which is required to be
maintained from time to time under this Agreement, the Program
Guide or the related Subservicing Agreement in respect of such
Mortgage Loan.
Residential Funding: Residential Funding Corporation,
a Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the
Trustee, any officer of the Corporate Trust Department of the
Trustee, including any Senior Vice President, any Vice President,
any Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom, with
respect to a particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting
forth the Discount Fractions with respect to the Discount
Mortgage
Loans, attached hereto as Exhibit P.
Security Agreement: With respect to a Cooperative
Loan, the agreement creating a security interest in favor of the
originator in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including
any Subservicer, that executed a Seller's Agreement applicable to
such Mortgage Loan.
Seller's Agreement: An agreement for the origination
and sale of Mortgage Loans generally in the form of the Seller
Contract referred to or contained in the Program Guide, or in
such
other form as has been approved by the Master Servicer and the
Company, each containing representations and warranties in
respect
of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With
respect to any Distribution Date, the percentage indicated below:
Distribution Date
Senior Accelerated
Distribution Percentage
March 1996 through
February 2001. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
100%
March 2001 through
February 2002. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
Senior Percentage, plus 70% of the
Subordinate Percentage
March 2002 through
February 2003. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
Senior Percentage, plus 60% of the
Subordinate Percentage
March 2003 through
February 2004. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
Senior Percentage, plus 40% of the
Subordinate Percentage
March 2004 through
February 2005. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
Senior Percentage, plus 20% of the
Subordinate Percentage
March 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 current aggregate 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 any
Distribution
Date are less than 10% of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B
Certificates and (ii) that for any Distribution Date on which the
Senior Percentage is greater than the Original Senior Percentage,
the Senior Accelerated Distribution Percentage for such
Distribution Date shall be 100%. Notwithstanding the foregoing,
upon the reduction of the aggregate Certificate Principal Balance
of the Class A Certificates (other than the Class A-4
Certificates) and Class R Certificates to zero, the Senior
Accelerated Distribution Percentage shall thereafter be 0%.
Senior Percentage: As of any Distribution Date, the
lesser of 100% and a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class A Certificates (other than the Class A-4
Certificates) and Class R Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount remaining after the distribution of all
amounts required to be distributed pursuant to Section 4.02(a)(i)
and (ii)(X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created
and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and
necessary "out of pocket" costs and expenses incurred in
connection with a default, delinquency or other unanticipated
event by the Master Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Sections
3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer
or
any Affiliate of the Master Servicer provides services such as
appraisals and brokerage services that are customarily provided
by
Persons other than servicers of mortgage loans, reasonable
compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master Servicer
in respect of master servicing compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV FEE" for such Mortgage Loan, as may be adjusted with respect
to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and specimen signature appear on
a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date,
an amount equal to $2,222,232 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 27.91% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged
Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the largest Mortgage Loan secured
by a Mortgaged Property located in the State of California.
The Special Hazard Amount may be further reduced by
the Master Servicer (including accelerating the manner in which
coverage is reduced) provided that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the
rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency
and
(ii) provide a copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess
of the cost of the lesser of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property on account of direct
physical loss, exclusive of (i) any loss of a type covered by a
hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to
Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any
Extraordinary Loss.
Spread Rate: With respect to each Mortgage Loan, a
per annum rate equal to the excess of (a) the Net Mortgage Rate
of
such Mortgage Loan over (b) 6.75% per annum.
Standard & Poor's: Standard & Poor's Ratings
Services, a division of the McGraw-Hill Companies, or its
successor in interest.
Startup Day: The day designated as such pursuant to
Article X hereof.
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 the
Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Percentage: For any Distribution Date,
100% minus the Senior Percentage with respect to such
Distribution
Date.
Subordinate Principal Distribution Amount: With
respect to any Distribution Date and each Class of Class M
Certificates and Class B Certificates, (a) the sum of (i) the
product of (x) the related Class M Percentage or Class B
Percentage for such Class and (y) the aggregate of the amounts
for
such Distribution Date referred to in 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 referred to in Section 4.02(a)(ii)(Y)(B) to
the extent such collections are not otherwise distributed to the
Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage, (y) 100% minus the Senior
Accelerated Distribution Percentage and (z) 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 the Discount Mortgage Loans); (iv) if such Class
is the most senior Class of Certificates then outstanding (as
established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as determined for any
previous Distribution Date, that remain undistributed to the
extent that such amounts are not attributable to Realized Losses
which have been allocated to a subordinate Class of Class M or
Class B Certificates minus (b) any Excess Subordinate Principal
Amount not payable to such Class on such Distribution Date
pursuant to the definition thereof; provided, however, that such
amount shall in no event exceed the outstanding Certificate
Principal Balance of such Class of Certificates immediately prior
to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is subject to a Subservicing
Agreement.
Subservicer: Any Person with whom the Master Servicer
has entered into a Subservicing Agreement and who generally
satisfied the requirements set forth in the Program Guide in
respect of the qualification of a Subservicer as of the date of
its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of
principal and interest on a Mortgage Loan which is advanced by
the
related Subservicer (net of its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between
the Master Servicer and any Subservicer relating to servicing and
administration of certain Mortgage Loans as provided in Section
3.02, generally in the form of the servicer contract referred to
or contained in the Program Guide or in such other form as has
been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee
payable monthly to the related Subservicer (or, in the case of a
Nonsubserviced Mortgage Loan, to the Master Servicer) in respect
of subservicing and other compensation that accrues at an annual
rate equal to the excess of the Mortgage Rate borne by the
related
Mortgage Note over the rate per annum designated on the Mortgage
Loan Schedule as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on
Internal Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit Income Tax Return, including Schedule Q
thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to
be filed on behalf of the Trust Fund due to its classification as
a REMIC under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be
furnished to the Certificateholders and the Owner of the Excess
Spread or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale,
pledge, hypothecation or other form of assignment of any
Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer
any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer
of any Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets, with
respect to which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related
Mortgage Files,
(ii) all payments on and collections in respect
of the Mortgage Loans due after the Cut-off Date
as shall be on deposit in the
Custodial Account or in the Certificate
Account and identified as belonging to the
Trust Fund,
(iii) property which secured a Mortgage Loan and
which has been acquired for the benefit of
the Certificateholders and the Owner of
the Excess Spread by foreclosure or deed
in lieu of foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain
proceeds thereof.
Uniform Single Attestation Program for Mortgage
Bankers: The Uniform Single Attestation Program for Mortgage
Bankers, as published by the Mortgage Bankers Association of
America and effective with respect to fiscal periods ending on or
after December 15, 1995.
Uninsured Cause: Any cause of damage to property
subject to a Mortgage such that the complete restoration of such
property is not fully reimbursable by the hazard insurance
policies.
United States Person: A citizen or resident of the
United States, a corporation, partnership or other entity created
or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
Voting Rights: The portion of the voting rights of
all of the Certificates which is allocated to any Certificate.
98.0% of all of the Voting Rights shall be allocated among
Holders
of Certificates, respectively, other than the Class R
Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; and the
Holders of the Class R Certificates and the Owner of the Excess
Spread shall be entitled to 1.0% and 1.0% of all of the Voting
Rights, respectively, allocated among the Certificates of each
such Class in accordance with their respective Percentage
Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and
delivery hereof, does hereby assign to the Trustee without
recourse all the right, title and interest of the Company in and
to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans after the
Cut-off Date (other than payments of principal and interest due
on the
Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as
set forth in Section 2.01(c) below, the Company does hereby
deliver to, and deposit with, the Trustee, or to and with one or
more Custodians, as the duly appointed agent or agents of the
Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect
to each Mortgage Loan so assigned (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the
Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage with evidence of
recording indicated thereon or a copy of the Mortgage
certified by the public recording office in which such
Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to
the Trustee with evidence of recording indicated
thereon or a copy of such assignment certified by the
public recording office in which such assignment has
been recorded;
(iv) The original recorded assignment or
assignments of the Mortgage showing an unbroken chain
of title from the originator thereof to the Person
assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by
the public recording office in which such assignment
or assignments have been recorded; and
(v) The original of each modification,
assumption agreement or preferred loan agreement, if
any, relating to such Mortgage Loan or a copy of each
modification, assumption agreement or preferred loan
agreement certified by the public recording office in
which such document has been recorded.
and (II) with respect to each Cooperative Loan so
assigned:
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the
Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the Cooperative Lease and
the Assignment of Proprietary Lease to the originator
of the Cooperative Loan with intervening assignments
showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged
with respect to such Cooperative Loan, together with
an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with
respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by
the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof,
evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of
the security interest referenced in clause (vi) above
showing an unbroken chain of title from the originator
to the Trustee, each with evidence of recording
thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the
interest of the originator in the Security Agreement,
Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the
Trustee;
(ix) The original of each modification,
assumption agreement or preferred loan agreement, if
any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement
showing the Master Servicer as debtor, the Company as
secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a
form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the
documents set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) to the Trustee or the
Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer shall hold such documents in
trust for the use and benefit of all present and future
Certificateholders and the Owner of the Excess Spread until such
time as is set forth below. Within ten Business Days following
the earlier of (i) the receipt of the original of each of the
documents or instruments set forth in Section 2.01(b)(I)(iv) and
(v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents
with respect to any or all of the Mortgage Loans then being held
by the Master Servicer, the Master Servicer shall deliver a
complete set of such documents to the Trustee or the Custodian or
Custodians that are the duly appointed agent or agents of the
Trustee.
On the Closing Date, the Master Servicer shall certify
that it has in its possession an original or copy of each of the
documents referred to in Section 2.01(b)(I)(iv) and (v) and
Section (b)(II)(ii), (iv), (vii), (ix) and (x) which has been
delivered to it by the Company. Every six months after the
Closing Date, for so long as the Master Servicer is holding
documents pursuant to this Section 2.01(c), the Master Servicer
shall deliver to (i) Moody's if it is one of the Rating Agencies,
(ii) the Trustee and (iii) each Custodian a report setting forth
the status of the documents which it is holding.
(d) In the event that in connection with any
Mortgage Loan the Company cannot deliver the Mortgage, any
assignment, modification, assumption agreement or preferred loan
agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the
execution and delivery of this Agreement solely because of a
delay
caused by the public recording office where such Mortgage,
assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation,
the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption agreement or
preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the
Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in
states where, in the opinion of counsel acceptable to the Trustee
and the Master Servicer, such recording is not required to
protect
the Trustee's interests in the Mortgage Loan against the claim of
any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall
promptly
cause to be filed the Form UCC-3 assignment and UCC-1 financing
statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1,
as applicable, is lost or returned unrecorded to the Company
because of any defect therein, the Company shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as applicable,
or
cure such defect, as the case may be, and cause such Assignment
to
be recorded in accordance with this paragraph. The Company shall
promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment or Form UCC-3 or
Form UCC-1, as applicable, (or copy thereof certified by the
public recording office) with evidence of recording indicated
thereon upon receipt thereof from the public recording office or
from the related Subservicer. In connection with its servicing
of
Cooperative Loans, the Master Servicer will use its best efforts
to file timely continuation statements with regard to each
financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside
of the State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv)
and (v) and (II)(vi) and (vii) that may be delivered as a copy
rather than the original may be delivered in microfiche form.
(e) It is intended that the conveyances by the
Company to the Trustee of the Mortgage Loans as provided for in
this Section 2.01 be construed as a sale by the Company to the
Trustee of the Mortgage Loans for the benefit of the
Certificateholders and the Owner of the Excess Spread. Further,
it is not intended that any such conveyance be deemed to be a
pledge of the Mortgage Loans by the Company to the Trustee to
secure a debt or other obligation of the Company. However, in
the
event that the Mortgage Loans are held to be property of the
Company or of Residential Funding, or if for any reason this
Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall
also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b)
the conveyance provided for in Sections 2.01 and 2.06 shall be
deemed to be (1) a grant by the Company to the Trustee of a
security interest in all of the Company's right (including the
power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans,
including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary
Lease, Cooperative Stock Certificate, Cooperative Lease, any
insurance policies and all other documents in the related
Mortgage
File and (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related
Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities
or other property, including without limitation all amounts from
time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments,
securities or other property and (2) an assignment by the Company
to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing
clauses (1)(A), (B) and (C) granted by Residential Funding to the
Company pursuant to the Assignment Agreement; (c) the possession
by the Trustee, the Custodian or any other agent of the Trustee
of
Mortgage Notes or such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall
be
deemed to be "possession by the secured party," or possession by
a
purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code
of any other applicable jurisdiction (including, without
limitation, Section 9-305, 8-313 or 8-321 thereof); and (d)
notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under
applicable law.
The Company and, at the Company's direction,
Residential Funding and the Trustee shall, to the extent
consistent with this Agreement, take such reasonable actions as
may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed
to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term
of this Agreement. Without limiting the generality of the
foregoing, the Company shall prepare and deliver to the Trustee
not less than 15 days prior to any filing date and, the Trustee
shall forward for filing, or shall cause to be forwarded for
filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary
under
the Uniform Commercial Code as in effect in any jurisdiction to
perfect the Trustee's security interest in or lien on the
Mortgage
Loans as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any change of
name of Residential Funding, the Company or the Trustee (such
preparation and filing shall be at the expense of the Trustee, if
occasioned by a change in the Trustee's name), (2) any change of
location of the place of business or the chief executive office
of
Residential Funding or the Company, or (3) any transfer of any
interest of Residential Funding or the Company in any Mortgage
Loan.
(f) The Master Servicer hereby acknowledges the
receipt by it of cash in an amount equal to $256,985.86 (the
"Initial Monthly Payment Fund"), representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due
Date in March 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 March
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 the 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. The Purchase
Price for any such Mortgage Loan, whether purchased by the Seller
or the Subservicer, shall be deposited or caused to be deposited
by the Master Servicer in the Custodial Account maintained by it
pursuant to Section 3.07 and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be,
any Mortgage Loan released pursuant hereto and thereafter such
Mortgage Loan shall not be part of the Trust Fund. It is
understood and agreed that the obligation of the Seller or the
Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy
respecting such defect or omission available to the
Certificateholders and the Owner of the Excess Spread or the
Trustee on behalf of the Certificateholders and such Owner.
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and
the Company.
(a) The Master Servicer hereby represents and
warrants to the Trustee for the benefit of the Certificateholders
and the Owner of the Excess Spread that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under
the laws governing its creation and existence and is
or will be in compliance with the laws of each state
in which any Mortgaged Property is located to the
extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this
Agreement;
(ii) The execution and delivery of this
Agreement by the Master Servicer and its performance
and compliance with the terms of this Agreement will
not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an
event which, with notice or lapse of time, or both,
would constitute a material default) under, or result
in the material breach of, any material contract,
agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii) This Agreement, assuming due
authorization, execution and delivery by the Trustee
and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject
to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles
of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any
order, regulation or demand of any Federal, state,
municipal or governmental agency, which default might
have consequences that would materially and adversely
affect the condition (financial or other) or
operations of the Master Servicer or its properties or
might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best
of the Master Servicer's knowledge, threatened against
the Master Servicer which would prohibit its entering
into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all
material respects in the performance of this Agreement
with all reasonable rules and requirements of each
insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to
the Company, any Affiliate of the Company or the
Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement
of a material fact or omit a material fact necessary
to make the information, certificate, statement or
report not misleading; and
(viii) The Master Servicer has examined
each existing, and will examine each new, Subservicing
Agreement and is or will be familiar with the terms
thereof. The terms of each existing Subservicing
Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a)
which
materially and adversely affects the interests of the
Certificateholders or the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its
discovery or its receipt of notice of such breach, the Master
Servicer shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with respect
to
a Mortgage Loan or a related document, purchase such Mortgage
Loan
from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02. 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 the Certificateholders and the
Owner of the Excess Spread that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as of
the Cut-off Date and no Mortgage Loan has been so
delinquent more than once in the 12-month period prior
to the Cut-off Date;
(ii) The information set forth in Exhibit F
hereto with respect to each Mortgage Loan or the
Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments
due on the first day of each month and terms to
maturity at origination or modification of not more
than 15 years;
(iv) To the best of the Company's knowledge,
except with respect to one Mortgage Loan, if a
Mortgage Loan is secured by a Mortgaged Property with
a Loan-to-Value Ratio at origination in excess of 80%,
such Mortgage Loan is the subject of a Primary
Insurance Policy that insures (a) 25% of the principal
balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b)
12% of such balance if the Loan-to-Value Ratio is
between 90.00% and 85.01%, and (c) 6% of such balance
if the Loan-to-Value Ratio is between 85.00% and
80.01%. To the best of the Company's knowledge, each
such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance
Policies are insurance companies whose claims-paying
abilities are currently acceptable to each Rating
Agency;
(vi) No more than 1.2% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off
Date are secured by Mortgaged Properties located in
any one zip code area in California, no more than 1.5%
of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area
outside California, and no more than 0.4% of the
Mortgage Loans by aggregate Stated Principal Balance
as of the Cut-off Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage
Loan are in a federally designated special flood
hazard area, flood insurance in the amount required
under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment
of the Mortgage Loans to the Trustee, the Company had
good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to
servicing and related compensation) and such
assignment validly transfers ownership of the Mortgage
Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) Approximately 13.2% 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 will be Buydown
Mortgage Loans;
(xii) Each Mortgage Loan constitutes a
qualified mortgage under Section 860G(a)(3)(A) of the
Code and Treasury Regulation Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was
effective as of the closing of each Mortgage Loan and
is valid and binding and remains in full force and
effect;
(xiv) With respect to each Mortgage Loan
originated under a "streamlined" Mortgage Loan program
(through which no new or updated appraisals of
Mortgaged Properties are obtained in connection with
the refinancing thereof), the related Seller has
represented that either (a) the value of the related
Mortgaged Property as of the date the Mortgage Loan
was originated was not less than the appraised value
of such property at the time of origination of the
refinanced Mortgage Loan or (b) the Loan-to-Value
Ratio of the Mortgage Loan as of the date of
origination of the Mortgage Loan generally meets the
Company's underwriting guidelines; and
(xv) Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting
of twelve 30-day months.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by any of the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties set forth in this Section 2.03(b)
which materially and adversely affects the interests of the
Certificateholders or the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that
in
the event of a breach of the representation and warranty set
forth
in Section 2.03(b)(xii), the party discovering such breach shall
give such notice within five days of discovery. Within 90 days
of
its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material respects or
(ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that
the Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date.
Any such substitution shall be effected by the Company under the
same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and
agreed
that the obligation of the Company to cure such breach or to so
purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders
and the Owner of the Excess Spread or the Trustee on behalf of
the
Certificateholders and such Owner. Notwithstanding the
foregoing,
the Company shall not be required to cure breaches or purchase or
substitute for Mortgage Loans as provided in this Section 2.03(b)
if the substance of the breach of a representation set forth
above
also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties
of Sellers.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the Trustee for the
benefit of the Certificateholders and the Owner of the Excess
Spread all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or such
Seller's Agreement relates to the representations and warranties
made by Residential Funding or the related Seller in respect of
such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title
and interest may be enforced by the Master Servicer on behalf of
the Trustee and the Certificateholders and the Owner of the
Excess
Spread. Upon the discovery by the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's Agreement or
the
Assignment Agreement (which, for purposes hereof, will be deemed
to include any other cause giving rise to a repurchase obligation
under the Assignment Agreement) in respect of any Mortgage Loan
which materially and adversely affects the interests of the
Certificateholders or the Owner of the Excess Spread in such
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer
shall
promptly notify the related Seller or Residential Funding, as the
case may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i) cure such
breach in all material respects within 90 days from the date the
Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in
the
manner set forth in Section 2.02; provided that in the case of a
breach under the Assignment Agreement Residential Funding shall
have the option to substitute a Qualified Substitute Mortgage
Loan
or Loans for such Mortgage Loan if such substitution occurs
within
two years following the Closing Date, except that if the breach
would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such
substitution must occur within 90 days from the date the Master
Servicer was notified of the breach if such 90 day period expires
before two years following the Closing Date. In the event that
Residential Funding elects to substitute a Qualified Substitute
Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to
this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders and the Owner
of
the Excess Spread with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage,
an Assignment of the Mortgage in recordable form, and such other
documents and agreements as are required by Section 2.01, with
the
Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be
retained by the Master Servicer and remitted by the Master
Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions
to the Certificateholders and the Owner of the Excess Spread will
include the Monthly Payment due on a Deleted Mortgage Loan for
such month and thereafter Residential Funding shall be entitled
to
retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions for
the
benefit of the Certificateholders to reflect the removal of such
Deleted Mortgage Loan and the substitution of the Qualified
Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the Schedule of
Discount Fractions, to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to
the terms of this Agreement and the related Subservicing
Agreement
in all respects, the related Seller shall be deemed to have made
the representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in the related Seller's
Agreement as of the date of substitution, and the Company and the
Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set
forth in this Section 2.04, in Section 2.03 hereof and in Section
4 of the Assignment Agreement, and the Master Servicer shall be
obligated to repurchase or substitute for any Qualified
Substitute
Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage Loans, the Master Servicer will determine the amount (if
any) by which the aggregate principal balance of all such
Qualified Substitute Mortgage Loans as of the date of
substitution
is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the
principal portion of the Monthly Payments due in the month of
substitution that are to be distributed to the Certificateholders
in the month of substitution). Residential Funding shall deposit
the amount of such shortfall into the Custodial Account on the
day
of substitution, without any reimbursement therefor. Residential
Funding shall give notice in writing to the Trustee of such
event,
which notice shall be accompanied by an Officers' Certificate as
to the calculation of such shortfall and (subject to Section
10.01(f)) by an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on
the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of the Trust
Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding, as the case may be, to cure such
breach or purchase (or in the case of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders and
the
Owner of the Excess Spread or the Trustee on behalf of
Certificateholders and such Owner. If the Master Servicer is
Residential Funding, then the Trustee shall also have the right
to
give the notification and require the purchase or substitution
provided for in the second preceding paragraph in the event of
such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the
purchase of or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect of the
Seller's Agreement and the Assignment Agreement applicable to
such
Mortgage Loan.
Section 2.05. Execution and Authentication
of Certificates.
The Trustee acknowledges the assignment to it of
the Mortgage Loans and the delivery of the Mortgage Files to it,
or any Custodian on its behalf, subject to any exceptions noted,
together with the assignment to it of all other assets included
in
the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company executed
by an officer of the Company, has executed and caused to be
authenticated and delivered to or upon the order of the Company
the Certificates in authorized denominations which, together with
the ownership interest in the Excess Spread, evidence ownership
of
the entire Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this Agreement
and the respective Mortgage Loans and shall have full power and
authority, acting alone or through Subservicers as provided in
Section 3.02, to do any and all things which it may deem
necessary
or desirable in connection with such servicing and
administration.
Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is
hereby
authorized and empowered by the Trustee when the Master Servicer
or the Subservicer, as the case may be, believes it appropriate
in
its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Owner of the Excess Spread and the
Trustee or any of them, any and all instruments of satisfaction
or
cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a
proposed conveyance, or of assignment of any Mortgage and
Mortgage
Note in connection with the repurchase of a Mortgage Loan and all
other comparable instruments, or with respect to the modification
or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial
foreclosure, the conveyance of a Mortgaged Property to an
Insurer,
the acquisition of any property acquired by foreclosure or deed
in
lieu of foreclosure, or the management, marketing and conveyance
of any property acquired by foreclosure or deed in lieu of
foreclosure with respect to the Mortgage Loans and with respect
to
the Mortgaged Properties. Notwithstanding the foregoing, subject
to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary
or
final regulations promulgated thereunder (other than in
connection
with a proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause the Trust Fund to fail to
qualify as a REMIC under the Code. The Trustee shall furnish the
Master Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to service
and administer the Mortgage Loans. The Trustee shall not be
responsible for any action taken by the Master Servicer or any
Subservicer pursuant to such powers of attorney. In servicing
and
administering any Nonsubserviced Mortgage Loan, the Master
Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing
rights and obligations in respect thereof. In connection with
servicing and administering the Mortgage Loans, the Master
Servicer and any Affiliate of the Master Servicer may perform
services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with
Section 3.10.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the timely payment of taxes and
assessments on the properties subject to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread, be added
to
the amount owing under the related Mortgage Loans,
notwithstanding
that the terms of such Mortgage Loan so permit, and such costs
shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more
agreements in connection with the offering of pass-through
certificates evidencing interests in one or more of the
Certificates providing for the payment by the Master Servicer of
amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment obligation will
thereafter be an obligation of the Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into by Residential Funding and
Subservicers prior to the execution and delivery of this
Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some
of the Mortgage Loans. Each Subservicer of a Mortgage Loan shall
be entitled to receive and retain, as provided in the related
Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be
remitted
to the Master Servicer in respect of such Mortgage Loan. For any
Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive and retain an amount equal
to the Subservicing Fee from payments of interest. Unless the
context otherwise requires, references in this Agreement to
actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally
required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and
the Subservicer have agreed. A representative form of
Subservicing Agreement is attached to this Agreement as Exhibit
G.
With the approval of the Master Servicer, a Subservicer may
delegate its servicing obligations to third-party servicers, but
such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer
may
enter into amendments thereto or a different form of Subservicing
Agreement, and the form referred to or included in the Program
Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to
modify or enter into different Subservicing Agreements; provided,
however, that any such amendments or different forms shall be
consistent with and not violate the provisions of either this
Agreement or the Program Guide in a manner which would materially
and adversely affect the interests of the Certificateholders or
the Owner of the Excess Spread.
(b) As part of its servicing activities hereunder,
the Master Servicer, for the benefit of the Trustee, the
Certificateholders and the Owner of the Excess Spread, shall use
its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each
Seller under the related Seller's Agreement, to the extent that
the non-performance of any such obligation would have a material
and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account
of defective documentation, as described in Section 2.02, or on
account of a breach of a representation or warranty, as described
in Section 2.04. Such enforcement, including, without
limitation,
the legal prosecution of claims, termination of Subservicing
Agreements or Seller's Agreements, as appropriate, and the
pursuit
of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer
would employ in its good faith business judgment and which are
normal and usual in its general mortgage servicing activities.
The Master Servicer shall pay the costs of such enforcement at
its
own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent,
if
any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such
enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the
terms
and conditions of such Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that
in
the event of termination of any Subservicing Agreement by the
Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into
a Subservicing Agreement with a successor Subservicer which will
be bound by the terms of the related Subservicing Agreement. If
the Master Servicer or any Affiliate of Residential Funding acts
as servicer, it will not assume liability for the representations
and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a
successor Subservicer, the Master Servicer shall use reasonable
efforts to have the successor Subservicer assume liability for
the
representations and warranties made by the terminated Subservicer
in respect of the related Mortgage Loans and, in the event of any
such assumption by the successor Subservicer, the Master Servicer
may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations
and
warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or
arrangements between the Master Servicer or a Subservicer or
reference to actions taken through a Subservicer or otherwise,
the
Master Servicer shall remain obligated and liable to the Trustee,
Certificateholders and 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,
Certificateholders or Owner of the
Excess Spread.
Any Subservicing Agreement that may be entered into
and any other transactions or services relating to the Mortgage
Loans involving a Subservicer in its capacity as such and not as
an originator shall be deemed to be between the Subservicer and
the Master Servicer alone and the Trustee, Certificateholders and
Owner of the Excess Spread shall not be deemed parties thereto
and
shall have no claims, rights, obligations, duties or liabilities
with respect to the Subservicer in its capacity as such except as
set forth in Section 3.06. The foregoing provision shall not in
any way limit a Subservicer's obligation to cure an omission or
defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any
reason no longer be the master servicer (including by reason of
an
Event of Default), the Trustee, its designee or its successor
shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have
been entered into. The Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the
Master Servicer as a party to the Subservicing Agreement to the
same extent as if the Subservicing Agreement had been assigned to
the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the
Trustee but at the expense of the Master Servicer, deliver to the
assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced
and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and
efficient
transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable
efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms
and provisions of any related Primary Insurance Policy, follow
such collection procedures as it would employ in its good faith
business judgment and which are normal and usual in its general
mortgage servicing activities. Consistent with the foregoing,
the
Master Servicer may in its discretion (i) waive any late payment
charge or any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan and (ii) extend the Due
Date for payments due on a Mortgage Loan in accordance with the
Program Guide; provided, however, that the Master Servicer shall
first determine that any such waiver or extension will not impair
the coverage of any related Primary Insurance Policy or
materially
adversely affect the lien of the related Mortgage. Consistent
with the terms of this Agreement, the Master Servicer may also
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in
any
manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement
or indulgence is not materially adverse to the interests of the
Certificateholders or the Owner of the Excess Spread; provided,
however, that the Master Servicer may not modify materially or
permit any Subservicer to modify any Mortgage Loan, including
without limitation any modification that would change the
Mortgage
Rate, forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such
Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable. In connection
with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note
and local law and practice, may permit the Mortgage Loan to be
re-amortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal
Amount thereof by the original Maturity Date based on the
original
Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage
Loan
for federal income tax purposes. In the event of any such
arrangement, the Master Servicer shall make timely advances on
the
related Mortgage Loan during the scheduled period in accordance
with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless
otherwise agreed to by the Holders of the Classes of Certificates
affected thereby.
(b) The Master Servicer shall establish and maintain
a Custodial Account in which the Master Servicer shall deposit or
cause to be deposited on a daily basis, except as otherwise
specifically provided herein, the following payments and
collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date):
(i) All payments on account of principal,
including Principal Prepayments made by Mortgagors on
the Mortgage Loans and the principal component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the
Adjusted Mortgage Rate on the Mortgage Loans,
including Buydown Funds, if any, and the interest
component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO Property
for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation
Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans
purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07
and all amounts required to be deposited in connection
with the substitution of a Qualified Substitute
Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited
pursuant to Section 3.07(c); and
(vi) All amounts transferred from the
Certificate Account to the Custodial Account in
accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments on the
Mortgage
Loans which are not part of the Trust Fund (consisting of
payments
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date) and payments or collections in the
nature of prepayment charges or late payment charges or
assumption
fees may but need not be deposited by the Master Servicer in the
Custodial Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the Master
Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding.
The Custodial Account may contain funds that belong to one or
more
trust funds created for mortgage pass-through certificates of
other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or
master serviced by it on behalf of others. Notwithstanding such
commingling of funds, the Master Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and the proceeds of the purchase of any
Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07
received in any calendar month, the Master Servicer may elect to
treat such amounts as included in the Available Distribution
Amount for the Distribution Date in the month of receipt, but is
not obligated to do so. If the Master Servicer so elects, such
amounts will be deemed to have been received (and any related
Realized Loss shall be deemed to have occurred) on the last day
of
the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts
to cause the institution maintaining the Custodial Account to
invest the funds in the Custodial Account attributable to the
Mortgage Loans in Permitted Investments which shall mature not
later than the Certificate Account Deposit Date next following
the
date of such investment (with the exception of the Amount Held
for
Future Distribution) and which shall not be sold or disposed of
prior to their maturities. All income and gain realized from any
such investment shall be for the benefit of the Master Servicer
as
additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of
its own funds immediately as realized.
(d) The Master Servicer shall give notice to the
Trustee and the Company of any change in the location of the
Custodial Account and the location of the Certificate Account
prior to the use thereof.
Section 3.08. Subservicing Accounts;
Servicing Accounts.
(a) In those cases where a Subservicer is servicing
a Mortgage Loan pursuant to a Subservicing Agreement, the Master
Servicer shall cause the Subservicer, pursuant to the
Subservicing
Agreement, to establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such account
is
not an Eligible Account, shall generally satisfy the requirements
of the Program Guide and be otherwise acceptable to the Master
Servicer and each Rating Agency. The Subservicer will be
required
thereby to deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the Subservicer, less
its Subservicing Fees and unreimbursed advances and expenses, to
the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master
Servicer shall be deemed to have received such monies upon
receipt
thereof by the Subservicer. The Subservicer shall not be
required
to deposit in the Subservicing Account payments or collections in
the nature of prepayment charges or late charges or assumption
fees. On or before the date specified in the Program Guide, but
in no event later than the Determination Date, the Master
Servicer
shall cause the Subservicer, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing Account with
respect to each Mortgage Loan serviced by such Subservicer that
are required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing
Agreement, to advance on such scheduled date of remittance
amounts
equal to any scheduled monthly installments of principal and
interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan will
continue up to and including the first of the month following the
date on which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by deed in lieu
of foreclosure or otherwise. All such advances received by the
Master Servicer shall be deposited promptly by it in the
Custodial
Account.
(b) The Subservicer may also be required, pursuant
to the Subservicing Agreement, to remit to the Master Servicer
for
deposit in the Custodial Account interest at the Adjusted
Mortgage
Rate on any Curtailment received by such Subservicer in respect
of
a Mortgage Loan from the related Mortgagor during any month that
is to be applied by the Subservicer to reduce the unpaid
principal
balance of the related Mortgage Loan as of the first day of such
month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the
benefit of the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal or order from
time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers
for
Subserviced Mortgage Loans to, establish and maintain one or more
Servicing Accounts and deposit and retain therein all collections
from the Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items for
the account of the Mortgagors. Each Servicing Account shall
satisfy the requirements for a Subservicing Account and, to the
extent permitted by the Program Guide or as is otherwise
acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to
effect timely payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or
in accordance with the Program Guide. As part of its servicing
duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to
the
Mortgagors interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the payments
referred to in the preceding subsection that are not timely paid
by the Mortgagors or advanced by the Subservicers on the date
when
the tax, premium or other cost for which such payment is intended
is due, but the Master Servicer shall be required so to advance
only to the extent that such advances, in the good faith judgment
of the Master Servicer, will be recoverable by the Master
Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans.
In the event that compliance with this Section 3.09
shall make any Class of Certificates legal for investment by
federally insured savings and loan associations, the Master
Servicer shall provide, or cause the Subservicers to provide, to
the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the
documentation regarding the Mortgage Loans required by applicable
regulations of the Office of Thrift Supervision, such access
being
afforded without charge but only upon reasonable request and
during normal business hours at the offices designated by the
Master Servicer. The Master Servicer shall permit such
representatives to photocopy any such documentation and shall
provide equipment for that purpose at a charge reasonably
approximating the cost of such photocopying to the Master
Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial Account of
amounts on deposit therein pursuant to Section 3.07 that are
attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate
Account in the amounts and in the manner provided for
in Section 4.01;
(ii) to reimburse itself or the related
Subservicer for previously unreimbursed advances or
expenses made pursuant to Sections 3.01, 3.08, 3.11,
3.12(a), 3.14 and 4.04 or otherwise reimbursable
pursuant to the terms of this Agreement, such
withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07)
which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the
case of Subservicer Advances or Advances pursuant to
Section 4.04 and (B) recoveries of amounts in respect
of which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such
Subservicer) out of each payment received by the
Master Servicer on account of interest on a Mortgage
Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such
payment as to interest (but not in excess of the
Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result
in the remaining amount of such interest being
interest at the Net Mortgage Rate on the amount
specified in the amortization schedule of the related
Mortgage Loan as the principal balance thereof at the
beginning of the period respecting which such interest
was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned
on funds deposited in the Custodial Account that it is
entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other
appropriate Person, as the case may be, with respect
to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise
transferred pursuant to Section 2.02, 2.03, 2.04, 4.07
or 9.01, all amounts received thereon and not required
to be distributed to the Certificateholders or the
Owner of the Excess Spread as of the date on which the
related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or Advances
in the manner and to the extent provided in subsection
(c) below or any Advance reimbursable to the Master
Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company
for expenses incurred by and reimbursable to it or the
Company pursuant to Sections 3.13, 3.14(c), 6.03,
10.01 or otherwise, or in connection with enforcing
any repurchase, substitution or indemnification
obligation of any Seller (other than an Affiliate of
the Company) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself for amounts expended
by it (a) pursuant to Section 3.14 in good faith in
connection with the restoration of property damaged by
an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed
pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not required to be
deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant
to clauses (ii), (iii), (v) and (vi), the Master Servicer's
entitlement thereto is limited to collections or other recoveries
on the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to
reimburse itself or the related Subservicer for any advance made
in respect of a Mortgage Loan that the Master Servicer determines
to be a Nonrecoverable Advance by withdrawal from the Custodial
Account of amounts on deposit therein attributable to the
Mortgage
Loans on any Certificate Account Deposit Date succeeding the date
of such determination. Such right of reimbursement in respect of
a Nonrecoverable Advance on any such Certificate Account Deposit
Date shall be limited to an amount not exceeding the portion of
such advance previously paid to the Certificateholders and the
Owner of the Excess Spread (and not theretofore reimbursed to the
Master Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit
any Subservicer to take, any action which would result in
non-coverage under any applicable Primary Insurance Policy of any
loss
which, but for the actions of the Master Servicer or Subservicer,
would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until
the
principal balance of the related Mortgage Loan secured by a
Mortgaged Property is reduced to 80% or less of the Appraised
Value in the case of such a Mortgage Loan having a Loan-to-Value
Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the
Company had knowledge of such Primary Insurance Policy. The
Master Servicer shall be entitled to cancel or permit the
discontinuation of any Primary Insurance Policy as to any
Mortgage
Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of
the
related Mortgaged Property as determined in any appraisal thereof
after the Closing Date or 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, the Certificateholders and the Owner of the
Excess Spread, claims to the Insurer under any Primary Insurance
Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant
to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary Insurance Policies shall
be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained
for each Mortgage Loan (other than a Cooperative Loan) fire
insurance with extended coverage in an amount which is equal to
the lesser of the principal balance owing on such Mortgage Loan
or
100 percent of the insurable value of the improvements; provided,
however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer
shall replace any Subservicer that does not cause such insurance,
to the extent it is available, to be maintained. The Master
Servicer shall also cause to be maintained on property acquired
upon foreclosure, or deed in lieu of foreclosure, of any Mortgage
Loan (other than a Cooperative Loan), fire insurance with
extended
coverage in an amount which is at least equal to the amount
necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to
Section 3.07, any amounts collected by the Master Servicer under
any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing
procedures)
shall be deposited in the Custodial Account, subject to
withdrawal
pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread, be added
to
the amount owing under the Mortgage Loan, notwithstanding that
the
terms of the Mortgage Loan so permit. Such costs shall be
recoverable by the Master Servicer out of related late payments
by
the Mortgagor or out of Insurance Proceeds and Liquidation
Proceeds to the extent permitted by Section 3.10. It is
understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance.
Whenever the improvements securing a Mortgage Loan (other than a
Cooperative Loan) are located in a federally designated special
flood hazard area, the Master Servicer shall cause flood
insurance
(to the extent available) to be maintained in respect thereof.
Such flood insurance shall be in an amount equal to the lesser of
(i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the related
Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as
set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible
clause, in which case the Master Servicer shall, in the event
that
there shall not have been maintained on the related Mortgaged
Property a policy complying with the first sentence of this
Section 3.12(a) and there shall have been a loss which would have
been covered by such policy, deposit in the Certificate Account
the amount not otherwise payable under the blanket policy because
of such deductible clause. Any such deposit by the Master
Servicer shall be made on the Certificate Account Deposit Date
next preceding the Distribution Date which occurs in the month
following the month in which payments under any such policy would
have been deposited in the Custodial Account. In connection with
its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to present, on behalf of
itself,
the Trustee, the Certificateholders and the Owner of the Excess
Spread, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at
its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and
omissions insurance policy covering the Master Servicer's
officers
and employees and other persons acting on behalf of the Master
Servicer in connection with its activities under this Agreement.
The amount of coverage shall be at least equal to the coverage
that would be required by FNMA or FHLMC, whichever is greater,
with respect to the Master Servicer if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA or FHLMC.
In the event that any such bond or policy ceases to be in effect,
the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the
requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond
obtained by an Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy the
requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or Subservicer, to the extent it
has knowledge of such conveyance, shall enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely
affect
or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to
be in default under this Section 3.13(a) by reason of
any transfer or assumption which the Master Servicer
is restricted by law from preventing; and
(ii) if the Master Servicer determines that it
is reasonably likely that any Mortgagor will bring, or
if any Mortgagor does bring, legal action to declare
invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or
Mortgage, the Master Servicer shall not be required to
enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce
any due-on-sale clause to the extent set forth in Section
3.13(a),
in any case in which a Mortgaged Property is to be conveyed to a
Person by a Mortgagor, and such Person is to enter into an
assumption or modification agreement or supplement to the
Mortgage
Note or Mortgage which requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the
Master Servicer is authorized, subject to the requirements of the
sentence next following, to execute and deliver, on behalf of the
Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms
of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the
Mortgaged Property to such Person; provided, however, none of
such
terms and requirements shall both constitute a "significant
modification" effecting an exchange or reissuance of such
Mortgage
Loan under the Code (or final, temporary or proposed Treasury
Regulations promulgated thereunder) and cause the Trust Fund to
fail to qualify as a REMIC under the Code. The Master Servicer
shall execute and deliver such documents only if it reasonably
determines that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or cause the
unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of
insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will continue to
be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the
coverage under any Required Insurance Policies, (C) the Mortgage
Loan will fully amortize over the remaining term thereof, (D) no
material term of the Mortgage Loan (including the interest rate
on
the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the
Mortgage Loan, such release will not (based on the Master
Servicer's or Subservicer's good faith determination) adversely
affect the collectability of the Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance
with the foregoing, the Trustee shall execute any necessary
instruments for such assumption or substitution of liability as
directed by the Master Servicer. Upon the closing of the
transactions contemplated by such documents, the Master Servicer
shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification
or
supplement to the Mortgage Note or Mortgage to be delivered to
the
Trustee or the Custodian and deposited with the Mortgage File for
such Mortgage Loan. Any fee collected by the Master Servicer or
such related Subservicer for entering into an assumption or
substitution of liability agreement will be retained by the
Master
Servicer or such Subservicer as additional servicing
compensation.
(c) The Master Servicer or the related Subservicer,
as the case may be, shall be entitled to approve a request from a
Mortgagor for a partial release of the related Mortgaged
Property,
the granting of an easement thereon in favor of another Person,
any alteration or demolition of the related Mortgaged Property or
other similar matters if it has determined, exercising its good
faith business judgment in the same manner as it would if it were
the owner of the related Mortgage Loan, that the security for,
and
the timely and full collectability of, such Mortgage Loan would
not be adversely affected thereby and that the REMIC would not
fail to continue to qualify as such under the Code as a result
thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the Startup
Day
would be imposed on the REMIC as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for
processing such a request will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and
conditions of this Agreement, the Trustee and Master Servicer
shall be entitled to approve an assignment in lieu of
satisfaction
with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan following such proposed assignment
provides the Trustee and Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form
attached hereto as Exhibit O, in form and substance satisfactory
to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located
in
a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage
recording taxes or otherwise comply with, or facilitate a
refinancing under, the laws of such jurisdiction; (ii) that the
substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws; (iii) that the Mortgage Loan
following the proposed assignment will have a rate of interest at
least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that
such assignment is at the request of the borrower under the
related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan
and the Master Servicer shall treat such amount as a Principal
Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14. Realization Upon Defaulted
Mortgage Loans.
(a) The Master Servicer shall foreclose upon or
otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. In connection with
such foreclosure or other conversion, the Master Servicer shall,
consistent with Section 3.11, follow such practices and
procedures
as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall
be
required or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect hereunder if
the Master Servicer is acting in connection with any such
foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds or incur
other reimbursable charges in connection with any foreclosure, or
attempted foreclosure which is not completed, or towards the
restoration of any property unless it shall determine (i) that
such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of
one
or more Classes after reimbursement to itself for such expenses
or
charges and (ii) that such expenses and charges will be
recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have
priority
for purposes of withdrawals from the Custodial Account pursuant
to
Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of a determination by
the
Master Servicer pursuant to this Section 3.14(a), the Master
Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. Concurrently with such amounts, the
Master Servicer may pursue any remedies that may be available in
connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections
2.03
and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master Servicer
determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of
all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may be, the related Mortgage Loan, and
thereafter such Mortgage Loan shall not be part of the Trust
Fund.
Notwithstanding the foregoing or any other provision of this
Agreement, in the Master Servicer's sole discretion with respect
to any defaulted Mortgage Loan or REO Property as to either of
the
following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with
the related defaulted Mortgage Loan or REO Property have been
received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss,
the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO
Property.
(b) In the event that title to any Mortgaged
Property is acquired by the Trust Fund as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its
nominee on behalf of the Certificateholders and the Owner of the
Excess Spread. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property
shall
(except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan held in the Trust Fund until such
time as the REO Property shall be sold. Consistent with the
foregoing for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have
been discharged, such Mortgage Note and the related amortization
schedule in effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period)
remain in effect.
(c) In the event that the Trust Fund acquires any
REO Property as aforesaid or otherwise in connection with a
default or imminent default on a Mortgage Loan, the Master
Servicer shall dispose of such REO Property within two years
after
its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code or, at the expense of the Trust Fund,
request, more than 60 days before the day on which the two-year
grace period would otherwise expire, an extension of the two-year
grace period unless the Master Servicer (subject to Section
10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed
to the Trustee and the Master Servicer, to the effect that the
holding by the Trust Fund of such REO Property subsequent to such
two-year period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code
or cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Master
Servicer shall be entitled to be reimbursed from the Custodial
Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other
provision of this Agreement, no REO Property acquired by the
Trust
Fund shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner
or pursuant to any terms that would (i) cause such REO Property
to
fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to
the imposition of any federal income taxes on the income earned
from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has
agreed
to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery
resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order
of priority: first, to reimburse the Master Servicer or the
related Subservicer in accordance with Section 3.10(a)(ii);
second, to the Certificateholders and the Owner of the Excess
Spread to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate and the Spread Rate, respectively, to the Due Date
prior to the Distribution Date on which such amounts are to be
distributed; third, to the Certificateholders as a recovery of
principal on the Mortgage Loan (or REO Property); fourth, to all
Servicing Fees and Subservicing Fees payable therefrom (and the
Master Servicer and the Subservicer shall have no claims for any
deficiencies with respect to such fees which result from the
foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of
any Mortgage Loan, or upon the receipt by the Master Servicer of
a
notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately
notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all
amounts received or to be received in connection with such
payment
which are required to be deposited in the Custodial Account
pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of
such certification and request, the Trustee shall promptly
release, or cause the Custodian to release, the related Mortgage
File to the Master Servicer. The Master Servicer is authorized
to
execute and deliver to the Mortgagor the request for
reconveyance,
deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred in connection with
any
instrument of satisfaction or deed of reconveyance shall be
chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the Master
Servicer
shall deliver to the Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit H hereto, requesting that possession of
all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any
insurance coverage provided in respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing,
the
Trustee shall deliver, or cause the Custodian to deliver, the
Mortgage File or any document therein to the Master Servicer.
The
Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan
has
been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or
(ii)
the Mortgage File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public trustee or
other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered directly or
through a Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the
Request for Release with respect thereto to the Master Servicer
upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the
Trustee's behalf shall execute and deliver to the Master
Servicer,
if necessary, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or
Mortgage
or otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Master
Servicer shall deliver to the Trustee a certificate of a
Servicing
Officer requesting that such pleadings or documents be executed
by
the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery
thereof
by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect
the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii),
(iv),
(v) and (vi) of Section 3.10(a), subject to clause (e) below.
The
amount of servicing compensation provided for in such clauses
shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis.
In the event that Liquidation Proceeds, Insurance Proceeds and
REO
Proceeds (net of amounts reimbursable therefrom pursuant to
Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO
Disposition exceed the unpaid principal balance of such Mortgage
Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer
shall be entitled to retain therefrom and to pay to itself and/or
the related Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment charges,
investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to the extent provided herein,
subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or
cause to be paid, all expenses incurred by it in connection with
its servicing activities hereunder (including payment of premiums
for the Primary Insurance Policies, if any, to the extent such
premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be transferred in whole or in part except in
connection with the transfer of all of its responsibilities and
obligations of the Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the
amount of servicing compensation that the Master Servicer shall
be
entitled to receive for its activities hereunder for the period
ending on each Distribution Date shall be reduced (but not below
zero) by an amount equal to Compensating Interest (if any) for
such Distribution Date. Such reduction shall be applied during
such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master Servicer is entitled
pursuant
to Section 3.10(a)(iii); second, to any income or gain realized
from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third,
to any amounts of servicing compensation to which the Master
Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In
making such reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing all or a
portion of the Servicing Fee to which it is entitled pursuant to
Section 3.10(a)(iii); (ii) will not withdraw from the Custodial
Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not
withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section
3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee
and the Company.
Not later than fifteen days after each Distribution
Date, the Master Servicer shall forward to the Trustee and the
Company a statement, certified by a Servicing Officer, setting
forth the status of the Custodial Account as of the close of
business on such Distribution Date as it relates to the Mortgage
Loans and showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial
Account
in respect of the Mortgage Loans for each category of deposit
specified in Section 3.07 and each category of withdrawal
specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and
the Trustee on or before March 31 of each year, beginning with
the
first March 31 that occurs at least six months after the Cut-off
Date, an Officers' Certificate stating, as to each signer
thereof,
that (i) a review of the activities of the Master Servicer during
the preceding calendar year related to its servicing of mortgage
loans and its performance under pooling and servicing agreements,
including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based
on such review, the Master Servicer has complied in all material
respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has
fulfilled all of its material obligations in all material
respects
throughout such year, or, if there has been material
noncompliance
with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be,
known to such officer and the nature and status thereof and (iii)
to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing
standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material
obligations
under its Subservicing Agreement in all material respects
throughout such year, or, if there has been material
noncompliance
with such servicing standards or a material default in the
fulfillment of such obligations relating to this Agreement, such
statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public
Accountants' Servicing Report.
On or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after the Cut-off
Date, the Master Servicer at its expense shall cause a firm of
independent public accountants to furnish a report to the Company
and the Trustee stating its opinion that, on the basis of an
examination conducted by such firm substantially in accordance
with standards established by the American Institute of Certified
Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set
forth in the Uniform Single Attestation Program for Mortgage
Bankers during the preceding calendar year are fairly stated in
all material respects, subject to such exceptions and other
qualifications that, in the opinion of such firm, such accounting
standards require it to report. In rendering such statement,
such
firm may rely, as to matters relating to the direct servicing of
mortgage loans by Subservicers, upon comparable statements for
examinations conducted by independent public accountants
substantially in accordance with standards established by the
American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such
Subservicers.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon
reasonable notice, during normal business hours access to all
records maintained by the Master Servicer in respect of its
rights
and obligations hereunder and access to officers of the Master
Servicer responsible for such obligations. Upon request, the
Master Servicer shall furnish the Company with its most recent
financial statements and such other information as the Master
Servicer possesses regarding its business, affairs, property and
condition, financial or otherwise. The Master Servicer shall
also
cooperate with all reasonable requests for information including,
but not limited to, notices, tapes and copies of files, regarding
itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The
Company may, but is not obligated to, enforce the obligations of
the Master Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder or exercise the rights of the
Master Servicer hereunder; provided that the Master Servicer
shall
not be relieved of any of its obligations hereunder by virtue of
such performance by the Company or its designee. The Company
shall not have any responsibility or liability for any action or
failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this
Agreement or otherwise.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND OWNER OF THE EXCESS
SPREAD
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee
shall establish and maintain a Certificate Account in which the
Master Servicer shall cause to be deposited on behalf of the
Trustee on or before 2:00 P.M. New York time on each Certificate
Account Deposit Date by wire transfer of immediately available
funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount
required
to be deposited in the Certificate Account pursuant to Section
3.12(a), (iii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.16(e) or Section 4.07,
(iv) any amount required to be paid pursuant to Section 9.01 and
(v) all other amounts constituting the Available Distribution
Amount for the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the
Master Servicer, invest or cause the institution maintaining the
Certificate Account to invest the funds in the Certificate
Account
in Permitted Investments designated in the name of the Trustee
for
the benefit of the Certificateholders and the Owner of the Excess
Spread, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such
investment (except that (i) any investment in the institution
with
which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on
such
Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount
payable
on such investment on such Distribution Date, pending receipt
thereof to the extent necessary to make distributions on the
Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain
realized from any such investment shall be for the benefit of the
Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect
of any such investments shall be deposited in the Certificate
Account by the Master Servicer out of its own funds immediately
as
realized without any right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (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 thereon and the amount of such Excess
Spread with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates
and such Excess Spread, as applicable, for such
Distribution Date, plus any Accrued Certificate
Interest or Excess Spread thereon remaining unpaid
from any previous Distribution Date except as provided
in the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-4 Certificateholders,
the Class A-4 Principal Distribution Amount; and
(Y) to the Class A Certificateholders
(other than the Class A-4 Certificateholders) and
Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii) and Section
4.02(c), the sum of the following (applied to reduce
the Certificate Principal Balances of such Class A 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 payments
with respect to a Discount Mortgage Loan),
whether or not received on or prior to the
related Determination Date, minus the
principal portion of any Debt Service
Reduction (other than the related Discount
Fraction of the principal portion of such
Debt Service Reductions with respect to
each Discount Mortgage Loan) which
together with other Bankruptcy Losses
exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance
of any Mortgage Loan repurchased during
the related Prepayment Period (or deemed
to have been so repurchased in accordance
with Section 3.07(b)) pursuant to Section
2.02, 2.03, 2.04 or 4.07 and the amount of
any shortfall deposited in the Custodial
Account in connection with the
substitution of a Deleted Mortgage Loan
pursuant to Section 2.03 or 2.04 during
the related Prepayment Period (other than
the related Discount Fraction of such
Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all
other unscheduled collections (other than
Principal Prepayments in Full and
Curtailments and amounts received in
connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described
in Section 4.02(a)(ii)(Y)(B), including
without limitation Insurance Proceeds,
Liquidation Proceeds and REO Proceeds)
received during the related Prepayment
Period (or deemed to have been so received
in accordance with Section 3.07(b)) to the
extent applied by the Master Servicer as
recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14
(other than the related Discount Fraction
of the principal portion of such
unscheduled collections with respect to a
Discount Mortgage Loan);
(B) with respect to each Mortgage Loan
for which a Cash Liquidation or a REO
Disposition occurred during the related
Prepayment Period (or was deemed to have
occurred during such period in accordance with
Section 3.07(b)) and did not result in any
Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the
lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated
Principal Balance, with respect to a Discount
Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution
Date times the related unscheduled collections
(including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds)
to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 (in each case,
other than the related Discount Fraction of the
principal portion of such unscheduled
collections, with respect to a Discount Mortgage
Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full
and Curtailments received in the related
Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments
in Full and Curtailments, with respect to a
Discount Mortgage Loan);
(D) any Excess Subordinate Principal
Amount for such Distribution Date;
(E) any amounts described in subsection
(ii)(Y), clauses (A), (B) and (C) of this
Section 4.02(a), as determined for any previous
Distribution Date, which remain unpaid after
application of amounts previously distributed
pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized
Losses which have been allocated to the Class M
Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of
the Class M Certificates and Class B Certificates have
not been reduced to zero, to the Master Servicer or a
Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with
respect to any Mortgage Loan or REO Property which
remain unreimbursed in whole or in part following the
Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that
were made with respect to delinquencies that
ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv) to the Holders of the Class M-1
Certificates, the Accrued Certificate Interest thereon
for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1
Certificates, an amount equal to (x) the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the
amount of any Class A-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 Certifi-
cates, 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)(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 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) is 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 (other
than the Class A-4 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 Certificates 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 Certificates
(other than the Class A-4 Certificates) and Class R
Certificates, and thereafter, to each Class of Class M
Certificates then outstanding beginning with such
Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining
after the Class A Certificates (other than the Class
A-4 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:
(A) the related Discount Fraction of the
principal portion of each Monthly Payment on
each Discount Mortgage Loan due during the
related Due Period, whether or not received on
or prior to the related Determination Date,
minus the Discount Fraction of the principal
portion of any related Debt Service Reduction
which together with other Bankruptcy Losses
exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the
principal portion of all unscheduled collections
on each Discount Mortgage Loan received during
the preceding calendar month (other than amounts
received in connection with a Cash Liquidation
or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including
Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under
Section 3.07(b)) of Discount Mortgage Loans (or,
in the case of a substitution of a Deleted
Mortgage Loan, the Discount Fraction of the
amount of any shortfall deposited in the
Custodial Account in connection with such
substitution);
(C) in connection with the Final Disposition
of a Discount Mortgage Loan that did not result
in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the
lesser of (1) the applicable Discount Fraction
of the Stated Principal Balance of such Discount
Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount
of the collections on such Discount 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 to the extent of the Eligible
Funds for such Distribution Date;
(ii) second, the balance, if any, of the Senior
Principal Distribution Amount shall be distributed as
follows:
(A) first, to the Class R Certificates, in
reduction of the Certificate Principal Balances
of such Certificates, until the Certificate
Principal Balance thereof is reduced to zero;
(B) second, 66.2635358155% and 33.7364641845%
of such amount concurrently to the Class A-1
Certificates and Class A-3 Certificates,
respectively, until the Certificate Principal
Balance of the Class A-1 Certificates thereof is
reduced to zero; and
(C) third, 66.2635358155% and 33.7364641845%
of such amount concurrently to the Class A-2
Certificates and Class A-3 Certificates,
respectively, until the Certificate Principal
Balances thereof are 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 between the outstanding
Class A Certificates and Class R Certificates will be disregarded
and an amount equal to the Discount Fraction of the principal
portion of scheduled payments or unscheduled collections 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 to the Class A
Certificates (other than the Class A-4 Certificates) and Class R
Certificates on a pro rata basis in accordance with their
respective outstanding Certificate Principal Balances.
(d) In addition to the foregoing distributions, with
respect to any Mortgage Loan that was previously the subject of a
Cash Liquidation or an REO Disposition that resulted in a
Realized
Loss, in the event that within two years of the date on which
such
Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes
to
represent subsequent recoveries (net of any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically related to
such
Mortgage Loan (including, but not limited to, recoveries in
respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized
Loss was allocated or to the Owner of the Excess Spread, if
applicable, (with the amounts to be distributed allocated among
such Classes and the Excess Spread in the same proportions as
such
Realized Loss was allocated), subject to the following: No such
distribution shall be in an amount that would result in total
distributions in respect of Excess Spread or on the Certificates
of any such Class in excess of the total amounts of principal and
interest that would have been distributable thereon if such Cash
Liquidation or REO Disposition had occurred but had resulted in a
Realized Loss equal to zero. Notwithstanding the foregoing, no
such distribution shall be made with respect to the Excess Spread
or the Certificates of any Class to the extent that either (i)
such Excess Spread or Class was protected against the related
Realized Loss pursuant to any instrument or fund established
under
Section 11.01(e) or (ii) such Excess Spread or Class of
Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other
instruments representing interests therein have been issued in
one
or more classes, and any of such separate certificates or other
instruments was protected against the related Realized Loss
pursuant to any limited guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any
amount to be so distributed with respect to the Certificates of
any Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately
preceding the date of such distribution, on a pro rata basis
based
on the Percentage Interest represented by each Certificate of
such
Class as of such Record Date. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage
Loans that are no longer assets of the Trust Fund.
(e) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof,
and the Depository shall be responsible for crediting the amount
of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or
"indirect participating firm") for which it acts as agent. Each
brokerage firm shall be responsible for disbursing funds to the
Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall
have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if
the Master Servicer anticipates that a final distribution with
respect to any Class of Certificates will be made on the next
Distribution Date, the Master Servicer shall, no later than the
Determination Date in the month of such final distribution,
notify
the Trustee and the Trustee shall, no later than two (2) Business
Days after such Determination Date, mail on such date to each
Holder of such Class of Certificates a notice to the effect that:
(i) the Trustee anticipates that the final distribution with
respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of
such
Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such
Certificates from and after the end of the prior calendar month.
In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause
funds
distributable with respect to such Certificates to be withdrawn
from the Certificate Account and credited to a separate escrow
account for the benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03. Statements to Certificateholders and
the Owner of the Excess Spread.
(a) Concurrently with each distribution charged to
the Certificate Account and with respect to each Distribution
Date
the Master Servicer shall forward to the Trustee and the Trustee
shall forward by mail to each Holder, the Owner of the Excess
Spread and the Company a statement setting forth the following
information as to the Excess Spread and each Class of
Certificates
to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders
of such Class of Certificates allocable to interest
and to the Owner of the Excess Spread;
(iii) if the distribution to the Holders of such
Class of Certificates or such Owner is less than the
full amount that would be distributable to such
Holders or Owner if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master
Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal
Balance of the Mortgage Loans after giving effect to
the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal
Balance of each Class of Certificates, and each of the
Senior, Class M and Class B Percentages, after giving
effect to the amounts distributed on such Distribution
Date, separately identifying any reduction thereof due
to Realized Losses other than pursuant to an actual
distribution of principal;
(vii) the related Subordinate Principal
Distribution Amount and Prepayment Distribution
Percentage, if applicable;
(viii) on the basis of the most recent
reports furnished to it by Subservicers, the number
and aggregate principal balances of Mortgage Loans
that are delinquent (A) one month, (B) two months and
(C) three months and (D) the number and aggregate
principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate principal balance
and book value of any REO Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of
Certificates, after giving effect to the distribution
made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss
Amount and Bankruptcy Amount as of the close of
business on such Distribution Date and a description
of any change in the calculation of such amounts;
(xii) the weighted average Spread Rate for such
Distribution Date;
(xiii) the occurrence of the Credit Support
Depletion Date;
(xiv) the Senior Accelerated Distribution
Percentage applicable to such distribution;
(xv) the Senior Percentage for such
Distribution Date;
(xvi) the aggregate amount of Realized Losses
for such Distribution Date;
(xvii) the aggregate amount of any
recoveries on previously foreclosed loans from Sellers
due to a breach of representation or warranty;
(xviii) the weighted average remaining term
to maturity of the Mortgage Loans after giving effect
to the amounts distributed on such Distribution Date;
and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon
reasonable request, such additional information as is reasonably
obtainable by the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after the end
of each calendar year, the Master Servicer shall prepare, or
cause
to be prepared, and shall forward, or cause to be forwarded, to
each Person who at any time during the calendar year was the
Owner
of the Excess Spread or the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated
for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be
provided
by the Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end
of each calendar year, the Master Servicer shall prepare, or
cause
to be prepared, and shall forward, or cause to be forwarded, to
each Person who at any time during the calendar year was the
Holder of a Class R Certificate, a statement containing the
applicable distribution information provided pursuant to this
Section 4.03 aggregated for such calendar year or applicable
portion thereof during which such Person was the Holder of a
Class
R Certificate. Such obligation of the Master Servicer shall be
deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any
Certificateholder, the Master Servicer, as soon as reasonably
practicable, shall provide the requesting Certificateholder with
such information as is necessary and appropriate, in the Master
Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business
Day next succeeding each Determination Date, the Master Servicer
shall furnish a written statement to the Trustee, any Paying
Agent
and the Company (the information in such statement to be made
available to Certificateholders and the Owner of the Excess
Spread
by the Master Servicer on request) setting forth (i) the
Available
Distribution Amount and (ii) the amounts required to be withdrawn
from the Custodial Account and deposited into the Certificate
Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a). The
determination by the Master Servicer of such amounts shall, in
the
absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee shall be protected in
relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each
Certificate Account Deposit Date, the Master Servicer shall
either
(i) deposit in the Certificate Account from its own funds, or
funds received therefor from the Subservicers, an amount equal to
the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount
equal to the aggregate amount of Monthly Payments (with each
interest portion thereof adjusted to the Net Mortgage Rate), less
the amount of any related Debt Service Reductions or reductions
in
the amount of interest collectable from the Mortgagor pursuant to
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,
or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as
of
the related Determination Date; provided that no Advance shall be
made if it would be a Nonrecoverable Advance, (ii) withdraw from
amounts on deposit in the Custodial Account and deposit in the
Certificate Account all or a portion of the Amount Held for
Future
Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii)
aggregating the amount of such Advance. Any portion of the
Amount
Held for Future Distribution so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on or
before
11:00 A.M. New York time on any future Certificate Account
Deposit
Date to the extent that funds attributable to the Mortgage Loans
that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date
shall
be less than payments to Certificateholders and the Excess Spread
required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution
Date as part of the Advance made by the Master Servicer pursuant
to this Section 4.04. The amount of any reimbursement pursuant
to
Section 4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments
due but delinquent for previous Due Periods, which allocation
shall be made, to the extent practicable, to Monthly Payments
which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to
the Master Servicer from recoveries on related Mortgage Loans
pursuant to Section 3.10.
The determination by the Master Servicer that it has
made a Nonrecoverable Advance or that any proposed Advance, if
made, would constitute a Nonrecoverable Advance, shall be
evidenced by a certificate of a Servicing Officer delivered to
the
Seller and the Trustee.
In the event that the Master Servicer determines as of
the Business Day preceding any Certificate Account Deposit Date
that it will be unable to deposit in the Certificate Account an
amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to
the Trustee of its inability to advance (such notice may be given
by telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion of such amount that it will
be unable to deposit. Not later than 3:00 P.M., New York time,
on
the Certificate Account Deposit Date the Trustee shall, unless by
12:00 Noon, New York time, on such day the Trustee shall have
been
notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master
Servicer shall have given notice pursuant to the preceding
sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this
Agreement
in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal
to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives
pursuant to this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer
shall determine the total amount of Realized Losses, if any, that
resulted from any Cash Liquidation, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period. The amount of each Realized Loss
shall
be evidenced by an Officers' Certificate. All Realized Losses,
other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class M-3
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fifth, to the Class M-2 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and,
thereafter, if such Realized Losses are on a Discount Mortgage
Loan, to the Class A-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 of the
Class A Certificates (other than the Class A-4 Certificates) 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. 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
Certificates (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 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 to each
such Class of Certificates and the Excess Spread based on the
Accrued Certificate Interest thereon or amount of Excess Spread
payable on such Distribution Date (without regard to any
Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in
the
following sentence, any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to a Class
of
Certificates shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated, which allocation
shall
be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other
than
Debt Service Reductions) to the Class B Certificates or, after
the
Certificate Principal Balances of the Class B Certificates have
been reduced to zero, to the Class of Class M Certificates then
outstanding with the highest numerical designation shall be made
by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a).
Allocations of the interest portions of Realized Losses shall be
made by operation of the definition of "Accrued Certificate
Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions
shall be made by operation of the provisions of Section 4.02(a).
All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates
of
such Class in proportion to the Percentage Interests evidenced
thereby.
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file
information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of
foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness
income with respect to any Mortgaged Property required by
Sections
6050H, 6050J and 6050P, respectively, of the Code, and deliver to
the Trustee an Officers' Certificate on or before March 31 of
each
year stating that such reports have been filed. Such reports
shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment
by 90 days or more, the Master Servicer may, at its option,
purchase such Mortgage Loan from the Trustee at the Purchase
Price
therefor. If at any time the Master Servicer makes a payment to
the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating
that
the amount of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan,
and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee, the
Certificateholders or the Owner of the Excess Spread with respect
thereto. Notwithstanding anything to the contrary in this
Section
4.07, the Master Servicer shall continue to service any such
Mortgage Loan after the date of such purchase in accordance with
the terms of this Agreement and, if any Realized Loss with
respect
to such Mortgage Loan occurs, allocate such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not
been so purchased. For purposes of this Agreement, a payment of
the Purchase Price by the Master Servicer pursuant to this
Section
4.07 will be viewed as an advance and any Realized Loss shall be
recoverable pursuant to the provisions for the recovery of
advances as set forth herein.
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R
Certificates, respectively, shall be substantially in the forms
set forth in Exhibits A, B, C and D and shall, on original issue,
be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Certificates,
other than the Class R Certificates, shall be issuable in minimum
dollar denominations of $25,000 (or $250,000 in the case of the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates) and integral multiples of $1 (in the case of the
Class A-1, Class A-2 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 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
$177,268.15
Class B-3
$298,952.57
The Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest;
provided, however, that one Class R Certificate will be issuable
to Residential Funding as "tax matters person" pursuant to
Section
10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or
facsimile signature on behalf of an authorized officer of the
Trustee. Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this
Agreement,
or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the
form provided for herein executed by the Certificate Registrar by
manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.
All Certificates shall be dated the date of their authentication.
(b) The Class A-1, Class A-2 and Class A-3
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 the Class A-1, Class A-2 and Class A-3 Certificates
through the book-entry facilities of the Depository and, except
as
provided below, shall not be entitled to Definitive Certificates
in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage
firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Master Servicer and the Company may
for all purposes (including the making of payments due on the
respective Classes of Book-Entry Certificates) deal with the
Depository as the authorized representative of the Certificate
Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners
with respect to the respective Classes of Book-Entry Certificates
shall be limited to those established by law and agreements
between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners.
Multiple requests and directions from, and votes of, the
Depository as Holder of any Class of Book-Entry Certificates with
respect to any particular matter shall not be deemed inconsistent
if they are made with respect to different Certificate Owners.
The Trustee may establish a reasonable record date in connection
with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of
such
record date.
If (i)(A) the Company advises the Trustee in writing
that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and (B) the Company
is unable to locate a qualified successor or (ii) the Company at
its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the
Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the
Book-Entry Certificates by the Depository, accompanied by
registration
instructions from the Depository for registration of transfer,
the
Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for
any actions taken by the Depository or its nominee, including,
without limitation, any delay in delivery of such instructions
and
may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates
all references herein to obligations imposed upon or to be
performed by the Company in connection with the issuance of the
Definitive Certificates pursuant to this Section 5.01 shall be
deemed to be imposed upon and performed by the Trustee, and the
Trustee and the Master Servicer shall recognize the Holders of
the
Definitive Certificates as Certificateholders hereunder.
Section 5.02. Registration of Transfer and
Exchange of Certificate and
Restrictions on Transfer of Excess
Spread.
(a) The Trustee shall cause to be kept at one of the
offices or agencies to be appointed by the Trustee in accordance
with the provisions of Section 8.12 a Certificate Register in
which, subject to such reasonable regulations as it may
prescribe,
the Trustee shall provide for the registration of Certificates
and
of transfers and exchanges of Certificates as herein provided.
The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges
of
Certificates as herein provided. The Certificate Registrar, or
the Trustee, shall provide the Master Servicer with a certified
list of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for registration of transfer of
any Certificate at any office or agency of the Trustee maintained
for such purpose pursuant to Section 8.12 and, in the case of any
Class M, Class B or Class R Certificate, upon satisfaction of the
conditions set forth below, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new
Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders,
Certificates may be exchanged for other Certificates of
authorized
denominations of a like Class and aggregate Percentage Interest,
upon surrender of the Certificates to be exchanged at any such
office or agency. Whenever any Certificates are so surrendered
for exchange the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such
Class which the Certificateholder making the exchange is entitled
to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by
a
written instrument of transfer in form satisfactory to the
Trustee
and the Certificate Registrar duly executed by, the Holder
thereof
or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition
of a Class B Certificate shall be made unless such transfer,
sale,
pledge or other disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require
a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such
transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which
Opinion
of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer and (B) the Trustee shall require the
transferee to execute a representation letter, substantially in
the form of Exhibit J hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in
the form of Exhibit K hereto, each acceptable to and in form and
substance satisfactory to the Company and the Trustee certifying
to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of
the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an
investment letter substantially in the form of Exhibit L attached
hereto (or such other form as the Company in its sole discretion
deems acceptable), which investment letter shall not be an
expense
of the Trustee, the Company or the Master Servicer, and which
investment letter states that, among other things, such
transferee
(A) is a "qualified institutional buyer" as defined under Rule
144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and
(B) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act
of 1933, as amended, provided by Rule 144A. The Holder of any
such
Certificate desiring to effect any such transfer, sale, pledge or
other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate
Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made
in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R
Certificate presented for registration in the name of an employee
benefit plan or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974,
as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments) or any Person (including
an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such
acquisition, unless otherwise directed by the Company, the
Trustee
shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master
Servicer to the effect that the purchase or holding of a Class M,
Class B or Class R Certificate is permissible under applicable
law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code, and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master
Servicer. The Trustee may (unless otherwise directed by the
Company) require that any prospective transferee of a Class M,
Class B or Class R Certificate provide either a certification to
the effect set forth in paragraph six of Exhibit J, which the
Trustee may rely upon without further inquiry or investigation,
or
such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the
Person
in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee
of any such plan) who is using "plan assets" of any such plan to
effect such acquisition.
(f) (i) Each Person who has or who acquires any
Ownership Interest in a Class R Certificate shall be deemed by
the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause
(iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with any such
sale. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall be a
Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer
of any Ownership Interest in a Class R Certificate,
the Trustee shall require delivery to it, and shall
not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement
(a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that
it is not acquiring its Ownership Interest in the
Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for
so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be
bound by them, and (II) a certificate, in the form
attached hereto as Exhibit I-2, from the Holder
wishing to transfer the Class R Certificate, in form
and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that
no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the
Trustee who is assigned to this Agreement has actual
knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership
Interest in a Class R Certificate to such proposed
Transferee shall be effected.
(D) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall
agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person
attempts to transfer its Ownership Interest in a Class
R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an
Ownership Interest in a Class R Certificate, by
purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of
Temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is
holding an Ownership Interest in a Class R Certificate
on behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any
Class R Certificate only if it shall have received the Transfer
Affidavit and Agreement, a certificate of the Holder requesting
such transfer in the form attached hereto as Exhibit I-2 and all
of such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of
the
Class R Certificates to Non-United States Persons and
Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall
become a holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by
law, to all rights and obligations as Holder thereof retroactive
to the date of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall become a holder
of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If
a transfer of a Class R Certificate is disregarded pursuant to
the
provisions of Treasury Regulation 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 Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer shall
have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to
a
purchaser selected by the Master Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of
the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will
be remitted by the Master Servicer to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Master
Servicer,
and the Master Servicer shall not be liable to any Person having
an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee,
shall make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of
any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record
holders at any time any Person who is a Disqualified
Organization.
Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth
prior to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating
Agency to the effect that the modification, addition
to or elimination of such provisions will not cause
such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M,
Class B or Class R Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency; and
(B) a certificate of the Master Servicer
stating that the Master Servicer has received an
Opinion of Counsel (subject to Section 10.01(f)), in
form and substance satisfactory to the Master
Servicer, to the effect that such modification,
addition to or absence of such provisions will not
cause the Trust Fund to cease to qualify as a REMIC
and will not cause (x) the Trust Fund to be subject to
an entity-level tax caused by the Transfer of any
Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused by
the Transfer of a Class R Certificate to a Person that
is not a Permitted Transferee.
(g) No service charge shall be made for any transfer
or exchange of Certificates of any Class, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and
exchange shall be destroyed by the Certificate Registrar.
(i) So long as the Excess Spread remains
uncertificated, no transfer, sale, pledge or other disposition
thereof shall be made by Residential Funding.
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Trustee and the Certificate
Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Trustee or
the Certificate Registrar that such Certificate has been acquired
by a bona fide purchaser, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and
Percentage
Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses
of
the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for
registration of transfer, the Company, the Master Servicer, the
Trustee, the Certificate Registrar and any agent of the Company,
the Master Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes
whatsoever, and neither the Company, the Master Servicer, the
Trustee, the Certificate Registrar nor any agent of the Company,
the Master Servicer, the Trustee or the Certificate Registrar
shall be affected by notice to the contrary except as provided in
Section 5.02(g).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose
of making distributions to the Certificateholders and the Owner
of
the Excess Spread pursuant to Section 4.02. In the event of any
such appointment, on or prior to each Distribution Date the
Master
Servicer on behalf of the Trustee shall deposit or cause to be
deposited with the Paying Agent a sum sufficient to make the
payments to the Certificateholders and the Owner of the Excess
Spread in the amounts and in the manner provided for in Section
4.02, such sum to be held in trust for the benefit of the
Certificateholders and the Owner of the Excess Spread.
The Trustee shall cause each Paying Agent to execute
and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee that such Paying Agent will
hold all sums held by it for the payment to the
Certificateholders
and the Owner of the Excess Spread in trust for the benefit of
the
Certificateholders and such Owner entitled thereto until such
sums
shall be paid to such Certificateholders and such Owner. Any
sums
so held by such Paying Agent shall be held only in Eligible
Accounts to the extent such sums are not distributed to the
Certificateholders and such Owner on the date of receipt by such
Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool
Stated Principal Balance is less than ten percent of the Cut-off
Date Principal Balance of the Mortgage Loans, either the Master
Servicer or the Company shall have the right, at its option, to
purchase the Certificates in whole, but not in part, at a price
equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate
Interest thereon and any previously unpaid Accrued Certificate
Interest.
(b) The Master Servicer or the Company, as
applicable, shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or
the Company, as applicable, anticipates that it will purchase the
Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders
may surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which purchase
of the Certificates is anticipated to be made upon
presentation and surrender of such Certificates at the
office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master Servicer or the Company, as
applicable, shall deposit in the Certificate Account before the
Distribution Date on which the purchase pursuant to Section
5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the
Certificates to be purchased pursuant to Section 5.06(a) by the
Holders thereof, the Trustee shall distribute to such Holders an
amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest
thereon and any previously unpaid Accrued Certificate Interest
with respect thereto.
(d) In the event that any Certificateholders do not
surrender their Certificates on or before the Distribution Date
on
which a purchase pursuant to this Section 5.06 is to be made, the
Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company,
as applicable, pursuant to Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or
the
Company, as applicable, shall give a second written notice to
such
Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the
second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed
by the Master Servicer or the Company, as applicable, to contact
the Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow
account and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within nine
months after the second notice any Certificates shall not have
been surrendered for cancellation in accordance with this
Section 5.06, the Trustee shall pay to the Master Servicer or the
Company, as applicable, all amounts distributable to the Holders
thereof and the Master Servicer or the Company, as applicable,
shall thereafter hold such amounts until distributed to such
Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of
such Certificateholder's failure to surrender its Certificate(s)
for payment in accordance with this Section 5.06. Any
Certificate
that is not surrendered on the Distribution Date on which a
purchase pursuant to this Section 5.06 occurs as provided above
will be deemed to have been purchased and the Holder as of such
date will have no rights with respect thereto except to receive
the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated
thereto.
Any Certificates so purchased or deemed to have been purchased on
such Distribution Date shall remain outstanding hereunder. The
Master Servicer or the Company, as applicable, shall be for all
purposes the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master Servicer.
The Company and the Master Servicer shall each be
liable in accordance herewith only to the extent of the
obligations specifically and respectively imposed upon and
undertaken by the Company and the Master Servicer herein. By way
of illustration and not limitation, the Company is not liable for
the servicing and administration of the Mortgage Loans, nor is it
obligated by Section 7.01 or Section 10.01 to assume any
obligations of the Master Servicer or to appoint a designee to
assume such obligations, nor is it liable for any other
obligation
hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer.
(a) The Company and the Master Servicer will each
keep in full effect its existence, rights and franchises as a
corporation under the laws of the state of its incorporation, and
will each obtain and preserve its qualification to do business as
a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity
and
enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this
Agreement.
(b) Any Person into which the Company or the Master
Servicer may be merged or consolidated, or any corporation
resulting from any merger or consolidation to which the Company
or
the Master Servicer shall be a party, or any Person succeeding to
the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC;
and provided further that each Rating Agency's ratings, if any,
of
the Class A, Class M, Class B or Class R Certificates in effect
immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced
by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section
6.02 and Section 6.04 to the contrary, the Master Servicer may
assign its rights and delegate its duties and obligations under
this Agreement; provided that the Person accepting such
assignment
or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably
satisfactory to the Trustee and the Company, is willing to
service
the Mortgage Loans and executes and delivers to the Company and
the Trustee an agreement, in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to
such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency).
In
the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this
Agreement, except that the Master Servicer shall remain liable
for
all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of
the directors, officers, employees or agents of the Company or
the
Master Servicer shall be under any liability to the Trust Fund,
the Certificateholders or the Owner of the Excess Spread for any
action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the
Company, the Master Servicer or any such Person against any
breach
of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful
misfeasance,
bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder.
The Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer may rely
in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters
arising hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master
Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection
with
any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in
the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be
under any obligation to appear in, prosecute or defend any legal
or administrative action, proceeding, hearing or examination that
is not incidental to its respective duties under this Agreement
and which in its opinion may involve it in any expense or
liability; provided, however, that the Company or the Master
Servicer may in its discretion undertake any such action,
proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders
and the Owner of the Excess Spread hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or
examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the
Company
and the Master Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and,
on the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs shall be allocated in
reduction of the Accrued Certificate Interest on each Class
entitled thereto in the same manner as if such expenses and costs
constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master
Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to
the
Trustee. No such resignation by the Master Servicer shall become
effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one
of the following events (whatever reason for such Event of
Default
and whether it shall be voluntary or involuntary or be effected
by
operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative
or governmental body):
(i) the Master Servicer shall fail to
distribute or cause to be distributed to the Owner of
the Excess Spread or the Holders of Certificates of
any Class any distribution required to be made under
the terms of the Certificates of such Class and this
Agreement and, in either case, such failure shall
continue unremedied for a period of 5 days after the
date upon which written notice of such failure,
requiring such failure to be remedied, shall have been
given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the
Trustee by the Owner of the Excess Spread or the
Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe
or perform in any material respect any other of the
covenants or agreements on the part of the Master
Servicer contained in the Certificates of any Class or
in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such
number of days shall be 15 in the case of a failure to
pay the premium for any Required Insurance Policy)
after the date on which written notice of such
failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Trustee or
the Company, or to the Master Servicer, the Company
and the Trustee by the Owner of the Excess Spread or
the Holders of Certificates of any Class evidencing,
in the case of any such Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the
premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the
Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a
period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling
of assets and liabilities, or similar proceedings of,
or relating to, the Master Servicer or of, or relating
to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing
its inability to pay its debts generally as they
become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable
insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the
Trustee pursuant to Section 4.04(b) that it is unable
to deposit in the Certificate Account an amount equal
to the Advance.
If an Event of Default described in clauses (i)-(v) of
this Section shall occur, then, and in each and every such case,
so long as such Event of Default shall not have been remedied,
either the Company or the Trustee may, and at the direction of
Holders of Certificates or the Owner of the Excess Spread
entitled
to at least 51% of the Voting Rights, the Trustee shall, by
notice
in writing to the Master Servicer (and to the Company if given by
the Trustee or to the Trustee if given by the Company), terminate
all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder.
If an Event of Default described in clause (vi) hereof shall
occur, the Trustee shall, by notice to the Master Servicer and
the
Company, immediately terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as
a Certificateholder hereunder as provided in Section 4.04(b). On
or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than
as
a Holder thereof) or the Mortgage Loans or otherwise, shall
subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and,
without limitation, the Trustee is hereby authorized and
empowered
to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the
Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time
be credited to the Custodial Account or the Certificate Account
or
thereafter be received with respect to the Mortgage Loans. No
such termination shall release the Master Servicer for any
liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late
collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such
notice, that portion to which Residential Funding would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well
as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which
arose prior to the termination of its activities hereunder. Upon
the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the
Program Guide.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer receives a
notice of termination pursuant to Section 7.01 or resigns in
accordance with Section 6.04, the Trustee or, upon notice to the
Company and with the Company's consent (which shall not be
unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all
respects to the Master Servicer in its capacity as servicer under
this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer
(except for the responsibilities, duties and liabilities
contained
in Sections 2.02 and 2.03(a), excluding the duty to notify
related
Subservicers or Sellers as set forth in such Sections, and its
obligations to deposit amounts in respect of losses incurred
prior
to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections
3.07(c) and 4.01(b) by the terms and provisions hereof);
provided,
however, that any failure to perform such duties or
responsibilities caused by the preceding Master Servicer's
failure
to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been
entitled to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act hereunder
and,
in addition, shall be entitled to the income from any Permitted
Investments made with amounts attributable to the Mortgage Loans
held in the Custodial Account or the Certificate Account. If the
Trustee has become the successor to the Master Servicer in
accordance with Section 6.04 or Section 7.01, then
notwithstanding
the above, the Trustee may, if it shall be unwilling to so act,
or
shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution, which is also a FNMA- or FHLMC-approved
mortgage servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master Servicer
hereunder
in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder. Pending
appointment of a successor to the Master Servicer hereunder, the
Trustee shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of
that permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be
necessary
to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02
will be lowered with respect to those Mortgage Loans, if any,
where the Subservicing Fee accrues at a rate of less than 0.20%
per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to
raise the related Subservicing Fee to a rate of 0.20% per annum
in
order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders
Owner of the Excess Spread.
(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 Owner of the
Excess Spread at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any Event
of Default, the Trustee shall transmit by mail to all Holders of
Certificates and the Owner of the Excess Spread notice of each
such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting
Rights of Certificates affected by a default or Event of Default
hereunder, and the Owner of the Excess Spread, 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 (b)
no waiver pursuant to this Section 7.04 shall affect the Holders
of Certificates in the manner set forth in Section 11.01(b)(i),
(ii) or (iii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of
Voting Rights of Certificates affected by such default or Event
of
Default, such default or Event of Default shall cease to exist
and
shall be deemed to have been remedied for every purpose
hereunder.
No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to
the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event
of Default and after the curing of all Events of Default which
may
have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. In case
an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care
and skill in their exercise as a prudent investor would exercise
or use under the circumstances in the conduct of such investor's
own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to
the requirements of this Agreement. The Trustee shall notify the
Certificateholders and the Owner of the Excess Spread of any such
documents which do not materially conform to the requirements of
this Agreement in the event that the Trustee, after so
requesting,
does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in
a timely fashion the notices, reports and statements required to
be forwarded by the Trustee pursuant to Sections 4.03, 4.06, 7.03
and 10.01. The Trustee shall furnish in a timely fashion to the
Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to
fulfill its duties as set forth in this Agreement. The Trustee
covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of the Trust
Fund as a REMIC under the REMIC Provisions and (subject to
Section
10.01(f)) to prevent the imposition of any federal, state or
local
income, prohibited transaction, contribution or other tax on the
Trust Fund to the extent that maintaining such status and
avoiding
such taxes are reasonably within the control of the Trustee and
are reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be
construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own
willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or waiver of all such
Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement,
the Trustee shall not be liable except for the
performance of such duties and obligations as are
specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this
Agreement against the Trustee and, in the absence of
bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the
Trustee by the Company or the Master Servicer and
which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable
for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable
with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the
direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class,
Percentage Interests aggregating not less than 25% as
to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be charged with
knowledge of any default (other than a default in
payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a
Responsible Officer of the Trustee assigned to and
working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee
receives written notice of such failure or event at
its Corporate Trust Office from the Master Servicer,
the Company, any Certificateholder or Owner of the
Excess Spread; and
(v) Except to the extent provided in Section
7.02, no provision in this Agreement shall require the
Trustee to expend or risk its own funds (including,
without limitation, the making of any Advance) or
otherwise incur any personal financial liability in
the performance of any of its duties as Trustee
hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds
for believing that repayment of funds or adequate
indemnity against such risk or liability is not
reasonably assured to it.
(d) The Trustee shall timely pay, from its own
funds, the amount of any and all federal, state and local taxes
imposed on the Trust Fund or its assets or transactions
including,
without limitation, (A) "prohibited transaction" penalty taxes as
defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and
(C) any tax on "net income from foreclosure property" as defined
in Section 860G(c) of the Code, but only if such taxes arise out
of a breach by the Trustee of its obligations hereunder, which
breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the
Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be
protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of
auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed
or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and
any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good
faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation
to exercise any of the trusts or powers vested in it
by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the
request, order or direction of any of the
Certificateholders or the Owner of the Excess Spread,
pursuant to the provisions of this Agreement, unless
such Certificateholders or such Owner shall have
offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such
of the rights and powers vested in it by this
Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct
of such investor's own affairs;
(iv) The Trustee shall not be personally liable
for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or
within the discretion or rights or powers conferred
upon it by this Agreement;
(v) Prior to the occurrence of an Event of
Default hereunder and after the curing of all Events
of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts
or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to
such Class, Percentage Interests, aggregating not less
than 50%; provided, however, that if the payment
within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of
the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of
every such examination shall be paid by the Master
Servicer, if an Event of Default shall have occurred
and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys;
and
(vii) To the extent authorized under the Code
and the regulations promulgated thereunder, each
Holder of a Class R Certificate hereby irrevocably
appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax
Returns required to be filed on behalf of the Trust
Fund. The Trustee shall sign on behalf of the Trust
Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared by or on behalf of the
Master Servicer that the Trustee is required to sign
as determined by the Master Servicer pursuant to
applicable federal, state or local tax laws, provided
that the Master Servicer shall indemnify the Trustee
for signing any such Tax Returns that contain errors
or omissions.
(b) Following the issuance of the Certificates, the
Trustee shall not accept any contribution of assets to the Trust
Fund unless (subject to Section 10.01(f)) it shall have obtained
or been furnished with an Opinion of Counsel to the effect that
such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are
outstanding or (ii) cause the Trust Fund to be subject to any
federal tax as a result of such contribution (including the
imposition of any federal tax on "prohibited transactions"
imposed
under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates
(other than the execution of the Certificates and relating to the
acceptance and receipt of the Mortgage Loans) shall be taken as
the statements of the Company or the Master Servicer as the case
may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates shall be duly and validly executed
and authenticated by it as Certificate Registrar) or of any
Mortgage Loan or related document. Except as otherwise provided
herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate Account
by
the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity
may become the owner or pledgee of Certificates with the same
rights it would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay
to the Trustee and any co-trustee from time to time, and the
Trustee and any co-trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance of any
of the powers and duties hereunder of the Trustee and any
co-trustee, and the Master Servicer will pay or reimburse the
Trustee
and any co-trustee upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly
in its employ, and the expenses incurred by the Trustee or any
co-trustee in connection with the appointment of an office or
agency
pursuant to Section 8.12) except any such expense, disbursement
or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the
Trustee for, and to hold the Trustee harmless against, any loss,
liability or expense incurred without negligence or willful
misconduct on its part, arising out of, or in connection with,
the
acceptance and administration of the Trust Fund, including the
costs and expenses (including reasonable legal fees and expenses)
of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the
Trustee shall have given the Master Servicer written
notice thereof promptly after the Trustee shall have
actual knowledge thereof;
(ii) while maintaining control over its own
defense, the Trustee shall cooperate and consult fully
with the Master Servicer in preparing such defense;
and
(iii) notwithstanding anything in this Agreement
to the contrary, the Master Servicer shall not be
liable for settlement of any claim by the Trustee
entered into without the prior consent of the Master
Servicer which consent shall not be unreasonably
withheld.
No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of the Master Servicer to
indemnify the Trustee under the conditions and to the extent set
forth herein.
Notwithstanding the foregoing, the indemnification
provided by the Master Servicer in this Section 8.05(b) shall not
pertain to any loss, liability or expense of the Trustee,
including the costs and expenses of defending itself against any
claim, incurred in connection with any actions taken by the
Trustee at the direction of the Certificateholders or the Owner
of
the Excess Spread pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for
Trustee.
The Trustee hereunder shall at all times be a
corporation or a national banking association having its
principal
office in a state and city acceptable to the Company and
organized
and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national
banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation
shall
be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with
the
provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the
Trustee.
(a) The Trustee may at any time resign and be
discharged from the trusts hereby created by giving written
notice
thereof to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall
have
been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section 8.06 and
shall fail to resign after written request therefor by the
Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. In
addition, in the event that the Company determines that the
Trustee has failed (i) to distribute or cause to be distributed
to
the Certificateholders or the Owner of the Excess Spread any
amount required to be distributed hereunder, if such amount is
held by the Trustee or its Paying Agent (other than the Master
Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants,
agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause
(i) above) or 30 days (in respect of clause (ii) above) after the
date on which written notice of such failure, requiring that the
same be remedied, shall have been given to the Trustee by the
Company, then the Company may remove the Trustee and appoint a
successor trustee by written instrument delivered as provided in
the preceding sentence. In connection with the appointment of a
successor trustee pursuant to the preceding sentence, the Company
shall, on or before the date on which any such appointment
becomes
effective, obtain from each Rating Agency written confirmation
that the appointment of any such successor trustee will not
result
in the reduction of the ratings on any class of the Certificates
below the lesser of the then current or original ratings on such
Certificates.
(c) The Holders of Certificates or Excess Spread
entitled to at least 51% of the Voting Rights may at any time
remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Company, one complete
set to the Trustee so removed and one complete set to the
successor so appointed.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in Section
8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the
Company
and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal
of
the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee,
without
any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally
named
as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any
successor trustee hereunder), and the Company, the Master
Servicer
and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be
required
for more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of
Section 8.06.
(c) Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall mail
notice
of the succession of such trustee hereunder to all Holders of
Certificates or Excess Spread at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice
within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be
mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into
which the Trustee may be merged or converted or with which it may
be consolidated or any corporation or national banking
association resulting from any merger, conversion or
consolidation
to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder,
provided
such corporation or national banking association shall be
eligible
under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
The Trustee shall mail notice of any such merger or consolidation
to the Certificateholders and the Owner of the Excess Spread at
their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee
or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at
any time, for the purpose of meeting any legal requirements of
any
jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer
and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more
Persons
approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in
such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions
of
this Section 8.10, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the
power
to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates or Excess Spread of the appointment of
co-trustee(s) or separate trustee(s) shall be required under
Section
8.08 hereof.
(b) In the case of any appointment of a co-trustee
or separate trustee pursuant to this Section 8.10 all rights,
powers, duties and obligations conferred or imposed upon the
Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the
Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of
title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to
the Trustee shall be deemed to have been given to each of the
then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of
this Article VIII. Each separate trustee and co-trustee, upon
its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating
to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed
with the Trustee.
(d) Any separate trustee or co-trustee may, at any
time, constitute the Trustee, its agent or attorney-in-fact, with
full power and authority, to the extent not prohibited by law, to
do any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall
vest
in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master
Servicer and the Company, appoint one or more Custodians who are
not Affiliates of the Company, the Master Servicer or any Seller
to hold all or a portion of the Mortgage Files as agent for the
Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the
Certificateholders and the Owner of the Excess Spread. Each
Custodian shall be a depository institution subject to
supervision
by federal or state authority, shall have a combined capital and
surplus of at least $15,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File.
Each Custodial Agreement may be amended only as provided in
Section 11.01. The Trustee shall notify the Certificateholders
and the Owner of the Excess Spread of the appointment of any
Custodian (other than the Custodian appointed as of the Closing
Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the
City of New York where Certificates may be surrendered for
registration of transfer or exchange. The Trustee initially
designates its offices located at 14 Wall Street, 8th Floor, New
York, NY 10005 for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address
stated in Section 11.05(c) hereof where notices and demands to or
upon the Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective
obligations and responsibilities of the Company, the Master
Servicer and the Trustee created hereby in respect of the
Certificates and the Excess Spread (other than the obligation of
the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the Owner of the Excess Spread and
the obligation of the Company to send certain notices as
hereinafter set forth) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution
Date
pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund or
the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
(ii) the purchase by the Master Servicer or the
Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in
the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less
than such unpaid principal balance, the fair market
value of the related underlying property of such
Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market
value is less than such unpaid principal balance (net
of any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate to, but not
including, the first day of the month in which such
repurchase price is distributed, provided, however,
that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date
hereof and provided further that the purchase price
set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid
disqualification of the Trust Fund as a REMIC.
The right of the Master Servicer or the Company to
purchase all the assets of the Trust Fund pursuant to clause (ii)
above is conditioned upon the Pool Stated Principal Balance as of
the Final Distribution Date being less than ten percent of the
Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer
shall be deemed to have been reimbursed for the full amount of
any
unreimbursed Advances theretofore made by it with respect to the
Mortgage Loans. In addition, the Master Servicer or the Company,
as applicable, shall provide to the Trustee the certification
required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the
Master Servicer or the Company, as applicable, the Mortgage Files
pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the exercise by the Company of its
right to purchase the assets of the Trust Fund, the Company shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made
to Certificateholders and the Owner of the Excess Spread (whether
as a result of the exercise by the Master Servicer or the Company
of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the
anticipated
Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the
Trustee
(if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the
Master Servicer or the Company, as applicable (if it is
exercising
its right to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to the Certificateholders
and the Owner of the Excess Spread mailed not earlier than the
15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date
upon which final payment of the Certificates and the
Excess Spread is anticipated to be made upon
presentation and surrender of Certificates at the
office or agency of the Trustee therein designated,
(ii) the amount of any such final payment, if
known, and
(iii) that the Record Date otherwise applicable
to such Distribution Date is not applicable, and in
the case of the Class A Certificates, Class M
Certificates and Class R Certificates, that payment
will be made only upon presentation and surrender of
the Certificates at the office or agency of the
Trustee therein specified.
If the Master Servicer or the Company, as applicable, is
obligated
to give notice to Certificateholders and the Owner of the Excess
Spread as aforesaid, it shall give such notice to the Certificate
Registrar at the time such notice is given to Certificateholders
and the Owner of the Excess Spread. In the event such notice is
given by the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate
Account before the Final Distribution Date in immediately
available funds an amount equal to the purchase price for the
assets of the Trust Fund computed as above provided.
(c) In the case of the Class A Certificates, Class M
and the Class R Certificates, upon presentation and surrender of
the Certificates by the Certificateholders thereof, the Trustee
shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's or the Company's election
to
repurchase, or (ii) if the Master Servicer or the Company elected
to so repurchase, an amount determined as follows: (A) with
respect to each Certificate the outstanding Certificate Principal
Balance thereof, plus one month's Accrued Certificate Interest
and
any previously unpaid Accrued Certificate Interest, subject to
the
priority set forth in Section 4.02(a), and (B) with respect to
the
Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause
(ii) of subsection (a) of this Section) over the total amount
distributed under the immediately preceding clause (A) and the
Excess Spread. The Trustee shall also distribute to the Owner
the
Excess Spread.
(d) In the event that any Certificateholders shall
not surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date
cause all funds in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn
therefrom
and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the
final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company, as
applicable, to contact the remaining Certificateholders
concerning
surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in
the escrow account. If within nine months after the second
notice
any Certificates shall not have been surrendered for
cancellation,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such holders.
No interest shall accrue or be payable to any Certificateholder
on
any amount held in the escrow account or by the Master Servicer
or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance
with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have
received an Opinion of Counsel (which Opinion of Counsel shall
not
be an expense of the Trustee) to the effect that the failure of
the Trust Fund to comply with the requirements of this Section
9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited transactions," as described in Section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC
at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for the Trust Fund and specify
the first day of such period in a statement attached
to the Trust Fund's final Tax Return pursuant to
Treasury Regulation Section 1.860F-1. The Master
Servicer also shall satisfy all of the requirements of
a qualified liquidation for the Trust Fund under
Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the
Trustee at the commencement of such 90-day liquidation
period and, at or prior to the time of making of the
final payment on the Certificates, the Trustee shall
sell or otherwise dispose of all of the remaining
assets of the Trust Fund in accordance with the terms
hereof; and
(iii) If the Master Servicer is exercising its
right to purchase the assets of the Trust Fund, the
Master Servicer shall, during the 90-day liquidation
period and at or prior to the Final Distribution Date,
purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar
quarter ends after the commencement of the 90-day
liquidation period but prior to the Final Distribution
Date, the Master Servicer shall not purchase any of
the assets of the Trust Fund prior to the close of
that calendar quarter.
(b) Each Holder of a Certificate and the Trustee
hereby irrevocably approves and appoints the Master Servicer as
its attorney-in-fact to adopt a plan of complete liquidation for
the REMIC at the expense of the Trust Fund in accordance with the
terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an
election to treat the Trust Fund as a REMIC under the Code and,
if
necessary, under applicable state law. Such election will be
made
on Form 1066 or other appropriate federal tax or information
return (including Form 8811) or any appropriate state return for
the taxable year ending on the last day of the calendar year in
which the Certificates are issued. For the purposes of the REMIC
election in respect of the Trust Fund, the Class A, Class M,
Class
B Certificates and the Excess Spread shall be designated as the
"regular interests" and the Class R Certificates shall be
designated as the sole class of "residual interest" in the Trust
Fund. The REMIC Administrator and the Trustee shall not permit
the creation of any "interests" (within the meaning of Section
860G of the Code) in the Trust Fund other than the regular
interests and the interests represented by the Class R
Certificates, respectively.
(b) The Closing Date is hereby designated as
the "Startup Day" of the Trust Fund within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class
R Certificate representing a 0.01% Percentage Interest of the
Class R Certificates and shall be designated as the tax matters
person with respect to the Trust Fund in the manner provided
under
Treasury Regulation Section 1.860F-4(d) and temporary Treasury
Regulation Section 301.6231(a)(7)-1T. The REMIC Administrator,
as
tax matters person, shall (i) act on behalf of the Trust Fund in
relation to any tax matter or controversy involving the Trust
Fund
and (ii) represent the Trust Fund in any administrative or
judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability
resulting
therefrom shall be expenses of the Trust Fund and the REMIC
Administrator shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal
expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master
Servicer hereunder at its option it may continue its duties as
REMIC Administrator and shall be paid reasonable compensation by
any successor Master Servicer hereto for so acting as the REMIC
Administrator.
(d) The REMIC Administrator shall prepare or
cause to be prepared all of the Tax Returns that it determines
are
required with respect to the Trust Fund and deliver such Tax
Returns in a timely manner to the Trustee and the Trustee shall
sign and file such Tax Returns in a timely manner. The expenses
of preparing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The
REMIC Administrator agrees to indemnify and hold harmless the
Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or
omissions.
(e) The REMIC Administrator shall provide (i)
to any Transferor of a Class R Certificate such information as is
necessary for the application of any tax relating to the transfer
of a Class R Certificate to any Person who is not a Permitted
Transferee, (ii) to the Trustee and the Trustee shall forward to
the Certificateholders such information or reports as are
required
by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of
the person who will serve as the representative of the Trust
Fund.
(f) The Master Servicer and the REMIC
Administrator shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Master
Servicer's or the REMIC Administrator's control and the scope of
its duties more specifically set forth herein as shall be
necessary to maintain the status thereof as a REMIC under the
REMIC Provisions (and the Trustee shall assist the Master
Servicer
and the REMIC Administrator, to the extent reasonably requested
by
the Master Servicer and the REMIC Administrator to do so). In
performing their duties more specifically set forth herein, the
Master Servicer and the REMIC Administrator shall not knowingly
or
intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the Trust Fund as a REMIC or (ii) result
in
the imposition of a tax upon the Trust Fund (including but not
limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code) (either such
event, 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 Trust Fund, 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 Trust Fund or its assets, or causing the Trust Fund to
take
any action, which is not expressly permitted under the terms of
this Agreement, the Trustee will consult with the Master Servicer
or the REMIC Administrator, as applicable, or its designee, in
writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund, and
the Trustee shall not take any such action or cause the Trust
Fund
to take any such action as to which the Master Servicer or the
REMIC Administrator, as applicable, has advised it in writing
that
an Adverse REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by
the party seeking to take the action not expressly permitted by
this Agreement, but in no event at the expense of the Master
Servicer or the REMIC Administrator. At all times as may be
required by the Code, the Master Servicer will to the extent
within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of the
Trust Fund as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of the Trust Fund as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property"
of the Trust Fund as defined in Section 860G(c) of the Code, on
any contributions to the Trust Fund after the Startup Day
therefor
pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or
local
tax laws, such tax shall be charged (i) to the Master Servicer,
if
such tax arises out of or results from a breach by the Master
Servicer of any of its obligations under this Agreement or the
Master Servicer has in its sole discretion determined to
indemnify
the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of
its obligations under this Article X, or otherwise (iii) against
amounts on deposit in the Custodial Account as provided by
Section
3.10 and on the Distribution Date(s) following such reimbursement
the aggregate of such taxes shall be allocated in reduction of
the
Accrued Certificate Interest on each Class entitled thereto in
the
same manner as if such taxes constituted a Prepayment Interest
Shortfall.
(h) The Trustee and the Master Servicer shall,
for federal income tax purposes, maintain books and records with
respect to the Trust Fund on a calendar year and on an accrual
basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the
Master Servicer nor the Trustee shall accept any contributions of
assets to the Trust Fund unless (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 Trust Fund will not cause the Trust Fund to fail to qualify
as
a REMIC at any time that any Certificates are outstanding or
subject the Trust Fund to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the
Trustee shall (subject to Section 10.01(f)) enter into any
arrangement by which the Trust Fund will receive a fee or other
compensation for services nor permit either such REMIC to receive
any income from assets other than "qualified mortgages" as
defined
in Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(k) The Maturity Date of each Class of
Certificates representing a regular interest in the Trust Fund is
February 25, 2011, which is the Distribution Date one month
following the latest scheduled maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the
REMIC Administrator shall prepare and file with the Internal
Revenue Service Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMICs) and Issuers of
Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master
Servicer shall sell, dispose of or substitute for any of the
Mortgage Loans (except in connection with (i) the default,
imminent default or foreclosure of a Mortgage Loan, including but
not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of
the Trust Fund, (iii) the termination of the Trust Fund pursuant
to Article IX of this Agreement or (iv) a purchase of Mortgage
Loans pursuant to Article II or III of this Agreement) nor
acquire
any assets for the Trust Fund, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account
for gain, nor accept any contributions to the Trust Fund after
the
Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a)
affect adversely the status of the Trust Fund as a REMIC or (b)
unless the Master Servicer has determined in its sole discretion
to indemnify the Trust Fund against such tax, cause the Trust
Fund
to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust
Fund, the Company, the REMIC Administrator and the Master
Servicer
for any taxes and costs (including, without limitation, any
reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach
of the Trustee's covenants set forth in Article VIII or this
Article X.
(b) The REMIC Administrator agrees to
indemnify the Trust Fund, the Company, the Master Servicer and
the
Trustee for any taxes and costs (including, without limitation,
any reasonable attorneys' fees) imposed on or incurred by the
Trust Fund, the Company, the Master Servicer or the Trustee, as a
result of a breach of the REMIC Administrator's covenants set
forth in this Article X with respect to compliance with the REMIC
Provisions, including, without limitation, any penalties arising
from the Trustee's execution of Tax Returns prepared by the REMIC
Administrator that contain errors or omissions; provided,
however,
that such liability will not be imposed to the extent such breach
is a result of an error or omission in information provided to
the
REMIC Administrator by the Master Servicer in which case Section
10.02(c) will apply.
(c) The Master Servicer agrees to indemnify
the Trust Fund, the Company, the REMIC Administrator and the
Trustee for any taxes and costs (including, without limitation,
any reasonable attorneys' fees) imposed on or incurred by the
Trust Fund, the Company or the Trustee, as a result of a breach
of
the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master
Servicer
that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be
amended from time to time by the Company, the Master Servicer and
the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions
herein or therein, which may be inconsistent with any
other provisions herein or therein or to correct any
error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or
desirable to maintain the qualification of the Trust
Fund as a REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to
the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of
Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of
any such tax and (B) such action will not adversely
affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of
deposits into the Custodial Account or the Certificate
Account or to change the name in which the Custodial
Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be
later than the related Distribution Date, (B) such
change shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change
shall not result in a reduction of the rating assigned
to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the
provisions of Section 5.02(f) or any other provision
hereof restricting transfer of the Class R
Certificates by virtue of their being the "residual
interests" in the REMIC, respectively, provided that
(A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates
below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing
Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not (subject
to Section 10.01(f)), as evidenced by an Opinion of
Counsel (at the expense of the party seeking so to
modify, eliminate or add such provisions), cause
either the Trust Fund or any of the Certificateholders
(other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a
Permitted Transferee, or
(vi) to provide for the Excess Spread to be
certificated and designated as a Senior Certificate,
or
(vii) to make any other provisions with respect
to matters or questions arising under this Agreement
or such Custodial Agreement which shall not be
materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may
also be amended from time to time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of
Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected
thereby and the Owner of the Excess Spread, if affected thereby,
for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or of the Excess
Spread; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or
delay the timing of, payments which are required to be
distributed on any Certificate or the Excess Spread
without the consent of the Holder of such Certificate
or the Owner of the Excess Spread,
(ii) reduce the aforesaid percentage of
Certificates of any Class the Holders of which are
required to consent to any such amendment, in any such
case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel (subject to Section 10.01(f) and at the expense of the
party seeking such amendment) to the effect that such amendment
or
the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not
result in the imposition of a federal tax on the Trust Fund or
cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
(d) Promptly after the execution of any such
amendment the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder and Owner
of
the Excess Spread. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the
particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders
shall
be subject to such reasonable regulations as the Trustee may
prescribe.
(e) The Company shall have the option, in its sole
discretion, to obtain and deliver to the Trustee any corporate
guaranty, payment obligation, irrevocable letter of credit,
surety
bond, insurance policy or similar instrument or a reserve fund,
or
any combination of the foregoing, for the purpose of protecting
the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be deemed to
be
under any circumstances included in the Trust Fund. To the
extent
that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established
shall be an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the Company,
and (iii) amounts transferred by the Trust Fund to any such
reserve fund shall be treated as amounts distributed by the Trust
Fund to the Company or any successor, all within the meaning of
Treasury Regulation Section 1.860G-2(h) as it reads as of the
Cut-off Date. In connection with the provision of any such
instrument
or fund, this Agreement and any provision hereof may be modified,
added to, deleted or otherwise amended in any manner that is
related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be
made
by written instrument executed or consented to by the Company but
without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as
applicable; provided that the Company obtains (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) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide
such
coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Company may elect that the
text
of such amendment to this Agreement shall be substantially in the
form attached hereto as Exhibit M (in which case Residential
Funding's Subordinate Certificate Loss Obligation as described in
such exhibit shall be established by Residential Funding's
consent
to such amendment) and that the limited guaranty shall be
executed
in the form attached hereto as Exhibit N, with such changes as
the
Company shall deem to be appropriate; it being understood that
the
Trustee has reviewed and approved the content of such forms and
that the Trustee's consent or approval to the use thereof is not
required.
Section 11.02. Recordation of Agreement;
Counterparts.
(a) To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such
recordation
to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of Holders of
Certificates entitled to at least 25% of the Voting Rights), but
only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation
of this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
Section 11.03. Limitation on Rights
of Certificateholders.
(a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust Fund,
nor entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding
in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any
of
the parties hereto.
(b) Neither the Owner of the Excess Spread, nor any
Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of
the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders or Owner of the Excess Spread
from time to time as partners or members of an association; nor
shall any Certificateholder or Owner of the Excess Spread be
under
any liability to any third person by reason of any action taken
by
the parties to this Agreement pursuant to any provision hereof.
(c) Neither the Owner of the Excess Spread, nor any
Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of
Certificates
of any Class evidencing in the aggregate not less than 25% of the
related Percentage Interests of such Class, shall have made
written request upon the Trustee to institute such action, suit
or
proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may
require
against the costs, expenses and liabilities to be incurred
therein
or thereby, and the Trustee, for 60 days after its receipt of
such
notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding it being
understood and intended, and being expressly covenanted by each
Certificateholder and Owner of the 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 600, Minneapolis, Minnesota
55437, Attention: President, or such other address as may
hereafter be furnished to the Master Servicer and the Trustee in
writing by the Company, (b) in the case of the Master Servicer,
10
Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Bond Administration Team Leader or such other
address as may be hereafter furnished to the Company and the
Trustee by the Master Servicer in writing, (c) in the case of the
Trustee, The First National Bank of Chicago, One First National
Plaza, Mail Suite 0126, Chicago, IL 60670-0126, Attention:
Residential Funding Corporation Series 1996-S5 or such other
address as may hereafter be furnished to the Company and the
Master Servicer in writing by the Trustee, (d) in the case of
Fitch, One State Street Plaza, New York, New York 10004, or such
other address as may hereafter be furnished to the Company, the
Trustee and the Master Servicer in writing by Fitch and (e) in
the
case of Standard & Poor's, 26 Broadway, New York, New York 10004
or such other address as may be hereafter furnished to the
Company, Trustee, and Master Servicer by Standard & Poor's. Any
notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether
or
not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating Agency and the Subservicer
at
such time as it is otherwise required pursuant to this Agreement
to give notice of the occurrence of, any of the events described
in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this
Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a
successor Master Servicer or Trustee or a change in
the majority ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors and
omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any
such instrument,
(e) the statement required to be delivered to
the Holders of each Class of Certificates and the
Owner of the Excess Spread pursuant to Section 4.03,
(f) the statements required to be delivered
pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial
Account or the Certificate Account,
(h) the occurrence of any monthly cash flow
shortfall to the Holders of any Class of Certificates
or Owner of the Excess Spread resulting from the
failure by the Master Servicer to make an Advance
pursuant to Section 4.04,
(i) the occurrence of the Final Distribution
Date, and
(j) the repurchase of or substitution for any
Mortgage Loan,
provided, however, that with respect to notice of the occurrence
of the events described in clauses (d), (g) or (h) above, the
Master Servicer shall provide prompt written notice to each
Rating
Agency and the Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the
other
provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.
IN WITNESS WHEREOF, the Company, the Master Servicer
and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized and their
respective seals, duly attested, to be hereunto affixed, all as
of
the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Bruce J. Legan
Title: Vice President
Attest:
Name: Jill M. Johnson
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name: Jill M. Johnson
Title: Director
Attest:
Name: Bruce J. Legan
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of February, 1996 before me, a
notary
public in and for said State, personally appeared Bruce J. Legan,
known to me to be a Vice President of Residential Funding
Mortgage
Securities I, Inc., one of the corporations that executed the
within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of February, 1996 before me, a
notary
public in and for said State, personally appeared Jill M.
Johnson,
known to me to be a Director of Residential Funding Corporation,
one
of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 29th day of February, 1996 before me, a
notary
public in and for said State, personally appeared
__________________________________, known to me to be a Vice
President of The First National Bank of Chicago, the national
banking association that executed the within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[THE 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 FEBRUARY 29, 1996. THE INITIAL PER ANNUM
RATE
OF INTEREST ON THIS CERTIFICATE IS ____% 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 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 USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE
PASS-THROUGH RATE.]
Certificate No. ____ [____%][0.00%] Pass-Through
Rate
Class A-_ Senior Percentage Interest: ____%
Date of Pooling and Servicing Aggregate Initial
Certificate Principal
Agreement and Cut-off Date: Balance of the Class A-_
Certificates:
February 1, 1996 $_____________________
First Distribution Date: Initial Certificate
Principal Balance of
March 25, 1996 this Certificate:
$__________________
Master Servicer CUSIP 760947-____
Residential Funding Corporation
Assumed Final Distribution Date:
February 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S5
evidencing a percentage interest in the
distributions allocable to the Class A-_
Certificates with respect to a Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest in Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _____________________________ is
the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class A-_ Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a
Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such
distribution (the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount [of
interest
and] principal, if any required to be distributed to Holders of
Class A-_ Certificates on such Distribution Date.
Distributions on this Certificate will be made either
by the Master Servicer acting on behalf of the Trustee or by a
Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the
Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of distributions allocable to principal and any
Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In the event Master Servicer funds are advanced with respect to
any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders and Owner of the Excess Spread may
be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders and Owner of the
Excess Spread, 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 and the
Owner
of the Excess Spread 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 and the Owner of the Excess Spread, if 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, the
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 and Owner of the
Excess Spread of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other liquidation of
the last Mortgage Loan subject thereto or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan and (ii) the purchase by the Master Servicer
or the Company from the Trust Fund of all remaining Mortgage
Loans
and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master Servicer or
the Company to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase in
whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-_ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the
Trust
Fund.
I (We) further direct the Certificate Registrar to
issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the
following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES[,][AND] THE CLASS R CERTIFICATES[,][AND] THE CLASS
M-1 CERTIFICATES] [AND THE CLASS M-2 CERTIFICATES] AS DESCRIBED
IN
THE AGREEMENT (AS DEFINED BELOW).
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS USING "PLAN ASSETS" OF ANY
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL OR CERTIFICATION PURSUANT TO
SECTION 5.02(e) OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT") SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND
THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF
OF, OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO
THOSE
UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE CODE.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS
CERTIFICATE IS FEBRUARY 29, 1996. THE PER ANNUM RATE OF INTEREST
ON THIS CERTIFICATE IS ____% ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT ____% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS
BEEN
ISSUED WITH NO MORE THAN $_______ OF OID PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS
NO
MORE THAN $_______ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION
IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ ____% Pass-Through Rate
Class M- Subordinate Percentage Interest
______________%
Date of Pooling and Servicing Aggregate Initial
Certificate Principal
Agreement and Cut-off Date: Balance of the Class
M-____
February 1, 1996 Certificates:
$__________________
First Distribution Date: Initial Certificate
Principal Balance of
March 25, 1996 this Certificate:
$________________
Master Servicer: CUSIP: 760947______________
Residential Funding Corporation
Assumed Final Distribution Date:
February 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S5
evidencing a percentage interest in any
distributions allocable to the Class M-__
Certificates with respect to the Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest in Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal
Balance of this Certificate by the aggregate Certificate
Principal
Balance of all Class M-_ Certificates, both as specified above)
in
certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed
and sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this
Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a
Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such
distribution (the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount of interest
and principal, if any required to be distributed to Holders of
Class M-_ Certificates on such Distribution Date.
Distributions on this Certificate will be made either
by the Master Servicer acting on behalf of the Trustee or by a
Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the
Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
In connection with any transfer of a Class M-_
Certificate, the Trustee (unless otherwise directed by the
Company) will require (i) a representation letter, in the form as
described by the Agreement, stating that the transferee is not an
employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code (the "Code"), an investment manager, a named
fiduciary or any other person using "plan assets" of any such
plan
to effect such acquisition (a "Plan Investor") or (ii) if such
transferee is a Plan Investor, an opinion of counsel acceptable
to
and in form and substance satisfactory to the Trustee, the
Company
and the Master Servicer with respect to the permissibility of
such
transfer under ERISA and Section 4975 of the Code and stating,
among other things, that the transferee's acquisition of a Class
M-_ Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975
of the Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In the event Master Servicer funds are advanced with respect to
any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders and Owner of the Excess Spread may
be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders and Owner of the
Excess Spread, 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 and the
Owner
of the Excess Spread 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 and the Owner of the Excess Spread, if 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, the
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 and Owner of the
Excess Spread of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other liquidation of
the last Mortgage Loan subject thereto or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan and (ii) the purchase by the Master Servicer
or the Company from the Trust Fund of all remaining Mortgage
Loans
and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master Servicer or
the Company to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase in
whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the
Trust
Fund.
I (We) further direct the Certificate Registrar to
issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the
following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES, THE CLASS R CERTIFICATES[,][AND] THE CLASS M
CERTIFICATES[[,][AND] THE CLASS B-1 CERTIFICATES] [AND THE CLASS
B-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), OR TO ANY PERSON WHO IS USING "PLAN ASSETS" OF ANY
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL OR CERTIFICATION PURSUANT TO
SECTION 5.02(e) OF THE AGREEMENT SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH PLAN
IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE CODE.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS
CERTIFICATE IS FEBRUARY 29, 1996. THE PER ANNUM RATE OF INTEREST
ON THIS CERTIFICATE IS ____%. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT ___% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT
OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE
THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ ____ % Pass-Through Rate
Class B-_ Subordinate Percentage Interest: ____%
Date of Pooling and Servicing Aggregate Initial
Certificate Principal
Agreement and Cut-off Date: Balance of the Class B-__
February 1, 1996 Certificate $______________
First Distribution Date: Initial Certificate
Principal Balance of
March 25, 1996 this Certificate:
$______________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
February 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S5
evidencing a percentage interest in any
distributions allocable to the Class B-_
Certificates with respect to the Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest in Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage
Securities I, Inc. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate
Certificate Principal Balance of all Class B-_ Certificates, both
as specified above) in certain distributions with respect to a
Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding
Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among the Company, the Master Servicer and The First National
Bank
of Chicago, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this
Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately
preceding such last day) of the month next preceding the month of
such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount
of interest and principal, if any required to be distributed to
Holders of Class B Certificates on such Distribution Date.
Distributions on this Certificate will be made either
by the Master Servicer acting on behalf of the Trustee or by a
Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the
Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
No transfer of this Class B-_ Certificate will be made
unless such transfer is exempt from the registration requirements
of the Securities Act of 1933, as amended, and any applicable
state securities laws or is made in accordance with said Act and
laws. In the event that such a transfer is to be made, (i) the
Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities
Act of 1933, as amended, and of any applicable statute of any
state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Company, the Master Servicer and the
Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is
not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee (unless otherwise
directed by the Company) will also require (i) a representation
letter, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject
to
the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") or Section 4975
of the Internal Revenue Code (the "Code"), an investment manager,
a named fiduciary or any other person using "plan assets" of any
such plan to effect such acquisition (a "Plan Investor") or (ii)
if such transferee is a Plan Investor, an opinion of counsel
acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the
permissibility of such transfer under ERISA and Section 4975 of
the Code and stating, among other things, that the transferee's
acquisition of a Class B-_ Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406
of
ERISA or Section 4975 of the Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In the event Master Servicer funds are advanced with respect to
any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders and Owner of the Excess Spread may
be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders and Owner of the
Excess Spread, 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 and the
Owner
of the Excess Spread 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 and the Owner of the Excess Spread, if 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, the
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 and Owner of the
Excess Spread of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other liquidation of
the last Mortgage Loan subject thereto or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan and (ii) the purchase by the Master Servicer
or the Company from the Trust Fund of all remaining Mortgage
Loans
and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master Servicer or
the Company to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase in
whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-_ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the
Trust
Fund.
I (We) further direct the Certificate Registrar to
issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the
following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE CODE, OR TO ANY PERSON WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL OR
CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE POOLING AND
SERVICING AGREEMENT (THE "AGREEMENT") SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH PLAN
IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER
AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
TAX
IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C)
BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D)
AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3)
SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Certificate No. ___ ____% Pass-Through Rate
Class R Senior Percentage Interest: _____%
Date of Pooling and Servicing Aggregate Initial
Certificate
Agreement and Cut-off Date: Principal Balance of the
February 1, 1996 Class R Certificates:
$100.00
First Distribution Date: Initial Certificate
Principal Balance of
March 25, 1996 this Certificate:
$_________________
Master Servicer: CUSIP 760947-_________
Residential Funding Corporation
Assumed Final Distribution Date:
February 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S5
evidencing a percentage interest in any
distributions allocable to the Class R
Certificates with respect to a Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest in Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R Certificates, both
as
specified above) in certain distributions with respect to a the
Trust Fund. The Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject
to
the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a
Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such
distribution (the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount (of
interest
and principal, if any) required to be distributed to Holders of
Class R Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the Agreement
to the effect that (i) each person holding or acquiring any
Ownership Interest in this Certificate must be a United States
Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon
the delivery to the Trustee of, among other things, an affidavit
to the effect that it is a United States Person and Permitted
Transferee, (iii) any attempted or purported transfer of any
Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other
than a United States Person and a Permitted Transferee acquires
any Ownership Interest in this Certificate in violation of such
restrictions, then the Company will have the right, in its sole
discretion and without notice to the Holder of this Certificate,
to sell this Certificate to a purchaser selected by the Company,
which purchaser may be the Company, or any affiliate of the
Company, on such terms and conditions as the Company may choose.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of distributions allocable to principal and any
Realized Losses allocable hereto. Notwithstanding the reduction
of the Certificate Principal Balance hereof to zero, this
Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to
this
Certificate, including tax liabilities, and may be entitled to
certain additional distributions hereon, in accordance with the
terms and provisions of the Agreement.
In connection with any transfer of a Class R
Certificate, the Trustee (unless otherwise directed by the
Company) will require (i) a representation letter, in the form as
described by the Agreement, stating that the transferee is not an
employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code (the "Code"), an investment manager, a named
fiduciary or any other person using "plan assets" of any such
plan
to effect such acquisition (a "Plan Investor") or (ii) if such
transferee is a Plan Investor, an opinion of counsel acceptable
to
and in form and substance satisfactory to the Trustee, the
Company
and the Master Servicer with respect to the permissibility of
such
transfer under ERISA and Section 4975 of the Code and stating,
among other things, that the transferee's acquisition of a Class
R
Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975
of the Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In the event Master Servicer funds are advanced with respect to
any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders and Owner of the Excess Spread may
be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders and Owner of the
Excess Spread, 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 and the
Owner
of the Excess Spread 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 and the Owner of the Excess Spread, if 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, the
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 and Owner of the
Excess Spread of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other liquidation of
the last Mortgage Loan subject thereto or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan and (ii) the purchase by the Master Servicer
or the Company from the Trust Fund of all remaining Mortgage
Loans
and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master Servicer or
the Company to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase in
whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purpose have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Certificate Registrar, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in
the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the
Trust
Fund.
I (We) further direct the Certificate Registrar to
issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the
following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of February 1,
1996,
by and among THE FIRST NATIONAL BANK OF CHICAGO, as trustee
(including its successors under the Pooling Agreement defined
below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as seller (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, as custodian
(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 February 1, 1996, relating to the issuance of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1996-S5 (as in effect on the date of this
agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for
the Trustee for the purposes of receiving and holding certain
documents and other instruments delivered by the Company and the
Master Servicer under the Pooling Agreement, all upon the terms
and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements hereinafter set forth, the
Trustee, the Company, the Master Servicer and the Custodian
hereby
agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not
defined herein shall have the meanings assigned in the Original
Pooling Agreement, unless otherwise required by the context
herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files. The Custodian, as the duly appointed agent of
the
Trustee for these purposes, acknowledges receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule
attached hereto (the "Mortgage Files") and declares that it holds
and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future
Certificateholders and Owner of the Excess Spread.
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 and the Owner of the Excess Spread, to review,
in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee
an
Interim Certification in the form annexed hereto as Exhibit Two
to
the effect that all documents required to be delivered pursuant
to
Section 2.01(b) of the Pooling Agreement have been executed and
received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim
Certification. Within 45 days of receipt of the documents
required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of the
Certificateholders and the Owner of the Excess Spread, to review,
in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto
as
Exhibit Two to the effect that all such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except
for any exceptions listed on Schedule A attached to such Interim
Certification or (ii) a Final Certification as set forth in
subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the
same are genuine, enforceable, or appropriate for the represented
purpose or that they have actually been recorded or that they are
other than what they purport to be on their face. If in
performing the review required by this Section 2.3 the Custodian
finds any document or documents constituting a part of a Mortgage
File to be defective in any material respect, the Custodian shall
promptly so notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the Master
Servicer, signed by a Servicing Officer, that the Master Servicer
or a Subservicer, as the case may be, has made a deposit into the
Certificate Account in payment for the purchase of the related
Mortgage Loan in an amount equal to the Purchase Price for such
Mortgage Loan, the Custodian shall release to the Master Servicer
the related Mortgage File.
(c) Upon receipt of all documents required to be in
the Mortgage Files the Custodian shall deliver to the Trustee a
Final Certification in the form annexed hereto as Exhibit Three
evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a
list of all of the documents relating to the Mortgage Loans then
contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the Custodian
of a breach of any representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a
Mortgage
Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Company, the Master Servicer and the
Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the repurchase or substitution of any
Mortgage Loan pursuant to Article II of the Pooling Agreement or
payment in full of any Mortgage Loan, or the receipt by the
Master
Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master Servicer
shall
immediately notify the Custodian by a certification (which
certification shall include a statement to the effect that all
amounts received or to be received in connection with such
payment
which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or
will be so deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. The Custodian agrees, upon
receipt of such certification and request, promptly to release to
the Master Servicer the related Mortgage File. The Master
Servicer shall deliver to the Custodian and the Custodian agrees
to accept the Mortgage Note and other documents constituting the
Mortgage File with respect to any Qualified Substitute Mortgage
Loan.
From time to time as is appropriate for the servicing
or foreclosures of any Mortgage Loan, including, for this
purpose,
collection under any Primary Insurance Policy or any Mortgage
Pool
Insurance Policy, the Master Servicer shall deliver to the
Custodian a certificate of a Servicing Officer requesting that
possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying
as
to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the
Mortgage Loan under any of the Required Insurance Policies. In
connection with such certificate, the Master Servicer shall
deliver to the Custodian a trust receipt signed by a Servicing
Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File or such
document to the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or
purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Custodian shall deliver the Trust Receipt with
respect thereto to the Master Servicer upon deposit of the
related
Liquidation Proceeds in the Custodial Account as provided in the
Pooling Agreement.
Section 2.6. Assumption Agreements. In the event
that any assumption agreement or substitution of liability
agreement is entered into with respect to any Mortgage Loan
subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution
agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which
shall
be added to the related Mortgage File and, for all purposes,
shall
be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the
Trustee. With respect to each Mortgage Note, Mortgage and other
documents constituting each Mortgage File which are delivered to
the Custodian, the Custodian is exclusively the bailee and agent
of the Trustee and has no instructions to hold any Mortgage Note
or Mortgage for the benefit of any person other than the Trustee,
holds such documents for the benefit of Certificateholders and
the
Owner of the Excess Spread and undertakes to perform such duties
and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section
2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be
delivered
by the Custodian to the Company or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby
agrees to indemnify and hold the Custodian harmless from and
against all claims, liabilities, losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees or
charges of any character or nature, which the Custodian may incur
or with which the Custodian may be threatened by reason of its
acting as custodian under this Agreement, including
indemnification of the Custodian against any and all expenses,
including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the
event any such claim, liability, loss, action, suit or proceeding
or other expense, fee or charge shall have been caused by reason
of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall
constitute
a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The
Custodian in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would
have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees
and Expenses. The Master Servicer covenants and agrees to pay to
the Custodian from time to time, and the Custodian shall be
entitled to, reasonable compensation for all services rendered by
it in the exercise and performance of any of the powers and
duties
hereunder of the Custodian, and the Master Servicer will pay or
reimburse the Custodian upon its request for all reasonable
expenses, disbursements and advances incurred or made by the
Custodian in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly
in its employ), except any such expense, disbursement or advance
as may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and
duties hereby imposed upon it as such obligations and duties
relate to its acting as Custodian of the Mortgage Loans. Upon
receiving such notice of resignation, the Trustee shall either
take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer and the Custodian, or
promptly appoint a successor Custodian by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
resigning Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the Mortgage Files
and
no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Custodian may petition any
court of competent jurisdiction for the appointment of a
successor
Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian
hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or
state authority and shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated
with the Master Servicer or the Company.
Any resignation or removal of the Custodian and
appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee
shall give prompt notice to the Company and the Master Servicer
of
the appointment of any successor Custodian. No successor
Custodian shall be appointed by the Trustee without the prior
approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian.
Any Person into which the Custodian may be merged or converted or
with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian
shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder,
without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution
subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least
$10,000,000 and is qualified to do business in the jurisdictions
in which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests,
consents and demands and other communications required under this
Agreement or pursuant to any other instrument or document
delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram
or
telex, or by registered or certified mail, postage prepaid,
return
receipt requested, at the addresses specified on the signature
page hereof (unless changed by the particular party whose address
is stated herein by similar notice in writing), in which case the
notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or
amendment of or supplement to this Agreement shall be valid or
effective unless the same is in writing and signed by all parties
hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment hereof except as permitted
by the Pooling Agreement. The Trustee shall give prompt notice
to
the Custodian of any amendment or supplement to the Pooling
Agreement and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of New York
and
shall be construed and enforced in accordance with and governed
by
the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates and Excess Spread 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 and the Owner of the Excess Spread.
For the purpose of facilitating the recordation of
this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
Section 4.5. Severability of Provisions. If any one
or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity
or
enforceability of the other provisions of this Agreement or of
the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of
the date first above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation
Series 1996-S5
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC., as
Company
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as
Custodian
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the __th day of February, 1996, before me, a notary
public in and for said State, personally appeared
_______________________, known to me to be a ______________ of
The
First National Bank of Chicago, the national banking association
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation and
acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the __th day of February, 1996, before me, a notary
public in and for said State, personally appeared Kathleen
Marshall, known to me to be a Trust Officer of Norwest Bank
Minnesota, National Association, a national banking association
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said national banking
association, and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the __th day of February, 1996, before me, a notary
public in and for said State, personally appeared
________________, known to me to be a Vice President of
Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known
to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the __th day of February, 1996, before me, a notary
public in and for said State, personally appeared
________________, known to me to be a Director of Residential
Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to
me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
February 29, 1996
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
Re: Custodial Agreement dated as of February 1,
1996, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1996-S5
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling
Agreement, the undersigned, as Custodian, hereby certifies that
it
has received a Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
Re: Custodial Agreement dated as of February 1,
1996, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1996-S5
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File to the extent
required pursuant to Section 2.01(b) of the Pooling Agreement
with
respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents
have been executed and received and that such documents related
to
the Mortgage Loans identified on the Mortgage Loan Schedule, with
any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
Re: Custodial Agreement dated as of February 1,
1996, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1996-S5
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule
containing
(I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of endorsements from the originator thereof to the
Person endorsing it to the Trustee or an original lost note
affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the
public recording office in which such mortgage has been
recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a
copy of such assignment certified by the public recording
office in which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or
assignments of the Mortgage showing an unbroken chain of
title from the originator thereof to the Person assigning it
to the Trustee or a copy of such assignment or assignments
of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Mortgage Loan or a copy of each modification,
assumption agreement or preferred loan agreement certified
by the public recording office in which such document has
been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain
of endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a copy of
the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to
such Cooperative Loan, together with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with
evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 02/16/96 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 06.56.34 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S5
CUTOFF : 02/01/96
POOL : 0004197
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL
LOAN FEATURE
MORTGAGOR NAME ORIG TERM PRINCIPAL BAL
# OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I
LTV
ADDRESS LINE 2 CURR NET CURRENT P+I
VALUE
CITY STATE ZIP LOAN PURP NOTE DATE
MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE
MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
_________________________________________________________________
_____________
1415492 491/491 F 296,000.00
ZZ
LO PETER 180 287,461.70
1
1001 PINE STREET UNIT 1102 & 8.375 2,893.19
80
1103 8.125 2,893.19
370,000.00
SAN FRANCISCO CA 94109 1 03/28/95
00
5416230 06 05/01/95
0
5416230 O 04/01/10
0
1421687 491/491 F 324,000.00
ZZ
VICK JAN M 180 316,082.88
1
212 AND 238 PECKHAM ROAD 7.625 3,026.59
80
7.375 3,026.59
405,000.00
WATSONVILLE CA 95076 1 05/16/95
00
1752766 05 07/01/95
0
1752766 O 06/01/10
0
1444019 734/734 F 412,000.00
T
VOLPI DAVID O 180 409,530.78
1
4 FULLING MILL WAY 7.625 3,848.62
80
7.375 3,848.62
515,000.00
NANTUCKET MA 02554 1 11/17/95
00
010009875 05 01/01/96
0
010009875 O 12/01/10
0
1444260 635/635 F 220,000.00
ZZ
POXSON RANDY T 180 217,994.23
1
26-28 LANPHIERS COVE 7.500 2,039.43
73
7.250 2,039.43
305,000.00
BRANFORD CT 06405 1 10/30/95
00
624636700 05 12/01/95
0
1
624636700 O 11/01/10
0
1448930 447/447 F 254,700.00
ZZ
BENEDETTO ROBERT D 180 235,895.36
1
1724 HARPER DRIVE 7.000 2,289.32
90
6.750 2,289.32
283,000.00
VENTURA CA 93004 2 03/07/94
01
3253324 05 05/01/94
20
3253324 O 04/01/09
0
1451573 559/728 F 247,000.00
ZZ
BASSETT CHRIS 180 247,000.00
1
15585 VERDE DRIVE 7.375 2,272.22
61
7.125 2,272.22
406,000.00
SALINAS CA 93907 2 01/03/96
00
0380321357 05 03/01/96
0
0407908 O 02/01/11
0
1456697 387/387 F 240,000.00
ZZ
RAMIREZ JESUS 180 238,592.84
1
295 ALAMEDA DE LAS PULGAS 7.875 2,276.28
58
7.625 2,276.28
420,000.00
REDWOOD CITY CA 94062 2 11/20/95
00
560912 05 01/01/96
0
560912 O 12/01/10
0
1456763 450/728 F 110,250.00
ZZ
NORVELL RONNIE L 180 109,298.29
1
2707 SHERRILL PARK COURT 8.125 1,061.58
70
7.875 1,061.58
157,500.00
RICHARDSON TX 75082 1 10/27/95
00
0380308180 05 12/01/95
0
3876539 O 11/01/10
0
1457681 764/728 F 266,000.00
ZZ
CHOU JUEI J 180 266,000.00
1
237 WEST CAMINO REAL AVENUE 7.875 2,522.88
67
7.625 2,522.88
400,000.00
ARCADIA CA 91007 2 01/04/96
00
0380322991 05 03/01/96
0
889902 O 02/01/11
0
1
1458460 976/728 F 256,500.00
ZZ
NORDSTROM TERRANCE M 180 255,045.05
1
4015 HERON PLACE 8.250 2,488.42
80
8.000 2,488.42
321,000.00
FREMONT CA 94555 2 11/30/95
00
0380313545 05 01/01/96
0
637138708 O 12/01/10
0
1458676 299/299 F 1,000,000.00
ZZ
MOORE GEORGE G 180 997,045.57
1
9411 CORNWELL FARM DRIVE 7.750 9,412.76
59
7.500 9,412.76
1,695,000.00
GREAT FALLS VA 22066 4 12/06/95
00
267396 05 02/01/96
0
267396 O 01/01/11
0
1458860 640/640 F 234,000.00
ZZ
REITER II RONALD R 180 231,845.14
1
419 PHILLIPS LANE 8.125 2,253.14
90
7.875 2,253.14
260,000.00
HUNTINGDON TN 38344 4 10/18/95
01
5620828 05 12/01/95
12
5620828 O 11/01/10
0
1459290 B38/728 F 273,500.00
ZZ
CARILLO LINCOLN E 180 272,683.01
1
19325 TRENTHAM AVEENUE 7.625 2,554.85
69
7.375 2,554.85
400,000.00
CERRITOS CA 90703 2 12/28/95
00
0380320466 05 02/01/96
0
W01966 O 01/01/11
0
1459430 E37/728 F 285,000.00
ZZ
RE CHRISTOPHM 180 277,457.42
1
147 BILTMORE BOULEVARD 7.750 2,682.64
65
7.500 2,682.64
440,000.00
MASSAPEQUA NY 11758 2 10/16/95
00
450252655 05 12/01/95
0
450252655 O 11/01/10
0
1459961 B26/728 F 100,000.00
ZZ
MANIKIS ANTONIOS 180 100,000.00
1
29-11 169TH STREET 7.250 912.86
40
7.000 912.86
250,000.00
1
FLUSHING NY 11358 1 01/16/96
00
0380334244 05 03/01/96
0
1311011231N O 02/01/11
0
1459975 B26/728 F 300,000.00
ZZ
KREITZER DAVID 180 299,103.86
1
1345 HARBOR ROAD 7.625 2,802.39
34
7.375 2,802.39
900,000.00
HEWLETT HARBOR NY 11557 1 12/15/95
00
0380335910 05 02/01/96
0
131101114912 O 01/01/11
0
1461090 232/232 F 193,950.00
ZZ
BLALOCK SR HOMER W 180 193,389.51
1
2522 DEER MOUNTAIN COURT 8.000 1,853.49
70
7.750 1,853.49
277,100.00
KINGS WOOD TX 77345 1 12/13/95
00
10832806 03 02/01/96
0
10832806 O 01/01/11
0
1461365 356/728 F 314,000.00
ZZ
BROZOSKY STEVEN J 180 313,072.31
1
6516 CALLE DE LA MANCHA 7.750 2,955.61
70
7.500 2,955.61
450,000.00
PLEASANTON CA 94566 2 12/20/95
00
0380312208 05 02/01/96
0
2332609 O 01/01/11
0
1461589 356/728 F 308,000.00
ZZ
FERNANDEZ BRIAN J 180 307,090.04
1
3199 FALLS CREEK DRIVE 7.750 2,899.13
79
7.500 2,899.13
390,000.00
SAN JOSE CA 95135 2 12/22/95
00
0380326315 05 02/01/96
0
2332666 O 01/01/11
0
1462036 429/429 F 50,000.00
ZZ
PRINZIVALLI ANTONIO 180 21,131.17
1
1470 FELA AVENUE 7.250 456.44
22
7.000 456.44
235,000.00
NORTH BRUNSWICK NJ 08902 5 11/24/93
00
20301172 05 01/01/94
0
20301172 O 12/01/08
0
1
1462039 429/429 F 635,000.00
ZZ
PISKIN RAYMOND 180 618,217.48
1
3457 EAST BAY COURT 7.500 5,886.53
79
7.250 5,886.53
808,000.00
MERRICK NY 11566 2 07/24/95
00
21090311 05 09/01/95
0
21090311 O 08/01/10
0
1462041 429/429 F 345,000.00
ZZ
KAUFMAN KENNETH S 180 339,434.91
1
9400 REACH ROAD 6.875 3,076.90
78
6.625 3,076.90
445,000.00
POTOMAC MD 20854 2 08/07/95
00
10059269 05 10/01/95
0
10059269 O 09/01/10
0
1462055 429/429 F 85,000.00
ZZ
PINTO KENNETH 180 77,804.58
1
27 EDITH COURT 7.000 764.01
48
6.750 764.01
179,500.00
WAYNE NJ 07470 2 12/02/93
00
20301628 05 02/01/94
0
20301628 O 01/01/09
0
1463022 232/232 F 430,000.00
ZZ
GUTOWICZ JR MATTHEW F 180 420,681.01
1
23 PATRICIAN DRIVE 7.500 3,986.16
64
7.250 3,986.16
672,000.00
NORWALK OH 44857 2 08/16/95
00
5702186 05 10/01/95
0
5702186 O 09/01/10
0
1464414 966/728 F 316,000.00
ZZ
ZIAFAT EBRAHIM 180 313,302.09
1
11330 BOTHWELL 8.250 3,065.65
80
8.000 3,065.65
395,000.00
HOUSTON TX 77024 1 10/27/95
00
0380324005 05 12/01/95
0
UNKNOWN O 11/01/10
0
1464464 B77/728 F 900,000.00
ZZ
MOORE JULIE P 180 900,000.00
1
1
16 REDSTONE LANE 7.750 8,471.48
50
7.500 8,471.48
1,800,000.00
MARBLEHEAD MA 01945 2 01/12/96
00
0380325465 05 03/01/96
0
95300586 O 02/01/11
0
1464526 232/232 F 280,000.00
ZZ
EDWARDS KEVIN D 180 277,471.75
1
27276 BELGRAVE RD 8.250 2,716.40
80
8.000 2,716.40
350,000.00
PEPPER PIKE OH 44124 1 10/30/95
00
5704847 05 12/01/95
0
5704847 O 11/01/10
0
1464573 429/429 F 300,000.00
T
CUNNINGHAM RAYMOND R 180 296,420.19
1
UNIT 1-C INLET POINT 7.750 2,823.83
72
7.500 2,823.83
419,000.00
PAWLEYS ISLAND SC 29585 1 09/27/95
00
21229026 01 11/01/95
0
21229026 O 10/01/10
0
1464648 601/728 F 250,000.00
ZZ
LIZAK LEONARD 180 248,468.61
1
82 MYRTLE POINT CIRCLE SW 7.375 2,299.81
56
7.125 2,299.81
450,000.00
SUPPLY NC 28462 2 11/27/95
00
0380331513 03 01/01/96
0
1047764 O 12/01/10
0
1464740 975/728 F 200,000.00
ZZ
TRAN A N 180 200,000.00
1
25111 VIA PACIFIA 8.000 1,911.30
69
7.750 1,911.30
290,000.00
DANA POINT CA 92629 1 01/03/96
00
0380319229 03 03/01/96
0
952897 O 02/01/11
0
1464804 696/728 F 300,000.00
ZZ
BUXTON CLARENCE M 180 299,142.60
1
17009 LAKEWOOD COURT 8.125 2,888.65
76
7.875 2,888.65
398,000.00
PURCELLVILLE VA 22132 5 12/08/95
00
0380318700 05 02/01/96
0
1
4046679 O 01/01/11
0
1464858 369/728 F 759,500.00
ZZ
LABORDE JR NOLAN J 180 755,046.91
1
5801 CYPRESS POINT DRIVE 7.875 7,203.48
70
7.625 7,203.48
1,085,000.00
FORT WORTH TX 76132 1 11/30/95
00
0380310665 03 01/01/96
0
0049389000 O 12/01/10
0
1465021 405/405 F 269,700.00
ZZ
HUDSON KIRK W 180 268,153.16
1
24821 HENDON STREET 8.125 2,596.90
90
7.695 2,596.90
300,000.00
LAGUNA HILLS CA 92653 2 11/13/95
22
3805959 05 01/01/96
12
3805959 O 12/01/10
0
1465060 356/728 F 320,000.00
ZZ
SWAMINATHAN SUNDARAM 180 320,000.00
1
3374 BLACKHAWK MEADOW DRIVE 7.750 3,012.09
59
7.500 3,012.09
550,000.00
DANVILLE CA 94506 2 12/28/95
00
0380331158 03 03/01/96
0
2334282 O 02/01/11
0
1465116 593/728 F 287,000.00
ZZ
GHAFFARI KOUROSH 180 285,298.67
1
503 SOUTH ROSEHILL ROAD 7.750 2,701.47
72
7.500 2,701.47
400,000.00
CEDAR CITY UT 84720 2 11/30/95
00
0380299165 05 01/01/96
0
6763742 O 12/01/10
0
1465302 B75/728 F 273,000.00
ZZ
DOLLEY THOMAS F 180 271,381.68
1
106 STEAM CIRCLE 7.750 2,569.68
70
7.500 2,569.68
390,000.00
INCLINE VILLAGE NV 89450 5 11/28/95
00
0380323379 05 01/01/96
0
2343622 O 12/01/10
0
1
1465555 232/232 F 234,800.00
ZZ
HENDRIX MARK N 180 234,075.18
1
3764 WEXFORD HOLLOW ROAD EAST 7.250 2,143.40
80
7.000 2,143.40
293,500.00
JACKSONVILLE FL 32224 1 12/13/95
00
2283018 03 02/01/96
0
2283018 O 01/01/11
0
1465679 232/232 F 608,000.00
ZZ
WALDRON WILLIAM G 180 604,435.18
1
327 FORESIDE RD 7.875 5,766.58
72
7.625 5,766.58
850,000.00
FALMOUTH ME 04105 2 11/03/95
00
2171873 05 01/01/96
0
2171873 O 12/01/10
0
1466238 171/728 F 98,000.00
ZZ
SAUL JON 180 98,000.00
1
23739 SANDALWOOD STREET 7.625 915.45
40
7.375 915.45
245,000.00
LOS ANGELES CA 91307 2 01/11/96
00
0380330705 05 03/01/96
0
67052685 O 02/01/11
0
1466271 232/232 F 339,400.00
ZZ
STINGER RANDOLPH C 180 337,453.41
1
3667 CARPENTERS GREEN LANE 8.125 3,268.03
73
7.875 3,268.03
465,000.00
CINCINNATI OH 45241 2 11/08/95
00
1649264 05 01/01/96
0
1649264 O 12/01/10
0
1466282 232/232 F 137,500.00
ZZ
RENTSCHLER THOMAS 180 137,500.00
1
415 JOHN VIEW COURT 7.625 1,284.43
69
7.375 1,284.43
200,000.00
ALPHARETTA GA 30202 2 01/22/96
00
12913083 03 03/01/96
0
12913083 O 02/01/11
0
1466587 963/728 F 278,000.00
ZZ
WEISE DONNA L 180 278,000.00
1
850 SAN PEDRO AVENUE 7.750 2,616.75
38
7.500 2,616.75
733,000.00
1
CORAL GABLES FL 33156 2 01/08/96
00
0380325135 05 03/01/96
0
960006 O 02/01/11
0
1466594 461/728 F 250,000.00
ZZ
TATE DENNIS L 180 249,244.96
1
610 CALLE DE LA MESA 7.500 2,317.54
67
7.250 2,317.54
375,000.00
NOVATO CA 94949 5 11/30/95
00
0380312950 05 02/01/96
0
20977104 O 01/01/11
0
1466893 694/728 F 262,500.00
ZZ
LUTZKER DAVID R 180 261,689.67
1
856 GAINSWAY ROAD 7.250 2,396.27
75
7.000 2,396.27
350,000.00
YARDLEY PA 19067 2 12/20/95
00
0380315854 05 02/01/96
0
0442905977 O 01/01/11
0
1467130 626/728 F 544,000.00
ZZ
KILMER SUZANNE L 180 544,000.00
1
1408 38TH STREET 7.750 5,120.55
80
7.500 5,120.55
680,000.00
SACRAMENTO CA 95816 2 01/04/96
00
0380322629 05 03/01/96
0
6524599 O 02/01/11
0
1467581 550/550 F 952,000.00
ZZ
MOMSEN ROBERT R 180 952,000.00
1
15 FERN HILL AVENUE 7.750 8,960.95
56
7.500 8,960.95
1,700,000.00
ROSS CA 94957 2 12/21/95
00
120190512 05 03/01/96
0
120190512 O 02/01/11
0
1467801 737/728 F 342,000.00
ZZ
SIMMERMON ROBERT D 180 341,033.36
1
52 MONTCLAIR DRIVE 8.250 3,317.89
75
8.000 3,317.89
460,000.00
ATLANTA GA 30309 2 12/11/95
00
0380314741 05 02/01/96
0
554095 O 01/01/11
0
1
1467841 550/550 F 642,500.00
T
CALDWELL OLIVER 180 642,500.00
1
3480 ST HELENA HWY NORTH 7.375 5,910.51
62
7.125 5,910.51
1,042,500.00
ST HELENA CA 94574 1 12/26/95
00
120187476 05 03/01/96
0
120187476 O 02/01/11
0
1467855 686/686 F 204,000.00
ZZ
STAEBLER ROGER A 180 203,383.89
2
1335 SOUTH 2ND AVENUE 7.500 1,891.11
50
7.250 1,891.11
415,000.00
ARCADIA CA 91006 5 12/07/95
00
30817298334 05 02/01/96
0
30817298334 O 01/01/11
0
1467856 686/686 F 162,000.00
ZZ
GIRMA ASKE 180 161,510.73
1
3512 SAGE BRUSH TRAIL 7.500 1,501.77
75
7.250 1,501.77
216,000.00
PLANO TX 75023 1 12/14/95
00
30817314362 05 02/01/96
0
30817314362 O 01/01/11
0
1467876 686/686 F 119,000.00
ZZ
BARNES ROBERT L 180 118,309.89
1
1915 SANDPIPER DRIVE 8.125 1,145.84
70
7.875 1,145.84
170,000.00
CLEARWATER FL 34624 5 12/12/95
00
30817271950 05 02/01/96
0
30817271950 O 01/01/11
0
1467878 686/686 F 280,000.00
ZZ
KAMBUROV SVETOZAR 180 279,172.75
1
617 VALLOMBROSA DRIVE 7.750 2,635.58
63
7.500 2,635.58
450,000.00
PASADENA CA 91107 1 12/11/95
00
30817298664 05 02/01/96
0
30817298664 O 01/01/11
0
1467879 686/686 F 250,000.00
ZZ
MARASIGAN JOSE B 180 249,264.64
1
1
1367 CORONA VISTA 7.800 2,360.36
50
7.550 2,360.36
505,000.00
BONITA CA 91902 5 12/12/95
00
30817365406 05 02/01/96
0
30817365406 O 01/01/11
0
1467886 686/686 F 66,700.00
ZZ
ACEVEDO ORLANDO 180 66,498.56
1
4700 NW 102 AVE #203 7.500 618.32
75
7.250 618.32
89,000.00
MIAMI FL 33178 1 12/18/95
00
30817272404 01 02/01/96
0
30817272404 O 01/01/11
0
1467887 686/686 F 52,000.00
ZZ
ESWINE DONALD B 180 51,842.95
1
1018 PINE BLUFF CIRCLE 7.500 482.05
75
7.250 482.05
70,000.00
KINGSTON SPRING TN 37082 5 12/14/95
00
30817314024 05 02/01/96
0
30817314024 O 01/01/11
0
1467896 686/686 F 66,000.00
ZZ
BAKER KEITH 180 65,612.50
1
2750 ROYAL BLUFF 7.500 611.83
43
7.250 611.83
156,000.00
DECATUR GA 30030 2 12/15/95
00
30817272602 05 02/01/96
0
30817272602 O 01/01/11
0
1467897 686/686 F 258,400.00
ZZ
OSORIO RAFAEL V 180 257,619.59
1
1764 NORTH WINONA DRIVE 7.500 2,395.41
80
7.250 2,395.41
323,000.00
WALNUT CA 91789 5 12/12/95
00
30817287501 05 02/01/96
0
30817287501 O 01/01/11
0
1467902 686/686 F 285,000.00
ZZ
AIELLO KENNETH 180 284,154.27
1
1359 SANTA TERESITA DRIVE 7.700 2,674.48
58
7.450 2,674.48
495,000.00
SANTA BARBARA CA 93105 5 12/14/95
00
30817282585 05 02/01/96
0
1
30817282585 O 01/01/11
0
1467903 686/686 F 264,000.00
ZZ
SHIN NAM C 180 263,193.90
1
7322 RIO HONDO PLACE 7.375 2,428.60
80
7.125 2,428.60
330,000.00
DOWNEY CA 90241 1 12/08/95
00
30817298508 05 02/01/96
0
30817298508 O 01/01/11
0
1467909 686/686 F 129,500.00
ZZ
HO HUNG-LUNGC 180 129,097.61
1
48 ERIE AVENUE 7.175 1,176.69
71
6.925 1,176.69
184,900.00
ROCKAWAY TWP NJ 07866 1 12/20/95
00
30817367170 05 02/01/96
0
30817367170 O 01/01/11
0
1467914 686/686 F 50,400.00
ZZ
FRANXMAN MARK A 180 50,247.78
1
2131 EAST 34TH STREET 7.500 467.22
68
7.250 467.22
75,000.00
MINNEAPOLIS MN 55407 5 12/20/95
00
30816390785 05 02/01/96
0
30816390785 O 01/01/11
0
1467919 686/686 F 87,000.00
ZZ
NG PING H 180 86,738.40
1
15008 N W 87TH PLACE 7.550 808.98
67
7.300 808.98
130,000.00
MIAMI FL 33016 2 12/21/95
00
30817275290 05 02/01/96
0
30817275290 O 01/01/11
0
1467920 686/686 F 140,000.00
ZZ
STEPHENS MONA I 180 139,586.38
1
480 FAIRWAY WALK DRIVE 7.750 1,317.79
70
7.500 1,317.79
200,000.00
LAWRENCEVILLE GA 30243 2 12/21/95
00
30817373079 03 02/01/96
0
30817373079 O 01/01/11
0
1
1467921 686/686 F 283,500.00
ZZ
KIRKPATRICK DONALD M 180 282,643.79
1
26 VIEW RIDGE CIRCLE 7.500 2,628.09
90
7.250 2,628.09
315,000.00
LONGVIEW WA 98632 1 12/21/95
10
30817398126 05 02/01/96
12
30817398126 O 01/01/11
0
1467947 686/686 F 98,700.00
ZZ
HIBBS CHRISTINAK 180 98,399.95
1
43 STONE STREET 7.425 910.76
64
7.175 910.76
155,000.00
BEVERLY MA 01915 2 12/22/95
00
30817146400 05 02/01/96
0
30817146400 O 01/01/11
0
1467948 686/686 F 120,700.00
ZZ
HEITMAN ROBERT 180 120,335.47
1
16718 NW 12 TH STREET 7.500 1,118.91
75
7.250 1,118.91
160,990.00
PEMBROKE PINES FL 33028 1 12/26/95
00
30817271471 03 02/01/96
0
30817271471 O 01/01/11
0
1467949 686/686 F 82,000.00
ZZ
MILLER GARY A 180 81,181.13
1
3009 LA MIRAGE DRIVE 7.875 777.73
72
7.625 777.73
114,012.00
LAUDERHILL FL 33319 1 12/28/95
00
30817272719 03 02/01/96
0
30817272719 O 01/01/11
0
1467950 686/686 F 84,600.00
ZZ
HU MING-CHUA 180 84,352.80
1
2777 BOB BETTIS RD 7.875 802.39
68
7.625 802.39
125,000.00
MARIETTA GA 30066 5 12/22/95
00
30817272834 05 02/01/96
0
30817272834 O 01/01/11
0
1467951 686/686 F 38,000.00
ZZ
SIMONS JOSEPH 180 37,885.23
1
10832 W CLAIRMONT CIRCLE, #205 7.500 352.27
50
7.250 352.27
76,500.00
1
TAMARAC FL 33321 1 12/29/95
00
30817291065 01 02/01/96
0
30817291065 O 01/01/11
0
1467952 686/686 F 200,000.00
ZZ
KIM JUNG K 180 199,369.01
1
10378 WETHERBURN ROAD 7.000 1,797.66
67
6.750 1,797.66
301,430.00
WOODSTOCK MD 21163 1 12/29/95
00
30817300361 03 02/01/96
0
30817300361 O 01/01/11
0
1467953 686/686 F 41,000.00
ZZ
MACCIO LISA 180 40,778.33
1
270 CONCORD STREET 7.700 384.75
41
7.450 384.75
100,000.00
NEW HAVEN CT 06512 5 12/22/95
00
30817326473 05 02/01/96
0
30817326473 O 01/01/11
0
1467954 686/686 F 25,000.00
ZZ
WILLIS RODNEY N 180 24,924.49
1
8303 SE PRINCESS TREE RD 7.500 231.76
27
7.250 231.76
95,650.00
HOBE SOUND FL 33455 1 12/29/95
00
30817373772 05 02/01/96
0
30817373772 O 01/01/11
0
1468015 A53/728 F 250,000.00
ZZ
KRITZ GREGORY 180 249,253.22
1
2081 JORDAN TERRACE 7.625 2,335.32
64
7.375 2,335.32
394,900.00
BUFFALO GROVE IL 60089 1 12/06/95
00
0380323569 05 02/01/96
0
0290016196 O 01/01/11
0
1468023 638/728 F 243,000.00
ZZ
MA JOHNNY 180 242,289.96
1
4825 SOUTH FORTUNA WAY 7.875 2,304.73
67
7.625 2,304.73
363,000.00
SALTLAKE CITY UT 84108 1 12/13/95
00
0380317173 05 02/01/96
0
8524377 O 01/01/11
0
1
1468164 439/728 F 359,000.00
ZZ
SOLOMON ROBERT D 180 357,953.32
1
20 RYDER AVE 7.900 3,410.10
80
7.650 3,410.10
449,000.00
DIX HILLS NY 11746 1 12/21/95
00
0380312752 05 02/01/96
0
1806517 O 01/01/11
0
1468165 439/728 F 256,500.00
ZZ
BREWER ROGER L 180 255,728.72
1
2805 EAST WASATCH CT 7.550 2,385.09
90
7.300 2,385.09
285,000.00
WESTLAKE VLG CA 91362 2 11/28/95
10
0380313388 05 02/01/96
25
1822766 O 01/01/11
0
1468166 439/728 F 228,000.00
ZZ
PIERCE KARL R 180 227,320.43
1
18 WOODED WAY 7.650 2,133.07
79
7.400 2,133.07
290,000.00
ROUND ROCK TX 78664 2 12/18/95
00
0380312760 03 02/01/96
0
1827823 O 01/01/11
0
1468167 439/728 F 300,000.00
ZZ
HIRSON DAVID 180 298,205.94
1
27 SPRINGWOOD 7.650 2,806.68
80
7.400 2,806.68
375,000.00
IRVINE CA 92714 1 11/28/95
00
0380312778 01 01/01/96
0
1828172 O 12/01/10
0
1468218 694/728 F 442,000.00
ZZ
PRISCO ANTHONY 180 440,590.29
1
3 FIELDGATE COURT 6.875 3,942.00
80
6.625 3,942.00
552,840.00
HOLMDEL NJ 07733 2 12/21/95
00
0380325028 05 02/01/96
0
0400103114 O 01/01/11
0
1468220 689/728 F 335,000.00
ZZ
MEANEY EDWARD R 180 333,977.11
1
1
8804 WESTOVER ROAD 7.375 3,081.74
45
7.125 3,081.74
750,000.00
OMAHA NE 68114 2 12/22/95
00
0380322744 05 02/01/96
0
59029 O 01/01/11
0
1468241 450/728 F 228,000.00
ZZ
MOLINA DAVID 180 227,362.72
1
5349 SHIRLEY J LANE 8.375 2,228.53
76
8.125 2,228.53
300,000.00
WRIGHTWOOD CA 92397 2 12/08/95
00
0380322553 05 02/01/96
0
3958139 O 01/01/11
0
1468314 232/232 F 224,000.00
ZZ
GLOWACKI DAVID P 180 223,352.66
1
11126 BIRCH POINTE 8.000 2,140.67
80
7.750 2,140.67
280,000.00
WHITEHOUSE OH 43571 1 12/15/95
00
152452 05 02/01/96
0
152452 O 01/01/11
0
1468410 526/728 F 312,000.00
ZZ
WEISFELD SHELDON 180 310,088.81
1
2029 SOUTH BOULEVARD 7.375 2,870.17
79
7.125 2,870.17
395,000.00
HOUSTON TX 77098 2 11/16/95
00
0380310764 05 01/01/96
0
0081382 O 12/01/10
0
1468487 439/728 F 232,200.00
ZZ
COHEN RONALD C 180 231,476.91
1
2275 OXFORD AVE 7.150 2,106.61
90
6.900 2,106.61
258,000.00
CLAREMONT CA 91711 2 12/19/95
10
0380318411 05 02/01/96
25
1829727 O 01/01/11
0
1468488 439/728 F 319,600.00
ZZ
RISLEY KEVIN 180 318,600.41
1
342 TYNEBRIDGE LANE 7.100 2,890.56
80
6.850 2,890.56
399,500.00
HOUSTON TX 77024 2 12/18/95
00
0380318429 03 02/01/96
0
1
1831157 O 01/01/11
0
1468489 439/728 F 399,000.00
ZZ
MCCONNIN JOHN E 180 397,794.97
1
2940 AVOCADO PT 7.500 3,698.78
61
7.250 3,698.78
660,000.00
SAN DIEGO CA 92014 2 12/21/95
00
0380318437 05 02/01/96
0
1831988 O 01/01/11
0
1468522 526/728 F 410,000.00
ZZ
MCGUINNESS BRIAN T 180 407,433.34
1
7 OTIS LANE 7.125 3,713.91
75
6.875 3,713.91
550,000.00
BELLPORT NY 11713 5 11/15/95
00
0380311440 05 01/01/96
0
00073227 O 12/01/10
0
1468527 526/728 F 256,500.00
ZZ
GUINTO MERT V 180 254,310.06
1
2905 WHITETAIL DRIVE 8.250 2,488.42
90
8.000 2,488.42
285,000.00
CHARLESTON IL 61920 4 10/17/95
04
0380313602 05 12/01/95
25
00074974 O 11/01/10
0
1468558 163/728 F 265,000.00
ZZ
BAO MOON-SUN 180 264,242.63
1
2231 NELSON AVE 8.125 2,551.64
74
7.875 2,551.64
361,500.00
TUSTIN CA 92680 2 12/13/95
00
0380315599 03 02/01/96
0
215045125 O 01/01/11
0
1468572 696/728 F 395,000.00
ZZ
PERL JR JOHN G 180 393,820.09
1
1603 AERIE LANE 7.625 3,689.81
79
7.375 3,689.81
505,000.00
MCLEAN VA 22101 2 12/27/95
00
0380321969 03 02/01/96
0
2326808 O 01/01/11
0
1
1468586 E22/728 F 144,000.00
ZZ
STONE MIKE K 180 143,569.85
1
6230 LANDIS AVENUE 7.625 1,345.15
80
7.375 1,345.15
180,000.00
CARMICHAEL CA 95608 5 12/21/95
00
0410047021 05 02/01/96
0
0410047021 O 01/01/11
0
1468679 729/729 F 356,450.00
ZZ
KING LONNIE E 180 354,266.53
1
615 BELMONT CREST DRIVE 7.375 3,279.07
80
7.125 3,279.07
445,566.00
MARIETTA GA 30067 1 11/27/95
00
1173209 03 01/01/96
0
1173209 O 12/01/10
0
1468684 227/728 F 327,500.00
ZZ
MALECHA MYRON 180 326,532.42
1
30285 DRAKE STREET N.W. 7.750 3,082.68
79
7.500 3,082.68
415,000.00
ISANTI MN 55040 2 12/22/95
00
0380318544 05 02/01/96
0
1621953 O 01/01/11
0
1468686 387/387 F 250,000.00
ZZ
LEE STANLEY K 180 248,451.85
1
359 CERRO COURT 7.250 2,282.16
70
7.000 2,282.16
361,950.00
DALY CITY CA 94015 1 11/21/95
00
544676 03 01/01/96
0
544676 O 12/01/10
0
1468689 601/728 F 484,000.00
ZZ
KELSALL PETER J 180 482,489.52
1
5535 KEMPER COURT 7.125 4,384.23
80
6.875 4,384.23
605,000.00
DALLAS TX 75220 1 12/29/95
00
0380325580 05 02/01/96
0
880199 O 01/01/11
0
1468696 638/728 F 240,000.00
T
KERCKHOVE GEORGE 180 239,275.17
1
GOLD DUST CROSSING A3 7.500 2,224.83
57
7.250 2,224.83
421,700.00
1
TELLURIDE CO 81435 1 01/05/96
00
0380317371 08 02/01/96
0
413 O 01/01/11
0
1468718 B60/728 F 248,300.00
ZZ
THOMAS JOHN 180 248,300.00
1
1937 PINE STREET 8.000 2,372.88
63
7.750 2,372.88
396,000.00
HUNTINGTON BEAC CA 92648 2 01/08/96
00
0380311036 05 03/01/96
0
6328 O 02/01/11
0
1468728 387/387 F 232,000.00
ZZ
EJANDA REYNALDO 180 229,884.82
1
301 DENNIS DRIVE 7.500 2,150.67
79
7.250 2,150.67
295,000.00
DALY CITY CA 94015 2 10/24/95
00
556159 05 12/01/95
0
556159 O 11/01/10
0
1468731 387/387 F 540,000.00
ZZ
SHRAGGE HARMON M 180 538,404.61
1
130 SEACLIFF AVENUE 7.750 5,082.89
30
7.500 5,082.89
1,800,000.00
SAN FRANCISCO CA 94121 2 11/24/95
00
559658 03 02/01/96
0
559658 O 01/01/11
0
1468735 232/232 F 450,000.00
ZZ
MARTIN PETER W 180 448,655.80
1
3118 DICK WILSON DRIVE 7.625 4,203.58
65
7.375 4,203.58
700,000.00
SARASOTA FL 34240 2 12/21/95
00
575606 05 02/01/96
0
575606 O 01/01/11
0
1468986 232/232 F 310,000.00
ZZ
RUDMAN KENNETH F 180 307,983.70
1
1140 SAN PEDRO AVENUE 7.750 2,917.95
54
7.500 2,917.95
575,000.00
CORAL GABLES FL 33156 1 12/11/95
00
286669 05 02/01/96
0
286669 O 01/01/11
0
1
1469013 439/728 F 337,500.00
ZZ
HENRY DANA J 180 337,500.00
1
3821 LA MANCHA LANE 6.950 3,024.12
80
6.700 3,024.12
421,880.00
DENTON TX 76201 1 12/29/95
00
0380318502 05 03/01/96
0
1825419 O 02/01/11
0
1469018 638/728 F 230,250.00
ZZ
REINIG KARL D 180 229,546.96
1
637 FAIRFAX STREET 7.375 2,118.12
75
7.125 2,118.12
307,000.00
DENVER CO 80220 1 12/14/95
00
0380317348 05 02/01/96
0
8529439 O 01/01/11
0
1469063 367/367 F 450,000.00
ZZ
LELE UMA 180 448,640.94
1
511 CAMERON STREET 7.500 4,171.56
65
7.250 4,171.56
700,000.00
ALEXANDRIA VA 22314 2 12/14/95
00
7590701 05 02/01/96
0
7590701 O 01/01/11
0
1469066 992/728 F 432,000.00
ZZ
CURTIS BARRY A 180 432,000.00
1
72 HORIZON COURT 7.875 4,097.31
78
7.625 4,097.31
560,000.00
WASHINGTON NJ 07675 2 12/28/95
00
0380317546 05 03/01/96
0
317671 O 02/01/11
0
1469068 637/728 F 276,300.00
ZZ
ALDER ANTHONY L 180 275,474.66
1
8920 ST. PIERRE DRIVE 7.625 2,581.00
79
7.375 2,581.00
353,000.00
LAS VEGAS NV 89134 2 12/22/95
00
0380317710 03 02/01/96
0
4782983 O 01/01/11
0
1469147 491/491 F 650,000.00
ZZ
PEARCE, JR SHELLEY B 180 635,848.17
1
1
326 IRON HORSE COURT 7.375 5,979.51
67
7.125 5,979.51
975,000.00
WALNUT CREEK CA 94596 1 06/28/95
00
1377469 05 08/01/95
0
1377469 O 07/01/10
0
1469148 491/491 F 331,000.00
ZZ
MCAFEE JAMES 180 328,927.87
1
2157 MARYLWOOD CT 7.125 2,998.31
70
6.875 2,998.31
478,000.00
WEST LINN OR 97068 2 10/31/95
00
60125900 05 01/01/96
0
60125900 O 12/01/10
0
1469149 491/491 F 261,750.00
ZZ
MAZUR DENNIS J 180 259,440.40
1
5303 AMBERWOOD CT 7.875 2,482.57
75
7.625 2,482.57
350,000.00
LAKE OSWEGO OR 97035 5 10/26/95
00
60128399 03 12/01/95
0
60128399 O 11/01/10
0
1469150 491/491 F 336,000.00
ZZ
HOLLIMAN CHARLES E 180 334,008.21
1
4553 NW TAM-0-SHANTER WAY 7.750 3,162.69
80
7.500 3,162.69
420,000.00
PORTLAND OR 97229 1 11/20/95
00
60128453 03 01/01/96
0
60128453 O 12/01/10
0
1469151 491/491 F 250,000.00
ZZ
CIMRAL JOHN J 180 247,515.79
1
961 WILLAMETTE FALLS DR 6.500 2,177.77
75
6.250 2,177.77
335,000.00
WEST LINN OR 97068 1 10/27/95
00
60128658 05 12/01/95
0
60128658 O 11/01/10
0
1469152 491/491 F 249,600.00
ZZ
PRESTON BRUCE W 180 248,054.32
1
2944 SW ARNOLD ST 7.250 2,278.51
80
7.000 2,278.51
312,000.00
PORTLAND OR 97219 1 11/20/95
00
60129531 03 01/01/96
0
1
60129531 O 12/01/10
0
1469153 491/491 F 316,000.00
ZZ
WILLEY BRUCE R 180 313,912.30
1
5507 BAY CREEK DR 6.500 2,752.70
80
6.250 2,752.70
395,000.00
LAKE OSWEGO OR 97035 1 11/24/95
00
60129620 05 01/01/96
0
60129620 O 12/01/10
0
1469154 491/491 F 303,300.00
ZZ
JHINGRAN ANUJA 180 299,641.31
1
3527 BELLEFONTAINE STREET 7.625 2,833.22
90
7.375 2,833.22
337,000.00
HOUSTON TX 77025 1 09/26/95
10
60131829 05 11/01/95
12
60131829 O 10/01/10
0
1469155 491/491 F 292,500.00
ZZ
GORMLEY THOMAS S 180 289,833.22
1
1041 SINGING HILLS DRIVE 7.500 2,711.52
90
7.250 2,711.52
325,000.00
EL PASO TX 79912 1 10/27/95
11
60132698 05 12/01/95
12
60132698 O 11/01/10
0
1469156 491/491 F 344,400.00
ZZ
LIEMAN STEPHEN 180 343,371.23
1
5120 OAK SHADOW COURT 7.625 3,217.15
63
7.375 3,217.15
554,000.00
DALLAS TX 75287 2 12/01/95
00
60133244 03 02/01/96
0
60133244 O 01/01/11
0
1469157 491/491 F 339,350.00
ZZ
KING GLEN K 180 336,322.78
1
5105 MAX ROAD 7.750 3,194.22
80
7.500 3,194.22
425,000.00
ROSHARON TX 77583 2 10/25/95
00
60134500 05 12/01/95
0
60134500 O 11/01/10
0
1
1469158 491/491 F 484,000.00
ZZ
COTTER WILLIAM R 180 482,538.25
1
4578 W CRAMER ST 7.500 4,486.75
80
7.250 4,486.75
605,000.00
SEATTLE WA 98199 1 12/01/95
00
60160896 05 02/01/96
0
60160896 O 01/01/11
0
1469159 491/491 F 301,500.00
ZZ
MERCER COLETTE M 180 299,653.14
1
22325 NE 140TH WAY 7.375 2,773.57
90
7.125 2,773.57
335,000.00
WOODINVILLE WA 98072 1 11/06/95
10
60161582 03 01/01/96
12
60161582 O 12/01/10
0
1469160 491/491 F 232,000.00
ZZ
ELLSWORTH LEWIS L 180 230,398.51
1
1405 S SUNSET DR 7.250 2,117.85
80
7.000 2,117.85
290,000.00
TACOMA WA 98465 1 11/02/95
00
60161728 05 01/01/96
0
60161728 O 12/01/10
0
1469161 491/491 F 263,700.00
ZZ
OLMSTED TERRY 180 259,877.35
1
22630 WOODWAY PARK RD 7.750 2,482.15
38
7.500 2,482.15
695,000.00
EDMONDS WA 98020 2 09/20/95
00
60163127 05 11/01/95
0
60163127 O 10/01/10
0
1469162 491/491 F 296,000.00
ZZ
MARTEN JUDD R 180 293,242.16
1
2109 52ND AVE SW 7.250 2,702.08
80
7.000 2,702.08
370,000.00
SEATTLE WA 98116 1 10/19/95
00
60163500 05 12/01/95
0
60163500 O 11/01/10
0
1469163 491/491 F 244,550.00
ZZ
YUNG WAI-KAN A 180 242,532.58
1
4141 BYRON STREET 7.250 2,232.41
54
7.000 2,232.41
455,000.00
1
HOUSTON TX 77005 2 11/20/95
00
60166240 05 01/01/96
0
60166240 O 12/01/10
0
1469164 491/491 F 236,650.00
ZZ
BINGHAM STEPHEN M 180 235,168.53
1
ROUTE 1, BOX 421 7.125 2,143.65
74
6.875 2,143.65
320,000.00
CHAPPELL HILL TX 77426 2 11/28/95
00
60167254 05 01/01/96
0
60167254 O 12/01/10
0
1469165 491/491 F 322,000.00
ZZ
GRIFFIN JOHN R 180 321,048.67
1
18 TREEVINE COURT 7.750 3,030.91
75
7.500 3,030.91
432,100.00
THE WOODLANDS TX 77381 2 12/01/95
00
60167769 03 02/01/96
0
60167769 O 01/01/11
0
1469166 491/491 F 500,000.00
ZZ
LEFEVRE MYLON 180 497,036.04
1
4400 LAKESIDE COURT 7.750 4,706.38
78
7.500 4,706.38
645,000.00
COLLEYVILLE TX 76034 2 11/03/95
00
60168668 03 01/01/96
0
60168668 O 12/01/10
0
1469167 491/491 F 288,800.00
ZZ
MOELLER MARK S 180 287,011.58
1
4821 LINDEN STREET 7.250 2,636.35
80
7.000 2,636.35
361,000.00
BELLAIRE TX 77401 1 11/09/95
00
60168935 05 01/01/96
0
60168935 O 12/01/10
0
1469168 491/491 F 250,000.00
ZZ
BERGIN ROBERT A 180 247,769.83
1
3608 GARDENIA DRIVE 7.750 2,353.19
64
7.500 2,353.19
395,000.00
DALWORTHINGTON TX 76016 2 10/23/95
00
60169834 05 12/01/95
0
60169834 O 11/01/10
0
1
1469169 491/491 F 250,000.00
ZZ
WIDEMAN OSCAR D 180 247,016.82
1
2024 MANION DR 7.750 2,353.19
47
7.500 2,353.19
535,000.00
WARRENTON OR 97146 5 09/21/95
00
60174781 03 11/01/95
0
60174781 O 10/01/10
0
1469171 491/491 F 302,000.00
ZZ
VENTRELLA ANTHONY A 180 301,087.92
1
2456 196TH AVE SE 7.500 2,799.58
83
7.250 2,799.58
365,000.00
ISSAQUAH WA 98029 2 11/27/95
11
60208724 03 02/01/96
6
60208724 O 01/01/11
0
1469172 491/491 F 333,000.00
ZZ
WEINSTEIN PETER J 180 331,004.24
1
5493 176TH PL SE 7.625 3,110.66
87
7.375 3,110.66
386,000.00
BELLEVUE WA 98006 2 11/21/95
11
60208732 03 01/01/96
12
60208732 O 12/01/10
0
1469173 491/491 F 285,000.00
ZZ
WESTPHAL LARRY A 180 283,273.14
1
14032 205TH AVE NE 7.500 2,641.99
76
7.250 2,641.99
375,000.00
WOODINVILLE WA 98072 2 11/30/95
00
60208813 03 01/01/96
0
60208813 O 12/01/10
0
1469174 491/491 F 282,500.00
ZZ
FRANZKE RICHARD A 180 280,806.90
1
14980 SW 133RD AVE 7.625 2,638.92
59
7.375 2,638.92
485,000.00
TIGARD OR 97224 5 11/24/95
00
60314338 05 01/01/96
0
60314338 O 12/01/10
0
1469226 369/728 F 523,250.00
ZZ
TERAJI CARY S 180 521,669.71
1
1
7522 E VALLEY VIEW ROAD 7.500 4,850.60
35
7.250 4,850.60
1,500,000.00
PARADISE VALLEY AZ 85253 2 12/22/95
00
0380324807 05 02/01/96
0
48826606 O 01/01/11
0
1469231 369/728 F 478,000.00
ZZ
GENTH ANTHONY R 180 476,603.29
1
429 MAJESTIC VIEW DRIVE 7.875 4,533.59
69
7.625 4,533.59
700,000.00
BOULDER CO 80303 4 12/19/95
00
0380325291 05 02/01/96
0
49486491 O 01/01/11
0
1469374 766/728 F 539,000.00
ZZ
ULLOA TERESA B 180 537,442.37
1
3511 ALHAMBRA CIRCLE 8.000 5,150.96
70
7.750 5,150.96
770,000.00
CORAL GABLES FL 33134 2 12/08/95
00
0380323486 05 02/01/96
0
95AC393 O 01/01/11
0
1469405 927/728 F 498,950.00
ZZ
GORDON MARC C 180 497,459.56
1
1870 JASMINE JOY COURT 7.625 4,660.85
71
7.375 4,660.85
705,000.00
LAS VEGAS NV 89117 2 12/19/95
00
0380316472 05 02/01/96
0
207589 O 01/01/11
0
1469510 686/686 F 62,300.00
ZZ
JOERIN ROBERT J 180 62,300.00
1
22815 MILLENBACH 7.000 559.98
70
6.750 559.98
89,000.00
ST CLAIRE SHORE MI 48081 2 12/28/95
00
30817080195 05 03/01/96
0
30817080195 O 02/01/11
0
1469512 686/686 F 91,125.00
ZZ
CHUGHATTA ZAHID 180 91,125.00
1
80 MAYFIELD ROAD 7.450 842.16
75
7.200 842.16
121,500.00
BEDMINSTER NJ 07921 1 01/04/96
00
30817367246 01 03/01/96
0
1
30817367246 O 02/01/11
0
1469536 450/728 F 395,850.00
ZZ
MEREDITH II WILLIAM B 180 393,451.49
1
1920 LYNN COVE LANE 7.500 3,669.58
49
7.250 3,669.58
810,000.00
VIRGINIA BEACH VA 23454 2 11/30/95
00
0380326026 05 01/01/96
0
3988920 O 12/01/10
0
1469609 668/728 F 500,000.00
ZZ
NYSTUL STEPHEN R 180 498,489.94
1
536 A AVENUE 7.500 4,635.06
68
7.250 4,635.06
740,000.00
CORONADO CA 92118 5 12/08/95
00
0380319344 05 02/01/96
0
569509 O 01/01/11
0
1469718 429/429 F 255,000.00
ZZ
WINTER ALFRED P 144 249,445.59
1
1853 CASTLE DRIVE 7.500 2,690.83
68
7.250 2,690.83
375,000.00
PETALUMA CA 94953 2 08/02/95
00
159517 05 10/01/95
0
159517 O 09/01/07
0
1469719 429/429 F 267,000.00
ZZ
BRINK JOHN C 180 264,389.54
1
581 MULBERRY COURT 7.875 2,532.36
76
7.625 2,532.36
352,000.00
BUFFALO GROVE IL 60089 2 10/03/95
00
10045607 05 12/01/95
0
10045607 O 11/01/10
0
1469720 429/429 F 395,000.00
ZZ
SCHERZINGER JAMES K 180 391,437.72
1
3035 NORTH CLIFTON 7.625 3,689.81
78
7.375 3,689.81
510,000.00
CHICAGO IL 60657 2 10/16/95
00
10058238 05 12/01/95
0
10058238 O 11/01/10
0
1
1469721 429/429 F 263,200.00
ZZ
MARSHALL JOHN D 180 259,261.42
1
655 DEER LAKES DR 7.750 2,477.44
80
7.500 2,477.44
330,000.00
GOODFIELD IL 61742 2 08/05/95
00
10059012 05 10/01/95
0
10059012 O 09/01/10
0
1469722 429/429 F 359,500.00
ZZ
HEAGARTY FRED G 180 354,061.94
1
258 PEBBLE CREEK 7.625 3,358.20
76
7.375 3,358.20
475,000.00
BARRINGTON IL 60010 2 08/11/95
00
10059111 05 10/01/95
0
10059111 O 09/01/10
0
1469723 429/429 F 250,220.00
ZZ
SHENK, III MARTIN L 180 248,703.89
1
200 TIM COURT 7.500 2,319.57
52
7.250 2,319.57
490,000.00
DANVILLE CA 94526 5 11/22/95
00
10138527 05 01/01/96
0
10138527 O 12/01/10
0
1469724 429/429 F 343,800.00
ZZ
GORDON BERKMAN O 180 334,775.09
1
1815 DURAND MILL DRIVE 7.625 3,211.54
90
7.375 3,211.54
382,000.00
ATLANTA GA 30307 1 05/17/95
14
21072772 03 07/01/95
12
21072772 O 06/01/10
0
1469725 429/429 F 243,200.00
ZZ
DAVIS, III REESE H 180 237,676.19
1
4180 AMBERFIELD CIRCLE 6.875 2,168.99
80
6.625 2,168.99
304,000.00
NORCROSS GA 30092 2 06/30/95
00
21118955 05 08/01/95
0
21118955 O 07/01/10
0
1469726 429/429 F 278,800.00
ZZ
ROSENBAUM MICHAEL 180 275,326.10
1
457 LEAH DRIVE 7.250 2,545.06
80
7.000 2,545.06
348,500.00
1
UPPER DUBLIN PA 19034 1 09/08/95
00
21204789 05 11/01/95
0
21204789 O 10/01/10
0
1469729 429/429 F 226,000.00
ZZ
FISHER THOMAS C 180 224,005.85
1
2503 DIAMOND STREET 7.875 2,143.50
51
7.625 2,143.50
450,000.00
SELLERSVILLE PA 18960 2 10/26/95
00
21261342 05 12/01/95
0
21261342 O 11/01/10
0
1469730 429/429 F 262,000.00
ZZ
LANDOW CARL 180 259,562.12
1
10107 NADINE STREET 7.750 2,466.15
88
7.500 2,466.15
298,000.00
VIENNA VA 22181 2 10/05/95
14
21261672 05 12/01/95
12
21261672 O 11/01/10
0
1469731 429/429 F 242,000.00
ZZ
MOORE TIMOTHY P 180 239,511.47
1
55 ASPEN AVENUE 7.375 2,226.21
38
7.125 2,226.21
650,000.00
NEWTON MA 02166 5 11/03/95
00
21266648 05 01/01/96
0
21266648 O 12/01/10
0
1469732 429/429 F 520,000.00
ZZ
GORNDT GREY 180 516,951.15
1
10970 LA REINA ROAD 7.875 4,931.94
76
7.625 4,931.94
686,000.00
DELRAY BEACH FL 33445 2 11/21/95
00
21284658 03 01/01/96
0
21284658 O 12/01/10
0
1469733 429/429 F 243,000.00
ZZ
CURTIS NAPOLEON 180 240,902.37
1
12616 DUSTY WHEEL LA 8.125 2,339.81
76
7.875 2,339.81
320,000.00
FAIRFAX VA 22033 2 10/20/95
00
21285168 03 12/01/95
0
21285168 O 11/01/10
0
1
1469734 429/429 F 287,600.00
ZZ
BROWN LARRY R 180 285,675.07
1
1985 MULSANNE DR. 7.625 2,686.56
75
7.375 2,686.56
383,500.00
ZIONSVILLE IN 46077 1 11/01/95
00
21285259 03 01/01/96
0
21285259 O 12/01/10
0
1469735 429/429 F 220,000.00
ZZ
HILL WILLIAM H 180 218,666.99
1
2144 CRIMSON CT. 7.500 2,039.43
80
7.250 2,039.43
275,000.00
COLUMBUS OH 43235 1 11/22/95
00
21289202 05 01/01/96
0
21289202 O 12/01/10
0
1469736 429/429 F 380,000.00
T
LAZARUS FRANK I 180 377,796.38
1
54 BAYBERRY LANE 8.000 3,631.48
80
7.750 3,631.48
475,000.00
YORK ME 03911 1 11/10/95
00
21300587 05 01/01/96
0
21300587 O 12/01/10
0
1469737 429/429 F 264,000.00
ZZ
OBEE RONALD L 180 262,400.38
1
328 TERSAS COURT 7.500 2,447.32
80
7.250 2,447.32
330,000.00
LAKE MARY FL 32746 2 11/22/95
00
21305784 03 01/01/96
0
21305784 O 12/01/10
0
1469738 429/429 F 258,750.00
ZZ
FERGUSON KEITH P 180 257,932.94
1
21 APPLE HILL LANE 6.990 2,324.28
75
6.740 2,324.28
345,000.00
LYNNFIELD MA 01940 2 12/08/95
00
21307756 05 02/01/96
0
21307756 O 01/01/11
0
1469739 429/429 F 450,000.00
ZZ
STEINER ARTHUR J 180 448,610.86
1
1
30 BEMAN WOODS COURT 7.250 4,107.89
52
7.000 4,107.89
875,710.00
POTOMAC MD 20854 1 12/15/95
00
21326376 03 02/01/96
0
21326376 O 01/01/11
0
1469741 429/429 F 235,000.00
ZZ
ROZMARIN DONALD 180 230,674.52
1
549 LIONS DRIVE 7.500 2,178.48
63
7.250 2,178.48
375,000.00
LAKE ZURICH IL 60047 2 07/10/95
00
44677 05 09/01/95
0
44677 O 08/01/10
0
1469742 429/429 F 225,000.00
ZZ
HARVIEUX JOAN M 180 220,632.22
1
449 SHERWOOD DRIVE 6.875 2,006.67
63
6.625 2,006.67
357,500.00
WEBSTER GROVE MO 63119 1 07/18/95
00
7980618 05 09/01/95
0
7980618 O 08/01/10
0
1469743 429/429 F 270,000.00
ZZ
MAHMOOD SYED F 180 266,707.53
1
15 OLD ELM COURT 7.500 2,502.94
84
7.250 2,502.94
323,000.00
LUTHERVILLE MD 21093 2 09/22/95
14
10059434 03 11/01/95
25
10059434 O 10/01/10
0
1469745 429/429 F 252,000.00
ZZ
COGGAN WILLIAM J 180 249,727.34
1
115 GALWAY BAY 7.625 2,354.01
80
7.375 2,354.01
315,000.00
ALAMEDA CA 94502 2 10/02/95
00
10121176 03 12/01/95
0
10121176 O 11/01/10
0
1469746 429/429 F 76,500.00
ZZ
GOSWEILER RICHARD 180 68,972.75
1
30 SAINT PAUL'S ROAD 6.625 671.67
31
6.375 671.67
252,000.00
ARDMORE PA 19003 2 09/20/93
00
20266557 05 11/01/93
0
1
20266557 O 10/01/08
0
1469747 429/429 F 295,000.00
ZZ
MILLS GALEN E 180 268,702.59
1
7600 BRILL ROAD 6.875 2,630.97
74
6.625 2,630.97
400,000.00
CINCINNATI OH 45243 2 11/17/93
00
20283180 05 01/01/94
0
20283180 O 12/01/08
0
1469748 429/429 F 240,000.00
ZZ
PAPPALARDO GIUSEPPE 180 220,366.15
1
135 BERTHA PLACE 6.875 2,140.46
54
6.625 2,140.46
450,000.00
STATEN ISLAND NY 10301 2 01/07/94
00
20297776 05 03/01/94
0
20297776 O 02/01/09
0
1469749 429/429 F 234,000.00
ZZ
WRATHALL JEAN R 180 213,809.25
1
3812 37TH STREET NO. 6.750 2,070.69
63
6.500 2,070.69
376,000.00
ARLINGTON VA 22207 2 12/10/93
00
20312328 05 02/01/94
0
20312328 O 01/01/09
0
1469750 429/429 F 300,000.00
ZZ
KRAFT ALFRED L 180 293,674.19
1
20 FARRAR ROAD 7.750 2,823.83
75
7.500 2,823.83
402,000.00
LINCOLN MA 01773 5 06/14/95
00
21091798 05 08/01/95
0
21091798 O 07/01/10
0
1469751 429/429 F 384,000.00
ZZ
LINDENBERG ALBERT 180 379,516.57
1
235 BELLEVUE AVENUE 8.000 3,669.71
80
7.750 3,669.71
480,000.00
HADDONFIELD NJ 08033 1 09/15/95
00
21190475 05 11/01/95
0
21190475 O 10/01/10
0
1
1469752 429/429 F 316,000.00
T
TAYLOR CHARLES E 180 312,242.04
1
112 WATERWAY 7.875 2,997.11
80
7.625 2,997.11
395,000.00
MASHPEE MA 02649 1 09/06/95
00
21198585 05 11/01/95
0
21198585 O 10/01/10
0
1469754 429/429 F 300,000.00
T
DILORENZO ANTIMO S 180 297,379.43
1
30 SHOREVIEW AVENUE 7.990 2,865.23
79
7.740 2,865.23
381,000.00
EAST FALMOUTH MA 02536 2 10/27/95
00
21211586 05 12/01/95
0
21211586 O 11/01/10
0
1469758 429/429 F 280,250.00
ZZ
APPLETON STACI 180 277,749.98
1
413 QUAY ASSISI 7.750 2,637.93
95
7.500 2,637.93
297,500.00
NEW SMYRNA BEAC FL 32169 1 10/10/95
14
21235908 05 12/01/95
30
21235908 O 11/01/10
0
1469759 429/429 F 325,600.00
ZZ
GILL AHMAD N 180 319,130.93
1
620 HIGH HAMPTON DRIVE 7.000 2,926.59
80
6.750 2,926.59
407,000.00
MARTINEZ GA 30907 1 10/06/95
00
21239165 03 12/01/95
0
21239165 O 11/01/10
0
1469760 429/429 F 305,000.00
ZZ
O'BRIEN STEPHEN 180 302,308.76
1
14 LISA LANE 7.875 2,892.78
72
7.625 2,892.78
425,000.00
WALTHAM MA 02154 2 10/04/95
00
21250261 05 12/01/95
0
21250261 O 11/01/10
0
1469761 429/429 F 300,000.00
ZZ
CASTO MICHAEL C 180 297,264.86
1
5160 NOVAK AVENUE 7.500 2,781.04
75
7.250 2,781.04
400,746.00
1
STILLWATER MN 55082 1 10/13/95
00
21259148 05 12/01/95
0
21259148 O 11/01/10
0
1469762 429/429 F 280,000.00
ZZ
BARTUSH-JONES MARY C 180 278,321.88
1
31 BEACH DRIVE 7.625 2,615.57
19
7.375 2,615.57
1,500,000.00
HARBOR SPRINGS MI 49740 2 11/03/95
00
21266481 05 01/01/96
0
21266481 O 12/01/10
0
1469763 429/429 F 255,000.00
ZZ
HENNESSEY, III ROBERT E 180 252,675.11
1
2508 BARTON RIDGE CO 7.500 2,363.89
87
7.250 2,363.89
295,000.00
RALEIGH NC 27613 1 10/30/95
14
21269303 03 12/01/95
12
21269303 O 11/01/10
0
1469764 429/429 F 373,000.00
ZZ
SPEARS, JR RONALD L 180 369,672.60
1
14608 GOLDEN LEAF PLACE 7.750 3,510.96
76
7.500 3,510.96
494,000.00
LOUISVILLE KY 40245 2 10/27/95
00
21280581 05 12/01/95
0
21280581 O 11/01/10
0
1469765 429/429 F 300,000.00
ZZ
PECK ALLAN L 180 297,264.86
1
5180 CATALPA CREEK DRIVE 7.500 2,781.04
78
7.250 2,781.04
385,000.00
CINCINNATI OH 45242 2 10/25/95
00
21281654 05 12/01/95
0
21281654 O 11/01/10
0
1469766 429/429 F 247,500.00
ZZ
ROSENTHAL DANIEL A 180 246,776.80
1
105 E. WINDROSE DRIVE 7.875 2,347.42
75
7.625 2,347.42
330,000.00
RICHBORO PA 18954 2 12/05/95
00
21298336 05 02/01/96
0
21298336 O 01/01/11
0
1
1469810 593/728 F 506,250.00
ZZ
CARTER GRANT L 180 506,250.00
1
3560 SOUTH SUGAR LEO ROAD 7.500 4,693.01
75
7.250 4,693.01
675,000.00
ST. GEORGE UT 84790 5 12/29/95
00
0380323700 05 03/01/96
0
6756399 O 02/01/11
0
1469833 025/025 F 240,000.00
ZZ
CALLAWAY THOMAS H 180 239,275.17
1
607 WESTOVER AVENUE 7.500 2,224.83
58
7.250 2,224.83
415,000.00
NASHVILLE TN 37205 1 12/22/95
00
25919 05 02/01/96
0
25919 O 01/01/11
0
1469872 E22/728 F 165,000.00
ZZ
MORRISON DAVID 180 165,000.00
1
25 FIESTA WAY 7.625 1,541.31
42
7.375 1,541.31
400,000.00
FORT LAUDERDALE FL 33301 1 01/09/96
00
0410067284 05 03/01/96
0
0410067284 O 02/01/11
0
1469876 748/748 F 260,000.00
ZZ
HINKLE SHERYL L 180 259,223.34
1
15758 E PRENTICE DR 7.625 2,428.74
63
7.375 2,428.74
419,000.00
AURORA CO 80015 2 12/11/95
00
108006622 03 02/01/96
0
108006622 O 01/01/11
0
1470043 450/728 F 575,150.00
ZZ
LEHMAN DONALD 180 573,450.76
1
28809 BONIFACE DRIVE 7.750 5,413.75
68
7.500 5,413.75
850,000.00
MALIBU CA 90265 2 12/07/95
00
0380328204 05 02/01/96
0
3960762 O 01/01/11
0
1470197 267/267 F 370,000.00
ZZ
ZISKIN BRUCE 180 370,000.00
1
1
317 4TH STREET 7.375 3,403.72
47
7.125 3,403.72
800,000.00
MANHATTAN BEACH CA 90266 2 12/27/95
00
4370562 05 03/01/96
0
4370562 O 02/01/11
0
1470199 267/267 F 265,000.00
ZZ
DEWITT NICHOLAS 180 264,190.85
1
1424 CAPISTRANO AVENUE 7.375 2,437.80
76
7.125 2,437.80
350,000.00
GLENDALE CA 91208 2 12/22/95
00
4370740 05 02/01/96
0
4370740 O 01/01/11
0
1470308 617/617 F 320,000.00
ZZ
AVERY DAVID M 180 318,103.05
1
4704 N FARM ROAD 189 7.750 3,012.09
81
7.500 3,012.09
399,900.00
SPRINGFIELD MO 65803 1 11/29/95
96
187140 05 01/01/96
0
187140 O 12/01/10
0
1470312 617/617 F 288,000.00
ZZ
BRYAN WILLIAM D 180 283,643.48
1
1240 HIGHWAY 412 EAST 7.625 2,690.30
80
7.375 2,690.30
360,000.00
JACKSON TN 38301 2 08/31/95
00
436776 05 10/01/95
0
436776 O 09/01/10
0
1470329 617/617 F 272,000.00
ZZ
TSAI STELLA I 180 269,626.13
1
494 NORTHMINISTER DRIVE 8.000 2,599.37
80
7.750 2,599.37
340,000.00
MACON GA 31204 1 10/17/95
00
603509 05 12/01/95
0
603509 O 11/01/10
0
1470335 617/617 F 224,000.00
ZZ
CRIGHTON KENT 180 219,426.58
1
140 TRAILSWEST 8.125 2,156.86
83
7.875 2,156.86
272,000.00
CHESTERFIELD MO 63017 2 06/27/95
14
160419 05 08/01/95
12
1
160419 O 07/01/10
0
1470340 617/617 F 400,000.00
ZZ
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1
840 CANTERBURY ARC 8.000 3,822.61
78
7.750 3,822.61
515,000.00
LAS CRUCES NM 88005 1 10/17/95
00
164336 05 12/01/95
0
164336 O 11/01/10
0
1470347 617/617 F 400,000.00
ZZ
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1
604 ENQUIRER AVENUE 7.250 3,651.46
71
7.000 3,651.46
565,000.00
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424924 05 01/01/96
0
424924 O 12/01/10
0
1470348 757/757 F 550,000.00
ZZ
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1
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69
7.125 5,059.58
800,000.00
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00
2733137 03 03/01/96
0
2733137 O 02/01/11
0
1470358 617/617 F 440,000.00
ZZ
BELL LOUIS E 180 437,275.26
1
3302 LA RAMBLA NW 7.250 4,016.60
78
7.000 4,016.60
570,000.00
ALBUQUERQUE NM 87120 5 11/22/95
00
163789 05 01/01/96
0
163789 O 12/01/10
0
1470367 617/617 F 400,000.00
ZZ
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1
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58
7.250 3,708.05
695,000.00
CLAYTON MO 63105 1 11/17/95
00
161686 05 01/01/96
0
161686 O 12/01/10
0
1
1470380 617/617 F 229,400.00
ZZ
HORTON RICHARD J 180 227,285.69
1
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70
7.125 2,110.31
332,000.00
NASHVILLE TN 37215 2 10/16/95
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424869 03 12/01/95
0
424869 O 11/01/10
0
1470412 617/617 F 300,000.00
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DALE III ALBERT J 180 295,412.83
1
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7.250 2,781.04
650,000.00
NASHVILLE TN 37215 2 08/21/95
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601235 05 10/01/95
0
601235 O 09/01/10
0
1470419 403/403 F 291,435.38
ZZ
CLEMENT RONALD E 165 290,447.16
1
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84
7.610 2,897.12
350,000.00
EAST LYME CT 06333 2 11/16/95
14
1937911 05 02/01/96
20
1937911 O 10/01/09
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1470445 B74/728 F 395,000.00
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TAVAKKOLI FARIBA 180 395,000.00
1
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700,000.00
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1
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1,550,000.00
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5606322 03 02/01/96
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5606322 O 01/01/11
0
1470620 491/491 F 223,374.94
ZZ
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56
7.125 2,309.21
400,000.00
1
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970,000.00
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510,000.00
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8056447 O 06/01/08
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1
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610,000.00
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1
19784 CHARTERS AVENUE 8.000 4,204.87
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6.600 398.04
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30815757182 O 04/01/09
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30817300825 05 03/01/96
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30817300825 O 02/01/11
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LONG MICHAEL R 180 294,750.00
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30817008642 03 03/01/96
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1
30817008642 O 02/01/11
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30817269376 O 02/01/11
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30817280811 O 02/01/11
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30817374101 05 03/01/96
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30817374101 O 02/01/11
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1
220 BEECH COURT 7.425 1,753.24
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30816932628 O 02/01/11
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30817300114 O 02/01/11
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STEINBERG MICHAEL S 180 265,636.52
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00
0380335274 05 11/01/95
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5050005845 O 10/01/10
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1470877 943/728 F 640,000.00
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TANNER JAMES W 180 638,067.12
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1470882 943/728 F 360,000.00
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1
110 BRAESIDE CIRCLE 7.375 3,311.73
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450,000.00
ASHEVILLE NC 28803 2 11/29/95
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0380335357 05 01/01/96
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5080029526 O 12/01/10
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1470884 943/728 F 610,000.00
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STRIZAK ALAN M 180 606,383.96
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765,000.00
1
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5080029578 O 12/01/10
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MI SHA 180 246,810.98
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T
REILEY DAVID H 180 294,513.02
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0380335431 05 01/01/96
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GAMBA JULIO R 180 228,643.87
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77
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300,000.00
ARLINGTON VA 22207 2 11/22/95
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0380335480 09 01/01/96
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5080030295 O 12/01/10
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1470890 943/728 F 410,000.00
ZZ
BLOOM JOANNE A 180 408,248.10
1
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670,000.00
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0380335506 05 02/01/96
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5090014431 O 01/01/11
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1470891 943/728 F 233,600.00
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CURY ROBERT J 120 232,314.19
1
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292,000.00
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0380335530 03 02/01/96
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5090014870 O 01/01/06
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1
1470892 943/728 F 236,000.00
ZZ
SMITH RAYMOND B 180 235,295.03
1
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295,000.00
GLEN MILLS PA 19342 1 12/15/95
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0380335555 05 02/01/96
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5090015552 O 01/01/11
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1470893 943/728 F 280,000.00
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GLANVILLE RICHARD L 180 278,247.15
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59
6.875 2,536.33
480,000.00
SAN ANSELMO CA 94960 2 11/29/95
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0380335563 05 01/01/96
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5090015588 O 12/01/10
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1470894 943/728 F 217,000.00
ZZ
MARCY PAUL A 180 216,344.63
1
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BELLMORE NY 11710 2 12/18/95
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0380335571 05 02/01/96
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5090016368 O 01/01/11
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1470895 943/728 F 358,000.00
ZZ
KOONTZ MICHAEL G 180 356,930.60
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77
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470,000.00
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0380335589 03 02/01/96
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5090017121 O 01/01/11
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1470896 943/728 F 286,400.00
ZZ
ARIATTI JOHN J 180 286,400.00
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0380335597 03 03/01/96
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5090017130 O 02/01/11
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1470897 943/728 F 341,100.00
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LIPPERT III WILLIAM L 180 341,100.00
1
1
2660 KITTRIDGE AVENUE 7.250 3,113.78
90
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379,000.00
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11
0380335605 03 03/01/96
12
5090017383 O 02/01/11
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1470899 943/943 F 225,000.00
ZZ
DAVIS PETER F 180 218,495.76
1
ROUTE 1 BOX 5034 9.500 2,349.51
75
9.250 2,349.51
300,000.00
BUMPASS VA 23021 5 02/08/95
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5050002013 05 04/01/95
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5050002013 O 03/01/10
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1470901 943/943 F 254,300.00
ZZ
FOSTER ARNOLD R 180 250,411.56
1
447 CREEKSIDE COURT 7.500 2,357.40
70
7.250 2,357.40
365,000.00
WILLOWBROOK IL 60521 2 08/24/95
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5050006846 05 10/01/95
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5050006846 O 09/01/10
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1470902 943/943 F 211,000.00
ZZ
MCNAMARA THOMAS E 180 208,370.86
1
46 GEORGIA ROAD 7.250 1,926.15
80
7.000 1,926.15
265,000.00
FREEHOLD NJ 07728 2 09/11/95
00
5050007655 05 11/01/95
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5050007655 O 10/01/10
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1470903 943/943 F 316,800.00
ZZ
TOSHAV MEIR 180 314,922.02
1
83-24 BEVERLY ROAD 7.750 2,981.97
80
7.500 2,981.97
400,000.00
KEW GARDENS NY 11415 2 11/14/95
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5050008059 05 01/01/96
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5050008059 O 12/01/10
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1470905 943/943 F 304,500.00
ZZ
YOUNG JAMES J 180 304,500.00
1
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72
7.375 2,844.43
425,000.00
YOUNTVILLE CA 94599 2 12/27/95
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5050009505 05 03/01/96
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1
5050009505 O 02/01/11
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1470906 943/943 F 337,500.00
ZZ
SPREITZER ANDREW 180 336,446.72
1
30 PROSPECT AVENUE 7.125 3,057.19
75
6.875 3,057.19
450,000.00
PORT WASHINGTON NY 11050 5 12/06/95
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5050010133 05 02/01/96
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5050010133 O 01/01/11
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1470909 943/943 F 326,000.00
ZZ
ROSITO PETER T 180 322,017.48
2
504 MAGUIRE AVENUE 7.750 3,068.56
75
7.500 3,068.56
435,000.00
STATEN ISLAND NY 10309 5 12/15/95
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5050011220 05 02/01/96
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5050011220 O 01/01/11
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1470910 943/943 F 240,100.00
ZZ
OBRIEN EDWARD P 180 240,100.00
1
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78
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310,000.00
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5050011697 05 03/01/96
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5050011697 O 02/01/11
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1470911 943/943 F 270,000.00
ZZ
GUALTIER MICHAEL R 180 269,211.06
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70
7.625 2,560.82
390,000.00
WOODSTOCK IL 60098 5 12/22/95
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5500300290 05 02/01/96
0
5500300290 O 01/01/11
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1470912 943/943 F 214,000.00
ZZ
FENSKE GREGG 180 213,346.57
1
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43
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500,000.00
LONG GROVE IL 60047 5 12/27/95
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5500300297 03 02/01/96
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5500300297 O 01/01/11
0
1
1470914 943/943 F 490,000.00
ZZ
COLLINS ROBERT M 180 488,503.83
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1920 WATERFORD CT 7.375 4,507.63
72
7.125 4,507.63
690,000.00
HIGHLAND PARK IL 60035 1 12/29/95
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5502400229 03 02/01/96
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5502400229 O 01/01/11
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1470915 943/943 F 185,000.00
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OLIVER RICHARD V 180 184,447.37
138
35 SUTTON PLACE 7.625 1,728.15
50
APT 9B 7.375 1,728.15
370,000.00
NEW YORK NY 10022 1 12/18/95
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5506500113 12 02/01/96
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5506500113 O 01/01/11
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1470916 943/943 F 266,000.00
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1
22 TREE FARM COURT 7.625 2,484.79
80
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332,500.00
GLEN ARM MD 21057 1 12/20/95
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5517300260 05 02/01/96
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5517300260 O 01/01/11
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1470917 943/943 F 305,000.00
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STORY WALTER E 180 304,068.71
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8464 THE MOUNTAIN ROAD 7.375 2,805.77
72
7.125 2,805.77
429,000.00
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5518600261 03 02/01/96
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5518600261 O 01/01/11
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1470918 943/943 F 430,000.00
ZZ
HARRIS MASON 180 428,701.34
1
9612 CONESTOGA WAY 7.500 3,986.16
58
7.250 3,986.16
750,000.00
POTOMAC MD 20854 2 12/06/95
00
5537800302 05 02/01/96
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5537800302 O 01/01/11
0
1470919 232/232 F 300,000.00
ZZ
CASEY BENEDICT A 180 298,182.26
1
495 WALDRON PARK DRIVE 7.500 2,781.04
70
7.250 2,781.04
430,000.00
1
HAVERFORD PA 19041 5 11/14/95
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10849624 05 01/01/96
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10849624 O 12/01/10
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1470964 076/076 F 440,000.00
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7.250 4,078.86
550,000.00
LITTLE ROCK AR 72212 1 11/02/95
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5021812M O 12/01/10
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T
LAMPRICH LONNIE J 180 282,173.08
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0001 BRECKENRIDGE PL 7.875 2,684.11
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BRECKENBRIDGE CO 80424 1 12/12/95
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0380327537 03 02/01/96
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94106 O 01/01/11
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1470969 076/076 F 424,000.00
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ROTHMAN JOHN D 180 421,486.55
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2171 EAST 27TH STREET 7.750 3,991.01
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TULSA OK 74114 1 11/15/95
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5004172M 05 01/01/96
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LETT LEON 180 401,139.35
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4994382 O 11/01/10
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TURNER KEENA 180 249,219.80
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8200 ERB WAY 7.125 2,264.58
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TRACY CA 95376 1 12/14/95
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0380331034 05 02/01/96
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CARROLL ROGER G 180 304,364.49
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2002 DARBY LANE 7.875 2,921.23
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PLYMOUTH MN 55442 2 11/22/95
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6072951 O 12/01/10
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SHAHEEN KENNETH W 180 224,342.55
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287,500.00
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LEE CHUL 180 231,091.25
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1
11516 HORNFAIR COURT 7.500 2,155.31
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POTOMAC MD 20854 1 11/30/95
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BERGER JAMES P 180 270,369.84
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HOUSTON TX 77079 2 11/28/95
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4198812 03 01/01/96
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4198812 O 12/01/10
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1471041 076/076 F 300,000.00
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COHASSET MA 02025 5 11/20/95
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HENDERSON NV 89014 1 11/21/95
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5039132 O 12/01/10
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1471230 450/728 F 607,200.00
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2416 HERONWOOD DR 7.625 5,672.04
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BLOOMFIELD TWP MI 48301 1 12/29/95
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0380331232 05 02/01/96
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4122909 O 01/01/11
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1471282 232/232 F 306,000.00
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BOROCK ERIC C 180 306,000.00
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7136 COTTONTAIL COURT 7.875 2,902.26
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7.625 2,902.26
340,000.00
FORT MYERS FL 33908 1 01/12/96
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2414135 O 02/01/11
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1471300 163/728 F 210,000.00
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PESCE ALBERT 180 210,000.00
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OCEANSIDE NY 11572 1 01/02/96
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1471318 744/728 F 500,000.00
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LEE YOUN J 180 500,000.00
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1515 HONEYSUCKLE COURT 7.500 4,635.06
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7.250 4,635.06
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PLEASANTON CA 94566 2 01/16/96
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YATES CHARLES J 180 258,475.57
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WILSON WY 83014 2 11/17/95
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4794040 O 12/01/10
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1471579 070/070 F 318,000.00
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ROWLAND HEIGHTS CA 91748 2 12/04/95
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5412515 03 02/01/96
12
5412515 O 01/01/11
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1471581 070/070 F 300,000.00
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SINT MAUNG K 180 299,073.91
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375,000.00
DIAMOND BAR CA 91765 2 12/11/95
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5589544 05 02/01/96
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5589544 O 01/01/11
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1471582 070/070 F 247,160.00
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RAMAMURTHY SRINIVAS 180 246,445.74
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1079 GRUWELL PLACE 8.000 2,361.99
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315,000.00
SAN JOSE CA 95129 2 12/19/95
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5635214 05 02/01/96
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5635214 O 01/01/11
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1471583 070/070 F 391,300.00
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MULTANI GURMEET 180 390,169.20
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1055 CALLE DE LAS PALMAS 8.000 3,739.47
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510,000.00
REDLANDS CA 92373 2 12/20/95
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6438091 05 02/01/96
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6438091 O 01/01/11
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1471584 070/070 F 252,000.00
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TO LONG K 180 251,222.09
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12343 HIGH GLEN WAY 7.250 2,300.41
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315,000.00
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6987988 03 02/01/96
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6987988 O 01/01/11
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1471585 070/070 F 430,000.00
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LAM CHARLES M 180 427,394.58
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993,000.00
HONOLULU HI 96821 2 11/21/95
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7211727 05 01/01/96
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7211727 O 12/01/10
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1471586 070/070 F 300,000.00
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132 NORTH LE DOUX ROAD 7.875 2,845.35
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450,000.00
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BEVERLY HILLS CA 90211 2 12/19/95
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7434861 05 02/01/96
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7434861 O 01/01/11
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1471587 070/070 F 355,000.00
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OLEYNIK OLEG 180 353,927.86
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425,000.00
PACIFIC PALISAD CA 90272 2 12/20/95
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7435413 01 02/01/96
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7435413 O 01/01/11
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1471588 070/070 F 280,000.00
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PEARSON JR THOMAS F 180 279,181.84
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30612 BLUE MILLS ROAD 7.875 2,655.66
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350,000.00
BUCKNER MO 64016 1 12/14/95
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7881135 05 02/01/96
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7881135 O 01/01/11
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1471589 070/070 F 239,900.00
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ROSELLO CARLOS 180 239,191.23
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299,900.00
WINTER SPRINGS FL 32708 1 12/08/95
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7905169 03 02/01/96
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7905169 O 01/01/11
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1471590 070/070 F 315,000.00
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FINK SR MICHAEL A 180 314,027.61
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4776 WINDSONG PARK DRIVE 7.250 2,875.52
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450,000.00
COLLIERVILLE TN 38017 5 12/18/95
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7915287 05 02/01/96
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7915287 O 01/01/11
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1471591 070/070 F 422,500.00
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PERLMAN LAWRENCE 180 422,500.00
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180 E PEARSON ST UNIT 4106 7.250 3,856.85
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7.000 3,856.85
835,000.00
CHICAGO IL 60611 2 01/05/96
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7997142 06 03/01/96
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7997142 O 02/01/11
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1
1471592 070/070 F 350,000.00
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ELLIS LOYD E 180 348,931.31
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1650 OAK AVENUE 7.375 3,219.73
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813,000.00
MENLO PARK CA 94025 1 12/26/95
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8019463 05 02/01/96
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8019463 O 01/01/11
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1471593 070/070 F 320,000.00
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MARTIN JOHN W 180 320,000.00
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2421 EAST SAN JUAN AVENUE 7.500 2,966.44
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400,000.00
PHOENIX AZ 85016 1 01/04/96
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8046070 03 03/01/96
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8046070 O 02/01/11
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1471594 070/070 F 425,000.00
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PAULSON HUGO R 180 425,000.00
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590,000.00
LAS VEGAS NV 89109 5 01/11/96
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8082201 03 03/01/96
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8082201 O 02/01/11
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1471650 299/728 F 300,000.00
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TAYLOR ANTHONY J 180 298,202.03
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119 PINE POINT ROAD 7.625 2,802.39
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7.375 2,802.39
510,000.00
WILLIAMSBURG VA 23185 1 12/01/95
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0380334756 05 01/01/96
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1471655 299/728 F 260,000.00
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MCGEORGE JR GILBERT W 180 257,629.52
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7.250 2,410.24
326,500.00
MONETA VA 24101 4 10/10/95
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0380334558 05 12/01/95
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1471674 299/728 F 300,000.00
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YEAMAN SR JOHN P 180 298,221.62
1
1
ROUTE 2 BOX 41 7.750 2,823.83
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7.500 2,823.83
535,000.00
MARTINSVILLE VA 24112 4 11/27/95
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0380335084 05 01/01/96
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1471709 299/728 F 375,000.00
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CARTER RICARDO T 180 372,727.82
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29 SOMAR DRIVE 7.500 3,476.30
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510,000.00
LEWISTOWN PA 17044 2 11/21/95
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0380334376 05 01/01/96
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1471734 299/728 F 300,000.00
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BECKER KENNETH L 180 298,142.22
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GREENVILLE DE 19802 2 11/17/95
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0380331679 05 01/01/96
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1471773 B24/728 F 87,500.00
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GOODMAN IV WILLIAM 180 87,500.00
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6.875 792.60
125,000.00
GREENWICH CT 06807 1 01/30/96
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0380323403 05 03/01/96
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1471773 O 02/01/11
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1471891 491/491 F 300,000.00
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HART JAMES A 180 299,043.18
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16705 232ND AVE. NE 6.875 2,675.57
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455,000.00
WOODINVILLE WA 98072 5 11/30/95
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0060208741 O 01/01/11
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WATSON KEVIN 180 349,890.38
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43 PROSPECT STREET 7.625 3,288.14
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7.375 3,288.14
440,000.00
MOUNT KISCO NY 10549 1 11/22/95
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0380325861 05 01/01/96
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1
1111023670 O 12/01/10
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1471965 074/728 F 260,000.00
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ESPINOZA JESUS I 180 258,475.57
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352 WHITMAN DRIVE 7.875 2,465.97
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400,000.00
BROOKLYN NY 11234 1 11/27/95
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0380330325 05 01/01/96
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1471966 074/728 F 209,000.00
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MCFATE CAROL A 180 207,801.30
46
55 HUDSON STREET 8.125 2,012.43
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APT 6C 7.875 2,012.43
275,000.00
NEW YORK NY 10013 2 10/30/95
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0380329574 10 01/01/96
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1112040335 O 12/01/10
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1471973 074/728 F 353,000.00
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CHU THOMAS G 180 350,930.29
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2840 ELK CANYON COURT 7.875 3,348.03
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460,000.00
LAS VEGAS NV 89117 2 11/20/95
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0380325929 05 01/01/96
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1251110512 O 12/01/10
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1471974 074/728 F 253,500.00
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GAGE CRAIG W 180 252,734.40
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317,500.00
GAINESVILLE FL 32606 1 12/11/95
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0380325903 03 02/01/96
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1471976 074/728 F 240,000.00
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ANDERSON GARY L 180 237,600.68
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MERRITT ISLAND FL 32954 2 10/10/95
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0380328444 03 12/01/95
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1391026253 O 11/01/10
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1
1471977 074/728 F 240,000.00
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BAHNE JAMES R 180 239,283.09
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320,000.00
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1461075659 O 01/01/11
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1471978 074/728 F 500,000.00
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LEIPOLD JON D 180 496,937.21
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21032 CARLTON 7.375 4,599.62
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CASSOPOLIS MI 49031 5 11/16/95
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1471979 074/728 F 334,600.00
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0380328410 03 12/01/95
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1471980 074/728 F 316,000.00
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KRAMER RICHARD H 180 308,967.72
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PARIS TN 38242 2 09/01/95
12
0380330317 05 11/01/95
12
1503063847 O 10/01/10
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1471981 074/728 F 380,000.00
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1471982 074/728 F 212,500.00
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13786 NORTH TRAVOIS TRAIL 7.750 2,000.22
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295,000.00
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PARKER CO 80134 2 11/22/95
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0380328436 05 01/01/96
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1471983 074/728 F 390,000.00
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ROWE STEVEN K 180 388,809.16
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520,000.00
KANSAS CITY MO 64113 2 11/29/95
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1471984 074/728 F 350,000.00
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1471985 074/728 F 305,000.00
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NELLANS ROGER E 180 303,151.96
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34
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910,000.00
BELLEVUE WA 98004 2 11/16/95
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0380324443 03 01/01/96
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1471986 074/728 F 511,800.00
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1
4365 SHARPS ROAD 7.750 4,817.45
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7.500 4,817.45
815,000.00
RENO NV 89509 2 11/21/95
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0380325655 05 01/01/96
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1471987 074/728 F 365,000.00
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LE LOC V 180 362,859.94
1
15317 BURNING SPRING ROAD 7.875 3,461.84
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550,000.00
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0380329582 03 01/01/96
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1507060454 O 12/01/10
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1
1471988 074/728 F 251,000.00
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SILVEY ROBERT M 180 248,857.07
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327,000.00
BERKELEY CA 94703 2 10/06/95
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1507065833 O 11/01/10
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1471990 074/728 F 562,500.00
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HALTOM TUCKER 180 559,091.76
1
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7.250 5,214.44
750,000.00
ALBUQUERQUE NM 87122 5 11/22/95
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1507073172 O 12/01/10
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1471991 074/728 F 260,000.00
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TRIAS JR ORLANDO P 180 258,476.85
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29 SEVILLE WAY 8.000 2,484.70
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7.750 2,484.70
360,000.00
SOUTH SAN FRANC CA 94080 5 11/10/95
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0380324716 05 01/01/96
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1471992 074/728 F 255,000.00
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VAUGHAN DOYLE R 180 253,488.38
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8050 S HIGHWAY 89 7.750 2,400.25
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7.500 2,400.25
675,000.00
JACKSON WY 83001 5 11/29/95
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0380328923 05 01/01/96
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1510030451 O 12/01/10
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1471993 074/728 F 450,000.00
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HARREN STEVE G 180 448,655.79
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8616 MENDOCINO DRIVE 7.625 4,203.59
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7.375 4,203.59
800,000.00
AUSTIN TX 78746 2 12/12/95
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0380324476 03 02/01/96
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1510035568 O 01/01/11
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1471996 074/728 F 368,000.00
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SHOCRON ALAIN R 180 365,818.51
1
1
6828 PINEHAVEN ROAD 7.750 3,463.90
71
7.500 3,463.90
525,000.00
OAKLAND CA 94611 2 11/20/95
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0380328477 05 01/01/96
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1471998 074/728 F 242,000.00
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TSENG KELVIN K 180 240,627.32
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335,000.00
MILPITAS CA 95035 2 11/14/95
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0380324518 03 01/01/96
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1561313770 O 12/01/10
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1471999 074/728 F 250,000.00
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DEMARTINI DAVID R 180 249,219.80
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357 HARTFORD ROAD 7.125 2,264.58
37
6.875 2,264.58
685,000.00
DANVILLE CA 94526 1 12/01/95
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0380324534 05 02/01/96
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1561315302 O 01/01/11
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1472000 074/728 F 396,000.00
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BIEHN MICHAEL 180 393,626.66
1
11220 VALLEY SPRING LANE 7.625 3,699.16
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NORTH HOLLYWOOD AREA 7.375 3,699.16
495,000.00
LOS ANGELES CA 91602 1 11/01/95
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0380324336 05 01/01/96
0
1562139497 O 12/01/10
0
1472001 074/728 F 300,000.00
ZZ
SHALABI KAIED O 180 298,260.30
1
2656 LOGANRITA AVENUE 8.000 2,866.96
58
7.750 2,866.96
525,000.00
ARCADIA AREA CA 91006 5 11/16/95
00
0380324468 05 01/01/96
0
1562140736 O 12/01/10
0
1472002 074/728 F 299,700.00
ZZ
FINE ARTHUR T 180 293,798.56
1
389 WEST PALOS VERDES DRIVE 8.000 2,864.09
32
7.750 2,864.09
950,000.00
PALOS VERDES ES CA 90274 2 11/07/95
00
0380329558 05 01/01/96
0
1
1562140962 O 12/01/10
0
1472003 074/728 F 357,000.00
ZZ
SUDA RICHARD W 180 354,929.76
1
960 MESA VERDE ROAD 8.000 3,411.68
79
7.750 3,411.68
455,000.00
PASADENA CA 91105 2 11/08/95
00
0380324294 05 01/01/96
0
1562141590 O 12/01/10
0
1472004 074/728 F 521,900.00
ZZ
LIEBERMAN HAL 180 518,906.72
1
3374 WRIGHTVIEW PLACE 8.125 5,025.29
77
STUDIO CITY 7.875 5,025.29
685,000.00
LOS ANGELES CA 91604 2 11/20/95
00
0380330481 05 01/01/96
0
1562142265 O 12/01/10
0
1472005 074/728 F 840,000.00
ZZ
LEFKOWITZ ZALMAN 180 837,545.52
1
308 ALTA AVENUE 7.875 7,966.98
60
7.625 7,966.98
1,400,000.00
SANTA MONICA CA 90402 2 12/05/95
00
0380328451 05 02/01/96
0
1562142516 O 01/01/11
0
1472006 074/728 F 271,000.00
ZZ
BOURNOUTIAN DAVID 180 269,445.71
1
19201 DUNURE PLACE 8.125 2,609.42
69
NORTHRIDGE AREA 7.875 2,609.42
395,000.00
LOS ANGELES CA 91326 2 11/20/95
00
0380324864 05 01/01/96
0
1562142855 O 12/01/10
0
1472007 074/728 F 1,165,700.00
T
NIXON DENNIS E 180 1,111,115.93
1
1408 CRYSTAL LAKE ROAD 7.875 11,056.08
41
7.625 11,056.08
2,850,000.00
ASPEN CO 81611 2 12/06/95
00
0380330465 05 02/01/96
0
1563108874 O 01/01/11
0
1
1472008 074/728 F 265,000.00
ZZ
KIM BARNEY A 180 263,411.77
1
28888 HANSVILLE RD NE 7.625 2,475.45
53
7.375 2,475.45
500,000.00
KINGSTON WA 98346 2 11/21/95
00
0380325499 05 01/01/96
0
1565122468 O 12/01/10
0
1472010 074/728 F 392,000.00
ZZ
MOPPEL HAROLD 180 389,310.28
1
18385 BERNARDO TRAILS DRIVE 7.625 3,661.79
72
7.375 3,661.79
550,000.00
SAN DIEGO CA 92128 2 11/13/95
00
0380324922 05 01/01/96
0
1567140030 O 12/01/10
0
1472011 074/728 F 393,750.00
ZZ
COCHRANE JOHN D 180 392,560.82
1
2034 RIDGECREST PLACE 7.500 3,650.12
75
7.250 3,650.12
525,000.00
ESCONDIDO CA 92029 5 12/01/95
00
0380324799 05 02/01/96
0
1567141805 O 01/01/11
0
1472013 074/728 F 256,500.00
ZZ
RIOS JOSE A 180 251,263.02
1
8242 EAST CIRCULO DEL OSO 8.125 2,469.80
90
7.875 2,469.80
285,000.00
TUCSON AZ 85715 1 06/01/95
12
0380325945 05 08/01/95
25
1569120646 O 07/01/10
0
1472014 074/728 F 225,500.00
ZZ
PARKER JOHN W 180 224,148.50
1
3080 FARVIEW LANE SOUTH 7.625 2,106.47
50
7.375 2,106.47
460,000.00
ORONO MN 55356 2 12/01/95
00
0380324435 05 01/01/96
0
1576007756 O 12/01/10
0
1472015 074/728 F 427,000.00
T
HUGHES THOMAS A 180 424,412.74
1
5 OCEAN POINT 7.500 3,958.35
60
7.250 3,958.35
715,000.00
1
HILTON HEAD ISL SC 29928 2 11/27/95
00
0380330416 03 01/01/96
0
1577021719 O 12/01/10
0
1472016 074/728 F 320,000.00
ZZ
SELPH HARRY A 180 318,039.81
1
200 WALNUT TRACE COURT 7.375 2,943.76
80
7.125 2,943.76
400,000.00
SIMPSONVILLE SC 29681 1 11/08/95
00
0380325820 03 01/01/96
0
1577022948 O 12/01/10
0
1472017 074/728 F 220,000.00
ZZ
KRAKOWSKI DAVID A 180 218,681.48
1
205 EMILE ZOLA DRIVE 7.625 2,055.09
58
7.375 2,055.09
385,000.00
CARY NC 27511 1 11/30/95
00
0380325895 03 01/01/96
0
1577023656 O 12/01/10
0
1472019 074/728 F 450,000.00
ZZ
BRUGIONI DANIEL 180 448,655.79
1
5825 S GILPIN COURT 7.625 4,203.59
53
7.375 4,203.59
850,000.00
LITTLETON CO 80121 4 12/11/95
00
0380330382 05 02/01/96
0
1579015411 O 01/01/11
0
1472022 074/728 F 249,000.00
ZZ
ARMSTRONG BRUCE 180 245,981.88
1
401 10TH STREET 7.500 2,308.27
69
7.250 2,308.27
366,000.00
WILMETTE IL 60091 2 11/22/95
00
0380325879 05 01/01/96
0
1583014514 O 12/01/10
0
1472024 074/728 F 560,000.00
ZZ
FUHRMAN THOMAS R 180 556,532.14
1
4430 SANTA MARIA STREET 7.250 5,112.04
80
7.000 5,112.04
700,000.00
CORAL GABLES FL 33146 1 11/30/95
00
0380328485 05 01/01/96
0
1592017535 O 12/01/10
0
1
1472025 074/728 F 292,000.00
ZZ
DIAZ JOSE L 180 291,098.61
1
9602 SW 69 PLACE 7.250 2,665.56
80
7.000 2,665.56
365,000.00
MIAMI FL 33156 2 12/20/95
00
0380325630 05 02/01/96
0
1592019665 O 01/01/11
0
1472027 074/728 F 243,900.00
ZZ
SUMNER CHARLES M 180 243,155.28
1
314 CHANDLERS WHARF 7.375 2,243.69
80
7.125 2,243.69
304,876.00
PORTLAND ME 04101 1 12/07/95
00
0380330127 01 02/01/96
0
1811055544 O 01/01/11
0
1472053 405/405 F 85,000.00
ZZ
MA CARRIE 180 83,741.70
1
111 SOUTH OAK KNOLL #106 7.875 806.19
46
7.625 806.19
185,000.00
PASADENA CA 91106 1 08/14/95
00
3707841 01 10/01/95
0
3707841 O 09/01/10
0
1472054 405/405 F 144,000.00
ZZ
KOCH ALFRED J 180 141,868.36
1
2909 GLOBE AVENUE 7.875 1,365.77
50
7.625 1,365.77
290,000.00
THOUSAND OAKS CA 91360 2 08/29/95
00
3747839 05 10/01/95
0
3747839 O 09/01/10
0
1472055 405/405 F 140,000.00
ZZ
NGUYEN WILLIAM H 180 139,142.41
1
3869 SANTA LUCIA STREET 7.375 1,287.90
50
7.125 1,287.90
279,950.00
SIMI VALLEY CA 93063 1 11/09/95
00
3789476 05 01/01/96
0
3789476 O 12/01/10
0
1472056 405/405 F 245,000.00
ZZ
DE LORENZO DARIEN A 180 243,531.65
1
1
207 DAY STREET 7.625 2,288.62
68
7.375 2,288.62
365,000.00
SAN FRANCISCO CA 94131 2 11/06/95
00
3794625 05 01/01/96
0
3794625 O 12/01/10
0
1472058 405/405 F 291,750.00
ZZ
HUANG CHINE-HO 180 290,849.38
1
20605 LADEENE AVENUE 7.250 2,663.28
75
7.000 2,663.28
389,000.00
TORRANCE CA 90503 2 12/15/95
00
3834389 05 02/01/96
0
3834389 O 01/01/11
0
1472059 405/405 F 277,000.00
ZZ
NELSON GARY L 180 277,000.00
1
851 GROVE VIEW ROAD 7.500 2,567.83
62
7.250 2,567.83
450,000.00
OCEANSIDE CA 92057 2 01/10/96
00
3844644 05 03/01/96
0
3844644 O 02/01/11
0
1472060 405/405 F 224,300.00
ZZ
CLOUGH DAVID E 180 224,300.00
1
600 VALLEY LANE 7.875 2,127.38
75
7.625 2,127.38
302,000.00
BOULDER CO 80302 2 01/12/96
00
3847613 05 03/01/96
0
3847613 O 02/01/11
0
1472061 405/405 F 300,000.00
ZZ
LAMBERT ROBERT K 180 299,063.75
1
22136 OAK ORCHARD ROAD 7.125 2,717.50
75
6.875 2,717.50
400,000.00
NEWHALL (AREA) CA 91321 1 12/15/95
00
3827110 05 02/01/96
0
3827110 O 01/01/11
0
1472133 637/728 F 285,000.00
ZZ
RIGGS JR CARL D 180 284,148.67
1
3203 FAIR OAKS AVE 7.625 2,662.27
78
7.375 2,662.27
370,000.00
TAMPA FL 33611 2 12/20/95
00
0380329087 05 02/01/96
0
1
4632717 O 01/01/11
0
1472138 637/728 F 314,000.00
ZZ
MERGELE SCOTT E 180 314,000.00
1
4540 CIMARRON ROAD 7.250 2,866.39
90
7.000 2,866.39
351,000.00
LAS VEGAS NV 89129 2 01/10/96
10
0380328998 05 03/01/96
25
4781365 O 02/01/11
0
1472272 560/560 F 612,000.00
R
HOPKINS DEBORAH C 180 608,127.08
1
103 MANORWOOD 7.000 5,500.83
90
6.750 5,500.83
680,000.00
BLOOMFIELD HILL MI 48301 1 11/15/95
04
450271051 05 01/01/96
25
450271051 O 12/01/10
0
1472273 560/560 F 219,150.00
ZZ
PERRY ALAN W 180 217,807.59
1
3207 OAKMONT DRIVE 7.375 2,016.01
63
7.125 2,016.01
350,000.00
SUGAR LAND TX 77479 2 11/21/95
00
450280300 03 01/01/96
0
450280300 O 12/01/10
0
1472275 560/560 F 215,200.00
R
LABAIR LARRY V 180 214,528.40
1
3630 WINGTIP CT 7.125 1,949.35
80
6.875 1,949.35
269,000.00
LAKE ORION MI 48360 1 12/13/95
00
450292388 01 02/01/96
0
450292388 O 01/01/11
0
1472276 560/560 F 365,000.00
ZZ
BROWN E K 180 363,933.47
1
28006 OAKSHIRE DRIVE 7.875 3,461.84
67
7.625 3,461.84
549,000.00
CARMEL CA 93923 2 12/01/95
00
450292727 03 02/01/96
0
450292727 O 01/01/11
0
1
1472277 560/560 F 986,000.00
ZZ
HEADRICK ROGER L 180 980,994.40
1
1480 BRACKETTS POINT ROAD 7.000 8,862.45
50
6.750 8,862.45
2,000,000.00
ORONO MN 55391 2 12/15/95
00
450298484 05 02/01/96
0
450298484 O 01/01/11
0
1472278 560/560 F 260,950.00
ZZ
BILLINGSLEY TERRY S 180 260,161.90
1
821 RIVER ROCK CIRCLE 7.500 2,419.04
87
7.250 2,419.04
300,000.00
THOUSAND OAKS CA 91362 2 12/08/95
10
450302351 01 02/01/96
25
450302351 O 01/01/11
0
1472279 560/560 F 480,000.00
ZZ
SLONIM AARON C 180 478,550.34
1
99 CEDAR DRIVE 7.500 4,449.66
80
7.250 4,449.66
600,000.00
GREAT NECK NY 11021 1 12/26/95
00
450302427 05 02/01/96
0
450302427 O 01/01/11
0
1472280 560/560 F 96,500.00
ZZ
GELLER JEROME C 180 96,208.56
1
11911 NW 30TH COURT 7.500 894.57
71
7.250 894.57
136,500.00
CORAL SPRINGS FL 33065 1 12/18/95
00
450302716 05 02/01/96
0
450302716 O 01/01/11
0
1472281 560/560 F 250,000.00
ZZ
MARSHALL MICHAEL J 180 249,261.39
1
15 SHEPHERD HILL ROAD 7.750 2,353.19
79
7.500 2,353.19
320,000.00
BEDFORD NH 03110 2 12/19/95
00
450303516 05 02/01/96
0
450303516 O 01/01/11
0
1472282 560/560 F 639,200.00
ZZ
SOLOMON MICHAEL S 180 637,161.35
1
5237 NORTH NEWCASTLE LANE 6.875 5,700.73
80
6.625 5,700.73
800,000.00
1
CALABASAS CA 91302 1 12/26/95
00
450303607 05 02/01/96
0
450303607 O 01/01/11
0
1472283 560/560 F 330,000.00
ZZ
O'NEIL JAMES E 180 329,014.25
1
9450 SAN DIEGO AVENUE NE 7.625 3,082.63
75
7.375 3,082.63
440,000.00
ALBUQUERQUE NM 87122 5 12/22/95
00
450305784 03 02/01/96
0
450305784 O 01/01/11
0
1472285 560/560 F 160,000.00
ZZ
CHEEK JR CLYDE A 180 159,522.06
1
3300 MARBLEHEAD LANE 7.625 1,494.61
61
7.375 1,494.61
265,000.00
RALEIGH NC 27612 2 12/22/95
00
450308473 05 02/01/96
0
450308473 O 01/01/11
0
1472286 560/560 F 292,500.00
ZZ
RASTATTER PATRICK C 180 286,788.32
1
3121 NE 57TH STREET 7.750 2,753.24
64
7.500 2,753.24
460,000.00
FORT LAUDERDALE FL 33308 2 12/22/95
00
450308879 05 02/01/96
0
450308879 O 01/01/11
0
1472287 560/560 F 280,000.00
ZZ
MURRAY JAMES D 180 280,000.00
1
1146 RIDGE WAY DR 7.000 2,516.72
65
6.750 2,516.72
435,000.00
ROCHESTER MI 48307 1 01/02/96
00
450310925 05 03/01/96
0
450310925 O 02/01/11
0
1472314 367/367 F 250,498.77
ZZ
SANCHEZ ALFONSO J 143 249,400.42
1
13600 VALLEY DRIVE 7.375 2,637.87
61
7.125 2,637.87
415,000.00
ROCKVILLE MD 20850 1 01/17/96
00
75107451 05 02/01/96
0
75107451 O 12/01/07
0
1
1472323 439/728 F 350,000.00
ZZ
SCHWARTZ HOWARD 180 350,000.00
1
51 GROVE HILL AVENUE SOUTH 7.875 3,319.57
74
7.625 3,319.57
472,972.00
SAN ANSELMO CA 94960 2 01/04/96
00
0380326893 05 03/01/96
0
1833143 O 02/01/11
0
1472339 729/728 F 280,000.00
ZZ
KHADEM RIAZ 180 280,000.00
1
143 TRILLIUM REACH 7.375 2,575.79
85
7.125 2,575.79
332,900.00
PEACHTREE CITY GA 30269 1 01/05/96
10
0380331182 05 03/01/96
6
1182732 O 02/01/11
0
1472582 439/728 F 650,000.00
ZZ
CIFFONE, JR DONALD L 180 650,000.00
1
14553 VIA DE MARCOS 7.375 5,979.50
50
7.125 5,979.50
1,300,000.00
SARATOGA CA 95070 4 01/08/96
00
0380326232 05 03/01/96
0
18342105 O 02/01/11
0
1472625 736/728 F 190,000.00
ZZ
HUYNH STEVEN 180 190,000.00
1
1140 ADRIAN WAY 7.250 1,734.44
75
7.000 1,734.44
255,000.00
SAN RAFAEL CA 94903 1 01/22/96
00
0380331323 05 03/01/96
0
460248 O 02/01/11
0
1472808 640/640 F 230,000.00
ZZ
GADBERRY GARY L 180 229,297.72
1
1027 RIVER BEND ROAD 7.375 2,115.82
46
7.125 2,115.82
500,000.00
CHATTANOOGA TN 37419 5 12/22/95
00
5609540 05 02/01/96
0
5609540 O 01/01/11
0
1472906 550/550 F 300,000.00
ZZ
MANGUS RODNEY C 180 300,000.00
1
1
11 DOVER COURT 7.250 2,738.59
43
7.000 2,738.59
700,000.00
ORINDA CA 94563 1 01/19/96
00
120187419 05 03/01/96
0
120187419 O 02/01/11
0
1472945 562/728 F 130,000.00
ZZ
WALTER WILLIAM E 180 130,000.00
2
47 GEORGE AVENUE 7.625 1,214.37
50
7.375 1,214.37
260,000.00
PEARL RIVER NY 10965 2 01/23/96
00
0380329400 05 03/01/96
0
503391 O 02/01/11
0
1473445 403/403 F 450,000.00
ZZ
SPREADBURY PETER E 180 450,000.00
1
56 CLAPBOARD RIDGE ROAD 7.500 4,171.56
12
7.250 4,171.56
4,000,000.00
GREENWICH CT 06830 5 01/23/96
00
6421127 05 03/01/96
0
6421127 O 02/01/11
0
1473628 429/429 F 232,500.00
ZZ
CHEN RU-LIN 180 231,121.75
1
1711 CRESTVIEW DRIVE 7.750 2,188.47
75
7.500 2,188.47
310,000.00
ROCKVILLE MD 20854 5 11/03/95
00
21293493 05 01/01/96
0
21293493 O 12/01/10
0
1473633 429/429 F 380,000.00
ZZ
KAUFMAN ROBERT M 180 375,416.07
1
15 DOVER FARM ROAD 7.625 3,549.70
75
7.375 3,549.70
512,000.00
MEDFIELD MA 02052 2 09/21/95
00
21162599 05 11/01/95
0
21162599 O 10/01/10
0
1473755 943/728 F 222,300.00
ZZ
ODERMATT GENE W 180 221,650.44
1
5531 NW TIMBEREDGE DRIVE 7.875 2,108.40
80
7.625 2,108.40
277,900.00
TOPEKA KS 66618 2 12/08/95
00
0380335613 05 02/01/96
0
1
5080029709 O 01/01/11
0
1473760 943/728 F 303,920.00
ZZ
MC BRIDE ALAN W 180 298,205.17
1
4103 WEST MANOR CIRCLE 7.250 2,774.37
80
7.000 2,774.37
379,900.00
MEQUON WI 53092 1 07/12/95
00
0380335621 03 09/01/95
0
5080027038 O 08/01/10
0
1473761 943/728 F 260,000.00
ZZ
HARO FRANCISCOT 180 260,000.00
1
2097 HOOVER DRIVE 7.500 2,410.23
80
7.250 2,410.23
325,000.00
SANTA CLARA CA 95051 2 01/02/96
00
0380335639 05 03/01/96
0
5080030830 O 02/01/11
0
1473982 998/998 F 288,000.00
ZZ
NAHMI LEONARD G 180 287,120.62
1
732 36TH STREET 7.375 2,649.38
68
7.125 2,649.38
425,000.00
MANHATTAN BEACH CA 90266 2 12/22/95
00
59543348 05 02/01/96
0
59543348 O 01/01/11
0
1474029 299/728 F 270,000.00
ZZ
DAVIDSON SCOT W 180 268,328.00
1
27701 NE 66TH WAY 7.250 2,464.73
56
7.000 2,464.73
490,000.00
CAMAS WA 98607 5 11/08/95
00
0380335118 05 01/01/96
0
295348 O 12/01/10
0
1474031 405/405 F 430,000.00
ZZ
SIMPSON STEVEN R 180 430,000.00
1
88 WELLINGTON AVENUE 8.000 4,109.31
79
7.750 4,109.31
550,000.00
ROSS CA 94957 2 01/18/96
00
3852134 05 03/01/96
0
3852134 O 02/01/11
0
1
TOTAL NUMBER OF LOANS : 387
TOTAL ORIGINAL BALANCE : 120,347,860.37
TOTAL PRINCIPAL BALANCE : 119,444,684.72
TOTAL ORIGINAL P+I : 1,127,103.15
TOTAL CURRENT P+I : 1,127,103.15
***************************
* END OF REPORT *
***************************
RUN ON : 02/21/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 13.07.24 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S5
CUTOFF : 02/01/96
POOL : 0004197
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
ORIG RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST SPREAD RATE STRIP
- -----------------------------------------------------------------
- --------------
1415492 .2500
287,461.70 .0800
8.3750 .0000
8.1250 .0000
8.0450 1.2950
6.7500 .0000
1421687 .2500
316,082.88 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1444019 .2500
409,530.78 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1444260 .2500
217,994.23 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1448930 .2500
235,895.36 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1451573 .2500
247,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1
1456697 .2500
238,592.84 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1456763 .2500
109,298.29 .0300
8.1250 .0000
7.8750 .0000
7.8450 1.0950
6.7500 .0000
1457681 .2500
266,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
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7.2500 .0000
7.2200 .4700
6.7500 .0000
1472016 .2500
318,039.81 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1472017 .2500
218,681.48 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1472019 .2500
448,655.79 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1
1472022 .2500
245,981.88 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1472024 .2500
556,532.14 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1472025 .2500
291,098.61 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1472027 .2500
243,155.28 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1472053 .2500
83,741.70 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1472054 .2500
141,868.36 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1472055 .2500
139,142.41 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1472056 .2500
243,531.65 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1
1472058 .2500
290,849.38 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1472059 .2500
277,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1472060 .2500
224,300.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1472061 .2500
299,063.75 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1472133 .2500
284,148.67 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1472138 .2500
314,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1472272 .2500
608,127.08 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1472273 .2500
217,807.59 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1
1472275 .2500
214,528.40 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1472276 .2500
363,933.47 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1472277 .2500
980,994.40 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1472278 .2500
260,161.90 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1472279 .2500
478,550.34 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1472280 .2500
96,208.56 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1472281 .2500
249,261.39 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1472282 .2500
637,161.35 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
1472283 .2500
329,014.25 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1472285 .2500
159,522.06 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1472286 .2500
286,788.32 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1472287 .2500
280,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1472314 .2500
249,400.42 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1472323 .2500
350,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1472339 .2500
280,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1472582 .2500
650,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1
1472625 .2500
190,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1472808 .2500
229,297.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1472906 .2500
300,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1472945 .2500
130,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1473445 .2500
450,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1473628 .2500
231,121.75 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1473633 .2500
375,416.07 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1473755 .2500
221,650.44 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1
1473760 .2500
298,205.17 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1473761 .2500
260,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1473982 .2500
287,120.62 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1474029 .2500
268,328.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1474031 .2500
430,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
TOTAL NUMBER OF LOANS: 387
TOTAL BALANCE........: 119,444,684.72
1
RUN ON : 02/21/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 13.07.24 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S5 FIXED SUMMARY REPORT
CUTOFF : 02/01/96
POOL : 0004197
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 7.5962 6.5000
9.5000
RFC NET RATE 7.3325 6.2500
9.2500
NET MTG RATE(INVSTR RATE) 7.2751 6.1700
9.1700
POST SPREAD RATE 6.7400 6.1700
6.7500
SUB SERV FEE .2637 .2500
1.0000
MSTR SERV FEE .0573 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .5352 .0000
2.4200
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 387
TOTAL BALANCE........: 119,444,684.72
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended,
supplemented or otherwise modified from time to time, this
"Contract") is made this _________ day of _______, 19____, by and
between Residential Funding Corporation, its successors and
assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the
"parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to,
and/or service Loans for, Residential Funding, and Residential
Funding desires to purchase Loans from the Seller/Servicer and/or
have the Seller/Servicer service various of its Loans, pursuant
to
the terms of this Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together,
the "Guides").
NOW, THEREFORE, in consideration of the premises, and the
terms, conditions and agreements set forth below, the parties
agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and
read the Guides. All provisions of the Guides are incorporated
by
reference into and made a part of this Contract, and shall be
binding upon the parties; provided, however, that the
Seller/Servicer shall be entitled to sell Loans to and/or service
Loans for Residential Funding only if and for so long as it shall
have been authorized to do so by Residential Funding in writing.
Specific reference in this Contract to particular provisions of
the Guides and not to other provisions does not mean that those
provisions of the Guides not specifically cited in this Contract
are not applicable. All terms used herein shall have the same
meanings as such terms have in the Guides, unless the context
clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no
provision of this Contract may be waived or amended except in
writing signed by the party against whom enforcement is sought.
Such a written waiver or amendment must expressly reference this
Contract. However, by their terms, the Guides may be amended or
supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties
hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each
represents and warrants to the other that as of the date of this
Contract:
(1) Each party is duly organized, validly existing,
and in good standing under the laws of its
jurisdiction of organization, is qualified, if
necessary, to do business and in good standing
in each jurisdiction in which it is required to
be so qualified, and has the requisite power and
authority to enter into this Contract and all
other agreements which are contemplated by this
Contract and to carry out its obligations
hereunder and under the Guides and under such
other agreements.
(2) This Contract has been duly authorized, executed
and delivered by each party and constitutes a
valid and legally binding agreement of each
party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no basis therefor is
known to either party, that could affect the
validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any
obligation under this Contract is concerned,
neither party is in violation of any charter,
articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely
affects its capacity to fulfill any of its
obligations under this Contract. Its execution
of, and performance pursuant to, this Contract
will not result in a violation of any of the
foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and
covenants made by the Seller/Servicer pursuant to
subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties
and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which
authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer
Default shall occur, Residential Funding may, at its option,
exercise one or more of those remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is
acting as an agent of Residential Funding. The Seller/Servicer
shall, at all times, act as an independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all
prior Seller Contracts or Servicer Contracts between the parties
except that any subservicing agreement executed by the
Seller/Servicer in connection with any loan-security exchange
transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole
or in part, by the Seller/Servicer without the prior written
consent of Residential Funding. Residential Funding may sell,
assign, convey, hypothecate, pledge or in any other way transfer,
in whole or in part, without restriction, its rights under this
Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that
are to be given under this Contract shall be in writing,
addressed
to the appropriate parties and sent by telefacsimile or by
overnight courier or by United States mail, postage prepaid, to
the addresses and telefacsimile numbers specified below.
However,
another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements
of
this paragraph 8, or Residential Funding pursuant to an amendment
to the Guides.
If to Residential Funding, notices must be sent to the
appropriate
address or telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction
of any state or federal court located in Hennepin County,
Minnesota, over any action, suit or proceeding to enforce or
defend any right under this Contract or otherwise arising from
any
loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that
all
claims in respect of any such action or proceeding may be heard
or
determined in such state or federal court. Each of the parties
irrevocably waives the defense of an inconvenient forum to the
maintenance of any such action or proceeding and any other
substantive or procedural rights or remedies it may have with
respect to the maintenance of any such action or proceeding in
any
such forum. Each of the parties agrees that a final judgment in
any such action or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in
any other manner provided by law. Each of the parties further
agrees not to institute any legal actions or proceedings against
the other party or any director, officer, employee, attorney,
agent or property of the other party, arising out of or relating
to this Contract in any court other than as hereinabove specified
in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by
reference herein, constitutes the entire understanding between
the
parties hereto and supersedes all other agreements, covenants,
representations, warranties, understandings and communications
between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not
be construed as part of this Contract. Any provision of this
Contract that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction, and,
to this end, the provisions hereof are severable. This Contract
shall be governed by, and construed and enforced in accordance
with, applicable federal laws and the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this
Seller/Servicer Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage
Loans held by you for the referenced pool, we request the release
of the Mortgage Loan File described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid
in
Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in
connection with such payments which are required to be deposited
have been or will be so deposited as provided in the Pooling and
Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check
off documents being enclosed with a copy of this form. You
should
retain this form for your files in accordance with the terms of
the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage
or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the Mortgage Pass-Through
Certificates, Series 1996-S5, Class R (the "Owner")), a [savings
institution] [corporation] duly organized and existing under the
laws of [the State of __________________] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) will endeavor to remain other
than a disqualified organization for so long as it retains its
ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit
and agreement in substantially the same form as this affidavit
and
agreement. (For this purpose, a "disqualified organization" means
the United States, any state or political subdivision thereof,
any
agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such
governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax
unless such organization is subject to the tax on unrelated
business taxable income).
3. That the Owner is aware (i) of the tax that would
be imposed on transfers of Class R Certificates to disqualified
organizations under the Code, that applies to all transfers of
Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for
a
disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit
that the transferee is not a disqualified organization and, at
the
time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class R Certificates
may
be "noneconomic residual interests" within the meaning of
Treasury
regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable
for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to
impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time
during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common
trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Purchaser is not an employee benefit plan or
other plan subject to the prohibited transaction provisions of
the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code"), or an investment manager, named
fiduciary
or a trustee of any such plan, or any other Person acting,
directly or indirectly, on behalf of or purchasing any
Certificate
with "plan assets" of any such plan.
6. That the Owner is aware that the Trustee will not
register the transfer of any Class R Certificates unless the
transferee, or the transferee's agent, delivers to it an
affidavit
and agreement, among other things, in substantially the same form
as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set
forth on the face of the Class R Certificates and the provisions
of Section 5.02(f) of the Pooling and Servicing Agreement under
which the Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
8. That the Owner consents to any additional
restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to
ensure
that the Class R Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is
______________.
10. This affidavit and agreement relates only to the
Class R Certificates held by the Owner and not to any other
holder
of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the
transfer of any of the Class R Certificates by the Owner is or
will be to impede the assessment or collection of any tax.
12. That the Owner has no present knowledge or
expectation that it will be unable to pay any United States taxes
owed by it so long as any of the Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the
benefit
of the person from whom it acquired the Class R Certificate that
the Owner intends to pay taxes associated with holding such Class
R Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by
the
Class R Certificate.
13. That the Owner has no present knowledge or
expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class R
Certificates remain outstanding.
14. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to the
authority
of its Board of Directors, by its [Title of Officer] and its
corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who
executed
the foregoing instrument and to be the [Title of Officer] of the
Owner, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____
day of _______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
Re: Mortgage Pass-Through Certificates,
Series 1996-S5, 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-S5, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of February 1, 1996 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential
Funding
Corporation, as master servicer, and The First National Bank of
Chicago, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and
the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a transfer
affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition
of
the Purchaser as contemplated by Treasury Regulations Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the
Seller has determined that the Purchaser has historically paid
its
debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the
transfer of a Class R Certificate may not be respected for United
States income tax purposes (and the Seller may continue to be
liable for United States income taxes associated therewith)
unless
the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
RE: Mortgage Pass-Through Certificates,
Series 1996-S5, Class
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller")
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1996-S5, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
February 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and The First National Bank of Chicago, as
trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and the Trustee
that:
[1. The Purchaser understands that (a) the
Certificates have not been and will not be registered
or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b)
the Company is not required to so register or qualify
the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or
if an exemption from such registration and
qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding
the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing
effect.]
[2. The Purchaser is acquiring the
Certificates for its own account for investment only
and not with a view to or for sale in connection with
any distribution thereof in any manner that would
violate the Act or any applicable state securities
laws.]
[3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters related
to securities similar to the Certificates, such that
it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.]
[4. The Purchaser has been furnished with,
and has had an opportunity to review (a) [a copy of
the Private Placement Memorandum, dated
___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and
the Company as has been requested by the Purchaser
from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from such
review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did
not purchase the Certificates from the Seller in
connection with the initial distribution of the
Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it
by the Seller, that the Memorandum was prepared by the
Company solely for use in connection with the Original
Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b)
any information, development or event arising after
the date of the Memorandum.]]
[5. The Purchaser has not and will not nor
has it authorized or will it authorize any person to
(a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any
Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or
to accept a pledge, disposition of other transfer of
any Certificate, any interest in any Certificate or
any other similar security from any person in any
manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any
Certificate or any other similar security with any
person in any manner, (d) make any general
solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will
not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.]
[6][1]. The Purchaser is not an employee benefit
or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the
"Code"), or any other person (including an investment
manager, a named fiduciary or a trustee of any such
plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any
such plan, and understands that registration of
transfer of any Certificate to any such plan, or to
any person acting on behalf of or purchasing any
Certificate with "plan assets" of any such plan, may
not be made unless such plan or person delivers an
opinion of its counsel, addressed and satisfactory to
the Trustee, the Company and the Master Servicer, to
the effect that the purchase and holding of a
Certificate by, on behalf of, or with "plan assets" of
any such plan is permissible under applicable law,
will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the
Company, the Master Servicer or the Trustee to any
obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Pooling and
Servicing Agreement.
[7. The Purchaser is not a non-United States
person.]
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
Re: Mortgage Pass-Through Certificates,
Series 1996-S5, 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-S5, Class (the "Certificates"),
issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of February 1, 1996 among
Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred
any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited
any offer to buy or to accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or
any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) has made any general
solicitation by means of general advertising or in any other
manner, or (e) has taken any other action, that (as to any of (a)
through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the "Act"), that
would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the foregoing
sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the
"Seller"), intends to transfer the Rule 144A Securities described
above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance
with the agreements pursuant to which the Rule 144A Securities
were issued, the Seller hereby certifies the following facts:
Neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A
Securities,
any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect
to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration
pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other than the Buyer or another
"qualified institutional buyer" as defined in Rule 144A under the
1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee and the Master Servicer
(as defined in the Pooling and Servicing Agreement (the
"Agreement"), dated as of February 1, 1996 among Residential
Funding Corporation as Master Servicer, Residential Funding
Mortgage Securities I, Inc. as seller pursuant to Section 5.02 of
the Agreement and The First National Bank of Chicago as trustee,
as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or
the securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to
the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render
the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to
the Rule 144A Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the 1933
Act and has completed either of the forms of certification
to that effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only
(i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee, Master Servicer and the
Company that either (1) the Buyer is (A) not an employee benefit
plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), or
a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case) is subject
to ERISA or Section 4975 of the Code (both a "Plan"), and (B) is
not directly or indirectly purchasing the Rule 144A Securities on
behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, or (2) the Buyer
understands that registration of transfer of any Rule 144A
Securities to any Plan, or to any Person acting on behalf of or
purchasing any such Certificate with "plan assets" of any Plan,
may not be made unless such Plan or Person, including the Buyer,
delivers an opinion of its counsel, addressed and satisfactory to
the Trustee, the Company and the Master Servicer, to the effect
that the purchase and holding of the Rule 144A Securities by, on
behalf of or with "plan assets" of such Plan is permissible under
applicable law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, and will not subject the Company, the Master
Servicer
or the Trustee to any obligation or liability (including
liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.]
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to
be an original; such counterparts, together, shall constitute one
and the same document.
IN WITNESS WHEREOF, each of the parties has executed
this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in
connection
with
the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer
is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933 ("Rule 144A") because
(i) the Buyer owned and/or invested on a discretionary basis
$______________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.
___ Corporation, etc. The Buyer is a corporation (other
than
a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking
commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at
least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached
hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution,
which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered
pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a
similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established
and
maintained by a State, its political subdivisions, or
any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan
within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is
a
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include
(i) securities of issuers that are affiliated with the Buyer,
(ii)
securities that are part of an unsold allotment to or
subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer
and
did not include any of the securities referred to in the
preceding
paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments
of
such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule
144A and understands that the seller to it and other parties
related to the Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question is "no",
the
Buyer agrees that, in connection with any purchase of securities
sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a
current representation letter from such third party or taken
other
appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in
connection with the Rule 144A Investment Representation to which
this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of
the
Buyer or, if the Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of
1933
("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is
a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the
Buyer alone, or the Buyer's Family of Investment Companies, owned
at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of
Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as
used herein means two or more registered investment companies (or
series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the
Buyer or are part of the Buyer's Family of Investment Companies,
(ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this certification
is made are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase
for the Buyer's own account.
6. The undersigned will notify each of the parties
to which this certification is made of any changes in the
information and conclusions herein. Until such notice, the
Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(e) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject to subsection (c) below, prior to
the later of the third Business Day prior to each Distribution
Date or the related Determination Date, the Master Servicer shall
determine whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which
will not be Advances or Subservicer Advances that were made with
respect to delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an
amount equal to the amount of any Advances or Subservicer
Advances
reimbursed pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in
the
same manner as if such amount were to be distributed pursuant to
Section 4.02(a).
(b) Subject to subsection (c) below, prior to the
later of the third Business Day prior to each Distribution Date
or
the related Determination Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to Section 4.05,
and, if so, the Master Servicer shall demand payment from
Residential Funding of the amount of such Realized Loss and shall
distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to
Section 4.02(a); provided, however, that the amount of such
demand
in respect of any Distribution Date shall in no event be greater
than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized
Loss or Losses not occurred plus (ii) the amount of the reduction
in the Certificate Principal Balances of the Class B Certificates
on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be
deemed
to have been borne by the Certificateholders and the Owner of the
Excess Spread for purposes of Section 4.05. Excess Special
Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses allocated to the Class B Certificates will
not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section
shall be made prior to the later of the third Business Day prior
to each Distribution Date or the related Determination Date by
the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections
(a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection
(d)
and (Y) the then outstanding Certificate Principal Balances of
the
Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as
described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any failure of Residential Funding to
make any payments hereunder and shall demand payment pursuant to
the limited guaranty (the "Limited Guaranty"), executed by
General
Motors Acceptance Corporation, of Residential Funding's
obligation
to make payments pursuant to this Section, in an amount equal to
the lesser of (i) the Amount Available and (ii) such required
payments, by delivering to General Motors Acceptance Corporation
a
written demand for payment by wire transfer, not later than the
second Business Day prior to the Distribution Date for such
month,
with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant
to this Section or amounts paid under the Limited Guaranty shall
be deposited directly in the Certificate Account, for
distribution
on the Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for either or both of the Limited
Guaranty or the Subordinate Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond, insurance policy or similar
instrument or a reserve fund; provided that (i) the Company
obtains (subject to the provisions of Section 10.01(f) as if the
Company was substituted for the Master Servicer solely for the
purposes of such provision) an Opinion of Counsel (which need not
be an opinion of Independent counsel) to the effect that
obtaining
such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve
fund will not cause either (a) any federal tax to be imposed on
the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860(F)(a)(1)
of
the Code or on "contributions after the startup date" under
Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is
outstanding, and (ii) no such substitution shall be made unless
(A) the substitute Limited Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then
current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that no
portion
of the fees, reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited
Guaranty
or Subordinate Certificate Loss Obligation (if not supported by
the Limited Guaranty) shall be rated at least the lesser of (a)
the rating of the long term debt obligations of General Motors
Acceptance Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation
from
each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and
(b)
the original rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the
substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a
legal, valid and binding obligation of the substitute guarantor
or
obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the
Limited Guaranty or Subordinate Certificate Loss Obligation under
any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the
provisions of this Article XII may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate
Loss
Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental
to the matters described in this Article XII may be amended in
any
manner; in each case by written instrument executed or consented
to by the Company and Residential Funding but without the consent
of any Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as
applicable; provided that the Company shall also obtain a letter
from each nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company to the
effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B Certificates by such rating agency,
unless
(A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in
accordance with Section 11.01(e) and, provided further that the
Company obtains (subject to the provisions of Section 10.01(f) as
if the Company was substituted for the Master Servicer solely for
the purposes of such provision), in the case of a material
amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate
Loss Obligation), an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such
amendment or supersession will not cause either (a) any federal
tax to be imposed on the Trust Fund, including without
limitation,
any federal tax imposed on "prohibited transactions" under
Section
860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code or (b) the Trust Fund
to fail to qualify as a REMIC at any time that any Certificate is
outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of
Counsel that such amendment complies with this Section 12.02.
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S5
, 199__
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
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 February 1, 1996 (the "Servicing
Agreement"), among Residential Funding Mortgage Securities I,
Inc.
(the "Company"), Residential Funding and The First National Bank
of Chicago (the "Trustee"), as amended by Amendment No. __
thereto, dated as of ______________, with respect to the Mortgage
Pass-Through Certificates, Series 1996-S5 (the "Certificates");
and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding agrees to make payments to the
Holders of the Class B Certificates with respect to certain
losses
on the Mortgage Loans as described in the Servicing Agreement;
and
WHEREAS, GMAC desires to provide certain assurances
with respect to the ability of Residential Funding to secure
sufficient funds and faithfully to perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding,
or to cause to be made available to Residential Funding), either
directly or through a subsidiary, in any case prior to the
related
Distribution Date, such moneys as may be required by Residential
Funding to perform its Subordinate Certificate Loss Obligation
when and as the same arises from time to time upon the demand of
the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause
(a) shall be absolute, irrevocable and unconditional and shall
not
be affected by the transfer by GMAC or any other person of all or
any part of its or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right
of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's obligations
under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section
12.01(f) of the Servicing Agreement, or (y) the termination of
the
Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay
on the part of Residential Funding, the Trustee or any other
person in asserting or enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise
of
any such rights shall not preclude any other or further exercise
of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and
any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on
the
part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as the Servicing Agreement is not modified or amended in any way
that might affect the obligations of GMAC under this Limited
Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly
provided herein, the guarantee herein set forth shall be binding
upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands
that a copy of this Limited Guaranty shall be delivered to the
Trustee in connection with the execution of Amendment No. 1 to
the
Servicing Agreement and GMAC hereby authorizes the Company and
the
Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective officers
thereunto duly authorized as of the day and year first above
written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S5
Re: Mortgage Pass-Through Certificates, Series 1996-S5
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 February 1, 1996 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential
Funding
Corporation, as master servicer, and the Trustee, as trustee.
All
terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The
Lender hereby certifies, represents and warrants to, and
covenants
with, the Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is
intended
to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed
assignment
will be modified to have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior
to
such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1469151 247,515.79 6.17 0.085925925926 21,268.02
1469153 313,912.30 6.17 0.085925925926 26,973.21
1469746 68,972.75 6.295 0.067407407407 4,649.27
1469749 213,809.25 6.42 0.048888888889 10,452.90
1470733 41,241.96 6.52 0.034074074074 1,405.28
1462041 339,434.91 6.545 0.03037037037 10,308.76
1469725 237,676.19 6.545 0.03037037037 7,218.31
1469742 220,632.22 6.545 0.03037037037 6,700.68
1469747 268,702.59 6.545 0.03037037037 8,160.60
1469748 220,366.15 6.545 0.03037037037 6,692.60
1471891 299,043.18 6.545 0.03037037037 9,082.05
1468218 440,590.29 6.595 0.022962962963 10,117.26
1470885 246,810.98 6.595 0.022962962963 5,667.51
1470896 286,400.00 6.595 0.022962962963 6,576.59
1472282 637,161.35 6.595 0.022962962963 14,631.11
1469738 257,932.94 6.66 0.013333333333 3,439.11
1448930 235,895.36 6.67 0.011851851852 2,795.80
1462055 77,804.58 6.67 0.011851851852 922.13
1467952 199,369.01 6.67 0.011851851852 2,362.89
1469013 337,500.00 6.67 0.011851851852 4,000.00
1469510 62,300.00 6.67 0.011851851852 738.37
1469759 319,130.93 6.67 0.011851851852 3,782.29
1470888 228,643.87 6.72 0.004444444444 1,016.19
1472272 608,127.08 6.72 0.004444444444 2,702.79
1472277 980,994.40 6.72 0.004444444444 4,359.98
1472287 280,000.00 6.72 0.004444444444 1,244.44
$7,669,968.08 0.023111980728 $177,268.15
