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) April 29, 1996
Residential Funding Mortgage Securities I, Inc. (as company under
a Pooling and Servicing Agreement dated as of April 1, 1996
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1996-S12)
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)
Exhibit Index Located on Page 2
Items 1 through 6 and Item 8 are not included because they are
not
applicable.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies) - The following
execution copies of Exhibits to the Form S-3 Registration
Statement of the Registrant are hereby filed:
Sequentially
Exhibit Numbered
Number Exhibit Page
10.1 Pooling and Servicing Agreement, dated
as of April 1, 1996 among Residential
Funding Mortgage Securities I, Inc.,
as company, Residential Funding Corporation,
as master servicer, and Bankers Trust Company,
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: April 29, 1996
Exhibit 10.1
Pooling and Servicing Agreement
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S12
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . . 2
Accrued Certificate Interest . . . . . . . 2
Adjusted Mortgage Rate . . . . . . . . . . 2
Adjustment Date. . . . . . . . . . . . . . 2
Advance. . . . . . . . . . . . . . . . . . 2
Affiliate. . . . . . . . . . . . . . . . . 2
Agreement. . . . . . . . . . . . . . . . . 2
Amount Held for Future
Distribution. . . . . . . . . . . . . 2
Appraised Value. . . . . . . . . . . . . . 3
Assignment . . . . . . . . . . . . . . . . 3
Assignment Agreement:. . . . . . . . . . . 3
Assignment of Proprietary Lease. . . . . . 3
Available Distribution Amount. . . . . . . 3
Bankruptcy Code. . . . . . . . . . . . . . 4
Bankruptcy Loss. . . . . . . . . . . . . . 4
Book-Entry Certificate . . . . . . . . . . 4
Business Day . . . . . . . . . . . . . . . 4
Buydown Funds. . . . . . . . . . . . . . . 4
Buydown Mortgage Loan. . . . . . . . . . . 4
Cash Liquidation . . . . . . . . . . . . . 4
Certificate. . . . . . . . . . . . . . . . 4
Certificate Account. . . . . . . . . . . . 4
Certificate Account Deposit Date . . . . . 5
Certificateholder or Holder. . . . . . . . 5
Certificate Insurer Premium. . . . . . . . 5
Certificate Insurer Premium Rate . . . . . 5
Certificate Owner. . . . . . . . . . . . . 5
Certificate Principal Balance. . . . . . . 5
Certificate Register and Certificate
Registrar . . . . . . . . . . . . . . . . . . . 6
Class. . . . . . . . . . . . . . . . . . . 6
Class A Certificate. . . . . . . . . . . . 6
Class R Certificate. . . . . . . . . . . . 6
Closing Date . . . . . . . . . . . . . . . 6
Code . . . . . . . . . . . . . . . . . . . 6
Compensating Interest. . . . . . . . . . . 6
Converted Mortgage Loan. . . . . . . . . . 6
Convertible Mortgage Loan. . . . . . . . . 6
Converting Mortgage Loan . . . . . . . . . 7
Cooperative. . . . . . . . . . . . . . . . 7
Cooperative Apartment. . . . . . . . . . . 7
Cooperative Lease. . . . . . . . . . . . . 7
Cooperative Loans. . . . . . . . . . . . . 7
Cooperative Stock. . . . . . . . . . . . . 7
Cooperative Stock Certificate. . . . . . . 7
Corporate Trust Office . . . . . . . . . . 7
Cumulative Insurance Payments. . . . . . . 7
Curtailment. . . . . . . . . . . . . . . . 8
Custodial Account. . . . . . . . . . . . . 8
Custodial Agreement. . . . . . . . . . . . 8
Custodian. . . . . . . . . . . . . . . . . 8
Cut-off Date . . . . . . . . . . . . . . . 8
Cut-off Date Principal Balance . . . . . . 8
Debt Service Reduction . . . . . . . . . . 8
Deficiency Amount. . . . . . . . . . . . . 8
Deficient Valuation. . . . . . . . . . . . 8
Definitive Certificate . . . . . . . . . . 9
Deleted Mortgage Loan. . . . . . . . . . . 9
Depository . . . . . . . . . . . . . . . . 9
Depository Participant . . . . . . . . . . 9
Destroyed Mortgage Note. . . . . . . . . . 9
Determination Date . . . . . . . . . . . . 9
Disqualified Organization. . . . . . . . . 9
Distribution Date. . . . . . . . . . . . . 9
Due Date . . . . . . . . . . . . . . . . . 10
Due Period . . . . . . . . . . . . . . . . 10
Eligible Account . . . . . . . . . . . . . 10
Event of Default . . . . . . . . . . . . . 10
Excess Cash Flow . . . . . . . . . . . . . 10
Extraordinary Events . . . . . . . . . . . 10
Extraordinary Losses . . . . . . . . . . . 11
FDIC . . . . . . . . . . . . . . . . . . . 11
FHLMC. . . . . . . . . . . . . . . . . . . 11
Final Distribution Date. . . . . . . . . . 11
Fitch. . . . . . . . . . . . . . . . . . . 11
FNMA . . . . . . . . . . . . . . . . . . . 11
Foreclosure Profits. . . . . . . . . . . . 11
Fraud Losses . . . . . . . . . . . . . . . 12
Independent. . . . . . . . . . . . . . . . 12
Index. . . . . . . . . . . . . . . . . . . 12
Initial Certificate Principal
Balance . . . . . . . . . . . . . . . . . . . . 12
Insurance Account. . . . . . . . . . . . . 12
Insurance Agreement. . . . . . . . . . . . 12
Insurance Proceeds . . . . . . . . . . . . 12
Insured Payment. . . . . . . . . . . . . . 13
Insurer. . . . . . . . . . . . . . . . . . 13
Insurer Default. . . . . . . . . . . . . . 13
Interest Accrual Period. . . . . . . . . . 13
Late Collections . . . . . . . . . . . . . 13
Late Payment Rate. . . . . . . . . . . . . 13
LIBOR. . . . . . . . . . . . . . . . . . . 13
Liquidation Proceeds . . . . . . . . . . . 13
Loan-to-Value Ratio. . . . . . . . . . . . 14
Maturity Date. . . . . . . . . . . . . . . 14
Maximum Class A Rate . . . . . . . . . . . 14
Maximum Mortgage Rate. . . . . . . . . . . 14
Minimum Mortgage Rate. . . . . . . . . . . 14
Monthly Payment. . . . . . . . . . . . . . 14
Moody's. . . . . . . . . . . . . . . . . . 14
Mortgage . . . . . . . . . . . . . . . . . 14
Mortgage File. . . . . . . . . . . . . . . 15
Mortgage Loan Schedule . . . . . . . . . . 15
Mortgage Loans . . . . . . . . . . . . . . 16
Mortgage Note. . . . . . . . . . . . . . . 16
Mortgage Rate. . . . . . . . . . . . . . . 16
Mortgaged Property . . . . . . . . . . . . 16
Mortgagor. . . . . . . . . . . . . . . . . 16
Net Mortgage Rate. . . . . . . . . . . . . 16
Non-Primary Residence Loans. . . . . . . . 17
Non-United States Person . . . . . . . . . 17
Nonrecoverable Advance . . . . . . . . . . 17
Nonsubserviced Mortgage Loan . . . . . . . 17
Note Margin. . . . . . . . . . . . . . . . 17
Officers' Certificate. . . . . . . . . . . 17
Opinion of Counsel . . . . . . . . . . . . 17
Outstanding Mortgage Loan. . . . . . . . . 18
Ownership Interest . . . . . . . . . . . . 18
Pass-Through Rate. . . . . . . . . . . . . 18
Paying Agent . . . . . . . . . . . . . . . 18
Percentage Interest. . . . . . . . . . . . 18
Periodic Cap . . . . . . . . . . . . . . . 18
Permitted Investments. . . . . . . . . . . 18
Permitted Transferee . . . . . . . . . . . 19
Person . . . . . . . . . . . . . . . . . . 20
Policy . . . . . . . . . . . . . . . . . . 20
Pool Stated Principal Balance. . . . . . . 20
Prepayment Assumption. . . . . . . . . . . 20
Prepayment Interest Shortfall. . . . . . . 20
Prepayment Period. . . . . . . . . . . . . 20
Primary Insurance Policy . . . . . . . . . 20
Principal Distribution Amount. . . . . . . 20
Principal Prepayment . . . . . . . . . . . 21
Principal Prepayment in Full . . . . . . . 21
Program Guide. . . . . . . . . . . . . . . 22
Purchase Price . . . . . . . . . . . . . . 22
Qualified Substitute Mortgage Loan . . . . 22
Rate Adjustment Date . . . . . . . . . . . 22
Rating Agency. . . . . . . . . . . . . . . 22
Realized Loss. . . . . . . . . . . . . . . 22
Record Date. . . . . . . . . . . . . . . . 23
Relief Act . . . . . . . . . . . . . . . . 23
REMIC. . . . . . . . . . . . . . . . . . . 23
REMIC Administrator. . . . . . . . . . . . 23
REMIC Provisions . . . . . . . . . . . . . 23
REO Acquisition. . . . . . . . . . . . . . 24
REO Disposition. . . . . . . . . . . . . . 24
REO Imputed Interest . . . . . . . . . . . 24
REO Proceeds . . . . . . . . . . . . . . . 24
REO Property . . . . . . . . . . . . . . . 24
Request for Release. . . . . . . . . . . . 24
Required Insurance Policy. . . . . . . . . 24
Required Subordinated Amount . . . . . . . 24
Residential Funding. . . . . . . . . . . . 25
Responsible Officer. . . . . . . . . . . . 25
Security Agreement . . . . . . . . . . . . 25
Seller . . . . . . . . . . . . . . . . . . 25
Seller's Agreement . . . . . . . . . . . . 25
Servicing Accounts . . . . . . . . . . . . 25
Servicing Advances . . . . . . . . . . . . 25
Servicing Fee. . . . . . . . . . . . . . . 25
Servicing Fee Rate . . . . . . . . . . . . 26
Servicing Officer. . . . . . . . . . . . . 26
Special Hazard Loss. . . . . . . . . . . . 26
Standard & Poor's. . . . . . . . . . . . . 26
Stated Principal Balance . . . . . . . . . 26
Subordinated Amount. . . . . . . . . . . . 26
Subordination Deficiency Amount. . . . . . 26
Subordination Increase Amount. . . . . . . 27
Subordination Reduction Amount . . . . . . 27
Subserviced Mortgage Loan. . . . . . . . . 27
Subservicer. . . . . . . . . . . . . . . . 27
Subservicer Advance. . . . . . . . . . . . 27
Subservicing Account . . . . . . . . . . . 27
Subservicing Agreement . . . . . . . . . . 27
Subservicing Fee . . . . . . . . . . . . . 27
Tax Returns. . . . . . . . . . . . . . . . 27
Transfer . . . . . . . . . . . . . . . . . 28
Transferee . . . . . . . . . . . . . . . . 28
Transferor . . . . . . . . . . . . . . . . 28
Trust Fund . . . . . . . . . . . . . . . . 28
Uniform Single Attestation Program
for Mortgage Bankers. . . . . . . . . . . . . 28
Uninsured Cause. . . . . . . . . . . . . . 28
United States Person . . . . . . . . . . . 28
Unpaid Interest Shortfall. . . . . . . . . 29
Voting Rights. . . . . . . . . . . . . . . 29
Section 1.02. Determination of LIBOR.. . . . . . . . . . 29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . . . . . . 30
Section 2.02. Acceptance by Trustee. . . . . . . . . . . 35
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and
the Company. . . . . . . . . . . . . . . . 37
Section 2.04. Representations and Warranties of
Sellers. . . . . . . . . . . . . . . . . . 41
Section 2.05. Execution and Authentication of
Certificates . . . . . . . . . . . . . . . 43
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer . . . . 43
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations . . . . . . . . . . . 45
Section 3.03. Successor Subservicers . . . . . . . . . . 46
Section 3.04. Liability of the Master Servicer . . . . . 46
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders . . . . . . . . . . . . 46
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee . . . . 47
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial
Account. . . . . . . . . . . . . . . . . . 47
Section 3.08. Subservicing Accounts; Servicing
Accounts . . . . . . . . . . . . . . . . . 49
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans. . . . . . . . . . . . . . . . . . . 51
Section 3.10. Permitted Withdrawals from the
Custodial Account. . . . . . . . . . . . . 51
Section 3.11. Maintenance of the Primary Insurance
Policies;
Collections Thereunder . . . . . . . . . . 53
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. . . . . . 54
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments. . . . . . 55
Section 3.14. Realization Upon Defaulted Mortgage
Loans. . . . . . . . . . . . . . . . . . . 57
Section 3.15. Trustee to Cooperate; Release of
Mortgage Files . . . . . . . . . . . . . . 60
Section 3.16. Servicing and Other Compensation;
Compensating Interest. . . . . . . . . . . 61
Section 3.17. Reports to the Trustee and the
Company. . . . . . . . . . . . . . . . . . 62
Section 3.18. Annual Statement as to Compliance. . . . . 62
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . . . . . . 63
Section 3.21. Converted Mortgage Loans; Certain
Procedures and Purchasers. . . . . . . . . 64
Section 3.22. Administration of Buydown Funds. . . . . . 65
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . . . . . . 66
Section 4.02. Distributions. . . . . . . . . . . . . . . 67
Section 4.03. Statements to Certificateholders . . . . . 69
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances by
the Master Servicer. . . . . . . . . . . . 71
Section 4.05. Allocation of Realized Losses. . . . . . . 73
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property. . . . . 73
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans.. . . . . . . . . . . . . . . . . . . 74
Section 4.08. The Policy . . . . . . . . . . . . . . . . 74
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . . . . . . 75
Section 5.02. Registration of Transfer and Exchange
of Certificates. . . . . . . . . . . . . . 77
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates . . . . . . . . . . . . . . . 82
Section 5.04. Persons Deemed Owners. . . . . . . . . . . 82
Section 5.05. Appointment of Paying Agent. . . . . . . . 82
Section 5.06. Optional Purchase of Certificates. . . . . 83
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer. . . . . . . . . . 84
Section 6.02. Merger or Consolidation of the
Company or the Master
Servicer; Assignment of Rights and
Delegation of Duties
by Master Servicer . . . . . . . . . . . . 85
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others . . . . . . . . . . . . . . . . . . 86
Section 6.04. Company and Master Servicer Not to
Resign . . . . . . . . . . . . . . . . . . 86
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . . . . . . 87
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . . . . . . . 89
Section 7.03. Notification to Certificateholders . . . . 90
Section 7.04. Waiver of Events of Default. . . . . . . . 90
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . . . . . . 91
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . . . . . . . . 93
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans. . . . . . . . . . . . . 94
Section 8.04. Trustee May Own Certificates . . . . . . . 95
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification. . . . . . . 95
Section 8.06. Eligibility Requirements for
Trustee. . . . . . . . . . . . . . . . . . 96
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . . . . . . . 96
Section 8.08. Successor Trustee. . . . . . . . . . . . . 97
Section 8.09. Merger or Consolidation of Trustee . . . . 98
Section 8.10. Appointment of Co-Trustee or Separate
Trustee. . . . . . . . . . . . . . . . . . 98
Section 8.11. Appointment of Custodians. . . . . . . . . 99
Section 8.12. Appointment of Office or Agency. . . . . . 99
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans. . . . .100
Section 9.02. Additional Termination Requirements. . . .102
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . . . . . . .103
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . . . . . . . . . . . .107
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . . . . . . .107
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . . . . . . . . . . . .110
Section 11.03. Limitation on Rights of
Certificateholders . . . . . . . . . . . . . . . . .111
Section 11.04. Governing Law. . . . . . . . . . . . . . .111
Section 11.05. Notices. . . . . . . . . . . . . . . . . .112
Section 11.06. Notices to Rating Agency and the
Insurer. . . . . . . . . . . . . . . . . . . . . . .112
Section 11.07. Severability of Provisions . . . . . . . .113
Section 11.08. Supplemental Provisions for
Resecuritization . . . . . . . . . . . . . . . . . .113
Section 11.09. Rights of the Insurer. . . . . . . . . . .114
EXHIBITS
Exhibit A Form of Class A Certificate
Exhibit B Form of Class R Certificate
Exhibit C Form of Custodial Agreement
Exhibit D Mortgage Loan Schedule
Exhibit E Forms of Request for Release
Exhibit F Form of Seller/Servicer Contract
Exhibit G-1 Form of Transfer Affidavit and Agreement
Exhibit G-2 Form of Transferor Certificate
Exhibit H Form of Investor Representation Letter
Exhibit I Form of Transferor Representation Letter
Exhibit J Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
Exhibit K Form of Limited Guaranty
Exhibit L Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit M Form of Rule 144A Investment Representation
Exhibit N Certificate Guaranty Insurance Policy
This Pooling and Servicing Agreement, effective as of
April 1, 1996, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and
assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master
servicer (together with its permitted successors and assigns, the
"Master Servicer"), and BANKERS TRUST COMPANY, a New York banking
corporation, 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 two 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 subject
to
this Agreement (including the Mortgage Loans) as a real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as
the "Trust Fund." The Class A Certificates will represent
ownership
of "regular interests" in the REMIC consisting of the Trust Fund,
and the Class R Certificates will constitute the sole Class of
"residual interest" therein for purposes of the REMIC Provisions
(as
defined herein) under federal income tax law.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate Principal
Balance,
Maturity Date, initial ratings and certain features for each
Class
of Certificates comprising the interests in the Trust Fund
created
hereunder.
Aggregate Initial
Certificate
Pass-Through Principal
Designation Type Rate Balance
Class A Senior Adjustable $91,183,371.00
Class R Subordinate N\A $0.00
Designation Features Maturity Date Initial Ratings
S&P Moody's
Class A Senior March 25,2026 AAAr Aaa
Class R Subordinate\ March 25,2026 N\A N\A
Residual
The Mortgage Loans have an aggregate Cut-off Date
Principal Balance equal to $91,183,371.25. The Mortgage Loans
are
adjustable-rate first lien mortgage loans having terms to
maturity
at origination or modification of not more than 30 years.
In consideration of the mutual agreements herein
contained, the Company, the Master Servicer and the Trustee agree
as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A Certificate, one month's
interest accrued at the related Pass-Through Rate on the
Certificate
Principal Balance thereof immediately prior to such Distribution
Date (or in the case of the first Distribution Date, the Cut-off
Date) minus Prepayment Interest Shortfalls (to the extent not
offset
by the Master Servicer with a payment of Compensating Interest as
provided in Section 4.01) and by the amount of interest that is
not
collectible from the Mortgagor for the related Due Period
pursuant
to the Relief Act or similar legislation or regulations as in
effect
from time to time. Accrued Certificate Interest will be
calculated
on the basis of the actual number of days in the related Interest
Accrual Period and a 360-day year. All such Prepayment Interest
Shortfalls (to the extent not offset by the Master Servicer with
a
payment of Compensating Interest as provided in Section 4.01) and
interest shortfalls pursuant to the Relief Act will be allocated
among all of the Class A Certificates in proportion to their
respective amounts of Accrued Certificate Interest which would
have
resulted absent such reductions.
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.
Adjustment Date: As to each Mortgage Loan, each date
set forth in the related Mortgage Note on which an adjustment to
the
interest rate on such Mortgage Loan becomes effective.
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, 2.04, 3.21 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or
made
in the month of such Distribution Date (other than such
Liquidation
Proceeds, Insurance Proceeds and purchases of Mortgage Loans that
the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of
principal and interest due on a date or dates subsequent to the
related Due Date.
Appraised Value: As to any Mortgaged Property, the
lesser of (i) the appraised value of such Mortgaged Property
based
upon the appraisal made at the time of the origination of the
related Mortgage Loan, and (ii) the sales price of the Mortgaged
Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage
Loan
as to which it is either the appraised value determined above or
the
appraised value determined in an appraisal at the time of
refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated April 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
Certificate
Account pursuant to Section 3.12(a), (v) any amount that the
Master
Servicer is not permitted to withdraw from the Custodial Account
pursuant to Section 3.16(e) and (iv) any amount deposited in the
Certificate Account pursuant to Section 4.07, reduced by (b) the
sum
as of the close of business on the immediately preceding
Determination Date of (x) the Amount Held for Future
Distribution,
(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) and (z) the
Certificate Insurer Premium payable on such Distribution Date.
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 or Class R
Certificate.
Certificate Account: The separate account or accounts
created and maintained pursuant to Section 4.01, which shall be
entitled "Bankers Trust Company, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1996-S12" and
which
must be an Eligible Account. Any such account or accounts
created
and maintained subsequent to the Closing Date shall be subject to
the approval of the Insurer, which approval shall not be
unreasonably withheld.
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.
Unless otherwise indicated in this Agreement, the Custodial
Agreement or the Assignment Agreement, whenever reference is made
to
the actions taken by the Trustee on behalf of the
Certificateholders, such reference shall include the Insurer as
long
as there is no Insurer Default continuing.
Certificate Insurer Premium: The premium payable to
the
Insurer on each Distribution Date in an amount equal to
one-twelfth
of the product of the Certificate Insurer Premium Rate and the
Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date.
Certificate Insurer Premium Rate: 0.10% per annum.
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, 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 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, unless
an
Insured Payment in respect of such amount has been paid by the
Insurer and is included in clause (x) above. With respect to
each
Class R Certificate, on any date of determination, an amount
equal
to 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 Class A 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
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit A, senior to the Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth
in
Section 4.05, and evidencing an interest designated as a "regular
interest" in the REMIC for purposes of the REMIC Provisions.
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 B, and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: April 29, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any
Distribution
Date, an amount equal to Prepayment Interest Shortfalls resulting
from Principal Prepayments in Full during the related Prepayment
Period, but not more than the lesser of (a) one-twelfth of 0.125%
of
the Stated Principal Balance of the Mortgage Loans immediately
preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account
and the Certificate Account and payable to the Certificateholders
with respect to such Distribution Date and servicing compensation
to
which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi); provided that for purposes of this
definition
the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last
sentence
of such Section.
Converted Mortgage Loan: Any Convertible Mortgage Loan
with respect to which the interest rate borne by such Mortgage
Loan
has been converted from an adjustable interest rate to a fixed
interest rate.
Convertible Mortgage Loan: Any Mortgage Loan which by
its terms grants to the related Mortgagor the option to convert
the
interest rate borne by such Mortgage Loan from an adjustable
interest rate to a fixed interest rate.
Converting Mortgage Loan: Any Convertible Mortgage
Loan
with respect to which the related Mortgagor has given notice of
its
intent to convert from an adjustable interest rate to a fixed
interest rate and prior to the conversion of such Convertible
Mortgage Loan.
Cooperative: A private, cooperative housing
corporation
organized under the laws of, and headquartered in, the State of
New
York which owns or leases land and all or part of a building or
buildings located in the State of New York, including apartments,
spaces used for commercial purposes and common areas therein and
whose board of directors authorizes, among other things, the sale
of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a
multi-dwelling building owned or leased by a Cooperative, which
unit
the Mortgagor has an exclusive right to occupy pursuant to the
terms
of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan,
the proprietary lease or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to
the
related Cooperative Stock, which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and
secured by (i) a Security Agreement, (ii) the related Cooperative
Stock Certificate, (iii) an assignment of the Cooperative Lease,
(iv) financing statements and (v) a stock power (or other similar
instrument), and ancillary thereto, a recognition agreement
between
the Cooperative and the originator of the Cooperative Loan, each
of
which was transferred and assigned to the Trustee pursuant to
Section 2.01 and are from time to time held as part of the Trust
Fund.
Cooperative Stock: With respect to a Cooperative Loan,
the single outstanding class of stock, partnership interest or
other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the
Trustee at which at any particular time its corporate trust
business
with respect to this Agreement shall be administered, which
office
at the date of the execution of this instrument is located at
Four
Albany Street, New York, New York, 10006, Attention: Residential
Funding Corporation Series 1996-S12.
Cumulative Insurance Payments: As of any time of
determination, the aggregate amount of all Insured Payments
previously made by the Insurer under the Policy plus interest
thereon from the date such amounts became due until paid in full,
at
a rate of interest equal to the Late Payment Rate and in
accordance
with Section 3.03(a) of the Insurance Agreement minus the sum of
the
aggregate of all payments previously made to the Insurer pursuant
to
Section 4.02 hereof as reimbursement for such amounts.
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 and for the Insurer, 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 C hereto.
Custodian: A custodian appointed pursuant to a
Custodial Agreement and reasonably acceptable to the Insurer.
Norwest Bank Minnesota National Association is acceptable to the
Insurer.
Cut-off Date: April 1, 1996.
Cut-off Date Principal Balance: As to any Mortgage
Loan, the unpaid principal balance thereof at the Cut-off Date
after
giving effect to all installments of principal due on or prior
thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage
Loan, a reduction in the scheduled Monthly Payment for such
Mortgage
Loan by a court of competent jurisdiction in a proceeding under
the
Bankruptcy Code, except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent
forgiveness
of principal.
Deficiency Amount: With respect to the Class A
Certificates as of any Distribution Date, (i) any shortfall in
amounts available in the Certificate Account to pay one month's
interest on the Certificate Principal Balance of the Class A
Certificates at the then-applicable Pass-Through Rate, net of any
interest shortfalls relating to the Relief Act, any Prepayment
Interest Shortfalls and any Unpaid Interest Shortfalls allocated
to
the Class A Certificates, (ii) the principal portion of any
Realized
Loss allocated to the Class A Certificates and (iii) the
Certificate
Principal Balance of the Class A Certificates to the extent
unpaid
on the Final Distribution Date or earlier termination of the
Trust
Fund pursuant to Section 9.01(a) hereof.
Deficient Valuation: With respect to any Mortgage
Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under the Mortgage Loan, or any reduction in the amount of
principal
to be paid in connection with any scheduled Monthly Payment that
constitutes a permanent forgiveness of principal, which valuation
or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully
registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to
be replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any
successor Depository hereafter named. The nominee of the initial
Depository for purposes of registering those Certificates that
are
to be Book-Entry Certificates is Cede & Co. The Depository shall
at
all times be a "clearing corporation" as defined in Section
8-102(3)
of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of
Section
17A of the Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or
other
financial institution or other Person for whom from time to time
a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original
of
which was permanently lost or destroyed and has not been
replaced.
Determination Date: With respect to any Distribution
Date, the 20th day (or if such 20th day is not a Business Day,
the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Disqualified Organization: Any organization defined as
a "disqualified organization" under Section 860E(e)(5) of the
Code,
which includes any of the following: (i) the United States, any
State or political subdivision thereof, any possession of the
United
States, or any agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation if all of
its
activities are subject to tax and, except for the FHLMC, a
majority
of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization,
or
any agency or instrumentality of any of the foregoing, (iii) any
organization (other than certain farmers' cooperatives described
in
Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511
of
the Code on unrelated business taxable income), (iv) rural
electric
and telephone cooperatives described in Section 1381(a)(2)(C) of
the
Code and (v) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership
Interest
in a Class R Certificate by such Person may cause the Trust Fund
or
any Person having an Ownership Interest in any Class of
Certificates
(other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but
for
the Transfer of an Ownership Interest in a Class R Certificate to
such Person. The terms "United States", "State" and
"international
organization" shall have the meanings set forth in Section 7701
of
the Code or successor provisions.
Distribution Date: The 25th day of any month beginning
in the month immediately following the month of the initial
issuance
of the Certificates or, if such 25th day is not a Business Day,
the
Business Day immediately following such 25th day.
Due Date: With respect to any Distribution Date, the
first day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the
period commencing on the second day of the month preceding the
month
of such Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the
following: (i) maintained with a depository institution the debt
obligations of which have been rated by each Rating Agency in its
highest rating available, or (ii) an account or accounts in a
depository institution in which such accounts are fully insured
to
the limits established by the FDIC, provided that any deposits
not
so insured shall, to the extent acceptable to each Rating Agency,
as
evidenced in writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Trustee and each Rating
Agency)
the registered Holders of Certificates have a claim with respect
to
the funds in such account or a perfected first security interest
against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of
any
other depositors or creditors of the depository institution with
which such account is maintained, or (iii) in the case of the
Custodial Account, either (A) a trust account or accounts
maintained
in the corporate trust department of The First National Bank of
Chicago or (B) an account or accounts maintained in the corporate
asset services department of The First National Bank of Chicago,
as
long as its short term debt obligations are rated P-1 (or the
equivalent) or better by each Rating Agency and its long term
debt
obligations are rated A2 (or the equivalent) or better, by each
Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust
division
of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such
account as the Custodial Account or the Certificate Account will
not
reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by
such
Rating Agency).
Event of Default: As defined in Section 7.01.
Excess Cash Flow: As of any Distribution Date, the
excess of (x) the Available Distribution Amount over (y) the sum
of
(1) the amount payable on such Distribution Date on the Class A
Certificates pursuant to Section 4.02(a)(i) and (2) the sum of
the
amounts relating to the Mortgage Loans described in
clause (b)(1)-(3) of the definition of Principal Distribution
Amount.
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 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.
Index: With respect to any Mortgage Loan and as to any
Adjustment Date therefor, a rate per annum equal to the weekly
average yield on U.S. Treasury securities adjusted to a constant
maturity of one year, as reported by the Federal Reserve Board in
Statistical Release No. H.15(519), as most recently available as
of
the date forty-five days prior to such Adjustment Date or, in the
event that such index is no longer available, an index selected
by
the Master Servicer and reasonably acceptable to the Trustee and
the
Insurer that is based on comparable information.
Initial Certificate Principal Balance: With respect to
each Class of Certificates, the Certificate Principal Balance of
such Class of Certificates as of the Cut-off Date as set forth in
the Preliminary Statement hereto.
Insurance Account: The account or accounts created and
maintained pursuant to Section 4.08, which shall be entitled
"Bankers Trust Company, as trustee, in trust for the registered
holders of Residential Funding Mortgage Securities I, Inc.,
Mortgage
Pass-Through Certificates, Series 1996-S12, Class A," and which
must
be an Eligible Account.
Insurance Agreement: The Insurance Agreement, dated as
of April 1, 1996, among the Insurer, the Trustee, the Master
Servicer and the Company.
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy or any
other
related insurance policy (excluding the Policy) covering a
Mortgage
Loan, to the extent such proceeds are payable to the mortgagee
under
the Mortgage, any Subservicer, the Master Servicer or the Trustee
and are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing
mortgage loans held for its own account.
Insured Payment: With respect to the Class A
Certificates, as of any Distribution Date, the Deficiency Amount,
if
any, for such Distribution Date.
Insurer: MBIA Insurance Corporation or its successors
in interest.
Insurer Default: The existence and continuance of any
of the following: (a) a failure by the Insurer to make a payment
required under the Policy in accordance with its terms; or (b)(i)
the Insurer (A) files any petition or commences any case or
proceeding under any provision or chapter of the Bankruptcy Code
or
any other similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization, (B)
makes
a general assignment for the benefit of its creditors, or (C) has
an
order for relief entered against it under the Bankruptcy Code or
any
other similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization which
is
final and nonappealable; or (ii) a court of competent
jurisdiction,
the New York Department of Insurance or other competent
regulatory
authority enters a final and nonappealable order, judgment or
decree
(A) appointing a custodian, trustee, agent or receiver for the
Insurer or for all or any material portion of its property or (B)
authorizing the taking of possession by a custodian, trustee,
agent
or receiver of the Insurer (or the taking of possession of all or
any material portion of the property of the Insurer).
Interest Accrual Period: With respect to any Class A
Certificate, the one-month period commencing on the 25th day of
the
month preceding the month in which such Distribution Date occurs
and
ending on the 24th day of the month in which such Distribution
Date
occurs. Notwithstanding the foregoing, the distributions of
interest on any Distribution Date and the calculation of Accrued
Certificate Interest for all of the Class A Certificates will
reflect interest accrued, and receipts with respect thereto, on
the
Mortgage Loans for the preceding calendar month, as may be
reduced
in accordance with the definition of Accrued Certificate
Interest.
Late Collections: With respect to any Mortgage Loan,
all amounts received during any Due Period, whether as late
payments
of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds
or otherwise, which represent late payments or collections of
Monthly Payments due but delinquent for a previous Due Period and
not previously recovered.
Late Payment Rate: As defined in the Insurance
Agreement.
LIBOR: With respect to any Distribution Date, the
arithmetic mean of the London interbank offered rate quotations
of
Reference Banks for one-month Eurodollar deposits in the
international Eurocurrency market, expressed on a per annum
basis,
determined in accordance with Section 1.02.
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
REMIC
would be reduced to zero, which is March 25, 2026 and which is
the
Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan.
Maximum Class A Rate: With respect to the Class A
Certificates and each Interest Accrual Period, a per annum rate
equal to (x)(1) one-twelfth of the aggregate Stated Principal
Balance of the Mortgage Loans multiplied by the weighted average
of
the maximum Net Mortgage Rates on the Mortgage Loans as of the
first
day of the calendar month in which the Interest Accrual Period
begins, minus (2) the Certificate Insurer Premium for such
Distribution Date, divided by (y)(1) the Certificate Principal
Balance of the Class A Certificates for such Distribution Date
multiplied by (2) 360 divided by the actual number of days in the
related Interest Accrual Period.
Maximum Mortgage Rate: As to any Mortgage Loan, the
maximum interest rate that may be borne by such Mortgage Loan as
set
forth in the related Mortgage Note and indicated in Exhibit D
hereto
as the "NOTE CEILING," which rate may be applicable to such
Mortgage
Loan at any time during the life of such Mortgage Loan.
Minimum Mortgage Rate: As to any Mortgage Loan, the
greater of (i) the Note Margin and (ii) the rate indicated in
Exhibit D hereto as the "NOTE FLOOR", which rate may be
applicable
to such Mortgage Loan at any time during the life of such
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 D (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 DT");
(iv) the Mortgage Rate as of the Cut-off Date ("CURR
RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate as of the Cut-off Date ("NET
MTG RT");
(vii) the scheduled monthly payment of principal, if
any, and interest as of the Cut-off Date ("CURRENT P & I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR
SERV
FEE");
(xi) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is secured by a
second
or vacation residence (the absence of any such code means the
Mortgage Loan is secured by a primary residence);
(xii) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured by a non-owner
occupied
residence (the absence of any such code means the Mortgage Loan
is
secured by an owner occupied residence);
(xiii) the Maximum Mortgage Rate ("NOTE CEILING");
(xiv) the maximum Net Mortgage Rate ("MAX NET MTG RT");
(xv) the maximum subservicer pass-through rate ("NET
CEILING");
(xvi) the Note Margin ("NOTE MARGIN");
(xvii) the first Adjustment Date after the Cut-off Date
("NXT INT CHG DT"); and
(xviii) the Periodic Cap ("PERIODIC DECR" or "PERIODIC
INCR").
Such schedule may consist of multiple reports that collectively
set
forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred
and assigned to the Trustee pursuant to Section 2.01 as from time
to
time are held or deemed to be held as a part of the Trust Fund,
the
Mortgage Loans originally so held being identified in the initial
Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans
held
or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the
related
Mortgage Note, Security Agreement, Assignment of Proprietary
Lease,
Cooperative Stock Certificate, Cooperative Lease and Mortgage
File
and all rights appertaining thereto, and (ii) with respect to
each
Mortgage Loan other than a Cooperative Loan, each related
Mortgage
Note, Mortgage and Mortgage File and all rights appertaining
thereto.
Mortgage Note: The originally executed note or other
evidence of indebtedness evidencing the indebtedness of a
Mortgagor
under a Mortgage Loan, together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest
rate borne by the related Mortgage Note, or any modification
thereto. The Mortgage Rate will adjust annually on the
Adjustment
Date to equal the sum, rounded to the nearest multiple of
one-eighth
of one percent (0.125%) or, in the case of one Mortgage Loan
representing approximately 0.3% of the Mortgage Loans, rounded up
to
the next multiple of one-eighth of one percent (0.125%)), of the
related Index plus the Note Margin, in each case subject to the
applicable Periodic Cap, Maximum Mortgage Rate and Minimum
Mortgage
Rate.
Mortgaged Property: The underlying real property
securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to each Mortgage Loan
and each Due Date occurring on or prior to the first Adjustment
Date
for such Mortgage Loan occurring after the Cut-off Date, the rate
designated as the "NET MTG RT" for such Mortgage Loan on Exhibit
D
hereto and with respect to each Mortgage Loan and each Due Date
occurring after each Adjustment Date, a rate equal to the
Mortgage
Rate less the sum of the Servicing Fee and the Subservicing Fee;
provided that the Net Mortgage Rate becoming effective on any
Adjustment Date shall not be greater or less than the Net
Mortgage
Rate immediately prior to such Adjustment Date plus or minus the
Periodic Cap applicable to such Mortgage Loan and (ii) the Net
Mortgage Rate for any Mortgage Loan shall not exceed a rate equal
to
the rate per annum indicated on Exhibit D hereto as the "MAX NET
MTG
RT" for such Mortgage Loan. Notwithstanding the foregoing, for
any
Converted Mortgage Loan which is not repurchased pursuant to
Section
3.21 hereof, effective with the first Due Date occurring after
the
effective date of each conversion, the Net Mortgage Rate shall be
the difference between the interest rate borne by the related
Mortgage Loan and 0.33%.
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 or REO Proceeds.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that,
at the time of reference thereto, is not subject to a
Subservicing
Agreement.
Note Margin: As to each Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated
in
Exhibit D hereto as the "NOTE MARGIN," which percentage is added
to
the Index on each Adjustment Date to determine (subject to
rounding
in accordance with the related Mortgage Note, the Periodic Cap,
the
Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest
rate to be borne by such Mortgage Loan until the next Adjustment
Date.
Officers' Certificate: A certificate signed by the
Chairman of the Board, the President or a Vice President or
Assistant Vice President, the Managing Director or 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 and the Insurer, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel
acceptable to the Trustee and the Master Servicer, and reasonably
acceptable to the Insurer, who may be counsel for the Company or
the
Master Servicer, provided that any opinion of counsel (i)
referred
to in the definition of "Disqualified Organization" 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.
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, 2.04, 3.21
or
4.07.
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 and the Distribution Date occurring in May 1996,
5.90%,
and for any Distribution Date thereafter, a per annum rate equal
to
LIBOR plus 0.40% (or, on any Distribution Date when the aggregate
Stated Principal Balance of the Mortgage Loans is less than 10%
of
the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date, LIBOR plus 0.80%), in each case subject to a
maximum
rate equal to the Maximum Class A Rate.
Paying Agent: Bankers Trust Company or any successor
Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A
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. The Percentage Interest with respect to a Class R
Certificate shall be stated on the face thereof.
Periodic Cap: With respect to each Mortgage Loan, the
periodic rate cap which limits the increase or the decrease of
the
related Mortgage Rate on any Adjustment Date to no more than
2.00%.
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 the Insurer and each Rating Agency as a
Permitted Investment hereunder and will not reduce the
rating
assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such
Rating Agency, as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment
if
it represents, either (1) the right to receive only interest
payments with respect to the underlying debt instrument or (2)
the
right to receive both principal and interest payments derived
from
obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield
to
maturity greater than 120% of the yield to maturity at par of
such
underlying obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in the case
of
Standard & Poor's and Fitch and Aaa in the case of Moody's, and
references herein to the highest rating available on unsecured
commercial paper and short-term debt obligations shall mean A-1
in
the case of Standard & Poor's, P-1 in the case of Moody's and
either
A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the
case
of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Policy: The Certificate Guaranty Insurance Policy
No. 20994 issued by the Insurer in respect of the Class A
Certificates, a copy of which is attached hereto as Exhibit N.
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 constant prepayment rate
("CPR") of 22% used for determining the accrual of original issue
discount and premium and market discount on the Class A
Certificates
for federal income tax purposes. The constant prepayment rate
assumes that the stated percentage of the outstanding principal
balance of the Mortgage Loans is prepaid over the course of a
year.
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 Distribution Amount: With respect to any
Distribution Date, the lesser of:
(a) the excess of (i) the Available Distribution
Amount over (ii) the amount payable on the Class
A Certificates pursuant to Section 4.02(a)(i);
and
(b) the sum of:
(1) the principal portion of each Monthly
Payment received or Advanced with respect to the
related Due Period on each Outstanding Mortgage
Loan;
(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, 3.21 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;
(3) the principal portion of all other
unscheduled collections (including, without
limitation, Principal Prepayments in Full,
Curtailments, Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the
related Prepayment Period (or deemed to have been
so received) to the extent applied by the Master
Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14;
(4) the principal portion of any Realized
Losses incurred (or deemed to have been incurred)
on any Mortgage Loans in the related Prepayment
Period to the extent covered by Excess Cash Flow
for such Distribution Date; and
(5) the amount of any Subordination Increase
Amount for such Distribution Date;
minus
(6) the amount of any Subordination Reduction
Amount for such Distribution Date.
Notwithstanding the foregoing, in no event shall the
Principal Distribution Amount with respect to any Distribution
Date
be less than zero or greater than the then outstanding
Certificate
Principal Balance of the Class A Certificates.
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 or otherwise purchased on any date
pursuant to Section 2.02, 2.03, 2.04, 3.21 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; (vi) have a Mortgage Rate that adjusts
annually based on the Index; (vii) have a Note Margin not less
than
that of the Deleted Mortgage Loan; (viii) have a Periodic Rate
Cap
that is equal to that of the Deleted Mortgage Loan; and (ix) have
a
next Adjustment Date no later than that of the Deleted Mortgage
Loan.
Rate Adjustment Date: With respect to each
Distribution
Date and the Class A Certificates, the second Business Day
immediately preceding the commencement of the related Interest
Accrual Period on which banks are open for dealing in foreign
currency and exchange in London, Chicago and New York City.
Rating Agency: With respect to the Class A
Certificates, Standard & Poor's and Moody's. 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 and the Insurer, notice of which
designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or
REO Property) as to which a Cash Liquidation or REO Disposition
has
occurred, an amount (not less than zero) equal to (i) the Stated
Principal Balance of the Mortgage Loan (or REO Property) as of
the
date of Cash Liquidation or REO Disposition, plus (ii) interest
(and
REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due
Date as to which interest was last paid or advanced to
Certificateholders 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. Notwithstanding the above, neither a Deficient
Valuation
nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder so long as the Master Servicer has notified the Trustee
and the Insurer 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.
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.
Relief Act: The Soldiers' and Sailors' Civil Relief
Act
of 1940, as amended.
REMIC: A "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code. As used herein,
the
term "the REMIC" shall mean the REMIC created under this
Agreement.
REMIC Administrator: Residential Funding Corporation.
If Residential Funding Corporation is found by a court of
competent
jurisdiction to no longer be able to fulfill its obligations as
REMIC Administrator under this Agreement the Master Servicer or
Trustee acting as Master Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax
law relating to real estate mortgage investment conduits, which
appear at Sections 860A through 860G of Subchapter M of Chapter 1
of
the Code, and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with such
temporary
or final regulations, proposed regulations) and published
rulings,
notices and announcements promulgated thereunder, as the
foregoing
may be in effect from time to time.
REO Acquisition: The acquisition by the Master
Servicer
on behalf of the Trustee for the benefit of the
Certificateholders
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
substantially 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 E 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.
Required Subordinated Amount: With respect to any
Distribution Date, an amount equal to 1.00% of the aggregate
Cut-off
Date Principal Balance of the Mortgage Loans; provided, however,
that with respect to any Distribution Date after the later to
occur
of (a) the 30th Distribution Date following the Cut-off Date and
(b)
the first Distribution Date on which the Stated Principal Balance
of
the Mortgage Loans, after giving effect to distributions to be
made
on such Distribution Date, is equal to or less than 50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans,
the
Required Subordinated Amount will equal the greater of (a) the
lesser of (i) 1.00% of the aggregate Cut-off Date Principal
Balance
of the Mortgage Loans and (ii) 2.00% of the Stated Principal
Balance
of the Mortgage Loans immediately preceding such Distribution
Date,
but not less than $300,000 and (b) two times the difference
between
(i) the Stated Principal Balance of all Mortgage Loans which are
91
or more days delinquent (including REO Properties) and (ii) three
times the Excess Cash Flow (net of Cumulative Insurance Payments)
as
of such Distribution Date, but in no event shall the amount
described in this clause (b) be greater than 1.00% of the
aggregate
Cut-off Date Principal Balance of the Mortgage Loans.
Residential Funding: Residential Funding Corporation,
a Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the
Trustee, any officer of the Corporate Trust Department of the
Trustee, including any Senior Vice President, any Vice President,
any Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to those
performed
by any of the above designated officers to whom, with respect to
a
particular matter, such matter is referred.
Security Agreement: With respect to a Cooperative Loan,
the agreement creating a security interest in favor of the
originator in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including
any Subservicer, that executed a Seller's Agreement applicable to
such Mortgage Loan.
Seller's Agreement: An agreement for the origination
and sale of Mortgage Loans generally in the form of the Seller
Contract referred to or contained in the Program Guide, or in
such
other form as has been approved by the Master Servicer and the
Company, each containing representations and warranties in
respect
of one or more Mortgage Loans.
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 equal to the Servicing Fee Rate multiplied by the Stated
Principal Balance of such Mortgage Loan as of the related Due
Date,
as such fee may be adjusted pursuant to Section 3.16(e),
provided,
however, that the Servicing Fee with respect to any Converted
Mortgage Loan which remains a Mortgage Loan shall accrue at a
rate
equal to 0.33% per annum on the outstanding principal balance
thereof unless the Master Servicer contracts with a Subservicer
to
subservice such Mortgage Loan in which case the Servicing Fee
will
be reduced by the amount of the Subservicing Fee.
Servicing Fee Rate: 0.08% per annum.
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 and the
Insurer
by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Loss: Any Realized Loss not in excess
of
the lesser of the cost of repair or the cost of 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.
Standard & Poor's: Standard & Poor's Ratings Services,
a division of the McGraw-Hill Companies, or its successor in
interest.
Stated Principal Balance: With respect to any Mortgage
Loan or related REO Property, at any given time, (i) the Cut-off
Date Principal Balance of the Mortgage Loan, minus (ii) the sum
of
(a) the principal portion of the Monthly Payments due with
respect
to such Mortgage Loan or REO Property during each Due Period
ending
prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property,
and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to
the extent applied by the Master Servicer as recoveries of
principal
in accordance with Section 3.14 with respect to such Mortgage
Loan
or REO Property, in each case which were distributed pursuant to
Section 4.02 on any previous Distribution Date, and (c) any
Realized
Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subordinated Amount: As of any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balances of
the Mortgage Loans immediately following such Distribution Date
over
(b) the Certificate Principal Balance of the Class A Certificates
as
of such Distribution Date (after taking into account the payment
of
the amounts described in clauses (b) (1)-(4) of the definition of
Principal Distribution Amount on such Distribution Date).
Subordination Deficiency Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Required
Subordinated Amount applicable to such Distribution Date over (b)
the Subordinated Amount applicable to such Distribution Date
prior
to taking into account the payment of any related Subordination
Increase Amounts on such Distribution Date.
Subordination Increase Amount: With respect to any
Distribution Date, the lesser of (a) the Subordination Deficiency
Amount as of such Distribution Date (after taking into account
the
payment of the Principal Distribution Amount on such Distribution
Date (exclusive of the payment of any Subordination Increase
Amount)) and (b) the amount of Excess Cash Flow on such
Distribution
Date as reduced by any Realized Losses included in clause (b)(4)
of
the definition of Principal Distribution Amount with respect to
such
Distribution Date and Cumulative Insurance Payments for such
Distribution Date.
Subordination Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the
excess,
if any, of (x) the Subordinated Amount that would exist following
such Distribution Date following payment of the Principal
Distribution Amount (exclusive of any reductions thereto
attributable to the related Subordinated Reduction Amount) over
(y)
the related Required Subordinated Amount for such Distribution
Date
and (b) the sum of the amounts for such Distribution Date
specified
in clauses (b)(1)-(3) of the definition of Principal Distribution
Amount.
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 with respect to
each Distribution Date at an annual rate designated as "SUBSERV
FEE"
in Exhibit D.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income Tax Return, including Schedule Q thereto,
Quarterly
Notice to Residual Interest Holders of REMIC Taxable Income or
Net
Loss Allocation, or any successor forms, to be filed on behalf of
the Trust Fund due to its classification as a REMIC under the
REMIC
Provisions, together with any and all other information, reports
or
returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or
any
other governmental taxing authority under any applicable
provisions
of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale,
pledge, hypothecation or other form of assignment of any
Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer
any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of
any Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets, with
respect
to which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall be on
deposit in the Custodial Account or in the Certificate
Account
and identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and which
has been acquired for the benefit of the Certificateholders
by
foreclosure or deed in lieu of foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any,
(v) the Policy; and
(vi) all proceeds of clauses (i) through (v) above.
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 includable 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. The term "United States" shall have the meaning set
forth
in Section 7701 of the Code or successor provisions.
Unpaid Interest Shortfall: With respect to any
Distribution Date, the amount by which the Accrued Certificate
Interest exceeds an amount equal to (x)(1) one-twelfth of the
aggregate Stated Principal Balance of the Mortgage Loans
multiplied
by (2) the weighted average of the Net Mortgage Rates on the
Mortgage Loans as of the first day of the calendar month in which
the Interest Accrual Period begins, minus (y) the Certificate
Insurer Premium for such Distribution Date.
Voting Rights: The portion of the voting rights of all
of the Certificates which is allocated to any Certificate. 99%
of
all of the Voting Rights shall be allocated among Holders of each
Class of Certificates, other than the Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of
their respective Certificates; and the Holders of the Class R
Certificates shall be entitled to 1% of all of the Voting Rights,
allocated among the Certificates of such Class in accordance with
their respective Percentage Interest.
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through
Rate on the Class A Certificates for any Interest Accrual Period
will be determined on each Rate Adjustment Date.
On each Rate Adjustment Date, the Trustee will
determine
LIBOR on the basis of the LIBOR quotations of the Reference Banks
(as defined below), as such quotations are available to the
Trustee
as of 11:00 a.m. (London time) on such Rate Adjustment Date. As
used in this Section 1.02 with respect to a Rate Adjustment Date,
"Reference Banks" means four leading banks engaged in
transactions
in one-month Eurodollar deposits in the international
Eurocurrency
market (i) with an established place of business in London, (ii)
whose quotations appear on the Reuters Screen LIBO Page on the
Rate
Adjustment Date in question and (iii) which have been designated
as
such by the Trustee and are able and willing to provide such
quotations to the Trustee on each Rate Adjustment Date; and
"Reuters
Screen LIBO Page" means the display designated as page "LIBO" on
the
Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service for the purpose of
displaying
London interbank offered rate quotations of major banks). The
initial Reference Banks shall be Bankers Trust Company, Barclays
Bank PLC, National Westminster Bank PLC and The Bank of Tokyo,
Ltd.
If any Reference Bank designated by the Trustee should be removed
from the Reuters Screen LIBO Page or in any other way fails to
meet
the qualifications of a Reference Bank, the Trustee may, in its
sole
discretion, designate an alternative Reference Bank.
On each Rate Adjustment Date, LIBOR will be established
by the Trustee as follows:
(i) if on any Rate Adjustment Date two or more of the
Reference Banks provide such offered rate quotations, LIBOR
will be the arithmetic mean of such offered rate quotations
(rounding such arithmetic mean upwards if necessary to the
nearest whole multiple of 1/16%);
(ii) if on any Rate Adjustment Date only one or none of
the Reference Banks provides such offered rate quotations,
LIBOR will be whichever is the higher of (1) LIBOR as
determined on the previous Rate Adjustment Date and (2) a
rate
per annum (the "Reserve Interest Rate") determined by the
Trustee to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month Eurodollar lending rates
that the New York City banks selected by the Trustee are
quoting, on the relevant Rate Adjustment Date, to the
principal London offices of leading banks in the London
interbank market or (B) in the event that the Trustee can
determine no such arithmetic mean, the lowest one-month
Eurodollar lending rate that the New York City banks
selected
by the Trustee are quoting on such Rate Adjustment Date to
leading European banks; and
(iii) if on any Rate Adjustment Date the Trustee is
required but is unable to determine the Reserve Interest
Rate
in the manner provided in the immediately preceding clause
(ii), LIBOR will be LIBOR as determined on the previous Rate
Adjustment Date for such Class of Certificates, or, in the
case of the first Rate Adjustment Date, 5.50%.
The establishment of LIBOR by the Trustee on any Rate
Adjustment Date and the Trustee's subsequent calculation of the
Pass-Through Rate applicable to the Class A Certificates for the
relevant Interest Accrual Period, in the absence of manifest
error,
will be final and binding.
Promptly following each Rate Adjustment Date the
Trustee
shall supply the Master Servicer with the results of its
determination of LIBOR on such date. Furthermore, the Trustee
will
supply to any Certificateholder so requesting by telephone the
Pass-Through Rate on the Class A Certificates for the current and
the immediately preceding Interest Accrual Periods.
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, if
any):
(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
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 the Trustee
and each Custodian a report setting forth the status of the
documents which it is holding pursuant to this Section 2.01.
(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
with
a copy thereof to the Insurer.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the
Assignment
referred to in clause (iii) of Section 2.01(b)(I), except in
states
where, in the opinion of counsel acceptable to the Trustee, the
Insurer 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 clauses (vii) and (x),
respectively, of Section 2.01(b)(II). 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 Section 2.01(b) that may
be delivered as a copy rather than the original may be delivered
in
microfiche form.
(e) The Company shall deliver to the Trustee or the
Custodian within 120 days of the Closing Date the original or a
copy
of the title insurance policy with respect to each Mortgaged
Property that is delivered to the Seller at origination of the
Mortgage Loan, to the extent the Company has such title insurance
policy in its possession as of the Closing Date. The Company or
the
Master Servicer shall hold in trust for the use and benefit of
all
present and future Certificateholders and the Insurer, the
original
or a copy of the title insurance binder with respect to each
Mortgaged Property that is delivered to the Seller at origination
of
the Mortgage Loan, to the extent the Company or the Master
Servicer,
as applicable, has such title insurance binder in its possession
as
of the Closing Date.
(f) 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.
Further,
it is not intended that any such conveyance be deemed to be a
pledge
of the Mortgage Loans by the Company to the Trustee to secure a
debt
or other obligation of the Company. However, in the event that
the
Mortgage Loans are held to be property of the Company or of
Residential Funding, or if for any reason this Agreement is held
or
deemed to create a security interest in the Mortgage Loans, then
it
is intended that (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code and the Uniform Commercial Code
of
any other applicable jurisdiction; (b) the conveyances provided
for
in this Section 2.01 shall be deemed to be (1) a grant by the
Company to the Trustee of a security interest in all of the
Company's right (including the power to convey title thereto),
title
and interest, whether now owned or hereafter acquired, in and to
(A)
the Mortgage Loans, including (i) with respect to each
Cooperative
Loan, the related Mortgage Note, Security Agreement, Assignment
of
Proprietary Lease, Cooperative Stock Certificate, Cooperative
Lease,
any insurance policies and all other documents in the related
Mortgage File and (ii) with respect to each Mortgage Loan other
than
a Cooperative Loan, the 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, with a copy delivered to the Insurer, including
without
limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of
Residential Funding, the Company or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned
by
a change in the Trustee's name), (2) any change of location of
the
place of business or the chief executive office of Residential
Funding or the Company or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification executed by the Custodian,
receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(b)(I)(i)
through (iii) and Section 2.01(b)(II)(i) through (v) 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. The Trustee or Custodian (such Custodian
being
so obligated under a Custodial Agreement) agrees, for the benefit
of
Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date
to
ascertain that all required documents (specifically as set forth
in
Section 2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it.
Upon
delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect
to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification executed by the Custodian,
receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(c) above.
The
Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees to review each Mortgage File
delivered
to it pursuant to Section 2.01(c) within 45 days after receipt
thereof to ascertain that all documents required to be delivered
pursuant to such Section have been received, and that such
documents
relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any
document or documents constituting a part of a Mortgage File to
be
missing or defective in any material respect, the Trustee shall
promptly so notify the Master Servicer and the Company. Pursuant
to
Section 2.3 of the Custodial Agreement, the Custodian will notify
the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File
held
by it. The Master Servicer shall promptly notify the related
Subservicer or Seller of such omission or defect and request that
such Subservicer or Seller correct or cure such omission or
defect
within 60 days from the date the Master Servicer was notified of
such omission or defect and, if such Subservicer or Seller does
not
correct or cure such omission or defect within such period, that
such Subservicer or Seller purchase such Mortgage Loan from the
Trust Fund at its Purchase Price, in either case within 90 days
from
the date the Master Servicer was notified of such omission or
defect; provided that if the omission or defect would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined
in
Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered.
The
Purchase Price for any such Mortgage Loan, whether purchased by
the
Seller or the Subservicer, shall be deposited or caused to be
deposited by the Master Servicer in the Custodial Account
maintained
by it pursuant to Section 3.07 and, upon receipt by the Trustee
of
written notification of such deposit signed by a Servicing
Officer,
the Trustee or any Custodian, as the case may be, shall release
to
the Master Servicer the related Mortgage File and the Trustee
shall
execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse,
as
shall be necessary to vest in the Seller or its designee or the
Subservicer or its designee, as the case may be, any Mortgage
Loan
released pursuant hereto and thereafter such Mortgage Loan shall
not
be part of the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case may be,
to
so cure or purchase any Mortgage Loan as to which a material
defect
in or omission of a constituent document exists shall constitute
the
sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders
(except for the Insurer's rights under the Insurance Agreement).
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and
the Company.
(a) The Master Servicer hereby represents and warrants
to the Trustee for the benefit of Certificateholders and the
Insurer
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 material
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 Insurer, 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 Insurer in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its receipt of
notice of such breach, the Master Servicer shall either (i) cure
such breach in all material respects or (ii) to the extent that
such
breach is with respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that
if
the omission or defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(d)(5) of
the
Code, any such cure or repurchase must occur within 90 days from
the
date such breach was discovered. The obligation of the Master
Servicer to cure such breach or to so purchase such Mortgage Loan
shall constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of
the
Certificateholders (except for the Insurer's rights under the
Insurance Agreement).
(b) The Company hereby represents and warrants to the
Trustee for the benefit of Certificateholders and the Insurer
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
D 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, adjustable-rate mortgage loans with
level Monthly Payments due on the first day of each
month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's
knowledge, if a Mortgage Loan is secured by a Mortgaged
Property with a Loan-to-Value Ratio at origination in
excess of 80%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures at least 22% of
the principal balance of the Mortgage Loans at
origination if the Loan-to-Value Ratio is between 95%
and 90.01%, at least 17% of such balance if the
Loan-to-Value Ratio is between 90.00% and 85.01% and at
least 12% 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 1.6% of the Mortgage
Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties
located
in any one zip code area in California, no more than
1.8% 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 0.3% 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 28.80% of the Mortgage
Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a limited
documentation program and approximately 2.1% of the
Mortgage Loans by aggregate Stated Principal Balance as
of the Cut-off Date were underwritten under a reduced
documentation program requiring no income or asset
verification;
(x) Each Mortgagor represented in its
loan application with respect to the related Mortgage
Loan that the Mortgaged Property would be
owner-occupied
and 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 is a
Buydown Mortgage Loan;
(xii) Each Mortgage Loan constitutes a
qualified mortgage under Section 860G(a)(3)(A) of the
Code and Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was
effective as of the closing of each Mortgage Loan and
is
valid and binding and remains in full force and effect;
(xiv) With respect to a Mortgage Loan that
is a Cooperative Loan, the Cooperative Stock that is
pledged as security for the Mortgage Loan is held by a
person as a tenant-stockholder (as defined in Section
216 of the Code) in a cooperative housing corporation
(as defined in Section 216 of the Code);
(xv) Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of
twelve 30-day months; and
(xvi) None of the Mortgage Loans as of the
Cut-off Date contains in the related Mortgage File a
Destroyed Mortgage Note.
It is understood and agreed that the representations
and
warranties set forth in this Section 2.03(b) shall survive
delivery
of the respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master
Servicer, the Insurer, 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 Insurer in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (including the Insurer) (any Custodian being so
obligated under a Custodial Agreement); provided, however, that
in
the event of a breach of the representation and warranty set
forth
in Section 2.03(b)(xii), the party discovering such breach shall
give such notice within five days of discovery. Within 90 days
of
its discovery or its receipt of notice of breach, the Company
shall
either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that
the
Company shall have the option to substitute a Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years following the Closing Date; provided that
if
the omission or defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of
the
Code, any such cure or repurchase must occur within 90 days from
the
date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential
Funding.
It is understood and agreed that the obligation of the Company to
cure such breach or to so purchase or substitute for any Mortgage
Loan as to which such a breach has occurred and is continuing
shall
constitute the sole remedy respecting such breach available to
Certificateholders (other than the Insurer) or the Trustee on
behalf
of Certificateholders (other than the Insurer). Notwithstanding
the
foregoing, the Company shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a
representation
set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of
Sellers.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the Trustee for the
benefit of Certificateholders 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. Upon the discovery by
the Company, the Master Servicer, the Trustee, the Insurer 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 Insurer in such
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (including the Insurer) (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
breach was discovered 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 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 Certificateholders will include the Monthly
Payment
due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts
received
in respect of such Deleted Mortgage Loan. The Master Servicer
shall
amend or cause to be amended the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such
Deleted Mortgage Loan and the substitution of the Qualified
Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or
Loans
shall be subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related Seller shall
be
deemed to have made the representations and warranties with
respect
to the Qualified Substitute Mortgage Loan contained in the
related
Seller's Agreement as of the date of substitution, and the
Company
and the Master Servicer shall be deemed to have made with respect
to
any Qualified Substitute Mortgage Loan or Loans, as of the date
of
substitution, the covenants, representations and warranties set
forth in this Section 2.04, in Section 2.03 hereof and in Section
4
of the Assignment Agreement, and the Master Servicer shall be
obligated to repurchase or substitute for any Qualified
Substitute
Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage
Loans, the Master Servicer will determine the amount (if any) by
which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted
Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments due in the month of substitution
that are to be distributed to 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 Certificateholders (other
than
the Insurer) or the Trustee on behalf of Certificateholders
(other
than the Insurer). If the Master Servicer is Residential
Funding,
then the Trustee shall also have the right to give the
notification
and require the purchase or substitution provided for in the
second
preceding paragraph in the event of such a breach of a
representation or warranty made by Residential Funding in the
Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding,
the
Trustee shall assign to Residential Funding all of the right,
title
and interest in respect of the Seller's Agreement and the
Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates.
The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage Files to it, or
any
Custodian on its behalf, subject to any exceptions noted,
together
with the assignment to it of all other assets included in the
Trust
Fund, receipt of which is hereby acknowledged. Concurrently with
such delivery and in exchange therefor, the Trustee, pursuant to
the
written request of the Company executed by an officer of the
Company, has executed and caused to be authenticated and
delivered
to or upon the order of the Company the Certificates in
authorized
denominations which evidence ownership of the entire Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this Agreement
and the respective Mortgage Loans and shall have full power and
authority, acting alone or through Subservicers as provided in
Section 3.02, to do any and all things which it may deem
necessary
or desirable in connection with such servicing and
administration.
Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is
hereby
authorized and empowered by the Trustee when the Master Servicer
or
the Subservicer, as the case may be, believes it appropriate in
its
best judgment, to execute and deliver, on behalf of the
Certificateholders and the 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 the
related
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. The Master Servicer will, to the
extent consistent with the servicing standards set forth herein,
take whatever actions as may be necessary to file a claim under
or
enforce (or to allow any other person entitled to do so to file a
claim under or enforce) any title insurance policy with respect
to
any Mortgage Loan including, without limitation, joining or
causing
any Seller or Subservicer (or any other party in possession of
any
title insurance policy) to join in any claims process,
negotiations,
actions or proceedings necessary to make a claim under or enforce
any title insurance policy. Notwithstanding the foregoing,
subject
to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary
or
final regulations promulgated thereunder (other than in
connection
with a proposed conveyance or assumption of such Mortgage Loan
that
is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause the REMIC to fail to qualify as such
under
the Code. The Trustee shall furnish the Master Servicer with any
powers of attorney and other documents necessary or appropriate
to
enable the Master Servicer to service and administer the Mortgage
Loans. The Trustee shall not be liable for any action taken by
the
Master Servicer or any Subservicer pursuant to such powers of
attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not
inconsistent with this Agreement, comply with the Program Guide
as
if it were the originator of such Mortgage Loan and had retained
the
servicing rights and obligations in respect thereof. In
connection
with servicing and administering the Mortgage Loans, the Master
Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with
Section 3.10 and (ii) may, at its own discretion and on behalf of
the Trustee, obtain credit information in the form of a "credit
score" from a credit repository.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the timely payment of taxes and
assessments on the properties subject to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to
Certificateholders, 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 to
cover
Prepayment Interest Shortfalls on the Mortgage Loans not covered
by
Compensating Interest, 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.
(b) As part of its servicing activities hereunder, the
Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall use its best reasonable efforts to
enforce
the obligations of each Subservicer under the related
Subservicing
Agreement and of each Seller under the related Seller's
Agreement,
to the extent that the non-performance of any such obligation
would
have a material and adverse effect on a Mortgage Loan, including,
without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02,
or
on account of a breach of a representation or warranty, as
described
in Section 2.04. Such enforcement, including, without
limitation,
the legal prosecution of claims, termination of Subservicing
Agreements or Seller's Agreements, as appropriate, and the
pursuit
of other appropriate remedies, shall be in such form and carried
out
to such an extent and at such time as the Master Servicer would
employ in its good faith business judgment and which are normal
and
usual in its general mortgage servicing activities. The Master
Servicer shall pay the costs of such enforcement at its own
expense,
and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related
Mortgage
Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is
directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the
terms
and conditions of such Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that
in
the event of termination of any Subservicing Agreement by the
Master
Servicer or the Subservicer, the Master Servicer shall either act
as
servicer of the related Mortgage Loan or enter into a
Subservicing
Agreement with a successor Subservicer which will be bound by the
terms of the related Subservicing Agreement. If the Master
Servicer
or any Affiliate of Residential Funding acts as servicer, it will
not assume liability for the representations and warranties of
the
Subservicer which it replaces. If the Master Servicer enters
into
a Subservicing Agreement with a successor Subservicer, the Master
Servicer shall use reasonable efforts to have the successor
Subservicer assume liability for the representations and
warranties
made by the terminated Subservicer in respect of the related
Mortgage Loans and, in the event of any such assumption by the
successor Subservicer, the Master Servicer may, in the exercise
of
its business judgment, release the terminated Subservicer from
liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or
arrangements
between the Master Servicer or a Subservicer or reference to
actions
taken through a Subservicer or otherwise, the Master Servicer
shall
remain obligated and liable to the Trustee, the Insurer and
Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01
without diminution of such obligation or liability by virtue of
such
Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer or the Company and to the
same
extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage
Loans.
The Master Servicer shall be entitled to enter into any agreement
with a Subservicer or Seller for indemnification of the Master
Servicer and nothing contained in this Agreement shall be deemed
to
limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders.
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 and Certificateholders
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 or the interest
of
the Certificateholders. 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 Insurer,
provided,
however, that the Master Servicer may not modify materially or
permit any Subservicer to modify any Mortgage Loan, including
without limitation any modification that would change the
Mortgage
Rate, forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage
Loan), or extend the final maturity date of such Mortgage Loan,
unless such Mortgage Loan is in default or, in the judgment of
the
Master Servicer, such default is reasonably foreseeable. In the
event the Master Servicer waives, modifies or varies any term of
any
Mortgage Loan as permitted in clause (a), 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, 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.
(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, 3.21 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; and
(v) Any amounts required to be deposited
pursuant to Section 3.07(c) or 3.22.
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, 3.21 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 without any right of
reimbursement.
(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, the Insurer 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, 3.21 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 Sections 2.02, 2.03, 2.04, 3.21, 4.07 or
9.01, all amounts received thereon and not required to
be distributed to Certificateholders 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;
(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, provided,
however, that reimbursements to the Company pursuant to
Section 6.03 shall not in the aggregate exceed $25,000
in any calendar year;
(ix) to reimburse itself for amounts expended by it
(a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured
Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii)
or (viii) above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not required to be deposited
therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to
clauses (ii), (iii), (v) and (vi), the Master Servicer's
entitlement
thereto is limited to collections or other recoveries on the
related
Mortgage Loan, the Master Servicer shall keep and maintain
separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Custodial Account
pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse
itself or the related Subservicer for any advance made in respect
of
a Mortgage Loan that the Master Servicer determines to be a
Nonrecoverable Advance by withdrawal from the Custodial Account
of
amounts on deposit therein attributable to the Mortgage Loans on
any
Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit
Date
shall be limited to an amount not exceeding the portion of such
advance previously paid to Certificateholders (and 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 noncoverage
under any applicable Primary Insurance Policy of any loss which,
but
for the actions of the Master Servicer or Subservicer, would have
been covered thereunder. To the extent coverage is available,
the
Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged
Property
is reduced to 80% or less of the Appraised Value in the case of
such
a Mortgage Loan having a Loan-to-Value Ratio at origination in
excess of 80%, provided that such Primary Insurance Policy was in
place as of the Cut-off Date and the Company had knowledge of
such
Primary Insurance Policy. The Master Servicer shall be entitled
to
cancel or permit the discontinuation of any Primary Insurance
Policy
as to any Mortgage Loan, if the Stated Principal Balance of the
Mortgage Loan is reduced below an amount equal to 80% of the
appraised value of the related Mortgaged Property as determined
in
any appraisal thereof after the Closing Date, or if the Loan-to-
Value Ratio is reduced below 80% as a result of principal
payments
on the Mortgage Loan after the Closing Date. In the event that
the
Company gains knowledge that as of the Closing Date, a Mortgage
Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is
not
the subject of a Primary Insurance Policy (and was not included
in
any exception to the representation in Section 2.03(b)(iv)) and
that
such Mortgage Loan has a current Loan-to-Value Ratio in excess of
80% then the Master Servicer shall use its reasonable efforts to
obtain and maintain a Primary Insurance Policy to the extent that
such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or
consent to any Subservicer canceling or refusing to renew any
such
Primary Insurance Policy applicable to a Mortgage Loan
subserviced
by it, that is in effect at the date of the initial issuance of
the
Certificates and is required to be kept in force hereunder unless
the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose
claims-paying
ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than
the lower of the then-current rating or the rating assigned to
the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Master Servicer agrees to
present or to cause the related Subservicer to present, on behalf
of
the Master Servicer, the Subservicer, if any, the Trustee and
Certificateholders, claims to the related 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
Certificateholders, 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
improvements securing a Mortgage Loan (other than a Cooperative
Loan) are located at the time of origination of such Mortgage
Loan
in a federally designated special flood hazard area, the Master
Servicer shall cause flood insurance (to the extent available) to
be
maintained in respect thereof. Such flood insurance shall be in
an
amount equal to the lesser of (i) the amount required to
compensate
for any loss or damage to the Mortgaged Property on a replacement
cost basis and (ii) the maximum amount of such insurance
available
for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as
set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible
clause, in which case the Master Servicer shall, in the event
that
there shall not have been maintained on the related Mortgaged
Property a policy complying with the first sentence of this
Section
3.12(a) and there shall have been a loss which would have been
covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Master Servicer
shall be made on the Certificate Account Deposit Date next
preceding
the Distribution Date which occurs in the month following the
month
in which payments under any such policy would have been deposited
in
the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, 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 or (subject to Section 10.01(f)) the imposition of
any tax on "prohibited transactions" or "contributions" after the
startup date under the REMIC Provisions. The Master Servicer
shall
execute and deliver such documents only if it reasonably
determines
that (i) its execution and delivery thereof will not conflict
with
or violate any terms of this Agreement or cause the unpaid
balance
and interest on the Mortgage Loan to be uncollectible in whole or
in
part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer
(A) the Mortgage Loan will continue to be secured by a first
mortgage lien pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully
amortize over the remaining term thereof, (D) no material term of
the Mortgage Loan (including the interest rate on the Mortgage
Loan)
will be altered nor will the term of the Mortgage Loan be changed
and (E) if the seller/transferor of the Mortgaged Property is to
be
released from liability on the Mortgage Loan, such release will
not
(based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the
Mortgage
Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall
execute
any necessary instruments for such assumption or substitution of
liability as directed in writing by the Master Servicer. Upon
the
closing of the transactions contemplated by such documents, the
Master Servicer shall cause the originals or true and correct
copies
of the assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or Mortgage to be
delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the
Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be
retained
by the Master Servicer or such Subservicer as additional
servicing
compensation.
(c) The Master Servicer or the related Subservicer, as
the case may be, shall be entitled to approve a request from a
Mortgagor for a partial release of the related Mortgaged
Property,
the granting of an easement thereon in favor of another Person,
any
alteration or demolition of the related Mortgaged Property or
other
similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the
owner of the related Mortgage Loan, that the security for, and
the
timely and full collectability of, such Mortgage Loan would not
be
adversely affected thereby and that the Trust Fund would not fail
to
continue to qualify as a REMIC under the Code as a result thereof
and (subject to Section 10.01(f)) that no tax on "prohibited
transactions" or "contributions" after the startup day would be
imposed on the REMIC as a result thereof. Any fee collected by
the
Master Servicer or the related Subservicer for processing such a
request will be retained by the Master Servicer or such
Subservicer
as additional servicing compensation.
(d) Subject to any other applicable terms and
conditions of this Agreement, the Trustee and Master Servicer
shall
be entitled to approve an assignment in lieu of satisfaction with
respect to any Mortgage Loan, provided the obligee with respect
to
such Mortgage Loan following such proposed assignment provides
the
Trustee and Master Servicer with a "Lender Certification for
Assignment of Mortgage Loan" in the form attached hereto as
Exhibit
L, 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 or the Insurer 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 such a determination by the Master Servicer pursuant to
this Section 3.14(a), the Master Servicer shall be entitled to
reimbursement of such amounts pursuant to Section 3.10.
Concurrently with the foregoing, the Master Servicer may pursue
any
remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage
Loan
in accordance with Sections 2.03 and 2.04. However, the Master
Servicer is not required to continue to pursue both foreclosure
(or
similar remedies) with respect to the Mortgage Loans and remedies
in
connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to
the
Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of
all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer,
the Trustee or any Custodian, as the case may be, shall release
to
the Master Servicer the related Mortgage File and the Trustee
shall
execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse,
as
shall be necessary to vest in the Master Servicer or its
designee,
as the case may be, the related Mortgage Loan, and thereafter
such
Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding
the foregoing or any other provision of this Agreement, in the
Master Servicer's sole discretion with respect to any defaulted
Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be
deemed
to have occurred if substantially all amounts expected by the
Master
Servicer to be received in connection with the related defaulted
Mortgage Loan or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master
Servicer
may take into account minimal amounts of additional receipts
expected to be received or any estimated additional liquidation
expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property
is acquired by the Trust Fund as an REO Property by foreclosure
or
by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of
title
and cancellation of the related Mortgage Loan, such REO Property
shall (except as otherwise expressly provided herein) be
considered
to be an Outstanding Mortgage Loan held in the Trust Fund until
such
time as the REO Property shall be sold. Consistent with the
foregoing for purposes of all calculations hereunder so long as
such
REO Property shall be considered to be an Outstanding Mortgage
Loan
it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been
discharged,
such Mortgage Note and the related amortization schedule in
effect
at the time of any such acquisition of title (after giving effect
to
any previous Curtailments and before any adjustment thereto by
reason of any bankruptcy or similar proceeding or any moratorium
or
similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO
Property as aforesaid or otherwise in connection with a default
or
imminent default on a Mortgage Loan, the Master Servicer on
behalf
of the Trust Fund shall dispose of such REO Property within two
years after its acquisition by the Trust Fund for purposes of
Section 860G(a)(8) of the Code or at the expense of the Trust
Fund,
request, more than 60 days before the day on which the two-year
grace period would otherwise expire, an extension of the two-year
grace period unless the Master Servicer (subject to
Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect
that
the holding by the Trust Fund of such REO Property subsequent to
such two-year period will not result in the imposition on the
Trust
Fund 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 to the extent of accrued and unpaid interest
on
the Mortgage Loan, and any related REO Imputed Interest, at the
Net
Mortgage Rate, to the Due Date prior to the Distribution Date on
which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage
Loan
(or REO Property); 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); fifth, for
reimbursement for any payments made under the Policy to the
extent
not reimbursed pursuant to Section 4.02(a); and sixth, 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 E 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 E 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.
Subject
to Section 3.14(d), 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 Foreclosure Profits
and 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.
(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(c), 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(c) and (iii) will not withdraw from the Custodial Account
any
such amount of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the
Company.
Not later than fifteen days after each Distribution
Date, the Master Servicer shall forward to the Trustee and the
Company a statement, certified by a Servicing Officer, setting
forth
the status of the Custodial Account as of the close of business
on
such Distribution Date as it relates to the Mortgage Loans and
showing, for the period covered by such statement, the aggregate
of
deposits in or withdrawals from the Custodial Account in respect
of
the Mortgage Loans for each category of deposit specified in
Section
3.07 and each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company, the
Insurer 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 Insurer
hereby is so identified. The Company may, but is not obligated,
to
enforce the obligations of the Master Servicer hereunder and may,
but is not obligated, to perform, or cause a designee to perform,
any defaulted obligation of the Master Servicer hereunder or
exercise the rights of the Master Servicer hereunder; provided
that
the Master Servicer shall not be relieved of any of its
obligations
hereunder by virtue of such performance by the Company or its
designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer
and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
Section 3.21. Converted Mortgage Loans; Certain
Procedures and Purchasers.
(a) The Trustee, as Note Holder (as defined in the
Mortgage Notes for the Mortgage Loans) on behalf of the
Certificateholders is hereby authorized and hereby authorizes and
directs the Master Servicer, on behalf of the Note Holder, to
determine fixed interest rates into which Mortgagors under
Convertible Mortgage Loans may convert the adjustable interest
rates
on their Mortgage Notes in accordance with the fixed formula set
forth in such Mortgage Notes. The Master Servicer agrees to make
such determinations and otherwise administer the program
contemplated in the Mortgage Notes for the Convertible Mortgage
Loans until the later to occur of (i) the date on which all the
Convertible Mortgage Loans have become Converted Mortgage Loans,
and
(ii) the last date on which Mortgagors have the option to convert
the adjustable interest rates on their Mortgage Notes to fixed
interest rates.
(b) Upon becoming aware of the conversion of any
Convertible Mortgage Loan, the Master Servicer will promptly
notify
the Trustee (if it holds the related Mortgage File) or the
Custodian. Prior to the day on which a Convertible Mortgage Loan
has
become a Converted Mortgage Loan, the related Subservicer shall
be
obligated under the terms of the Program Guide to purchase any
Converting Mortgage Loan at the Purchase Price. In the event that
such Subservicer fails to so purchase a Converting Mortgage Loan,
the Master Servicer shall use its best efforts to purchase such
Converted Mortgage Loan during the one-month period following the
date of conversion to a Converted Mortgage Loan. All amounts
paid
by a Subservicer or the Master Servicer in connection with the
purchase of a Converting Mortgage Loan or Converted Mortgage
Loan,
as the case may be, will be deposited in the Custodial Account.
(c) Notwithstanding that a Mortgage Loan becomes a
Converting Mortgage Loan or Converted Mortgage Loan in any month,
such Converting Mortgage Loan or Converted Mortgage Loan shall
remain in the Trust Fund and all payments in respect thereof
shall
remain in the Trust Fund unless and until such Converting
Mortgage
Loan or Converted Mortgage Loan, as the case may be, is purchased
by
the related Subservicer or the Master Servicer, pursuant to
Section
3.21(b). Pursuant to the Program Guide, each related Subservicer
is
obligated to repurchase Converting Mortgage Loans. The Master
Servicer will use its best reasonable efforts to enforce such
obligation with respect to each Subservicer. A failure by the
related Subservicer to purchase a Converting Mortgage Loan
constitutes an event of default under the Program Guide,
provided,
however, that in the event the Master Servicer is acting as
Subservicer, the failure of the Subservicer to purchase a
Converting
Mortgage Loan shall not constitute an Event of Default hereunder.
(d) In the event that any Converting Mortgage Loan or
Converted Mortgage Loan is not purchased as provided in Section
3.21(b), the amount of the conversion fee, if any, paid by the
Mortgagor in connection with the conversion of the adjustable
rate
on such Converted Mortgage Loan into a fixed rate shall be
deposited
by the Master Servicer into the Custodial Account on the Business
Day immediately preceding the Distribution Date on which the
proceeds of the purchase of such Converted Mortgage Loan were to
be
distributed to Certificateholders. The obligation of the Master
Servicer to deposit the amounts, if any, required by this
subsection
(d) shall not limit or affect any purchase under subsection (b)
above.
(e) Upon any purchase of a Converting Mortgage Loan or
Converted Mortgage Loan, as the case may be, by the related
Subservicer or the Master Servicer pursuant to Section 3.21(b)
and
the deposit in the Custodial Account of the Purchase Price, the
Master Servicer shall give the Trustee written notice thereof
and,
based thereon, the Trustee shall release, or cause any Custodian
to
release, the related Mortgage File and convey such Mortgage Loan
to
the purchaser whereupon such purchased Converted Mortgage Loan
shall
cease to be part of the Trust Fund.
(f) The undertaking by the Master Servicer to use its
best efforts to purchase any Converted Mortgage Loan as provided
in
this Section 3.21 shall terminate without further action upon the
day which is one month after the date of conversion of such
Converted Mortgage Loan. The undertaking by the Master Servicer
under this Section 3.21 shall be construed as an agreement
independent of any other provisions of this Agreement. No party
to
this Agreement or any successor to any such party shall be
required
to purchase any Converted Mortgage Loan.
Section 3.22. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown Funds in an account that
satisfies
the requirements for a Subservicing Account (the "Buydown
Account").
The Master Servicer shall cause the Subservicing Agreement to
require that upon receipt from the Mortgagor of the amount due on
a
Due Date for each Buydown Mortgage Loan, the Subservicer will
withdraw from the Buydown Account the predetermined amount that,
when added to the amount due on such date from the Mortgagor,
equals
the full Monthly Payment and transmit that amount in accordance
with
the terms of the Subservicing Agreement to the Master Servicer
together with the related payment made by the Mortgagor or
advanced
by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan
prepays such loan in its entirety during the period (the "Buydown
Period") when Buydown Funds are required to be applied to such
Buydown Mortgage Loan, the Subservicer shall be required to
withdraw
from the Buydown Account and remit any Buydown Funds remaining in
the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in
accordance with the related buydown agreement may reduce the
amount
required to be paid by the Mortgagor to fully prepay the related
Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults
on such Mortgage Loan during the Buydown Period and the property
securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any
related Primary Insurance Policy), the Subservicer shall be
required
to withdraw from the Buydown Account the Buydown Funds for such
Buydown Mortgage Loan still held in the Buydown Account and remit
the same to the Master Servicer in accordance with the terms of
the
Subservicing Agreement for deposit in the Custodial Account or,
if
instructed by the Master Servicer, pay to the insurer under any
related Primary Insurance Policy if the Mortgaged Property is
transferred to such insurer and such insurer pays all of the loss
incurred in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to reduce the
amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate Account in which the Master
Servicer shall cause to be deposited on behalf of the Trustee on
or
before 2:00 P.M. New York time on each Certificate Account
Deposit
Date by wire transfer of immediately available funds an amount
equal
to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in
the
Certificate Account pursuant to Section 3.12(a), (iii) any amount
that the Master Servicer is not permitted to withdraw from the
Custodial Account pursuant to Section 3.16(e), (iv) any amount
required to be deposited in the Certificate Account pursuant to
Section 4.07, (v) any amount required to be deposited in the
Certificate Account pursuant to Section 9.01, (vi) an amount
equal
to the Certificate Insurer Premium payable on such Distribution
Date
and (vii) all other amounts constituting the Available
Distribution
Amount for the immediately succeeding Distribution Date.
In addition, the Trustee shall withdraw from the
Insurance Account and deposit into the Certificate Account the
amount necessary to make the Insured Payment on each Distribution
Date to the extent received from the Insurer.
(b) On each Distribution Date, prior to making any
other distributions referred to in Section 4.02 herein, the
Trustee
shall withdraw from the Certificate Account and pay to the
Insurer,
by wire transfer of immediately available funds, the Certificate
Insurer Premium for such Distribution Date; provided that the
Certificate Insurer Premium payable on the initial Distribution
Date
shall be paid to the Master Servicer.
(c) 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, 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 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, in each case to the extent of
the Available Distribution Amount plus the Insured Payment for
such
Distribution Date, if any, transferred from the Insurance Account
and payable to the Class A Certificateholders in accordance with
Section 4.08:
(i) to the Class A Certificateholders Accrued
Certificate Interest thereon for such Distribution Date,
minus
any Unpaid Interest Shortfalls for such Distribution Date,
plus any interest due on the Class A Certificates pursuant
to
this Section 4.02(a)(i) remaining unpaid from any previous
Distribution Date, for which no Insured Payment has been
previously paid to the Class A Certificateholders;
(ii) to the Class A Certificateholders, the
Principal Distribution Amount (except for any amounts
described in clause (b)(5) of the definition of Principal
Distribution Amount) (applied to reduce the Certificate
Principal Balance of the Class A Certificates until such
Certificate Principal Balance is reduced to zero); and
(iii) following the distributions set forth in
Section 4.02(b), to the Class R Certificateholders, the
balance, if any, of the Available Distribution Amount.
(b) In addition to the foregoing distributions set
forth in Section 4.02(a), on each Distribution Date, Excess Cash
Flow for such Distribution Date remaining after distribution of
the
amounts set forth in Section 4.02(a)(ii) shall be distributed by
the
Trustee in the manner set forth above, first, to pay to the
Insurer
any Cumulative Insurance Payments, second, to pay to the Class A
Certificateholders the portion of the Principal Distribution
Amount
consisting of any Subordination Increase Amount and third, to pay
to
the Class A Certificateholders any Unpaid Interest Shortfalls
remaining unpaid on the preceding Distribution Date, together
with
interest thereon at the Pass-Through Rate in effect from time to
time until the payment of such Unpaid Interest Shortfalls.
(c) Within five Business Days before the related
Distribution Date, the Master Servicer shall notify the Trustee
of
the amounts, if any, payable to the Insurer pursuant to Sections
4.02(b).
(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 in the order of priority set forth
in
this Section 4.02(a). Notwithstanding the foregoing, to the
extent
that the Master Servicer receives recoveries with respect to
Mortgage Loans that were the subject of Realized Losses which
were
allocated to the Class A Certificates and which were paid by the
Insurer pursuant to the Policy and not previously reimbursed
pursuant to Section 4.02(b), such recoveries shall be paid
directly
to the Insurer and applied to reduce Cumulative Insurance
Payments
then due to the Insurer. 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 Insurer, 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 Insurer 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.
(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 Company and the Insurer a
statement setting forth the following information as to 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;
(iii) if the distribution to the Holders of such
Class of Certificates is less than the full amount that
would
be distributable to such Holders 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 the Certificates, 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) 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 or more months and
the
number and aggregate principal balance of Mortgage Loans
that
are in foreclosure;
(viii) the number, aggregate principal balance and
book value of any REO Properties;
(ix) 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;
(x) the Required Subordinated Amount and
Subordinated Amount, after giving effect to distributions
made
on such Distribution Date;
(xi) the aggregate amount of Realized Losses for
such Distribution Date and the aggregate amount of Realized
Losses on the Mortgage Loans incurred since the Cut-off
Date;
(xii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xiii) the weighted average remaining term to
maturity of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date;
(xiv) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed
on such Distribution Date;
(xv) the amount of any Insured Payment made on such
Distribution Date, the amount of any reimbursement payment
made to the Insurer on such Distribution Date pursuant to
Section 4.02(a) and the amount of Cumulative Insurance
Payments after giving effect to any such Insured Payment or
any such reimbursement payment to the Insurer;
(xvi) the Pass-Through Rate on the Class A
Certificates for such Distribution Date;
(xvii) the aggregate principal balance of all
Converting Mortgage Loans and Converted Mortgage Loans, as
the
case may be, purchased by the related Subservicer or the
Master Servicer pursuant to Section 3.21, the proceeds of
which are being distributed on such Distribution Date and
the
aggregate principal balance of all Converted Mortgage Loans
which have not been so purchased pursuant to Section 3.21;
and
(xviii) the amount of Unpaid Interest Shortfalls for
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 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, the Insurer, any
Paying
Agent and the Company (the information in such statement to be
made
available to Certificateholders by the Master Servicer on
request)
setting forth (i) the Available Distribution Amount, (ii) the
amounts required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the immediately
succeeding
Certificate Account Deposit Date pursuant to clause (iii) of
Section
4.01(a), (iii) the Certificate Insurer Premium, if any, (iv) if
the
Master Servicer determines that the Deficiency Amount for such
Distribution Date is greater than zero, the amount necessary to
complete the notice in the form of Exhibit A to the Policy (the
"Notice"), (v) Cumulative Insurance Payments, (vi) the aggregate
Purchase Prices for, and outstanding principal balances of, any
Converted Mortgage Loans required to be purchased on or prior to
the
succeeding Certificate Account Deposit Date pursuant to Section
3.21(b) and, if applicable, the amounts required to be deposited
on
or prior to such Certificate Account Deposit Date pursuant to
Section 3.21(d) and (vii) the amount of Unpaid Interest
Shortfalls.
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 Relief
Act,
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 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 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 Company, the
Insurer 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
and the Insurer 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,
shall be allocated as follows: first, to the Excess Cash Flow for
such Distribution Date; second to the Class R Certificates, up to
an
amount equal to the excess, if any, of (i) the then aggregate
Stated
Principal Balance of the Mortgage Loans over (ii) the then
aggregate
Certificate Principal Balance of the Class A Certificates, until
the
Certificate Principal Balance of the Class R Certificates has
been
reduced to zero; and third, to Class A Certificates on a pro rata
basis until the Certificate Principal Balance thereof has been
reduced to zero; provided that the aggregate amount of Realized
Losses that are allocable to the Excess Cash Flow and the Class R
Certificates pursuant to clauses first and second above shall not
exceed 3.00% of the aggregate Cut-off Date Principal Balance of
the
Mortgage Loans.
As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or more specified Classes of
Certificates
means an allocation on a pro rata basis, among the various
Classes
so specified, to each such Class of Certificates on the basis of
their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution
Date
in the case of the principal portion of a Realized Loss or based
on
the Accrued Certificate Interest thereon in the case of an
interest
portion of a Realized Loss.
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 to the Class R Certificates, 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).
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
informational returns relating to cancellation of indebtedness
income with respect to any Mortgaged Property required by
Sections
6050H, 6050J and 6050P, respectively, of the Code, and deliver to
the Trustee an Officers' Certificate on or before March 31 of
each
year stating that such reports have been filed. Such reports
shall
be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment
by 90 days or more, the Master Servicer may, at its option,
purchase
such Mortgage Loan from the Trustee at the Purchase Price
therefor.
If at any time the Master Servicer makes a payment to the
Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating
that
the amount of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Master Servicer without
recourse
to the Master Servicer which shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall
be
an assignment outright and not for security. The Master Servicer
will thereupon own such Mortgage, and all such security and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Notwithstanding
anything
to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such
purchase in accordance with the terms of this Agreement and, if
any
Realized Loss with respect to such Mortgage Loan occurs, allocate
such Realized Loss 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. For purposes of
reports to Certificateholders or the Insurer, and for purposes of
calculating the Required Subordination Amount, any Mortgage Loan
purchased pursuant to this Section shall be treated as if it had
not
been so purchased.
Section 4.08. The Policy.
(a) If pursuant to Section 4.04(a)(iv), the Master
Servicer determines that the Deficiency Amount for such
Distribution
Date is greater than zero, the Trustee shall complete the Notice
and
submit such Notice in accordance with the Policy to the Insurer
no
later than 12:00 P.M., New York City time, on the Business Day
immediately preceding each Distribution Date, as a claim for an
Insured Payment in an amount equal to such Deficiency Amount.
(b) The Trustee shall establish and maintain the
Insurance Account on behalf of the Holders of the Class A
Certificates. Upon receipt of an Insured Payment from the
Insurer
on behalf of the Class A Certificateholders, the Trustee shall
deposit such Insured Payment in the Insurance Account. All
amounts
on deposit in the Insurance Account shall remain uninvested. On
each Distribution Date, the Trustee shall transfer any Insured
Payment then on deposit in the Insurance Account to the
Certificate
Account. The Trustee shall distribute on each Distribution Date
the
Deficiency Amount for such Distribution Date from the Certificate
Account, together with the distributions due to the Class A
Certificateholders on such Distribution Date, as follows: (i) the
portion of any such Deficiency Amount related to clauses (i) and
(ii) of the definition of Deficiency Amount shall be distributed
among the Class A Certificateholders on a pro rata basis; and
(iii)
the portion of any such Deficiency Amount related to clause (iii)
of
the definition of Deficiency Amount shall be distributed to the
Class A Certificateholders in accordance with Section 9.01(c).
(c) The Trustee shall (i) receive as attorney-in-fact
of each Class A Certificateholder any Insured Payment from the
Insurer and (ii) distribute such Insured Payment to such Class A
Certificateholders as set forth in subsection (b) above. Insured
Payments disbursed by the Trustee from proceeds of the Policy
shall
not be considered payment by the Trust Fund with respect to the
Class A Certificates, nor shall such disbursement of such Insured
Payments discharge the obligations of the Trust Fund with respect
to
the amounts thereof, and the Insurer shall become owner of such
amounts to the extent covered by such Insured Payments as the
deemed
assignee of such Class A Certificateholders. The Trustee hereby
agrees on behalf of each Class A Certificateholder (and each
Class
A Certificateholder, by its acceptance of its Class A
Certificates,
hereby agrees) for the benefit of the Insurer that the Trustee
shall
recognize that to the extent the Insurer makes Insured Payments,
either directly or indirectly (as by paying through the Trustee),
to
the Class A Certificateholders, the Insurer will be entitled to
be
subrogated to the rights of the Class A Certificateholders to the
extent of such payments.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A Certificates and Class R Certificates
shall be substantially in the forms set forth in Exhibits A and B
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 Class A Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess
thereof. The Class R Certificates shall be issuable in minimum
percentage interests of 20.0% and integral multiples of 0.01% in
excess thereof; provided, however, that one Class R Certificate
may
be issued to Residential Funding as "tax matters person" pursuant
to
Section 10.01(c) 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. The Trustee shall attach a written statement of
insurance, prepared by the Insurer, to any Class of Certificates
subject to an Insured Payment if the Insurer so requests.
(b) The Class A Certificates shall initially be issued
as one or more Certificates registered in the name of the
Depository
or its nominee and, except as provided below, registration of
such
Certificates may not be transferred by the Trustee except to
another
Depository that agrees to hold such Certificates for the
respective
Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership
Interests
in and to each of the Class A Certificates, through the
book-entry
facilities of the Depository and, except as provided below, shall
not be entitled to Definitive Certificates in respect of such
Ownership Interests. All transfers by Certificate Owners of
their
respective Ownership Interests in the Book-Entry Certificates
shall
be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer
the
Ownership Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which
it
acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Company may for all
purposes (including the making of payments due on the respective
Classes of Book-Entry Certificates) deal with the Depository as
the
authorized representative of the Certificate Owners with respect
to
the respective Classes of Book-Entry Certificates for the
purposes
of exercising the rights of Certificateholders hereunder. The
rights of Certificate Owners with respect to the respective
Classes
of Book-Entry Certificates shall be limited to those established
by
law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable
record
date in connection with solicitations of consents from or voting
by
Certificateholders and shall give notice to the Depository of
such
record date.
If (i)(A) the Company advises the Trustee in writing that
the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to
locate a qualified successor or (ii) the Company at its option
advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository, the Trustee shall
notify
all Certificate Owners, through the Depository, of the occurrence
of
any such event and of the availability of Definitive Certificates
to
Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Definitive
Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository
or
its nominee, including, without limitation, any delay in delivery
of
such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations
imposed
upon or to be performed by the Company in connection with the
issuance of the Definitive Certificates pursuant to this Section
5.01 shall be deemed to be imposed upon and performed by the
Trustee, and the Trustee and the Master Servicer shall recognize
the
Holders of the Definitive Certificates as Certificateholders
hereunder.
Section 5.02. Registration of Transfer and Exchange
of Certificates.
(a) The Trustee shall cause to be kept at one of the
offices or agencies to be appointed by the Trustee in accordance
with the provisions of Section 8.12 a Certificate Register in
which,
subject to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The
Trustee is initially appointed Certificate Registrar for the
purpose
of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate Registrar, or
the
Trustee, shall provide the Master Servicer with a certified list
of
Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for
such purpose pursuant to Section 8.12 and, in the case of any
Class
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 R 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 (the "1933
Act"), and any applicable state securities laws or is made in
accordance with said Act and laws. Except as otherwise provided
in
this Section 5.02(d), in the event that a transfer of a Class R
Certificate is to be made, (i) unless the Company directs the
Trustee otherwise, 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 (ii) the
Trustee shall require the transferee to execute a representation
letter, substantially in the form of Exhibit H hereto, and the
Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit I 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.
In
lieu of the requirements set forth in the preceding sentence,
transfers of Class R Certificates may be made in accordance with
this Section 5.02(d) if the prospective transferee of such a
Certificate provides the Trustee and the Master Servicer with an
investment letter substantially in the form of Exhibit M attached
hereto, 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 (i) 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 (ii) is
aware
that the proposed transferror intends to rely on the exemption
from
registration requirements under the 1933 Act provided by Rule
144A.
The Holder of a Class R Certificate desiring to effect any
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 and this
Agreement.
(e) In the case of any 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,
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 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
shall require that any prospective transferee of a Class R
Certificate provide either a certification to the effect set
forth
in paragraph six of Exhibit H, which the Trustee may rely upon
without further inquiry or investigation, or such 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 G-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 G-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 G-2.
(E) Each Person holding or acquiring an
Ownership Interest in a Class R Certificate, by
purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of
Temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is,
or is holding an Ownership Interest in a Class R
Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of
any Class R Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the
Holder
requesting such transfer in the form attached hereto as
Exhibit G-2 and all of such other documents as shall have
been
reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to
Non-United States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization
shall
become a holder of a Class R Certificate, then the last
preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of
such
Transfer of such Class R Certificate. If a Non-United
States
Person shall become a holder of a Class R Certificate, then
the last preceding United States Person shall be restored,
to
the extent permitted by law, to all rights and obligations
as
Holder thereof retroactive to the date of registration of
such
Transfer of such Class R Certificate. If a transfer of a
Class R Certificate is disregarded pursuant to the
provisions
of Treasury Regulations Section 1.860E-1 or Section
1.860G-3,
then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate.
The Trustee shall be under no liability to any Person for
any
registration of Transfer of a Class R Certificate that is in
fact not permitted by this Section 5.02(f) or for making any
payments due on such Certificate to the holder thereof or
for
taking any other action with respect to such holder under
the
provisions of this Agreement.
(B) If any purported Transferee shall
become a Holder of a Class R Certificate in violation
of
the restrictions in this 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 consent of the Insurer and
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 Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a
certificate of the Master Servicer stating that the
Master Servicer has received an Opinion of Counsel, in
form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or
absence of such provisions will not cause the Trust
Fund
to cease to qualify as a REMIC and will not cause (x)
the Trust Fund to be subject to an entity-level tax
caused by the Transfer of any Class R Certificate to a
Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted
Transferee.
(g) No service charge shall be made for any transfer
or exchange of Certificates of any Class, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental
charge that may be imposed in connection with any transfer or
exchange of Certificates.
(h) All Certificates surrendered for transfer and
exchange shall be destroyed by the Certificate Registrar.
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
Insurer, the Trustee, the Certificate Registrar and any agent of
the
Company, the Master Servicer, the Insurer, 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, except as and to the extent
provided
in the definition of "Certificateholder" and in Section 4.08, and
neither the Company, the Master Servicer, the Trustee, the
Insurer,
the Certificate Registrar nor any agent of the Company, the
Master
Servicer, the Trustee or the Certificate Registrar shall be
affected
by notice to the contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose
of making distributions to Certificateholders 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 Certificateholders in the
amounts
and in the manner provided for in Section 4.02, such sum to be
held
in trust for the benefit of Certificateholders.
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 Certificateholders in trust
for
the benefit of the Certificateholders entitled thereto until such
sums shall be paid to such Certificateholders. 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 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 the Certificates
plus
the sum of one month's Accrued Certificate Interest thereon and
any
previously unpaid Accrued Certificate Interest, including Unpaid
Interest Shortfalls remaining unpaid on the preceding
Distribution
Date, together with interest thereon at the Pass-Through Rate in
effect from time to time until the payment of such Unpaid
Interest
Shortfalls.
(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, the
Insurer 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, subject
to
any rights of the Insurer hereunder with respect thereto.
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
Sections 3.21, 7.01 or 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
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) or each Rating Agency's "shadow" rating of the
Insurer in connection with the issuance of these Certificates
shall
not be adversely affected.
(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,
the Insurer and the Company, is willing to service the Mortgage
Loans and executes and delivers to the Company, the Insurer and
the
Trustee an agreement, in form and substance reasonably
satisfactory
to the Company, the Insurer and the Trustee, which contains an
assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to
such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency).
In
the case of any such assignment and delegation, the Master
Servicer
shall be released from its obligations under this Agreement,
except
that the Master Servicer shall remain liable for all liabilities
and
obligations incurred by it as Master Servicer hereunder prior to
the
satisfaction of the conditions to such assignment and delegation
set
forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the
Master Servicer shall be under any liability to the Trust Fund or
the Certificateholders 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 (subject
to
Section 3.10(a)(viii)) and held harmless against any loss,
liability
or expense incurred in connection with any legal action relating
to
this Agreement or the Certificates, other than any loss,
liability
or expense related to any specific Mortgage Loan or Mortgage
Loans
(except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss, liability
or
expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by
reason
of reckless disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be
under any obligation to appear in, prosecute or defend any legal
or
administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and
which in its opinion may involve it in any expense or liability;
provided, however, that the Company or the Master Servicer may in
its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto
and
the interests of the Certificateholders hereunder. In such
event,
the legal expenses and costs of such action, proceeding, hearing
or
examination and any liability resulting therefrom shall be
expenses,
costs and liabilities of the Trust Fund, and the Company and the
Master Servicer shall be entitled to be reimbursed therefor out
of
amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate
of
such expenses and costs shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in
the
same manner as if such expenses and costs constituted a
Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to
Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be
evidenced
by an Opinion of Counsel to such effect delivered to the Trustee
and
the Insurer. No such resignation by the Master Servicer shall
become effective until the Trustee or a successor servicer
reasonably acceptable to the Insurer 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 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, the
Insurer or the Company or to the Master Servicer, the
Company
and the Trustee by 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, the Insurer or the
Company, or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of any Class
evidencing, as to 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 shall at the direction of the Insurer
(unless an Insurer Default is continuing) or at the direction of
Holders of Certificates entitled to at least 51% of the Voting
Rights, by notice to the Master Servicer (and to the Company and
the
Insurer if given by the Trustee or to the Trustee and the Insurer
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; provided, however, that unless an
Insurer Default is continuing the successor to the Master
Servicer
appointed pursuant to Section 7.02 shall be acceptable to the
Insurer and shall have accepted the duties of Master Servicer
effective upon the resignation of the Master Servicer. If an
Event
of Default described in clause (vi) hereof shall occur, the
Trustee
with the consent of the Insurer (which consent shall not be
unreasonably withheld) shall, by notice to the Master Servicer,
the
Company and the Insurer, 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
and
upon request of the Insurer, a copy of the Program Guide to the
Insurer.
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 Insurer may appoint a successor
Master Servicer and if the Insurer fails to do so within 30 days,
the Trustee or, upon notice to the Insurer and the Company and
with
the Company's and the Insurer'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,
2.03(a) and 3.21(b) and (f), 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(c) 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 Insurer may
appoint a successor Master Servicer and if the Insurer fails to
do
so within 30 days, the Trustee may, if it shall be unwilling to
so
act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established
housing
and home finance institution, which is also a FNMA- or
FHLMC-approved mortgage servicing institution, having a net worth
of
not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer
hereunder. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee shall become successor to the
Master
Servicer and shall act in such capacity as hereinabove provided.
In
connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out
of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of
that permitted the initial Master Servicer hereunder. The
Company,
the Trustee, the Custodian and such successor shall take such
action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Servicing Fee for any
successor
Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the
Subservicing Fee accrues at a rate of less than 0.20% per annum
in
the event that the successor Master Servicer is not servicing
such
Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a
Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register and the Insurer.
(b) Within 60 days after the occurrence of any Event
of Default, the Trustee shall transmit by mail to all Holders of
Certificates and to the Insurer notice of each such Event of
Default
hereunder known to the Trustee, unless such Event of Default
shall
have been cured or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Insurer or the Holders representing at least 66% of
the Voting Rights of Certificates affected by a default or Event
of
Default hereunder, with the written consent of the Insurer, which
consent shall not be unreasonably withheld, may waive any 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, with the
written consent of the Insurer, 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
Insurer or the Holders representing the requisite percentage of
Voting Rights of Certificates affected by such default or Event
of
Default with the consent of the Insurer, which consent shall not
be
unreasonably withheld, 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
Insurer and the Certificateholders 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 and the Trustee shall
furnish
in a timely fashion to the Insurer such information as the
Insurer
may reasonably request from time to time for the Insurer to
protect
its interests and to fulfill its duties as set forth in the
Policy.
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
the Insurer or the Certificateholders holding Certificates
of
any Class affected thereby 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
Insurer,
the Company or any Certificateholder; 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.
(e) No provision in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur any
personal financial liability in connection with the enforcement
of
the Policy, or in the exercise of any of its rights or powers
thereunder, 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.
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 Insurer,
pursuant to the provisions of this Agreement, unless such
Certificateholders or the Insurer shall have offered to the
Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or
thereby and the Insurer has given its consent; 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 the Insurer or Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests,
aggregating not less than 50% with the written consent of
the
Insurer; 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 or the Insurer 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 provided that
the Trustee shall remain liable for any acts of such 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 Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a banking
corporation or a national banking association having its
principal
office in a state and city acceptable to the Company and the
Insurer
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 and the Insurer. Upon receiving such
notice
of resignation, the Company shall promptly appoint a successor
trustee acceptable to the Insurer 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, then the Insurer may appoint a successor trustee and
if
the Insurer fails to do so within 30 days, 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 Insurer or
the
Company with the consent of the Insurer, which consent shall not
be
unreasonably withheld, 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 Insurer or the Company with
the consent of the Insurer, which consent shall not be
unreasonably
withheld, 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 Insurer or the
Company
determines that the Trustee has failed (i) to make a claim
available
under the Policy or failed to distribute or cause to be
distributed
to Certificateholders any amount required to be distributed
hereunder (including any Insured Payment), 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 or the Insurer,
then
the Insurer or the Company with the consent of the Insurer, which
consent shall not be unreasonably withheld, 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) During the continuance of an Insurer Default, the
Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor
trustee by written instrument or instruments, in triplicate,
signed
by such Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to the
Company,
one complete set to the Trustee so removed and one complete set
to
the successor so appointed.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the
provisions
of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the
Company
and the Insurer and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the
resignation
or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall
become
fully vested with all the rights, powers, duties and obligations
of
its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver
to
the successor trustee all Mortgage Files and related documents
and
statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any
successor trustee hereunder), and the Company, the Master
Servicer
and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be
required
for more fully and certainly vesting and confirming in the
successor
trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless at the time of such acceptance
such
successor trustee shall be eligible under the provisions of
Section
8.06.
(c) Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall mail
notice
of the succession of such trustee hereunder to all Holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10
days
after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into
which the Trustee may be merged or converted or with which it may
be
consolidated or any corporation or national banking association
resulting from any merger, conversion or consolidation to which
the
Trustee shall be a party, or any corporation or national banking
association succeeding to the business of the Trustee, shall be
the
successor of the Trustee hereunder, provided such corporation or
national banking association shall be eligible under the
provisions
of Section 8.06, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Trustee shall mail
notice of any such merger or consolidation to the
Certificateholders
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 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, the Insurer 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. 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 of the appointment of any Custodian (other
than
the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the
City of New York where Certificates may be surrendered for
registration of transfer or exchange. The Trustee initially
designates its offices located at 14 Wall Street, 8th Floor, New
York, New York 10005 for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address
stated
in Section 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
(other
than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders 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
(other than the Policy) 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, plus
any
amounts due to the Insurer under the Insurance Agreement;
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. No purchase
pursuant to clause (ii) is permitted if it would result in a draw
on
the Policy unless the Insurer consents.
(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 and the Insurer 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 (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
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
Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of
such final distribution specifying:
(i) the anticipated Final Distribution Date upon
which final payment of the Certificates is anticipated to be
made upon presentation and surrender of Certificates at the
office or agency of the Trustee therein designated,
(ii) the amount of any such final payment, if
known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, and 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 as aforesaid, it shall give
such notice to the Certificate Registrar at the time such notice
is
given to Certificateholders. 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) Upon presentation and surrender of the
Certificates by the Certificateholders, the Trustee shall
distribute
to the Certificateholders and to the Insurer (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 Class A Certificate the outstanding Certificate Principal
Balance thereof, plus one month's Accrued Certificate Interest
thereon 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
(C) with respect to the Insurer, any amounts owed to it pursuant
to
the Insurance Agreement.
(d) In the event that any Certificateholders shall not
surrender their Certificates for final payment and cancellation
on
or before the Final Distribution Date, 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 and
the
Certificateholders shall look only to the Master Servicer for
such
payment.
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 or the Insurer) to the effect that the
failure of the Trust Fund to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust
Fund
of taxes on "prohibited transactions," as described in Section
860F
of the Code, or (ii) cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for the Trust Fund and specify the first
day of such period in a statement attached to the Trust
Fund's
final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the
requirements of a qualified liquidation for the Trust Fund
under Section 860F of the Code and the regulations
thereunder;
(ii) The Master Servicer shall notify the Trustee
at the commencement of such 90-day liquidation period and,
at
or prior to the time of making of the final payment on the
Certificates, the Trustee shall sell or otherwise dispose of
all of the remaining assets of the Trust Fund in accordance
with the terms hereof; and
(iii) If the Master Servicer or the Company is
exercising its right to purchase the assets of the Trust
Fund,
the Master Servicer shall, during the 90-day liquidation
period and at or prior to the Final Distribution Date,
purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter
ends after the commencement of the 90-day liquidation period
but prior to the Final Distribution Date, the Master
Servicer
or the Company shall not purchase any of the assets of the
Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee
hereby irrevocably approves and appoints the Master Servicer as
its
attorney-in-fact to adopt a plan of complete liquidation for the
Trust Fund at the expense of the Trust Fund in accordance with
the
terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to
treat the Trust Fund as a REMIC under the Code and, if necessary,
under applicable state law. Such election will be made on Form
1066
or other appropriate federal tax or information return (including
Form 8811) or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election
in
respect of the Trust Fund, the Class A Certificates shall be
designated as the "regular interests" and the Class R
Certificates
shall be designated as the sole class of "residual interests" in
the
REMIC. The REMIC Administrator and the Trustee shall not permit
the
creation of any "interests" (within the meaning of Section 860G
of
the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the
"startup day" of the Trust Fund within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R
Certificate representing a 0.01% Percentage Interest of the Class
R
Certificates and shall be designated as the "tax matters person"
with respect to the REMIC in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury
regulations
section 301.6231(a)(7)-1T. Residential Funding, as tax matters
person, shall (i) act on behalf of the REMIC in relation to any
tax
matter or controversy involving the Trust Fund and (ii) represent
the Trust Fund in any administrative or judicial proceeding
relating
to an examination or audit by any governmental taxing authority
with
respect thereto. The legal expenses, including without
limitation
attorneys' or accountants' fees, and costs of any such proceeding
and any liability resulting therefrom shall be expenses of the
Trust
Fund and the REMIC Administrator shall be entitled to
reimbursement
therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10
unless
such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross
negligence.
If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its
duties as REMIC Administrator and shall be paid reasonable
compensation not to exceed $3,000 per year by any successor
Master
Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to
be prepared all of the Tax Returns that it determines are
required
with respect to the REMIC created hereunder and deliver such Tax
Returns in a timely manner to the Trustee and the Trustee shall
sign
and file such Tax Returns in a timely manner. The expenses of
preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee
with
respect to any tax or liability arising from the Trustee's
signing
of Tax Returns that contain errors or omissions. The Trustee and
Master Servicer shall promptly provide the REMIC Administrator
with
such information as the REMIC Administrator may from time to time
request for the purpose of enabling the REMIC Administrator to
prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any
Transferor of a Class R Certificate such information as is
necessary
for the application of any tax relating to the transfer of a
Class
R Certificate to any Person who is not a Permitted Transferee,
(ii)
to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) to the Internal
Revenue
Service the name, title, address and telephone number of the
person
who will serve as the representative of the REMIC.
(f) The Master Servicer and the REMIC Administrator
shall take such actions and shall cause the REMIC created
hereunder
to take such actions as are reasonably within the Master
Servicer's
or the REMIC Administrator's control and the scope of its duties
more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the
REMIC
Provisions (and the Trustee shall assist the Master Servicer and
the
REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). In
performing their duties as 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 and the scope of
duties
more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the REMIC as a REMIC or (ii) result in the
imposition of a tax upon the REMIC (including but not limited to
the
tax on prohibited transactions as defined in Section 860F(a)(2)
of
the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence
of
an Opinion of Counsel or the indemnification referred to in this
sentence, an "Adverse REMIC Event") unless the Master Servicer or
the REMIC Administrator, as applicable, has received an Opinion
of
Counsel (at the expense of the party seeking to take such action
or,
if such party fails to pay such expense, and the Master Servicer
or
the REMIC Administrator, as applicable, determines that taking
such
action is in the best interest of the Trust Fund and the
Certificateholders and is not adverse to the interests of the
Insurer, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not,
with
respect to the REMIC created hereunder, endanger such status or,
unless the Master Servicer or the REMIC Administrator or both, as
applicable, determine in its or their sole discretion to
indemnify
the Trust Fund against the imposition of such a tax, result in
the
imposition of such a tax. Wherever in this Agreement a
contemplated
action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only
be
taken pursuant to an Opinion of Counsel that such action would
not
impose a tax on the Trust Fund, such action may nonetheless be
taken
provided that the indemnity given in the preceding sentence with
respect to any taxes that might be imposed on the Trust Fund has
been given and that all other preconditions to the taking of such
action have been satisfied. The Trustee shall not take or fail
to
take any action (whether or not authorized hereunder) as to which
the Master Servicer or the REMIC Administrator, as applicable,
has
advised it in writing that it has received an Opinion of Counsel
to
the effect that an Adverse REMIC Event could occur with respect
to
such action. In addition, prior to taking any action with
respect
to the REMIC or its assets, or causing the REMIC to take any
action,
which is not expressly permitted under the terms of this
Agreement,
the Trustee will consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event
to
occur with respect to the REMIC and the Trustee shall not take
any
such action or cause the REMIC to take any such action as to
which
the Master Servicer or the REMIC Administrator, as applicable,
has
advised it in writing that an Adverse REMIC Event could occur.
The
Master Servicer or the REMIC Administrator, as applicable, may
consult with counsel to make such written advice, and the cost of
same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At
all
times as may be required by the Code, the Master Servicer or the
REMIC Administrator, as applicable, will to the extent within its
control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of the REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the
Code
and "permitted investments" as defined in Section 860G(a)(5) of
the
Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of the REMIC created hereunder as
defined
in Section 860F(a)(2) of the Code, on "net income from
foreclosure
property" of the REMIC as defined in Section 860G(c) of the Code,
on
any contributions to the REMIC after the startup day therefor
pursuant to Section 860G(d) of the Code, or any other tax imposed
by
the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax
arises out of or results from a breach by the Master Servicer of
any
of its obligations under this Agreement or the Master Servicer
has
in its sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax arises out of
or
results from a breach by the Trustee of any of its obligations
under
this Article X, or (iii) otherwise against amounts on deposit in
the
Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate
of
such taxes shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest
Shortfall.
(h) The Trustee and the Master Servicer shall, for
federal income tax purposes, maintain books and records with
respect
to the REMIC on a calendar year and on an accrual basis or as
otherwise may be required by the REMIC Provisions.
(i) Following the startup day, neither the Master
Servicer nor the Trustee shall accept any contributions of assets
to
the REMIC unless (subject to Section 10.01(f)) the Master
Servicer
and the Trustee shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the REMIC will not
cause
the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax
under
the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall
(subject to Section 10.01(f)) enter into any arrangement by which
the REMIC will receive a fee or other compensation for services
nor
permit the REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the
Code
or "permitted investments" as defined in Section 860G(a)(5) of
the
Code.
(k) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" by which the Certificate Principal
Balance
of each Class of Certificates representing a regular interest in
the
REMIC would be reduced to zero is March 25, 2026, which is the
Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall
sell, dispose of or substitute for any of the Mortgage Loans
(except
in connection with (i) the default, imminent default or
foreclosure
of a Mortgage Loan, including but not limited to, the acquisition
or
sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the REMIC, (iii) the
termination
of the REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) or acquire any assets for the REMIC or sell or dispose
of
any investments in the Custodial Account or the Certificate
Account
for gain, or accept any contributions to the REMIC after the
Closing
Date unless it has received an Opinion of Counsel that such sale,
disposition, substitution or acquisition will not (a) affect
adversely the status of the 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 REMIC to be subject to
a
tax on "prohibited transactions" or "contributions" pursuant to
the
REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund,
the Company, the REMIC Administrator and the Master Servicer for
any
taxes and costs including, without limitation, any reasonable
attorneys fees imposed on or incurred by the Trust Fund, the
Company
or the Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X. In the
event
that Residential Funding is no longer the Master Servicer, the
Trustee shall indemnify Residential Funding for any taxes and
costs
including, without limitation, any reasonable attorneys fees
imposed
on or incurred by Residential Funding 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, with the consent of the Insurer, but without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or desirable
to maintain the qualification of the Trust Fund as a REMIC
at
all times that any Certificate is outstanding or to avoid or
minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the
Trust Fund, provided that the Trustee has received an
Opinion
of Counsel to the effect that (A) such action is necessary
or
desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B)
such action will not adversely affect in any material
respect
the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits
into the Custodial Account or the Certificate Account or to
change the name in which the Custodial Account is
maintained,
provided that (A) the Certificate Account Deposit Date shall
in no event be later than the related Distribution Date, (B)
such change shall not, as evidenced by an Opinion of
Counsel,
adversely affect in any material respect the interests of
any
Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of
Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such
effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates by virtue of their
being
the "residual interests" in the REMIC provided that (A) such
change shall not result in reduction of the rating assigned
to
any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a
letter
from each Rating Agency to such effect, and (B) such change
shall not (subject to Section 10.01(f)), as evidenced by an
Opinion of Counsel (at the expense of the party seeking so
to
modify, eliminate or add such provisions), cause the Trust
Fund or any of the Certificateholders (other than the
transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially
inconsistent
with the provisions of this Agreement, provided that such
action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of
any
Certificateholder and is authorized or permitted under
Section
11.09(d).
(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 Insurer and the Holders of
Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates 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; 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 without the consent of the Holder of such
Certificate, or
(ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a
manner other than as described in clause (i) hereof without
the consent of Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests
aggregating
not less than 66%, or
(iii) reduce the aforesaid percentage of
Certificates of any Class the Holders of which are required
to
consent to any such amendment, in any such case without the
consent of the Holders of all Certificates of such Class
then
outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel
(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. 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 R 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 R
Certificateholders, but shall not be and shall not be deemed to
be
under any circumstances included in the Trust Fund. To the
extent
that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established
shall be an outside reserve fund and not an asset of the Trust
Fund,
(ii) any such reserve fund shall be owned by the Company, and
(iii)
amounts transferred by the Trust Fund to any such reserve fund
shall
be treated as amounts distributed by the Trust Fund to the
Company
or any successor, all within the meaning of Treasury regulations
Section 1.860G-2(h) in effect 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 and such related insurer 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 Master Servicer or the
Trustee,
as applicable; provided that the Company obtains (subject to
Section 10.01(f)) an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such
amendment will not cause (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed
on
"prohibited transactions" under Section 860F(a)(1) of the Code or
on
"contributions after the startup date" under Section 860G(d)(1)
of
the Code and (b) the Trust Fund to fail to qualify as a REMIC at
any
time that any Certificate is outstanding. In the event that the
Company elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the
Company may elect that the text of such amendment to this
Agreement
shall be substantially in the form attached hereto as Exhibit J
(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 K, 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 the Insurer or Holders of
Certificates entitled to at least 25% of the Voting Rights), but
only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects
the
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of
this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
Section 11.03. Limitation on Rights of
Certificateholders.
(a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust Fund,
nor
entitle such Certificateholder's legal representatives or heirs
to
claim an accounting or to take any action or proceeding in any
court
for a partition or winding up of the Trust Fund, nor otherwise
affect the rights, obligations and liabilities of any of the
parties
hereto.
(b) No Certificateholder shall have any right to vote
(except as expressly provided herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be
construed
so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any
Certificateholder 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) No 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 and the Insurer a written notice of default
and
of the continuance thereof, as hereinbefore provided and such
default would not result in a claim under the Policy, 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 Insurer
shall
have given its written consent, 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 with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates of any Class shall have any right in any manner
whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of
such
Certificates of such Class or any other Class, or to obtain or
seek
to obtain priority over or preference to any other such Holder,
or
to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders
of
such Class or all Classes, as the case may be. For the
protection
and enforcement of the provisions of this Section 11.03, each and
every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed
by
and construed in accordance with the laws of the State of New
York
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing
and shall be deemed to have been duly given if personally
delivered
at or mailed by registered mail, postage prepaid (except for
notices
to the Trustee which shall be deemed to have been duly given only
when received), to (a) in the case of the Company, 8400
Normandale
Lake Boulevard, Suite 700, Minneapolis, Minnesota 55437,
Attention:
President, or such other address as may hereafter be furnished to
the Master Servicer and the Trustee in writing by the Company,
(b)
in the case of the Master Servicer, 10 Universal City Plaza,
Suite
2100, Universal City, California 91608, Attention: Ms. Becker or
such other address as may be hereafter furnished to the Company
and
the Trustee by the Master Servicer in writing, (c) in the case of
the Trustee, Four Albany Street, New York, New York 10006,
Attention: Residential Funding Mortgage Securities I, Inc.
Series
1996-QS2 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 Moody's, 99 Church Street, 4th Floor, New York, New
York, 10007, Attention: Residential Mortgage Pass-Through
Monitoring, or such other address as may hereafter be furnished
to
the Company, the Trustee and the Master Servicer in writing by
Moody's, (e) in the case of Standard & Poor's, 26 Broadway, 15th
Floor, New York, New York 10006 Attention: Mortgage Surveillance
or
such other address as may be hereafter furnished to the Company,
Trustee and Master Servicer by Standard & Poor's and (f) in the
case
of the Insurer, MBIA Insurance Corporation, 113 King Street,
Armonk,
New York 10504 Attention: Insured Portfolio Management Structured
Finance (IPM-SF) or such other address as may be hereafter
furnished
in writing by the Insurer. 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 and the
Insurer.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating Agency, the Insurer and each
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 and the Insurer 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 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 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,
the Insurer and the Subservicer of any such event known to the
Master Servicer.
In addition to the above delivery requirements, the
Company, the Master Servicer or the Trustee, as applicable, shall
provide a copy to the Insurer at such time as otherwise required
to
be delivered pursuant to this Agreement of any of written
confirmation, written notice or legal opinion.
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 or of the Insurer.
Section 11.08. Supplemental Provisions for
Resecuritization.
(a) This Agreement may be supplemented by means
of the
addition of a separate Article hereto (a "Supplemental Article")
for
the purpose of resecuritizing any of the Certificates issued
hereunder, under the following circumstances. With respect to
any
Class or Classes of Certificates issued hereunder, or any portion
of
any such Class, as to which the Company or any of its Affiliates
(or
any designee thereof) is the registered Holder (the
"Resecuritized
Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust or custodial
arrangement (a "Restructuring Vehicle") to be held by the Trustee
pursuant to a Supplemental Article. The instrument adopting such
Supplemental Article shall be executed by the Company, the Master
Servicer and the Trustee; provided, that neither the Master
Servicer
nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected
thereby. To the extent that the terms of the Supplemental
Article
do not in any way affect any provisions of this Agreement as to
any
of the Certificates initially issued hereunder, the adoption of
the
Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary
provisions relating to the holding of the Resecuritized
Certificates
by the Trustee, the establishment of the Restructuring Vehicle,
the
issuing of various classes of new certificates by the
Restructuring
Vehicle and the distributions to be made thereon, and any other
provisions necessary to the purposes thereof. In connection with
each Supplemental Article, the Company shall deliver to the
Trustee
an Opinion of Counsel to the effect that (i) the Restructuring
Vehicle will qualify as a REMIC, grantor trust or other entity
not
subject to taxation for federal income tax purposes and (ii) the
adoption of the Supplemental Article will not endanger the status
of
the Trust Fund as a REMIC or (subject to Section 10.01(f)) result
in
the imposition of a tax upon the Trust Fund (including but not
limited to the tax on prohibited transaction as defined in
Section
860F(a)(2) of the Code and the tax on contributions to a REMIC as
set forth in Section 860(G)(d) of the Code.
Section 11.09. Rights of the Insurer.
(a) The Insurer is an express third-party beneficiary
of this Agreement unless an Insurer Default exists.
(b) On each Distribution Date the Trustee shall
forward to the Insurer a copy of the reports furnished to the
Class
A Certificateholders and the Company on such Distribution Date.
(c) The Trustee shall provide to the Insurer copies of
any report, notice, Opinion of Counsel, Officer's Certificate,
request for consent or request for amendment to any document
related
hereto promptly upon the Trustee's production or receipt thereof.
(d) Unless an Insurer Default exists, the Trustee and
the Company shall not agree to any amendment to this Agreement
without first having obtained the prior written consent of the
Insurer, if such consent is not unreasonably withheld.
(e) So long as there does not exist a failure by the
Insurer to make a required payment under the Policy, the Insurer
shall have the right to exercise all rights of the Holders of the
Class A Certificates under this Agreement without any consent of
such Holders, and such Holders may exercise such rights only with
the prior written consent of the Insurer, except as provided
herein.
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 date
and
year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Bruce J. Legan
Title: Vice President
Attest:
Name:
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name:
Title:
Attest:
Name: Bruce J. Legan
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of April, 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 April, 1996 before me, a notary
public in and for said State, personally appeared _____________,
known to me to be a Director of Residential Funding Corporation,
one
of the corporations that executed the within instrument, and
also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
______________________________
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of April, 1996 before me, a notary
public in and for said State, personally appeared
________________,
known to me to be a ______________ of Bankers Trust Company, the
New
York banking corporation that executed the within instrument, and
also known to me to be the person who executed it on behalf of
said
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
[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 APRIL 29, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT ___% OF THE CONSTANT PREPAYMENT RATE (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. ____ Adjustable Pass-Through Rate
Class A Senior ___% Initial Pass-Through
Rate
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
___%]
April 1, 1996
Aggregate Initial Certificate
Principal Balance
First Distribution Date: $_____________
May 28, 1996
Master Servicer: Initial Certificate Principal
Residential Funding Balance of this Certificate
Corporation $_____________
Assumed Final
Distribution Date: CUSIP 760947-_____
March 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S12
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 adjustable 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
Residential Funding Mortgage Securities I, Inc., 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 adjustable interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding
Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among
the Company, the Master Servicer and Bankers Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the
meanings
assigned in the Agreement. This Certificate is issued under and
is
subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
MBIA Insurance Corporation (the "Insurer") has issued a
certificate guaranty insurance policy with respect to the Class A
Certificates, a copy of which is attached as Exhibit N to the
Agreement.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class A Certificates on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and any
Realized
Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Insurer and the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any
such
consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the transfer
hereof
or in exchange herefor or in lieu hereof whether or not notation
of
such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances with the
consent of the Insurer but without the consent of the Holders of
any
of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as
Trustee
By:____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in
the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:___________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
______________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
STATEMENT OF INSURANCE
OBLIGATIONS: $91,183,371
Residential Funding Mortgage Securities
I, Inc.
Mortgage Pass-Through Certificates
Series 1996-S12, Class A Certificates
MBIA Insurance Corporation (the "Insurer") has issued a
Certificate Guaranty Insurance Policy (the "Policy") relating to
the
Obligations containing the following provisions, the Policy being
on
file at the Corporate Trust Office of the Trustee.
The Insurer, in consideration of the payment of the
premium and subject to the terms of the Policy, thereby
unconditionally and irrevocably guarantees to any Owner (as
defined
below) that an amount equal to each full and complete Insured
Payment will be received by Bankers Trust Company, or its
successor,
as trustee for the Owners (the "Trustee"), on behalf of the
Owners,
from the Insurer, for distribution by the Trustee to each Owner
of
each Owner's proportionate share of the Insured Payment. The
Insurer's obligations under the Policy with respect to a
particular
Insured Payment shall be discharged to the extent funds equal to
the
applicable Insured Payment are received by the Trustee, whether
or
not such funds are properly applied by the Trustee. Insured
Payments shall be made only at the time set forth in the Policy,
and
no accelerated Insured Payments shall be made regardless of any
acceleration of the Obligations, unless such acceleration is at
the
sole option of the Insurer. The Policy does not cover Prepayment
Interest Shortfalls or Unpaid Interest Shortfalls.
Notwithstanding the foregoing paragraph, the Policy does
not cover shortfalls, if any, attributable to the liability of
the
Trust Fund, the REMIC or the Trustee for withholding taxes, if
any
(including interest and penalties in respect of any such
liability).
The Insurer will pay any amount payable under the Policy
no later than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Deficiency Amount (as
defined
below) is due or the Business Day following receipt in New York,
New
York on a Business Day by State Street Bank and Trust Company,
N.A.,
as Fiscal Agent for the Insurer or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent") of a Notice (as
described below); provided that if such Notice is received after
12:00 Noon, New York City time, on such Business Day, it will be
deemed to be received on the following Business Day. If any such
Notice received by the Fiscal Agent is not in proper form or is
otherwise insufficient for the purpose of making a claim under
the
Policy, it shall be deemed not to have been received by the
Fiscal
Agent for purposes of this paragraph, and the Insurer or the
Fiscal
Agent, as the case may be, shall promptly so advise the Trustee
and
the Trustee may submit an amended Notice.
Insured Payments due under the Policy, unless otherwise
stated therein, will be disbursed by the Fiscal Agent to the
Trustee
on behalf of the Owners by wire transfer of immediately available
funds in the amount of the Insured Payment.
The Fiscal Agent is the agent of the Insurer only and
the Fiscal Agent shall in no event be liable to Owners for any
acts
of the Fiscal Agent or any failure of the Insurer to deposit, or
cause to be deposited, sufficient funds to make payments due
under
the Policy.
As used herein, the following terms shall have the
following meanings:
"Agreement" means the Pooling and Servicing Agreement,
dated as of April 1, 1996, among Residential Funding Mortgage
Securities I, Inc., as company, Residential Funding Corporation,
as
master servicer, and the Trustee, as trustee, without regard to
any
amendment or supplement thereto unless such amendment or
supplement
has been approved in writing by the Insurer.
"Business Day" means any day other than a Saturday, a
Sunday or a day on which banking institutions in New York City or
in
the city in which the corporate trust office of the Trustee under
the Agreement or the Insurer is located are authorized or
obligated
by law or executive order to close.
"Deficiency Amount" means, with respect to the Class A
Certificates as of any Distribution Date, (i) any shortfall in
amounts available in the Certificate Account to pay one month's
interest on the Certificate Principal Balance of the Class A
Certificates at the then- applicable Pass-Through Rate, net of
any
interest shortfalls relating to the Relief Act, any Prepayment
Interest Shortfalls and any Unpaid Interest Shortfalls allocated
to
the Class A Certificates, (ii) the principal portion of any
Realized
Loss allocated to the Class A Certificates and (iii) the
Certificate
Principal Balance of the Class A Certificates to the extent
unpaid
on the final Distribution Date or earlier termination of the
Trust
Fund pursuant to the terms of the Agreement.
"Insured Payment" means, as of any Distribution Date,
any Deficiency Amount.
"Notice" means the telephonic or telegraphic notice,
promptly confirmed in writing by telecopy substantially in the
form
of Exhibit A attached to the Policy, the original of which is
subsequently delivered by registered or certified mail, from the
Trustee specifying the Insured Payment which shall be due and
owing
on the applicable Distribution Date.
"Owner" means each Holder (as defined in the Agreement)
of any Class A Certificate who, on the applicable Distribution
Date,
is entitled under the terms of the Class A Certificates to
payment
thereunder.
Capitalized terms used in the Policy and not otherwise
defined therein shall have the respective meanings set forth in
the
Agreement as of the date of execution of the Policy, without
giving
effect to any subsequent amendment to or modification of the
Agreement unless such amendment or modification has been approved
in
writing by the Insurer.
Any notice hereunder or service of process on the Fiscal
Agent may be made at the address listed below for the Fiscal
Agent
or such other address as the Insurer shall specify in writing to
the
Trustee.
The notice address of the Fiscal Agent is 61 Broadway,
15th Floor, New York, New York 10006 Attention: Municipal
Registrar
and Paying Agent, or such other address as the Fiscal Agent shall
specify to the Trustee in writing.
The Policy is being issued under and pursuant to, and
shall be construed under, the laws of the State of New York,
without
giving effect to the conflict of laws principles thereof.
The insurance provided by the Policy is not covered by
the Property/Casualty Insurance Security Fund specified in
Article
76 of the New York Insurance Law.
The Policy is not cancelable for any reason. The
premium on the Policy is not refundable for any reason including
payment, or provision being made for payment, prior to maturity
of
the Obligations.
EXHIBIT B
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 OR OTHER PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE
CODE, OR TO ANY PERSON ACTING ON BEHALF OF OR WITH "PLAN ASSETS"
OF
SUCH PLAN, UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF OR WITH
"PLAN
ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL
NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION 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 IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT (AS
DEFINED BELOW).
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.
Class R Subordinate Certificate No.
Date of Pooling and Servicing
Agreement and Cut-off Date:
April 1, 1996
First Distribution Date: Aggregate Initial
Certificate
May 28, 1996 Principal Balance of the
Class R
Certificates: $______.
Master Servicer:
Residential Funding Corporation CUSIP: 76110F-___
Assumed Final Distribution Date: Initial Certificate
Principal Balance of
this Certificate:
$_____________
Percentage Interest:
_____
MORTGAGE PASS-THROUGH
CERTIFICATE,
SERIES 1996-S12
evidencing a percentage interest in any distributions
allocable to the Class R Certificates with respect to the
Trust Fund consisting primarily of a pool of conventional
one-
to four-family adjustable 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
Residential Funding Mortgage Securities I, Inc., the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates
will
have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the
Certificates.
This certifies that is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate
Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family
adjustable interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities
I, Inc. (hereinafter called the "Company," which term includes
any
successor entity under the Agreement referred to below). The
Trust
Fund was created pursuant to a Pooling and Servicing Agreement
dated
as specified above (the "Agreement") among the Company, the
Master
Servicer and Bankers Trust Company, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized
terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions
and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class R Certificates on
such Distribution Date.
Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the Agreement
to
the effect that (i) each person holding or acquiring any
Ownership
Interest in this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any Ownership Interest
in
this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that
it
is a United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely
null and void and will vest no rights in the purported
transferee,
and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Company
will
have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a
purchaser
selected by the Company, which purchaser may be the Company, or
any
affiliate of the Company, on such terms and conditions as the
Company may choose.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is as set forth
above. The Certificate Principal Balance hereof as of any
Distribution Date will be equal to the Stated Principal Balance
of
the Mortgage Loans less the aggregate Certificate Principal
Balance
of the Class A Certificates. Notwithstanding the reduction of
the
Certificate Principal Balance hereof to zero, this Certificate
will
remain outstanding under the Agreement and the Holder hereof may
have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain
additional
distributions hereon, in accordance with the terms and provisions
of
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase
by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company (i) to 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) to purchase in whole, but not in part, all of the
Certificates
other than the Class R 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 five 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: April 29, 1996 BANKERS TRUST
COMPANY,
as Trustee
By:
Authorized
Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in
the within-mentioned
Agreement.
BANKERS TRUST COMPANY,
as Certificate
Registrar
By:
Authorized
Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee)
the beneficial 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
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of April 1, 1996,
by
and among BANKERS TRUST COMPANY, as Trustee (including its
successors under the Pooling Agreement defined below, the
"Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together
with
any successor in interest or successor under the Pooling
Agreement
referred to below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the
Trustee have entered into a Pooling and Servicing Agreement dated
as
of April 1, 1996, relating to the issuance of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1996-S12 (as in effect on the date of this Agreement, the
"Original Pooling Agreement," and as amended and supplemented
from
time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for
the Trustee for the purposes of receiving and holding certain
documents and other instruments delivered by the Company and the
Master Servicer under the Pooling Agreement, all upon the terms
and
conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the
Trustee,
the Company, the Master Servicer and the Custodian hereby agree
as
follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files. The Custodian, as the duly appointed agent of
the
Trustee for these purposes, acknowledges receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule
attached hereto (the "Mortgage Files") and declares that it holds
and will hold the Mortgage Files as agent for the Trustee, in
trust,
for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any
Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded,
each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public
office for real property records, and the Company, at no expense
to
the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such
assignment and, upon receipt thereof from such public office,
shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian
shall deliver to the Trustee an Initial Certification in the form
annexed hereto as Exhibit One evidencing receipt of a Mortgage
File
for each Mortgage Loan listed on the Schedule attached hereto
(the
"Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall
deliver to the Trustee an Interim Certification in the form
annexed
hereto as Exhibit Two to the effect that all documents required
to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement
have been executed and received and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule,
except
for any exceptions listed on Schedule A attached to such Interim
Certification. Within 45 days of receipt of the documents
required
to be delivered pursuant to Section 2.01(c) of the Pooling
Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each such document, and
shall
deliver to the Trustee either (i) an Interim Certification in the
form attached hereto as Exhibit Two to the effect that all such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final
Certification
as set forth in subsection (c) below. The Custodian shall be
under
no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same
are genuine, enforceable, or appropriate for the represented
purpose
or that they have actually been recorded or that they are other
than
what they purport to be on their face. If in performing the
review
required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be defective
in
any material respect, the Custodian shall promptly so notify the
Company, the Master Servicer and the Trustee. Upon receipt of
written notification from the Master Servicer, signed by a
Servicing
Officer, that the Master Servicer or a Subservicer, as the case
may
be, has made a deposit into the Certificate Account in payment
for
the purchase of the related Mortgage Loan in an amount equal to
the
Purchase Price for such Mortgage Loan, the Custodian shall
release
to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final
Certification in the form annexed hereto as Exhibit Three
evidencing
the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a
list of all of the documents relating to the Mortgage Loans then
contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the Custodian
of
a breach of any representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by
a Seller in a Seller's Agreement or by Residential Funding or the
Company in the Assignment Agreement with respect to a Mortgage
Loan
relating to a Mortgage File, the Custodian shall give prompt
written
notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the repurchase or substitution of any
Mortgage
Loan pursuant to Article II of the Pooling Agreement or payment
in
full of any Mortgage Loan, or the receipt by the Master Servicer
of
a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall
immediately
notify the Custodian by a certification (which certification
shall
include a statement to the effect that all amounts received or to
be
received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 of
the
Pooling Agreement have been or will be so deposited) of a
Servicing
Officer and shall request delivery to it of the Mortgage File.
The
Custodian agrees, upon receipt of such certification and request,
promptly to release to the Master Servicer the related Mortgage
File. The Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents
constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose,
collection under any Primary Insurance Policy or any Mortgage
Pool
Insurance Policy, the Master Servicer shall deliver to the
Custodian
a certificate of a Servicing Officer requesting that possession
of
all, or any document constituting part, of the Mortgage File be
released to the Master Servicer and certifying as to the reason
for
such release and that such release will not invalidate any
insurance
coverage provided in respect of the Mortgage Loan under any of
the
Required Insurance Policies. With such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a
Servicing Officer on behalf of the Master Servicer, and upon
receipt
of the foregoing, the Custodian shall deliver the Mortgage File
or
such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to
be
returned to the Custodian when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered to an attorney,
or
to a public trustee or other public official as required by law,
for
purposes of initiating or pursuing legal action or other
proceedings
for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to
the
name and address of the Person to which such Mortgage File or
such
document was delivered and the purpose or purposes of such
delivery.
In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the
Master
Servicer upon deposit of the related Liquidation Proceeds in the
Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that
any assumption agreement or substitution of liability agreement
is
entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the
Pooling
Agreement, the Master Servicer shall notify the Custodian that
such
assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or
substitution agreement, which shall be added to the related
Mortgage
File and, for all purposes, shall be considered a part of such
Mortgage File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the
Trustee. With respect to each Mortgage Note, Mortgage and other
documents constituting each Mortgage File which are delivered to
the
Custodian, the Custodian is exclusively the bailee and agent of
the
Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee,
holds
such documents for the benefit of Certificateholders and
undertakes
to perform such duties and only such duties as are specifically
set
forth in this Agreement. Except upon compliance with the
provisions
of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer
or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby
agrees to indemnify and hold the Custodian harmless from and
against
all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or with which
the
Custodian may be threatened by reason of its acting as custodian
under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if
counsel
for the Custodian has been approved by the Company, and the cost
of
defending any action, suit or proceedings or resisting any claim.
Notwithstanding the foregoing, it is specifically understood and
agreed that in the event any such claim, liability, loss, action,
suit or proceeding or other expense, fee or charge shall have
been
caused by reason of any negligent act, negligent failure to act
or
willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the
indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The
Custodian in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would
have
if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees
and Expenses. The Master Servicer covenants and agrees to pay to
the Custodian from time to time, and the Custodian shall be
entitled
to, reasonable compensation for all services rendered by it in
the
exercise and performance of any of the powers and duties
hereunder
of the Custodian, and the Master Servicer will pay or reimburse
the
Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement
(including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ),
except
any such expense, disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and
duties
hereby imposed upon it as such obligations and duties relate to
its
acting as Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take custody of
the
Mortgage Files itself and give prompt notice thereof to the
Company,
the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian
and
one copy to the successor Custodian. If the Trustee shall not
have
taken custody of the Mortgage Files and no successor Custodian
shall
have been so appointed and have accepted appointment within 30
days
after the giving of such notice of resignation, the resigning
Custodian may petition any court of competent jurisdiction for
the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian
hereunder.
Any successor Custodian shall be a depository institution subject
to
supervision or examination by federal or state authority and
shall
be able to satisfy the other requirements contained in Section
3.7
and shall be unaffiliated with the Master Servicer or the
Company.
Any resignation or removal of the Custodian and
appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee
shall give prompt notice to the Company and the Master Servicer
of
the appointment of any successor Custodian. No successor
Custodian
shall be appointed by the Trustee without the prior approval of
the
Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
Person into which the Custodian may be merged or converted or
with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall
be
a party, or any Person succeeding to the business of the
Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part
of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution
subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least
$10,000,000 and is qualified to do business in the jurisdictions
in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this
Agreement
or pursuant to any other instrument or document delivered
hereunder
shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered
or
certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed
by
the particular party whose address is stated herein by similar
notice in writing), in which case the notice will be deemed
delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties hereto,
and
neither the Company, the Master Servicer nor the Trustee shall
enter
into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian
of
any amendment or supplement to the Pooling Agreement and furnish
the
Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of New York
and
shall be construed and enforced in accordance with and governed
by
the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests
in
the aggregate of not less than 25% of the Trust Fund), but only
upon
direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Master Servicer to the effect that the
failure
to effect such recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this
Agreement
may be executed simultaneously in any number of counterparts,
each
of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
such
covenants, agreements, provisions or terms shall be deemed
severable
from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of
the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1996-S12
By:_____________________________
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:_____________________________
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:_____________________________
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:_____________________________
Name: Kathleen Marshall
Title: Trust Officer
STATE OF ________ )
) ss.:
COUNTY OF ____ )
On the 29th day of April, 1996, before me, a notary
public in and for said State, personally appeared
_______________________, known to me to be a ______________ of
Bankers Trust Company, the national banking association that
executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and
acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
_____________________________
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of April, 1996, before me, a notary
public in and for said State, personally appeared Kathleen
Marshall,
known to me to be a Trust Officer of Norwest Bank Minnesota,
National Association, a national banking association that
executed
the within instrument, and also known to me to be the person who
executed it on behalf of said national banking association, and
acknowledged to me that such national banking association
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
__________________________________
Notary Public
[SEAL]
STATE OF MINNESOTA
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of April, 1996, before me, a notary
public in and for said State, personally appeared
________________,
known to me to be a Vice President of Residential Funding
Mortgage
Securities I, Inc., one of the corporations that executed the
within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
__________________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 29th day of April, 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
April 29, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
Re: Custodial Agreement dated as of April 1, 1996, by
and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S12
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling
Agreement, the undersigned, as Custodian, hereby certifies that
it
has received a Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in the
Mortgage
Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:___________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
Re: Custodial Agreement dated as of April 1, 1996, by
and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S12
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies
that it has received a Mortgage File to the extent required
pursuant
to Section 2.01(b) of the Pooling Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, and it has
reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that: all required documents have been executed and
received and that such documents related to the Mortgage Loans
identified on the Mortgage Loan Schedule, with any exceptions
listed
on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:___________________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
Re: Custodial Agreement dated as of April 1, 1996, by
and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates,
Series 1996-S12
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 D
MORTGAGE LOAN SCHEDULE
RUN ON : 04/18/96 RFC DISCLOSURE SYSTEM
RFFSD175-01
AT : 15.50.45 NONFIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S12
CUTOFF : 04/01/96
POOL : 0004205
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL
MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL
LN FEATURE
ADDRESS CURR NET ORIGINAL P+I
# OF UNITS
ADDRESS LINE 2 NOTE CEILING CURRENT P+I
LTV
CITY STATE ZIP NET CEILING NOTE DATE
VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT
MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT
MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT
NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT
NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR
PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS
PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR
PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH
RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH
RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE
FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX
TO WINDOW
OCCP CODE CNVT MARGIN
_________________________________________________________________
_____________
1286255 6.8750 1,500,000.00
100
RUBIN ISRAEL 8.6250 1,450,410.83
ZZ
2339 WORTHING LANE 8.2500 9,853.94
1
13.3750 11,587.85
58
LOS ANGELES CA 90077 13.0000 12/18/92
2,600,000.00
0555821 .0000 02/01/93
00
0555821 .0000 01/01/23
0
0 3.1250 01/01/94
01/01/97
664/664 2.7500 02/01/94
02/01/97
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.5000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1368768 5.5000 469,000.00
100
OWENS SHAWN 7.7500 458,043.13
ZZ
117 MILTON COURT 7.5000 2,662.93
1
11.5000 3,342.51
70
BOULDER CITY NV 89005 11.2500 02/25/94
670,000.00
0380009465 .0000 05/01/94
00
0000190641 .0000 04/01/24
0
0 2.8750 04/01/95
04/01/97
1
032/F07 2.6250 05/01/95
05/01/97
45 3.5000 .0000
.0000
A 7.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 05 0
00/00/00
O .0000
1371667 4.6250 248,850.00
100
DASE DANIEL 8.1250 238,678.42
ZZ
604 SHADYBROOK COURT 7.7500 1,279.44
1
10.6250 1,813.72
80
SOUTHLAKE TX 76092 10.2500 01/12/94
311,100.00
0705089 .0000 03/01/94
00
2905594 .0000 02/01/24
0
0 2.7500 02/01/95
02/01/97
180/756 2.3750 03/01/95
03/01/97
45 2.6250 .0000
.0000
A 6.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1372900 4.5000 500,000.00
100
JENKINS PAUL 8.2500 485,255.37
ZZ
2723 NORTH REGNER ROAD 8.0000 2,533.43
1
10.5000 3,712.71
80
MCHENRY IL 60050 10.2500 01/24/94
629,974.00
0144510-6 .0000 03/01/94
00
332247 .0000 02/01/24
0
0 2.8750 02/01/95
02/01/97
028/755 2.6250 03/01/95
03/01/97
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 05 0
00/00/00
O .0000
1375472 5.0000 93,000.00
100
GAROUTTE CHRIS 8.2500 90,480.52
ZZ
9504 ROSEVALE STREET 8.0000 499.25
1
11.0000 692.27
65
FORT WASHINGTO MD 20744 10.7500 01/31/94
143,500.00
1
0144577-6 .0000 03/01/94
00
325737 .0000 02/01/24
0
0 2.8750 02/01/95
02/01/97
028/755 2.6250 03/01/95
03/01/97
45 3.0000 .0000
.0000
A 7.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1376110 5.2500 332,000.00
100
SHAHEEN EDGAR 7.8750 323,614.38
ZZ
11804 SW 43 STREET 7.5000 1,833.32
1
11.2500 2,390.97
80
DAVIE FL 33330 10.8750 02/17/94
415,000.00
4884581 .0000 04/01/94
00
4884581 .0000 03/01/24
0
0 2.7500 03/01/95
03/01/97
324/E42 2.3750 04/01/95
04/01/97
45 3.2500 .0000
.0000
A 7.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 01
03/01/95
.0000 05 E
03/01/99
O 1.1250
1379071 4.5000 253,800.00
100
LIPSTADT STANLEY 8.0000 243,628.90
T
29 LITTLE DUNES CR 7.7500 1,285.97
1
10.5000 1,823.63
90
FERNANDINA BEA FL 32034 10.2500 03/01/94
282,000.00
3908282 .0000 04/01/94
14
3908282 .0000 03/01/24
17
0 2.8750 03/01/95
03/01/97
637/637 2.6250 04/01/95
04/01/97
45 2.5000 .0000
.0000
A 6.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1379398 5.6250 297,500.00
100
STEDER PATRICIA 7.6250 290,956.19
T
1
2 B STREET 7.3750 1,712.58
1
11.6250 2,096.83
70
ST AUGUSTINE FL 32084 11.3750 04/13/94
425,000.00
0380013194 .0000 06/01/94
00
328544 .0000 05/01/24
0
0 2.8750 05/01/95
05/01/96
028/F07 2.6250 06/01/95
06/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1379831 4.8750 350,000.00
100
PHELAN TIMOTHY 7.7500 340,348.16
ZZ
1730 NORTH CASCADE AVENUE 7.3750 1,852.23
1
10.8750 2,483.64
71
COLORADO SPRIN CO 80907 10.5000 03/25/94
499,900.00
6976609 .0000 05/01/94
00
6976609 .0000 04/01/24
0
0 2.8750 04/01/95
04/01/97
372/372 2.5000 05/01/95
05/01/97
45 2.8750 .0000
.0000
A 6.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1381117 5.5000 258,000.00
100
O'BOYLE SEAN 7.5000 252,192.53
ZZ
9513 BYEFORDE ROAD 7.2500 1,464.90
1
11.5000 1,796.23
80
KENSINGTON MD 20895 11.2500 04/22/94
324,000.00
0380010398 .0000 06/01/94
00
1012894 .0000 05/01/24
0
0 2.8750 05/01/95
05/01/96
696/F07 2.6250 06/01/95
06/01/96
45 3.5000 .0000
.0000
A 7.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1382487 5.5000 256,500.00
100
HENRY, JR. W 7.5000 250,726.29
ZZ
560 ANN LANE 7.2500 1,456.38
1
11.5000 1,785.79
90
CALIFORNIA MD 20619 11.2500 04/28/94
285,000.00
87404 .0000 06/01/94
10
015937 .0000 05/01/24
17
0 2.7500 05/01/95
05/01/96
246/246 2.5000 06/01/95
06/01/96
45 3.5000 .0000
.0000
A 7.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1383039 5.3750 280,000.00
100
JANG JAE 7.7500 273,306.65
ZZ
1209 GRANT COURT 7.5000 1,567.92
1
11.3750 1,994.42
73
LONG GROVE IL 60047 11.1250 03/28/94
385,000.00
0380020207 .0000 05/01/94
00
329277 .0000 04/01/24
0
0 2.8750 04/01/95
04/01/97
028/F07 2.6250 05/01/95
05/01/97
45 3.3750 .0000
.0000
A 7.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1383271 5.3000 314,000.00
100
GRABAVOY GREGORY 7.3000 301,753.68
ZZ
1505 DARIEN CLUB DRIVE 7.0500 1,743.66
1
11.3000 2,126.83
77
DARIEN IL 60561 11.0500 05/19/94
408,000.00
2502674 .0000 07/01/94
00
2502674 .0000 06/01/24
0
0 2.7500 06/01/95
06/01/96
169/169 2.5000 07/01/95
07/01/96
45 3.3000 .0000
.0000
A 7.3000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1383624 5.8750 432,000.00
100
HILSMAN III JOSEPH 7.8750 416,814.39
ZZ
2950 BAKERS FARM ROAD 7.6250 2,555.45
1
11.8750 3,072.06
76
ATLANTA GA 30339 11.6250 05/12/94
570,000.00
0380023789 .0000 07/01/94
00
993396 .0000 06/01/24
0
0 2.8750 06/01/95
06/01/96
083/F07 2.6250 07/01/95
07/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1386062 6.7500 195,000.00
100
LANDAU DIANN 8.7500 191,791.38
ZZ
RT 1 BOX 204 8.5000 1,264.77
1
12.7500 1,528.70
75
LOVETTSVILLE VA 22080 12.5000 06/29/94
260,000.00
0380039876 .0000 08/01/94
00
1132000 .0000 07/01/24
0
0 2.8750 07/01/95
07/01/96
480/F07 2.6250 08/01/95
08/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1386365 6.0000 137,750.00
100
RODRIGUEZ-LARA JUAN 8.0000 135,136.67
ZZ
2553 EAST 218 STREET 7.7500 825.89
1
12.0000 1,006.76
95
CARSON CA 90810 11.7500 06/07/94
145,000.00
0380042243 .0000 08/01/94
04
4261483 .0000 07/01/24
25
0 2.8750 07/01/95
07/01/96
462/F07 2.6250 08/01/95
08/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1387131 5.6250 301,500.00
100
BASHAM II GEORGE 7.6250 294,781.37
ZZ
3104 BARTON CREEK BOULEVARD 7.3750 1,735.60
1
11.6250 2,125.02
90
AUSTIN TX 78735 11.3750 05/31/94
335,000.00
0380049248 .0000 07/01/94
04
3128989 .0000 06/01/24
17
0 2.8750 06/01/95
06/01/96
177/F07 2.6250 07/01/95
07/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
06/01/95
.0000 03 E
06/01/99
O .6250
1387272 5.7500 348,750.00
100
MANES JOSEPH 7.7500 342,096.61
ZZ
16105 MARLBORO PIKE 7.5000 2,035.21
1
11.7500 2,488.18
75
UPPER MARLBORO MD 20772 11.5000 07/25/94
465,000.00
0380044884 .0000 09/01/94
00
3123007 .0000 08/01/24
0
0 2.8750 08/01/95
08/01/96
696/F07 2.6250 09/01/95
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1387288 6.6250 215,000.00
100
SHIELDS JOSEPH 8.6250 211,373.34
ZZ
3511 PERSIMMONS DRIVE 8.3750 1,376.67
1
12.6250 1,666.28
90
ALGONQUIN IL 60102 12.3750 06/28/94
239,000.00
0380057886 .0000 08/01/94
04
1940485 .0000 07/01/24
17
0 2.8750 07/01/95
07/01/96
1
664/F07 2.6250 08/01/95
08/01/96
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1387471 6.5000 228,200.00
100
VARNER MARK 8.5000 224,261.28
ZZ
6190 E NORTHERN DRIVE 8.2500 1,442.38
1
12.5000 1,748.26
87
MORRIS IL 60450 12.2500 07/08/94
263,000.00
0380056672 .0000 08/01/94
04
977518 .0000 07/01/24
17
0 2.8750 07/01/95
07/01/96
083/F07 2.6250 08/01/95
08/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 01
07/01/95
.0000 03 E
07/01/99
O 1.1250
1387476 5.8750 225,700.00
100
DAYA MANOJ 7.8750 221,316.84
ZZ
9501 HAYENRIDGE COURT 7.6250 1,335.11
1
11.8750 1,629.87
90
HUNTERSVILLE NC 28078 11.6250 06/30/94
250,813.00
0380048380 .0000 08/01/94
04
1070433 .0000 07/01/24
17
0 2.8750 07/01/95
07/01/96
083/F07 2.6250 08/01/95
08/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1387857 4.7500 286,200.00
100
GIBSON KENNETH 6.7500 279,072.34
ZZ
401 CREEKSIDE DRIVE 6.5000 1,492.96
1
10.7500 1,847.26
90
LEAGUE CITY TX 77573 10.5000 05/13/94
318,000.00
1
0380051988 .0000 07/01/94
04
6550332 .0000 06/01/24
17
0 3.0000 06/01/95
06/01/96
131/F07 2.7500 07/01/95
07/01/96
45 2.7500 .0000
.0000
A 6.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1389502 6.2500 173,000.00
100
MA BILL 8.2500 170,120.19
ZZ
2616 PARK CREEK DRIVE 8.0000 1,065.19
1
12.2500 1,294.75
70
PLANO TX 75075 12.0000 08/03/94
249,654.00
0380052184 .0000 10/01/94
00
2335453 .0000 09/01/24
0
0 2.8750 09/01/95
09/01/96
638/F07 2.6250 10/01/95
10/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1389790 5.8750 228,000.00
100
LIEBERT STEFAN 7.8750 223,572.23
ZZ
16 HERRADA RD 7.6250 1,348.71
1
11.8750 1,646.48
80
SANTA FE NM 87505 11.6250 06/21/94
285,000.00
0380055500 .0000 08/01/94
00
2201691 .0000 07/01/24
0
0 2.8750 07/01/95
07/01/96
177/F07 2.6250 08/01/95
08/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
07/01/95
.0000 03 E
07/01/99
O .6250
1390132 6.0000 435,000.00
100
YARBROUGH WAYNE 8.0000 246,110.69
ZZ
1
5 DORAL COURT 7.7500 2,608.04
1
12.0000 2,333.68
77
FRISCO TX 75034 11.7500 08/26/94
570,000.00
0380063546 .0000 10/01/94
00
10871256 .0000 09/01/24
0
0 2.8750 09/01/95
09/01/96
047/F07 2.6250 10/01/95
10/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1391269 6.1250 457,600.00
100
LE BLANC PHILLIP 8.1250 449,800.66
ZZ
20 KENDALL LANE 7.8750 2,780.43
1
12.1250 3,384.49
80
DANVILLE CA 94526 11.8750 08/24/94
572,000.00
0380061631 .0000 10/01/94
00
421115 .0000 09/01/24
0
0 2.8750 09/01/95
09/01/96
736/F07 2.6250 10/01/95
10/01/96
45 4.1250 .0000
.0000
A 8.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1391381 6.5000 222,775.00
100
DREES STEPHEN 8.5000 219,084.75
ZZ
19 PINECREST DRIVE 8.2500 1,408.09
1
12.5000 1,706.70
95
WESTBORO MA 01581 12.2500 07/29/94
234,500.00
1709214 .0000 09/01/94
04
1709214 .0000 08/01/24
25
0 2.8750 08/01/95
08/01/96
447/447 2.6250 09/01/95
09/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1392094 6.0000 312,800.00
100
THORSON JEROME 8.0000 307,104.80
T
121 BAY POINT DRIVE UNIT1 7.7500 1,875.39
1
12.0000 2,286.13
75
WHITEFISH MT 59937 11.7500 07/22/94
420,000.00
221518061 .0000 09/01/94
00
221518061 .0000 08/01/24
0
0 2.6250 08/01/95
08/01/96
560/560 2.3750 09/01/95
09/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
08/01/95
.0000 03 E
08/01/99
O 1.1250
1392099 6.3750 406,000.00
100
CHASE JOHN 8.3750 399,112.83
ZZ
3 NE DOLORES STREET AT 10TH A 8.1250 2,532.91
1
12.3750 3,074.41
70
CARMEL-BY-THE- CA 93921 12.1250 07/01/94
580,000.00
221513005 .0000 09/01/94
00
221513005 .0000 08/01/24
0
0 2.8750 08/01/95
08/01/96
560/560 2.6250 09/01/95
09/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1392101 5.3750 390,000.00
100
CARRIDINE CHARLES 7.3750 381,691.30
ZZ
5826 MURFIELD DRIVE 7.1250 2,183.89
1
11.3750 2,681.84
65
OAKLAND MI 48306 11.1250 06/15/94
600,000.00
221486632 .0000 08/01/94
00
221486632 .0000 07/01/24
0
0 2.8750 07/01/95
07/01/96
560/560 2.6250 08/01/95
08/01/96
45 3.3750 .0000
.0000
A 7.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 01
07/01/95
.0000 03 E
07/01/99
O 1.1250
1392102 4.8750 239,200.00
100
MCCAFFREY PATRICK 6.8750 233,618.12
ZZ
2075 SUTTER STREET #523 6.6250 1,265.87
1
10.8750 1,563.93
80
SAN FRANCISCO CA 94115 10.6250 05/26/94
299,000.00
221482904 .0000 08/01/94
00
221482904 .0000 07/01/24
0
0 2.8750 07/01/95
07/01/96
560/560 2.6250 08/01/95
08/01/96
45 2.8750 .0000
.0000
A 6.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1392283 5.6250 212,000.00
100
DICKINSON GARY 7.6250 207,656.93
ZZ
206 CARRIGAN POINT 7.3750 1,220.39
1
11.6250 1,494.21
80
NOBLESVILLE IN 46060 11.3750 06/16/94
265,000.00
400285491 .0000 08/01/94
00
400285491 .0000 07/01/24
0
0 2.8750 07/01/95
07/01/96
560/560 2.6250 08/01/95
08/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1392284 6.1250 315,000.00
100
BELL DONALD 8.1250 309,396.87
ZZ
111 LALOMA 7.8750 1,913.97
1
12.1250 2,329.78
90
TAOS NM 87571 11.8750 07/15/94
351,000.00
0221515398 .0000 09/01/94
04
482956191 .0000 08/01/24
25
0 2.6250 08/01/95
08/01/96
560/560 2.3750 09/01/95
09/01/96
45 4.1250 .0000
.0000
A 8.1250 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1392386 6.2500 243,000.00
100
MAGURNO RICHARD 8.2500 234,168.29
T
2575 S BAYSHORE DR #7B 8.0000 1,496.19
1
12.2500 1,816.29
90
MIAMI FL 33133 12.0000 09/09/94
270,000.00
0380064619 .0000 11/01/94
04
94HA089 .0000 10/01/24
22
0 2.8750 10/01/95
10/01/96
766/F07 2.6250 11/01/95
11/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 06 0
00/00/00
O .0000
1392811 6.7500 100,000.00
100
MITCHELL STANLEY 8.3750 98,166.99
ZZ
1600 SW 87 AVENUE 8.1250 648.60
1
12.7500 756.73
59
MIAMI FL 33165 12.5000 09/08/94
170,000.00
0380065731 .0000 10/01/94
00
346427 .0000 09/01/24
0
0 2.8750 09/01/95
09/01/96
028/F07 2.6250 10/01/95
10/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
09/01/95
.0000 05 E
09/01/99
O 1.1250
1393413 6.5000 588,000.00
100
FRAGA ANTONIO 8.5000 578,665.61
ZZ
141 SOLANO PRADO 8.1250 3,716.56
1
12.5000 4,504.73
70
CORAL GABLES FL 33156 12.1250 08/02/94
840,000.00
0200608779 .0000 10/01/94
00
4289096 .0000 09/01/24
0
0 3.0000 09/01/95
09/01/96
1
478/478 2.6250 10/01/95
10/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1393435 6.3750 235,200.00
100
STARK MARCEL 8.3750 231,541.41
ZZ
5206 JUPITER HILLS COURT 8.1250 1,467.35
1
12.3750 1,781.03
70
CHARLOTTE NC 28277 12.1250 10/05/94
336,000.00
0380079583 .0000 11/01/94
00
1842581 .0000 10/01/24
0
0 2.8750 10/01/95
10/01/96
447/F07 2.6250 11/01/95
11/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1393630 6.7500 350,000.00
100
PINNEY THOMAS 8.6250 344,428.62
ZZ
15559 S NEIBUR RD 8.3750 2,270.09
1
12.7500 2,713.25
73
OREGON CITY OR 97045 12.5000 07/28/94
484,000.00
0380074196 .0000 09/01/94
00
2329247 .0000 08/01/24
0
0 2.8750 08/01/95
08/01/96
177/F07 2.6250 09/01/95
09/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 01
08/01/95
.0000 05 E
08/01/99
O .6250
1393664 6.3750 247,500.00
100
CARVER JEFFREY 8.3750 243,476.39
ZZ
120 CAS HILLS DRIVE 8.1250 1,544.08
1
12.3750 1,874.18
75
SAN ANTONIO TX 78213 12.1250 08/17/94
330,000.00
1
0380068875 .0000 10/01/94
00
2201976 .0000 09/01/24
0
0 2.8750 09/01/95
09/01/96
177/F07 2.6250 10/01/95
10/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
09/01/95
.0000 05 E
09/01/99
O .6250
1393675 6.5000 90,000.00
100
ENGLISH SUSANNE 8.5000 83,548.12
ZZ
2904 ADAMS PLACE 8.2500 568.86
1
12.5000 689.50
59
FALLS CHURCH VA 22042 12.2500 09/29/94
155,000.00
0380068057 .0000 11/01/94
00
2284870 .0000 10/01/24
0
0 2.8750 10/01/95
10/01/96
696/F07 2.6250 11/01/95
11/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1394029 5.8750 229,500.00
100
HICKMAN EDWARD 7.8750 225,400.58
T
304 CAUSEWAY DR U-A 7.6250 1,357.58
1
11.8750 1,657.31
90
WRIGHTSVILLEBE NC 28480 11.6250 08/26/94
255,000.00
0380070061 .0000 10/01/94
10
1831238 .0000 09/01/24
30
0 2.8750 09/01/95
09/01/96
447/F07 2.6250 10/01/95
10/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1394092 7.0000 279,900.00
100
MEBANE RICHARD 8.5000 276,123.05
ZZ
1
12901 BRAFFERTON COURT 8.2500 1,862.18
1
13.0000 2,146.55
80
HERNDON VA 22071 12.7500 10/07/94
349,900.00
0380070558 .0000 12/01/94
00
7020201 .0000 11/01/24
0
0 2.8750 11/01/95
11/01/96
696/F07 2.6250 12/01/95
12/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1394300 6.7500 241,500.00
100
KEATING ANDREW 8.3750 237,661.19
ZZ
43 GREAT JONES STREET 8.1250 1,566.36
6
APT #5 12.7500 1,830.20
70
NEW YORK NY 10012 12.5000 08/30/94
345,000.00
0380075615 .0000 10/01/94
00
500034005 .0000 09/01/24
0
0 2.8750 09/01/95
09/01/96
818/F07 2.6250 10/01/95
10/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 10 0
00/00/00
O .0000
1394346 6.2500 301,843.00
100
PARIS JOSEPH 8.2500 297,035.29
ZZ
6318 NW 82ND DRIVE 8.0000 1,858.50
1
12.2500 2,259.03
65
PARKLAND FL 33067 12.0000 09/15/94
464,375.00
0380071762 .0000 11/01/94
00
1532187 .0000 10/01/24
0
0 2.8750 10/01/95
10/01/96
447/F07 2.6250 11/01/95
11/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1394408 5.8750 487,500.00
100
KENDALL JR HAYNES 7.8750 479,167.93
T
ROUTE #1 BOX 811 7.6250 2,883.75
1
11.8750 3,520.43
65
WALTERBORO SC 29488 11.6250 09/15/94
750,000.00
0380077967 .0000 11/01/94
00
424098 .0000 10/01/24
0
0 2.8750 10/01/95
10/01/96
736/F07 2.6250 11/01/95
11/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1394530 6.8750 650,000.00
100
ITKIN GREGORY 8.5000 641,069.35
ZZ
14702 SUGAR GUM ROAD 8.2500 4,270.04
1
12.8750 4,983.60
69
HACIENDA HEIGH CA 91745 12.6250 10/07/94
950,000.00
0380073727 .0000 12/01/94
00
10104631 .0000 11/01/24
0
0 2.8750 11/01/95
11/01/96
051/F07 2.6250 12/01/95
12/01/96
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 01
11/01/95
.0000 05 E
11/01/99
O 1.1250
1394532 7.3750 321,500.00
100
WADELTON CHRISTOPH 8.1250 317,974.81
ZZ
508 PONTE VEDRA BOULEVARD 7.8750 2,220.52
1
13.3750 2,383.77
84
PONTE VEDRA BE FL 32082 13.1250 01/09/95
385,000.00
0380088493 .0000 03/01/95
04
WADELTON .0000 02/01/25
17
0 2.7500 02/01/96
02/01/97
A18/F07 2.5000 03/01/96
03/01/97
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 4 01
02/01/96
.0000 05 E
02/01/00
O 1.1250
1394757 6.3750 325,000.00
100
JASPER II JAMES 8.3750 320,396.02
ZZ
4646 KAHILIHOLO ROAD #C 8.0000 2,027.58
1
12.3750 2,461.05
62
KILAUEA HI 96754 12.0000 11/25/94
525,000.00
6060728 .0000 01/01/95
00
6060728 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
353/353 2.5000 01/01/96
01/01/97
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1394804 6.5000 385,000.00
100
POWER SHARON 8.5000 379,414.11
ZZ
92 OLD BEACH ROAD 8.2500 2,433.46
1
12.5000 2,949.53
70
RYE NH 03870 12.2500 10/17/94
550,000.00
0380080128 .0000 12/01/94
00
02456556 .0000 11/01/24
0
0 2.8750 11/01/95
11/01/96
638/F07 2.6250 12/01/95
12/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1397048 5.8750 312,000.00
100
HAWORTH JAMES 7.8750 306,667.49
ZZ
8720 RIO GRANDE BLVD NW 7.6250 1,845.60
1
11.8750 2,253.07
59
ALBUQUERQUE NM 87114 11.6250 09/28/94
530,000.00
0380076852 .0000 11/01/94
00
1864554 .0000 10/01/24
0
0 2.8750 10/01/95
10/01/96
447/F07 2.6250 11/01/95
11/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1397090 6.1250 163,300.00
100
SAMPSON GEORGE 8.1250 160,639.16
ZZ
2755 LAUREL WOODS BOULEVARD 7.8750 992.23
1
12.1250 1,207.42
95
STOW OH 44224 11.8750 09/09/94
171,900.00
0380077538 .0000 11/01/94
04
402110011 .0000 10/01/24
30
0 2.6250 10/01/95
10/01/96
560/F07 2.3750 11/01/95
11/01/96
45 4.1250 .0000
.0000
A 8.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1397453 6.3750 397,500.00
100
GLASCOCK B 8.3750 92,564.11
T
4527 SHILOH RIDGE TRAIL 8.1250 2,479.89
1
12.3750 712.01
75
LITHONIA GA 30058 12.1250 09/13/94
530,000.00
0380078890 .0000 11/01/94
00
1859891 .0000 10/01/24
0
0 2.8750 10/01/95
10/01/96
447/F07 2.6250 11/01/95
11/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1397599 5.7500 229,500.00
100
MULLIGAN ROBERT 7.7500 225,478.80
ZZ
4420 DUMAS STREET 7.5000 1,339.30
1
11.7500 1,637.34
85
NAPA CA 94558 11.5000 09/14/94
270,000.00
0380079989 .0000 11/01/94
14
363676 .0000 10/01/24
12
0 2.8750 10/01/95
10/01/96
1
375/F07 2.6250 11/01/95
11/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1397883 6.5000 165,000.00
100
BARTOLOMEO ANTHONY 8.3750 162,706.59
ZZ
64 KINGS CROSS 8.1250 1,042.92
1
12.5000 1,249.79
68
SCARSDALE NY 10583 12.2500 11/15/94
245,000.00
453662 .0000 01/01/95
00
453662 .0000 12/01/24
0
0 2.7500 12/01/95
12/01/96
562/562 2.5000 01/01/96
01/01/97
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
12/01/95
.0000 05 C
12/01/99
O .6250
1398008 6.2500 251,750.00
100
GORTER KENNETH 8.2500 247,919.80
ZZ
47358 WESTWOOD PLACE 8.0000 1,550.07
1
12.2500 1,884.13
95
STERLING VA 20165 12.0000 10/17/94
265,475.00
1869484 .0000 12/01/94
04
1869484 .0000 11/01/24
25
0 2.8750 11/01/95
11/01/96
447/447 2.6250 12/01/95
12/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1398094 5.7500 305,950.00
100
CONDON LYNDA 7.7500 300,837.54
ZZ
27 GLEN EAGLES DRIVE 7.5000 1,785.44
1
11.7500 2,182.82
51
SUGAR LAND TX 77479 11.5000 11/04/94
602,000.00
1
0380081191 .0000 12/01/94
00
364672 .0000 11/01/24
0
0 2.8750 11/01/95
11/01/96
375/F07 2.6250 12/01/95
12/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 01
11/01/95
.0000 03 E
11/01/99
O 1.1250
1398210 6.8750 213,750.00
100
KERNS GLENN 8.5000 210,957.69
ZZ
10224 53RD AVENUE WEST 8.2500 1,404.19
1
12.8750 1,638.84
95
MUKILTEO WA 98275 12.6250 11/08/94
225,000.00
1835800 .0000 01/01/95
11
1835800 .0000 12/01/24
25
0 2.8750 12/01/95
12/01/96
447/447 2.6250 01/01/96
01/01/97
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1398900 6.1250 238,500.00
100
STOTTS LARRY 8.1250 234,957.94
ZZ
68360 CLOVERDALE ROAD 7.8750 1,449.15
1
12.1250 1,763.99
73
SISTERS OR 97759 11.8750 10/31/94
330,000.00
0380082652 .0000 01/01/95
00
1432117001 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
375/F07 2.6250 01/01/96
01/01/97
45 4.1250 .0000
.0000
A 8.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1398909 8.1250 364,000.00
100
CRUFF LARRY 8.3750 360,291.21
ZZ
1
6518 EAST NEBRASKA AVENUE 8.1250 2,702.69
1
14.1250 2,765.55
80
SELMA CA 93662 13.8750 12/15/94
455,000.00
0380093733 .0000 02/01/95
00
1942019 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
447/F07 2.6250 02/01/96
02/01/97
45 6.1250 .0000
.0000
A 10.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1399038 6.7500 100,000.00
100
SHIREY JAMES 8.5000 81,114.16
ZZ
5308 SW 8TH PLACE 8.2500 648.60
1
12.7500 686.15
38
CAPE CORAL FL 33914 12.5000 10/31/94
269,900.00
1904045 .0000 12/01/94
00
1904045 .0000 11/01/24
0
0 2.8750 11/01/95
11/01/96
447/447 2.6250 12/01/95
12/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400161 6.6250 255,300.00
100
FUKUDA HORACIO 8.3750 251,994.06
ZZ
2783 OAKBROOK DRIVE 8.1250 1,634.71
1
12.6250 1,934.28
80
FORT LAUDERDAL FL 33326 12.3750 12/05/94
319,170.00
0380084799 .0000 02/01/95
00
0501014952 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
590/F07 2.6250 02/01/96
02/01/97
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1400247 6.8750 497,600.00
100
GREEN JON 8.5000 491,099.75
ZZ
189 POLIHALE PLACE 8.2500 3,268.88
1
12.8750 3,815.14
80
HONOLULU HI 96825 12.6250 11/02/94
622,000.00
1901994 .0000 01/01/95
00
1901994 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
447/447 2.6250 01/01/96
01/01/97
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400281 7.7500 120,850.00
100
ROMIG BYRON 8.2500 119,621.59
ZZ
14759 HILLSIDE RIDGE 8.0000 865.78
1
13.7500 907.15
70
SAN ANTONIO TX 78233 13.5000 01/13/95
174,000.00
895017 .0000 03/01/95
00
895017 .0000 02/01/25
0
0 2.8750 02/01/96
02/01/97
047/047 2.6250 03/01/96
03/01/97
45 5.7500 .0000
.0000
A 9.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400727 6.7500 212,700.00
100
TUCKER RANDOLPH 8.5000 209,867.96
ZZ
66 DRIFT OAK CIRCLE 8.2500 1,379.57
1
12.7500 1,630.37
95
THE WOODLANDS TX 77381 12.5000 11/17/94
223,917.00
0380086463 .0000 01/01/95
04
3229820 .0000 12/01/24
25
0 2.8750 12/01/95
12/01/96
180/F07 2.6250 01/01/96
01/01/97
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1400785 8.2500 488,350.00
100
PHILLIPS STEVEN 8.3750 483,471.97
ZZ
11707 SADDLE CRESCENT CIRCLE 8.1250 3,668.81
1
14.2500 3,711.08
90
OAKTON VA 22124 14.0000 12/22/94
542,630.00
0380086786 .0000 02/01/95
14
7020230 .0000 01/01/25
20
0 2.8750 01/01/96
01/01/97
696/F07 2.6250 02/01/96
02/01/97
45 6.2500 .0000
.0000
A 10.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400793 6.3750 280,250.00
100
MICHALOWSKI RICHARD 8.3750 276,279.98
ZZ
48 FARM RD 8.1250 1,748.40
1
12.3750 2,122.17
95
SHERBORN MA 01770 12.1250 12/02/94
295,000.00
1888338 .0000 01/01/95
21
1888338 .0000 12/01/24
25
0 2.8750 12/01/95
12/01/96
447/447 2.6250 01/01/96
01/01/97
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400814 7.3750 189,650.00
100
WILLIAMS CHARLES 8.3750 187,472.08
ZZ
27 ROCKY RUN ROAD 8.1250 1,309.87
1
13.3750 1,439.01
70
STAFFORD VA 22406 13.1250 12/21/94
270,950.00
0380087917 .0000 02/01/95
00
4024722 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
696/F07 2.6250 02/01/96
02/01/97
45 5.3750 .0000
.0000
A 9.3750 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400815 6.2500 222,000.00
100
PAVISHA VICTORIA 8.2500 218,779.88
ZZ
2034 NW RIMROCK ROAD 8.0000 1,366.89
1
12.2500 1,661.47
80
BEND OR 97701 12.0000 11/07/94
277,500.00
0380086968 .0000 01/01/95
00
363001 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
375/F07 2.6250 01/01/96
01/01/97
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400821 6.2500 76,000.00
100
TOPLIFF ROBERT 8.2500 74,873.59
ZZ
61516 ORION DRIVE 8.0000 467.95
1
12.2500 568.61
56
BEND OR 97702 12.0000 11/08/94
136,000.00
0380087081 .0000 01/01/95
00
366584 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
375/F07 2.6250 01/01/96
01/01/97
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400838 6.5000 393,000.00
100
DRECHSEL JEFFREY 8.3750 387,807.93
ZZ
94 HAKUI LOOP 8.1250 2,484.03
1
12.5000 2,976.77
67
LAHAINA HI 96761 12.2500 12/14/94
593,000.00
1883330 .0000 02/01/95
00
1883330 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
1
447/447 2.6250 02/01/96
02/01/97
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400859 7.0000 207,000.00
100
YOO TAEK 8.3750 194,056.66
ZZ
2210 COLD MEADOW WAY 8.1250 1,377.18
1
13.0000 1,489.56
90
SILVER SPRING MD 20906 12.7500 12/16/94
230,000.00
0380089921 .0000 02/01/95
01
344090 .0000 01/01/25
17
0 2.8750 01/01/96
01/01/97
028/F07 2.6250 02/01/96
02/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
01/01/96
.0000 03 E
01/01/00
O 1.1250
1400872 7.0000 420,000.00
100
HARPER JR WILLIAM 8.5000 411,297.40
ZZ
8532 GEORGETOWN PIKE 8.2500 2,794.28
1
13.0000 3,215.43
80
MCLEAN VA 22102 12.7500 12/01/94
525,000.00
1924653 .0000 01/01/95
00
1924653 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
447/447 2.6250 01/01/96
01/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1400885 7.8750 168,000.00
100
MALANGA SALVATORE 8.2500 166,328.08
ZZ
6810 PORTSIDE DR 8.0000 1,218.12
1
13.8750 1,261.35
55
BOCA RATON FL 33496 13.6250 01/20/95
309,900.00
1
0380092560 .0000 03/01/95
00
94SL112 .0000 02/01/25
0
0 2.8750 02/01/96
02/01/97
766/F07 2.6250 03/01/96
03/01/97
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
02/01/96
.0000 03 E
02/01/00
O 1.1250
1400916 6.8750 290,000.00
100
PHILLIPS SANDRA 8.3750 286,392.18
ZZ
58022 WINNERS CIRCLE 8.1250 1,905.09
1
12.8750 2,198.31
65
SUNRIVER OR 97707 12.6250 12/20/94
447,279.00
0380087644 .0000 02/01/95
00
166095 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
028/F07 2.6250 02/01/96
02/01/97
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1400984 6.5000 269,200.00
100
BLAKE RONALD 8.3750 265,643.47
ZZ
2308 QUAIL RUN COVE 8.1250 1,701.53
1
12.5000 2,039.05
80
LAGO VISTA TX 78645 12.2500 12/21/94
336,541.00
0380087834 .0000 02/01/95
00
2008266 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
664/F07 2.6250 02/01/96
02/01/97
45 6.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1401066 6.7500 499,500.00
100
CLOWER THOMAS 8.3750 489,993.39
ZZ
1
236 SMOKERISE TRACE 8.1250 3,239.75
1
12.7500 3,761.14
69
PEACHTREE CITY GA 30269 12.5000 12/09/94
732,000.00
1910452 .0000 02/01/95
00
1910452 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
447/447 2.6250 02/01/96
02/01/97
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1401076 6.7500 206,900.00
100
FRANKLIN RICHARD 8.3750 204,273.90
ZZ
5415 HUNTER PARK CIRCLE 8.1250 1,341.95
1
12.7500 1,567.98
72
ARLINGTON TX 76017 12.5000 12/07/94
290,000.00
0380090838 .0000 02/01/95
00
2495570 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
638/F07 2.6250 02/01/96
02/01/97
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1401086 7.2500 250,000.00
100
WIATER J 8.3750 247,071.07
ZZ
9311 NW HOPEDALE COURT 8.1250 1,705.44
1
13.2500 1,896.49
74
PORTLAND OR 97229 13.0000 12/22/94
339,351.00
0380091281 .0000 02/01/95
00
407715 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
736/F07 2.6250 02/01/96
02/01/97
45 5.2500 .0000
.0000
A 9.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1401939 6.8750 185,000.00
100
SULLIVAN TIMOTHY 8.3750 182,698.41
ZZ
47 JOSEPHINE 8.1250 1,215.32
1
12.8750 1,402.37
67
DES PLAINES IL 60018 12.6250 12/05/94
280,000.00
0380091901 .0000 02/01/95
00
1984954 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
664/F07 2.6250 02/01/96
02/01/97
45 6.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1401942 6.0000 290,000.00
100
WEBB WILLIAM 8.0000 285,804.83
ZZ
3401 LANTZ CIRCLE 7.7500 1,738.70
1
12.0000 2,119.49
80
PLANO TX 75025 11.7500 12/28/94
364,000.00
20401921623 .0000 02/01/95
00
20401921623 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
447/447 2.6250 02/01/96
02/01/97
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1401992 7.0000 209,000.00
100
REPP CATHY 8.3750 204,346.54
ZZ
2889 MILLER ROAD 8.1250 1,390.49
1
13.0000 1,570.15
75
PALM CREEK GAR FL 33410 12.7500 12/15/94
279,000.00
1907615 .0000 02/01/95
00
1907615 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
447/447 2.6250 02/01/96
02/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402014 6.7500 67,500.00
100
DERDZINSKI JR RAYMOND 8.3750 66,643.28
ZZ
10107 COOK AVENUE 8.1250 437.80
1
12.7500 511.55
58
OAK LAWN IL 60453 12.5000 12/13/94
117,500.00
0380090424 .0000 02/01/95
00
400550911 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
560/F07 2.6250 02/01/96
02/01/97
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402031 6.2500 77,000.00
100
MOORE RICKY 8.2500 74,601.60
ZZ
8321 WEST 99TH PLACE 8.0000 474.10
1
12.2500 568.44
44
PALOS HILLS IL 60465 12.0000 12/02/94
175,000.00
0380090390 .0000 02/01/95
00
400548591 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
560/F07 2.6250 02/01/96
02/01/97
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402050 7.3750 222,750.00
100
CROMWELL JAMES 8.2500 220,180.75
ZZ
2893 WILLOW WOOD COURT 8.0000 1,538.48
1
13.3750 1,670.92
90
CROFTON MD 21114 13.1250 12/30/94
247,500.00
0380089525 .0000 02/01/95
14
329125 .0000 01/01/25
20
0 2.7500 01/01/96
01/01/97
028/F07 2.5000 02/01/96
02/01/97
45 5.3750 .0000
.0000
A 9.3750 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402071 7.2500 226,850.00
100
PEYTON JEFFREY 8.3750 224,192.23
ZZ
23131 SOUTH FORK 8.1250 1,547.52
1
13.2500 1,720.88
70
SAN ANTONIO TX 78255 13.0000 12/13/94
324,100.00
10941640193 .0000 02/01/95
00
10941640193 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
447/447 2.6250 02/01/96
02/01/97
45 5.2500 .0000
.0000
A 9.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402127 7.0000 230,000.00
100
SHELTON ROBERT 8.3750 135,701.31
ZZ
7300 WELLINGTON POINT ROAD 8.1250 1,530.20
1
13.0000 1,200.95
70
MCKINNEY TX 75070 12.7500 12/23/94
330,000.00
0380090028 .0000 02/01/95
00
3945326 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
637/F07 2.6250 02/01/96
02/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1402383 7.1250 235,750.00
100
MCMAHON JOHN 8.5000 232,471.62
ZZ
1358 WINDGATE COURT 8.2500 1,588.30
1
13.1250 1,805.97
90
BARTLETT IL 60103 12.8750 11/11/94
262,010.00
0380091620 .0000 01/01/95
04
1880939 .0000 12/01/24
17
0 2.8750 12/01/95
12/01/96
1
664/F07 2.6250 01/01/96
01/01/97
45 7.1250 .0000
.0000
A 9.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402445 6.7500 122,100.00
100
RODRIGUEZ JUAN 7.7500 118,923.32
ZZ
14237 S.W. 125 AVE 7.5000 791.94
1
12.7500 859.52
70
MIAMI FL 33186 12.5000 03/16/95
174,490.00
0380099607 .0000 05/01/95
00
95SL002 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
766/728 2.6250 05/01/96
05/01/97
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
04/01/96
.0000 03 E
04/01/00
O 1.1250
1402478 6.8750 300,000.00
100
KLEINMAN PHILLIP 8.3750 296,267.64
ZZ
205 MANCHESTER PLACE 8.1250 1,970.79
1
12.8750 2,274.12
54
GREENSBORO NC 27410 12.6250 12/15/94
560,000.00
0380091216 .0000 02/01/95
00
3128725 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
180/F07 2.6250 02/01/96
02/01/97
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402543 7.3750 264,000.00
100
GAYLOR ROBERT 8.5000 260,523.69
ZZ
807 APODACA HILL 8.2500 1,823.38
1
13.3750 2,026.07
80
SANTA FE NM 87501 13.1250 11/16/94
330,000.00
1
0380091653 .0000 01/01/95
00
3219888 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
180/F07 2.6250 01/01/96
01/01/97
45 5.3750 .0000
.0000
A 9.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402580 7.6250 255,300.00
100
ROBLES JOSE 8.3750 252,483.01
ZZ
11040 ASHLAND WAY 8.1250 1,807.00
1
13.6250 1,938.03
95
SHREVEPRT LA 71106 13.3750 12/22/94
268,750.00
3048014 .0000 02/01/95
04
3048014 .0000 01/01/25
25
0 2.8750 01/01/96
01/01/97
447/447 2.6250 02/01/96
02/01/97
45 5.6250 .0000
.0000
A 9.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1402648 7.3750 415,000.00
100
REUTER FRANCIS 8.2500 410,504.06
ZZ
7425 AINANANI PLACE 8.0000 2,866.31
1
13.3750 3,113.05
80
HONOLULU HI 98625 13.1250 01/04/95
520,000.00
0380091307 .0000 03/01/95
00
368513 .0000 02/01/25
0
0 2.8750 02/01/96
02/01/97
375/F07 2.6250 03/01/96
03/01/97
45 5.3750 .0000
.0000
A 9.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1402677 7.0000 210,000.00
100
MARTIN PAUL 8.3750 207,294.63
ZZ
1
130 MONACO PARKWAY 8.1250 1,397.14
1
13.0000 1,592.28
49
DENVER CO 80220 12.7500 11/02/94
435,000.00
0380092321 .0000 01/01/95
00
366577 .0000 12/01/24
0
0 2.7500 12/01/95
12/01/96
375/F07 2.5000 01/01/96
01/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402819 6.5000 175,000.00
100
PHILBIN PHILIP 8.3750 167,920.89
T
41 BANK STREET 8.1250 1,106.12
1
12.5000 1,293.50
54
HARWICHPORT MA 02646 12.2500 01/06/95
325,000.00
0380091448 .0000 03/01/95
00
6579863 .0000 02/01/25
0
0 3.0000 02/01/96
02/01/97
131/F07 2.7500 03/01/96
03/01/97
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402922 7.2500 480,000.00
100
EDDLEMAN RENTON SHARON 8.2500 474,352.18
ZZ
608 LITTLE FARMS AVENUE 8.0000 3,274.45
1
13.2500 3,599.79
71
RIVER RIDGE LA 70123 13.0000 12/07/94
680,000.00
0380092248 .0000 02/01/95
00
3226438 .0000 01/01/25
0
0 2.7500 01/01/96
01/01/97
180/F07 2.5000 02/01/96
02/01/97
45 5.2500 .0000
.0000
A 9.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
01/01/96
.0000 05 E
01/01/00
O 1.1250
1
1402939 7.8750 613,400.00
100
DELLINGER II HAROLD 8.1250 607,274.63
ZZ
5183 NORTH 37TH ROAD 7.8750 4,447.58
1
13.8750 4,552.57
80
ARLINGTON VA 22207 13.6250 01/10/95
766,794.00
88428 .0000 03/01/95
00
88428 .0000 02/01/25
0
0 2.7500 02/01/96
02/01/97
246/246 2.5000 03/01/96
03/01/97
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402982 6.3750 270,000.00
100
POMPEO M 8.3750 265,988.34
ZZ
8 SUMMER STREET 8.1250 1,684.45
1
12.3750 2,044.56
90
NAHANT MA 01908 12.1250 10/03/94
300,000.00
450002498 .0000 12/01/94
04
450002498 .0000 11/01/24
25
0 2.8750 11/01/95
11/01/96
560/560 2.6250 12/01/95
12/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
11/01/95
.0000 05 E
11/01/99
O 1.1250
1402984 7.0000 388,000.00
100
JONES DAVID 8.2500 379,914.62
ZZ
800 AZALEA 8.0000 2,742.30
1
13.0000 3,050.77
55
SANTA TERESA NM 88008 12.7500 10/12/94
709,000.00
450011085 .0000 12/01/94
00
450011085 .0000 11/01/19
0
0 2.6250 11/01/95
11/01/96
560/560 2.3750 12/01/95
12/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
300 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402986 6.3750 650,000.00
100
PRATT THOMAS 8.2500 640,287.73
ZZ
199 CANON VIEW ROAD 8.0000 4,055.15
1
12.3750 4,866.02
67
MONTECITO CA 93108 12.1250 10/11/94
975,000.00
450015862 .0000 12/01/94
00
450015862 .0000 11/01/24
0
0 2.6250 11/01/95
11/01/96
560/560 2.3750 12/01/95
12/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402989 5.3750 198,000.00
100
FREEMAN JONATHAN 7.3750 194,506.24
ZZ
3005 AUTUMN DRIVE 7.1250 1,108.74
1
11.3750 1,360.76
79
LAREDO TX 78041 11.1250 11/10/94
251,500.00
450027388 .0000 01/01/95
00
450027388 .0000 12/01/24
0
0 2.8750 12/01/95
12/01/96
560/560 2.6250 01/01/96
01/01/97
45 3.3750 .0000
.0000
A 7.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402996 7.8750 186,750.00
100
PUJALS JERRY 7.8750 184,731.01
ZZ
31 LUKE DRIVE 7.6250 1,354.07
1
13.8750 1,354.07
75
NAPA CA 94558 13.6250 12/01/94
249,000.00
450045810 .0000 02/01/95
00
450045810 .0000 01/01/25
0
0 2.7500 07/01/96
07/01/96
560/560 2.5000 08/01/96
08/01/96
45 5.8750 .0000
.0000
A 9.8750 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402997 5.7500 242,400.00
100
MURPHY BRUCE 5.7500 238,473.78
ZZ
5 SILVER LANE 5.5000 1,414.58
1
11.7500 1,414.58
80
SPARTA NJ 07871 11.5000 12/09/94
303,000.00
450046727 .0000 02/01/95
00
450046727 .0000 01/01/25
0
0 2.7500 07/01/96
07/01/96
560/560 2.5000 08/01/96
08/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403000 7.5000 195,000.00
100
ALFARO MARTHA 8.3750 192,804.97
ZZ
5631 EAST SUTLER LANE 8.1250 1,363.47
1
13.5000 1,479.95
75
TUCSON AZ 85712 13.2500 12/13/94
260,000.00
450052477 .0000 02/01/95
00
450052477 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
560/560 2.6250 02/01/96
02/01/97
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403001 7.5000 900,000.00
100
SHAIKH AYESHA 8.1250 889,777.38
ZZ
525 BROSIAN WAY 7.8750 6,292.93
1
13.5000 6,675.27
64
SANTA BARBARA CA 93109 13.2500 12/06/94
1,425,000.00
450052576 .0000 02/01/95
00
450052576 .0000 01/01/25
0
0 2.6250 01/01/96
01/01/97
1
560/560 2.3750 02/01/96
02/01/97
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403036 7.3750 150,000.00
100
MCGRAW BRIAN 7.8750 148,460.12
ZZ
2445 WEST GULF DRIVE 7.5000 1,036.02
1
13.3750 1,086.55
49
SANIBEL FL 33957 13.0000 02/15/95
310,000.00
3560372 2.3750 04/01/95
00
3560372 2.0000 03/01/25
0
0 3.0000 04/01/96
04/01/97
405/405 2.6250 05/01/96
05/01/97
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
5.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1403097 5.7500 270,000.00
100
NASSIB GILBERT 7.7500 265,276.45
ZZ
688 MILITIA HILL DR 7.5000 1,575.65
1
11.7500 1,926.34
75
WEST CHESTER PA 19382 11.5000 09/30/94
361,000.00
450001821 .0000 11/01/94
00
450001821 .0000 10/01/24
0
0 2.8750 10/01/95
10/01/96
560/560 2.6250 11/01/95
11/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403219 4.8750 223,000.00
100
FORTNER RAYMOND 7.8750 214,894.18
ZZ
924 GLADE FOREST COURT 7.5000 1,180.13
1
10.8750 1,586.41
86
CEDAR HILL TX 75104 10.5000 03/18/94
260,000.00
1
2343382 .0000 05/01/94
04
2343382 .0000 04/01/24
17
0 3.0000 04/01/95
04/01/97
638/638 2.6250 05/01/95
05/01/97
45 2.8750 .0000
.0000
A 6.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403224 5.7500 250,000.00
100
PRICE EVAN 7.7500 244,829.46
ZZ
5915 CLUB HILL PLACE 7.3750 1,458.93
1
11.7500 1,783.65
50
DALLAS TX 75248 11.3750 05/13/94
500,000.00
2370591 .0000 07/01/94
00
2370591 .0000 06/01/24
0
0 3.0000 06/01/95
06/01/96
638/638 2.6250 07/01/95
07/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403229 5.7500 340,000.00
100
BERNS PERRY 7.7500 324,644.86
ZZ
3209 STANFORD AVENUE 7.3750 1,984.15
1
11.7500 2,403.71
63
UNIVERSITY PAR TX 75225 11.3750 05/11/94
540,000.00
2378115 .0000 07/01/94
00
2378115 .0000 06/01/24
0
0 2.8750 06/01/95
06/01/96
638/638 2.5000 07/01/95
07/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403234 5.7500 236,000.00
100
SCHULTHEIS STEPHEN 7.7500 231,308.94
ZZ
1
4802 BURBURY STREET 7.3750 1,377.23
1
11.7500 1,683.76
80
SUGAR LAND TX 77479 11.3750 06/10/94
295,000.00
2387595 .0000 08/01/94
00
2387595 .0000 07/01/24
0
0 2.8750 07/01/95
07/01/96
638/638 2.5000 08/01/95
08/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403244 5.6250 195,300.00
100
VINDERBOIM ROSE 7.6250 184,013.69
ZZ
305 EAST 65TH STREET 7.2500 1,124.26
1
UNIT 35C 11.6250 1,336.64
70
MANHATTAN NY 10021 11.2500 05/31/94
279,000.00
20361903 .0000 07/01/94
00
94024442 .0000 06/01/24
0
0 2.8750 06/01/95
06/01/96
429/429 2.5000 07/01/95
07/01/96
45 2.8750 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 06 0
00/00/00
O .0000
1403267 4.1250 229,500.00
100
WHATLEY THOMAS 7.8750 222,634.18
ZZ
16741 VILLAGE LANE 7.5000 1,112.28
1
10.1250 1,643.55
90
DALLAS TX 75248 9.7500 03/15/94
255,000.00
20488581 .0000 05/01/94
01
170829 .0000 04/01/24
17
0 3.0000 04/01/95
04/01/97
976/429 2.6250 05/01/95
05/01/97
45 3.0000 .0000
.0000
A 6.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1403283 5.6250 283,500.00
100
WHITEHURST MILTON 7.6250 277,498.95
ZZ
3104 NORTHGATE DRIVE 7.2500 1,631.99
1
11.6250 1,998.15
90
PLANO TX 75093 11.2500 05/06/94
315,000.00
20488730 .0000 07/01/94
04
265907 .0000 06/01/24
17
0 3.0000 06/01/95
06/01/96
976/429 2.6250 07/01/95
07/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403284 5.2500 308,000.00
100
CLARK WILLIAM 7.2500 299,647.58
ZZ
6011 PINEHURST DRIVE 6.8750 1,700.79
1
11.2500 2,091.11
80
EL PASO TX 79912 10.8750 04/22/94
385,000.00
20488748 .0000 06/01/94
00
265957 .0000 05/01/24
0
0 3.0000 05/01/95
05/01/96
976/429 2.6250 06/01/95
06/01/96
45 3.2500 .0000
.0000
A 7.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 01
05/01/95
.0000 05 E
05/01/99
O 1.1250
1403288 4.7500 223,900.00
100
WEBB STEVEN 6.7500 218,340.26
ZZ
12509 RANCHITOS AVENUE NE 6.3750 1,167.97
1
10.7500 1,445.20
80
ALBUQUERQUE NM 87122 10.3750 05/04/94
280,000.00
20488565 .0000 07/01/94
00
43518 .0000 06/01/24
0
0 3.0000 06/01/95
06/01/96
976/429 2.6250 07/01/95
07/01/96
45 3.0000 .0000
.0000
A 6.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403299 5.2500 273,700.00
100
FLAHERTY KEVIN 7.2500 267,492.67
ZZ
16791 IRONWOOD CIRCLE 6.8750 1,511.38
1
11.2500 1,858.78
90
LAKEVILLE MN 55044 10.8750 05/26/94
304,180.00
673903688 .0000 07/01/94
04
420224179 .0000 06/01/24
17
0 3.0000 06/01/95
06/01/96
417/417 2.6250 07/01/95
07/01/96
45 3.2500 .0000
.0000
A 7.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403303 5.0000 411,300.00
100
MOLONY DONALD 7.0000 401,537.45
ZZ
6410 MERCER 6.6250 2,207.95
1
11.0000 2,723.69
90
HOUSTON TX 77005 10.6250 05/23/94
457,000.00
405843040 .0000 07/01/94
04
420224190 .0000 06/01/24
17
0 3.0000 06/01/95
06/01/96
417/417 2.6250 07/01/95
07/01/96
45 3.0000 .0000
.0000
A 7.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403323 5.7500 248,950.00
100
ZIMMERMAN BRUCE 7.7500 244,001.38
ZZ
4665 KINSEY LANE 7.3750 1,452.81
1
11.7500 1,776.16
90
ALEXANDRIA VA 22311 11.3750 06/23/94
276,640.00
412982841 .0000 08/01/94
04
420224239 .0000 07/01/24
22
0 2.7500 07/01/95
07/01/96
417/417 2.3750 08/01/95
08/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403327 6.1250 360,000.00
100
BLISS HARRY 8.1250 353,328.96
ZZ
3201 CALLE CELESTIAL 7.7500 2,187.40
1
12.1250 2,662.63
62
SANTA FE NM 87501 11.7500 06/10/94
585,000.00
420224247 .0000 08/01/94
00
420224247 .0000 07/01/24
0
0 2.7500 07/01/95
07/01/96
417/417 2.3750 08/01/95
08/01/96
45 4.1250 .0000
.0000
A 8.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403331 6.7500 287,900.00
100
HICKMAN JOSEPH 8.7500 282,970.34
ZZ
3644 EMERALD BEACH COURT 8.3750 1,867.32
1
12.7500 2,257.00
90
LAS VEGAS NV 89117 12.3750 05/24/94
319,900.00
405843065 .0000 07/01/94
04
420224252 .0000 06/01/24
17
0 2.7500 06/01/95
06/01/96
417/417 2.3750 07/01/95
07/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403337 6.2500 139,350.00
100
KASAMA NAOFUMI 8.2500 136,929.28
ZZ
3020 PISMO BEACH DRIVE 7.8750 858.01
1
12.2500 1,042.92
95
LAS VEGAS NV 89128 11.8750 07/25/94
146,700.00
420224267 .0000 09/01/94
04
420224267 .0000 08/01/24
25
0 2.7500 08/01/95
08/01/96
1
417/417 2.3750 09/01/95
09/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403347 6.0000 289,150.00
100
SMITH GARY 8.0000 283,885.19
ZZ
7715 ISLAND CREEK COURT 7.6250 1,733.61
1
12.0000 2,113.28
90
KINGSTOWNE VA 22315 11.6250 07/21/94
321,290.00
420224282 .0000 09/01/94
04
420224282 .0000 08/01/24
17
0 2.7500 08/01/95
08/01/96
417/417 2.3750 09/01/95
09/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403348 6.0000 235,600.00
100
PARKER ALLEGRO 8.0000 231,130.33
ZZ
4661 KINSEY LANE 7.6250 1,412.55
1
12.0000 1,721.91
95
ALEXANDRIA VA 22311 11.6250 06/29/94
248,000.00
420224283 .0000 08/01/94
04
420224283 .0000 07/01/24
25
0 2.7500 07/01/95
07/01/96
417/417 2.3750 08/01/95
08/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403357 6.2500 263,500.00
100
RICE JAMES 8.2500 258,923.05
ZZ
3721 STANFORD AVE 7.8750 1,622.41
1
12.2500 1,972.07
87
DALLAS TX 75225 11.8750 07/15/94
303,500.00
1
420224294 .0000 09/01/94
04
420224294 .0000 08/01/24
17
0 3.0000 08/01/95
08/01/96
417/417 2.6250 09/01/95
09/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403359 6.5000 89,450.00
100
PEARCE ERIC 8.5000 87,955.77
ZZ
1300 HILTON PLACE NW 8.1250 565.38
1
12.5000 685.19
78
SOCORRO NM 87801 12.1250 07/20/94
116,000.00
420224296 .0000 09/01/94
00
420224296 .0000 08/01/24
0
0 3.0000 08/01/95
08/01/96
417/417 2.6250 09/01/95
09/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403361 6.7500 209,000.00
100
BOMER ROBERT 8.7500 205,421.28
T
49011-2 THE CAPE DRIVE 8.3750 1,355.58
1
12.7500 1,638.46
90
HORSESHOE BAY TX 78654 12.3750 05/20/94
232,500.00
412982921 .0000 07/01/94
04
420224299 .0000 06/01/24
17
0 2.7500 06/01/95
06/01/96
417/417 2.3750 07/01/95
07/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403363 7.5000 238,500.00
100
THOMAS DAVID 8.5000 233,456.88
ZZ
1
291 C MORTON STREET 8.1250 1,667.63
1
13.5000 1,817.39
80
MARATHON FL 33050 13.1250 07/29/94
300,000.00
420224316 .0000 10/01/94
00
420224316 .0000 09/01/24
0
0 3.0000 09/01/95
09/01/96
417/417 2.6250 10/01/95
10/01/96
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403366 7.5000 58,950.00
100
CORTEZ SR FERNANDO 8.5000 58,129.02
ZZ
202 BLANKET DRIVE 8.1250 412.19
1
13.5000 452.52
90
COPPERAS COVE TX 76522 13.1250 08/04/94
65,500.00
525336385 .0000 10/01/94
04
420224321 .0000 09/01/24
17
0 3.0000 09/01/95
09/01/96
417/417 2.6250 10/01/95
10/01/96
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403368 7.8750 124,450.00
100
BELL EDWARD 8.5000 122,798.14
ZZ
32813 NW PEAK ROAD 8.1250 902.35
1
13.8750 955.95
95
SCAPPOOSE OR 97056 13.5000 08/10/94
131,000.00
525336488 .0000 10/01/94
04
420224323 .0000 09/01/24
25
0 3.0000 09/01/95
09/01/96
417/417 2.6250 10/01/95
10/01/96
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1403370 6.5000 123,750.00
100
BARACCO ANDREW 8.5000 121,785.50
ZZ
205-207 N.E. 1ST COURT 8.1250 782.18
2
12.5000 948.07
90
DANIA FL 33004 12.1250 08/18/94
138,000.00
525336549 .0000 10/01/94
04
420224325 .0000 09/01/24
25
0 3.0000 09/01/95
09/01/96
417/417 2.6250 10/01/95
10/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 01
09/01/97
.0000 05 E
09/01/99
O 1.5000
1403380 6.5000 200,700.00
100
LEWIS ROBERT 8.1250 197,558.01
ZZ
12934 TOSCA STREET 7.7500 1,268.56
1
12.5000 1,481.04
90
HOUSTON TX 77024 12.1250 01/03/95
223,000.00
525338090 .0000 03/01/95
14
420224346 .0000 02/01/25
20
0 2.7500 02/01/96
02/01/97
417/417 2.3750 03/01/96
03/01/97
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403382 6.6250 65,000.00
100
ELBRECHT TIMOTHY 8.5000 64,161.49
ZZ
11039 GALLERIA COVE 8.1250 416.20
1
12.6250 498.11
49
AUSTIN TX 78759 12.2500 12/02/94
135,000.00
525338509 .0000 02/01/95
00
420224354 .0000 01/01/25
0
0 3.0000 01/01/96
01/01/97
417/417 2.6250 02/01/96
02/01/97
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
1
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403389 7.1250 218,500.00
100
PERRY EDMON 8.3750 215,888.54
ZZ
129 PASCHALL ROAD 8.1250 1,472.07
1
13.1250 1,657.14
95
SUNNYVALE TX 75182 12.8750 12/06/94
230,000.00
0380095084 .0000 02/01/95
14
2415768 .0000 01/01/25
25
0 2.8750 01/01/96
01/01/97
180/F07 2.6250 02/01/96
02/01/97
45 5.1250 .0000
.0000
A 9.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403392 7.0000 209,950.00
100
RICHEY MARK 8.5000 206,172.01
ZZ
204 ROEBLING LANE 8.2500 1,396.80
1
13.0000 1,609.65
95
CARY NC 27513 12.7500 11/23/94
221,000.00
0380093717 .0000 01/01/95
14
2970481 .0000 12/01/24
25
0 2.8750 12/01/95
12/01/96
180/F07 2.6250 01/01/96
01/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403411 4.7500 248,000.00
100
BARDEN DAVID 8.1250 241,170.87
ZZ
3953 COUNTRY TRAILS LANE 7.7500 1,293.69
1
10.7500 1,823.05
80
BONITA CA 91902 10.3750 02/23/94
310,000.00
940132244 .0000 04/01/94
00
940132244 .0000 03/01/24
0
0 3.0000 03/01/95
03/01/97
670/670 2.6250 04/01/95
04/01/97
45 .0000 .0000
.0000
A .0000 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 5 01
05/01/97
.0000 05 E
05/01/99
O 1.5000
1403426 5.3750 386,100.00
100
QUILLIAN JONATHAN 7.3750 367,746.96
ZZ
28344 AQUEDUCT LANE 7.0000 2,162.05
1
11.3750 2,605.11
90
FAIR OAKS RANC TX 78006 11.0000 04/28/94
429,000.00
5505283 .0000 06/01/94
04
940231624 .0000 05/01/24
17
0 2.0000 05/01/95
05/01/96
670/670 1.6250 06/01/95
06/01/96
45 3.3750 .0000
.0000
A 7.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 01
05/01/95
.0000 05 E
05/01/99
O .6250
1403445 6.3750 150,000.00
100
PRIMAVERA WILLIAM 8.3750 147,348.74
ZZ
5791 SOUTH DOUBLE BLUFF ROAD 8.0000 935.81
1
12.3750 1,135.86
56
FREELAND WA 98249 12.0000 06/01/94
270,000.00
940387301 .0000 08/01/94
00
940387301 .0000 07/01/24
0
0 2.8750 07/01/95
07/01/96
670/670 2.5000 08/01/95
08/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 5 01
07/01/97
.0000 05 E
07/01/99
O 1.5000
1403450 6.5000 117,900.00
100
NEGRI RALPH 8.5000 115,628.69
ZZ
16 NORTH ELM STREET 8.1250 745.21
3
12.5000 903.24
90
WALLINGFORD CT 06492 12.1250 06/28/94
131,000.00
940427768 .0000 08/01/94
14
940427768 .0000 07/01/24
17
0 3.1250 07/01/95
07/01/96
1
670/670 2.7500 08/01/95
08/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 01
07/01/97
.0000 05 E
07/01/99
O 1.5000
1403460 5.6250 215,450.00
100
GOODSPEED PETER 7.6250 211,278.50
ZZ
802 HILLS CREEK COURT 7.3750 1,240.25
1
11.6250 1,516.06
75
MCKINNEY TX 75070 11.3750 10/19/94
287,298.00
0380094426 .0000 12/01/94
00
2579951 .0000 11/01/24
0
0 2.8750 11/01/95
11/01/96
180/F07 2.6250 12/01/95
12/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403475 5.2500 75,000.00
100
PAMER PAUL 7.2500 73,232.45
ZZ
1415 WAGON GAP TRAIL 6.8750 414.15
1
11.2500 509.35
65
HOUSTON TX 77090 10.8750 04/18/94
116,000.00
2721967 .0000 06/01/94
00
2721967 .0000 05/01/24
0
0 3.0000 05/01/95
05/01/96
180/180 2.6250 06/01/95
06/01/96
45 3.2500 .0000
.0000
A 7.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403479 5.8750 346,500.00
100
HAMILTON JOHN 7.8750 340,041.75
ZZ
2914 FLAGLER DRIVE 7.5000 2,049.68
1
11.8750 2,502.21
90
WEST PALM BEAC FL 33407 11.5000 07/18/94
385,000.00
1
2835361 .0000 09/01/94
04
2835361 .0000 08/01/24
17
0 3.0000 08/01/95
08/01/96
180/180 2.6250 09/01/95
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403480 6.2500 108,500.00
100
TASKER MELVIN 8.2500 106,376.59
ZZ
26633 NORTH 71ST PLACE 7.8750 668.05
1
12.2500 812.03
70
SCOTTSDALE AZ 85260 11.8750 04/12/94
155,000.00
2851939 .0000 06/01/94
00
2851939 .0000 05/01/24
0
0 3.0000 05/01/95
05/01/96
180/180 2.6250 06/01/95
06/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403487 3.8750 530,000.00
100
CONKLE VERLAN 7.8750 513,437.14
ZZ
5504 ARCH BRIDGE COURT 7.5000 2,492.26
1
9.8750 3,790.34
69
ARLINGTON TX 76017 9.5000 03/29/94
770,000.00
3036019 .0000 05/01/94
00
3036019 .0000 04/01/24
0
0 3.0000 04/01/95
04/01/97
180/180 2.6250 05/01/95
05/01/97
45 3.0000 .0000
.0000
A 5.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403489 6.2500 148,600.00
100
THORPE RICHARD 8.2500 146,018.77
ZZ
1
13 LOS ALTOS ROAD 7.8750 914.96
1
12.2500 1,112.14
61
ARROYO SECO NM 87514 11.8750 07/08/94
245,000.00
3046273 .0000 09/01/94
00
3046273 .0000 08/01/24
0
0 3.0000 08/01/95
08/01/96
180/180 2.6250 09/01/95
09/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403491 5.5000 229,500.00
100
VENEKLASEN GORDON 7.5000 224,334.01
ZZ
160 1/2 LORENZO ROAD 7.1250 1,303.08
1
11.5000 1,597.81
90
SANTA FE NM 87501 11.1250 04/13/94
255,000.00
3048469 .0000 06/01/94
04
3048469 .0000 05/01/24
17
0 3.0000 05/01/95
05/01/96
180/180 2.6250 06/01/95
06/01/96
45 3.5000 .0000
.0000
A 7.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403508 5.0000 107,000.00
100
VARONA JORGE 8.2500 104,020.56
ZZ
4506 WESTCHASE CIRCLE 7.8750 574.40
1
11.0000 796.48
95
GRAPEVINE TX 76501 10.6250 12/21/93
113,000.00
2908135 .0000 02/01/94
04
2908135 .0000 01/01/24
27
0 2.7500 01/01/95
01/01/97
180/180 2.3750 02/01/95
02/01/97
45 3.0000 .0000
.0000
A 7.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1403525 4.1250 248,000.00
100
HALE JOHN 7.7500 240,580.75
ZZ
2200 PINE STREET 7.3750 1,201.94
1
10.1250 1,755.60
80
BAKERSFIELD CA 93301 9.7500 03/09/94
310,000.00
12074586 .0000 05/01/94
00
279469 .0000 04/01/24
0
0 2.8750 04/01/95
04/01/97
052/670 2.5000 05/01/95
05/01/97
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403535 5.7500 340,000.00
100
FOXX JEFFERY 7.7500 332,930.17
ZZ
1 ASHTON DRIVE 7.3750 1,984.15
1
11.7500 2,425.76
80
KATONAH NY 10536 11.3750 05/31/94
430,000.00
285500 2.8750 07/01/94
00
285500 2.5000 06/01/24
0
0 2.8750 06/01/95
06/01/96
052/670 2.5000 07/01/95
07/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
2.8750 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403536 5.3750 218,500.00
100
PETTI ANTHONY 7.3750 213,656.71
ZZ
1 PARK LANE 7.0000 1,223.54
1
11.3750 1,502.52
95
SOMERS NY 10589 11.0000 05/13/94
230,000.00
285633 .0000 07/01/94
14
285633 .0000 06/01/24
22
0 3.2500 06/01/95
06/01/96
052/670 2.8750 07/01/95
07/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 X X
.0000
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403626 7.3750 251,200.00
100
MODORY GARY 8.3750 248,315.26
T
50 CAMINO DIMITRIO 8.1250 1,734.98
1
13.3750 1,906.04
80
SANTA FE NM 87505 13.1250 12/06/94
314,000.00
0380094210 .0000 02/01/95
00
3217841 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
180/F07 2.6250 02/01/96
02/01/97
45 5.3750 .0000
.0000
A 9.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1403758 8.1250 250,000.00
100
POWERS JR ROBERT 8.2500 247,615.59
ZZ
661 BAY LAUREL COURT NE 8.0000 1,856.24
1
14.1250 1,877.79
67
ST PETERSBURG FL 33703 13.8750 01/31/95
375,000.00
0380095092 .0000 03/01/95
00
1047844 .0000 02/01/25
0
0 2.8750 02/01/96
02/01/97
480/F07 2.6250 03/01/96
03/01/97
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1403864 7.3750 294,150.00
100
BILOTTA WILLIAM 7.3750 291,610.87
ZZ
2496 RAM CROSSING WAY 7.1250 2,031.62
1
13.3750 2,031.62
85
HENDERSON NV 89014 13.1250 04/06/95
349,809.00
0380109638 .0000 06/01/95
10
3171048 .0000 05/01/25
12
0 2.7500 05/01/96
05/01/96
637/F07 2.5000 06/01/96
06/01/96
45 5.3750 .0000
.0000
A 9.3750 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1404158 5.2500 211,500.00
100
MARSHALL CATHRINE 7.2500 207,805.05
ZZ
2501 M STREET N W 7.0000 1,167.91
1
UNIT # 701 11.2500 1,436.36
90
WASHINGTON DC 20037 11.0000 11/30/94
235,000.00
0380099102 .0000 01/01/95
14
344016 .0000 12/01/24
20
0 2.7500 12/01/95
12/01/96
028/F07 2.5000 01/01/96
01/01/97
45 3.2500 .0000
.0000
A 7.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 08 0
00/00/00
O .0000
1404458 8.3750 185,000.00
100
EDWARDS III CHARLES 7.7500 183,278.28
ZZ
495 ATLANTA COUNTRY CLUB DRIV 7.5000 1,406.13
1
14.3750 1,325.67
51
MARIETTA GA 30067 14.1250 02/16/95
367,500.00
0380095951 .0000 04/01/95
00
61060333 .0000 03/01/25
0
0 2.6250 03/01/96
03/01/97
003/F07 2.3750 04/01/96
04/01/97
45 6.3750 .0000
.0000
A 10.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1405026 7.2500 210,600.00
100
OLIVEIRA FRANCISCO 8.0000 208,408.90
ZZ
8030 MONIER WAY 7.7500 1,436.66
1
13.2500 1,543.24
90
ORLANDO FL 32835 13.0000 02/21/95
234,000.00
0380096819 .0000 04/01/95
10
351525 .0000 03/01/25
17
0 2.8750 03/01/96
03/01/97
1
028/F07 2.6250 04/01/96
04/01/97
45 5.2500 .0000
.0000
A 9.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
03/01/96
.0000 03 E
03/01/00
O 1.1250
1405034 7.5000 187,425.00
100
HADESMAN HERBERT 8.0000 185,567.42
ZZ
7003 N. LOREL AVENUE 7.7500 1,310.00
1
13.5000 1,374.10
75
SKOKIE IL 60077 13.2500 02/24/95
250,000.00
0380097031 .0000 04/01/95
00
1144773 .0000 03/01/25
0
0 2.8750 03/01/96
03/01/97
480/F07 2.6250 04/01/96
04/01/97
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1405170 7.6250 625,000.00
100
NOEL STEPHEN 8.3750 614,899.60
ZZ
11404 GOVERNORS DRIVE 8.1250 4,423.71
1
13.6250 4,724.80
75
CHAPEL HILL NC 27514 13.3750 01/03/95
840,000.00
0380098484 .0000 02/01/95
00
2970812 .0000 01/01/25
0
0 2.8750 01/01/96
01/01/97
180/F07 2.6250 02/01/96
02/01/97
45 5.6250 .0000
.0000
A 9.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1405195 7.8750 332,000.00
100
WALLACE JAMES 8.1250 328,921.68
ZZ
7205 SIERRA DRIVE 7.7500 2,407.23
1
13.8750 2,464.07
90
GRANITE BAY CA 95746 13.5000 02/14/95
370,000.00
1
0200675472 .0000 04/01/95
04
0714621611 .0000 03/01/25
25
0 3.0000 03/01/96
03/01/97
478/478 2.6250 04/01/96
04/01/97
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1406568 7.2500 601,000.00
100
DANIELS ROBERT 7.7500 595,183.17
ZZ
31 MUIRFIELD WAY 7.5000 4,099.88
1
13.2500 4,301.72
75
SUGAR LAND TX 77479 13.0000 03/03/95
805,000.00
0380100991 .0000 05/01/95
00
168381 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
028/F07 2.6250 05/01/96
05/01/97
45 5.2500 .0000
.0000
A 9.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1406586 7.2500 105,000.00
100
CHRISTENSEN JOHN 7.7500 103,705.74
ZZ
1048 PAISLEY COURT 7.5000 716.29
1
13.2500 749.98
68
SPARKS NV 89434 13.0000 03/02/95
155,000.00
0380100835 .0000 05/01/95
00
145623 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
028/728 2.6250 05/01/96
05/01/97
45 5.2500 .0000
.0000
A 9.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1406904 8.2500 975,000.00
100
MATHESON CHARLES 7.7500 967,250.63
ZZ
1
ROUTE 707, BOX 1 7.5000 7,324.85
1
14.2500 6,990.86
49
THE PLAINS VA 22171 14.0000 03/15/95
2,000,000.00
0380100728 .0000 05/01/95
00
5010634 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
696/F07 2.6250 05/01/96
05/01/97
45 6.2500 .0000
.0000
A 10.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1407870 6.5000 231,500.00
100
GOMORA LESLIE 7.6250 228,912.44
ZZ
3616 WHITE EAGLE DRIVE 7.3750 1,463.24
1
12.5000 1,634.93
71
NAPERVILLE IL 60540 12.2500 03/15/95
330,000.00
6728961 .0000 05/01/95
00
6728961 .0000 04/01/25
0
0 2.7500 04/01/96
04/01/97
169/169 2.5000 05/01/96
05/01/97
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1414869 7.1250 220,000.00
100
LEWIS EDNA 7.7500 217,818.39
ZZ
12 CANYON CREST COURT 7.5000 1,482.19
1
13.1250 1,574.29
43
FRISCO TX 75034 12.8750 03/16/95
515,000.00
0380105974 .0000 05/01/95
00
1994003 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
664/F07 2.6250 05/01/96
05/01/97
45 5.1250 .0000
.0000
A 9.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1415172 7.0000 150,100.00
100
HARDMAN DENISE 7.7500 148,575.24
ZZ
500 TERRACE OAKS DRIVE 7.3750 998.62
1
13.0000 1,073.84
62
ROSWELL GA 30075 12.6250 03/22/95
244,750.00
30000247 .0000 05/01/95
00
30000247 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
669/669 2.5000 05/01/96
05/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1415316 7.8750 208,000.00
100
BAXTER PAUL 8.0000 205,989.97
ZZ
10553 86TH PLACE 7.7500 1,508.14
1
13.8750 1,525.33
95
PLEASANT PRAIR WI 53158 13.6250 02/27/95
219,990.00
3029693 .0000 04/01/95
14
3029693 .0000 03/01/25
25
0 2.8750 03/01/96
03/01/97
447/447 2.6250 04/01/96
04/01/97
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1415357 6.8750 366,000.00
100
CARTER GEORGE 7.7500 158,734.44
ZZ
2615 WOODS LANE 7.5000 2,404.36
1
12.8750 1,147.26
75
GARLAND TX 75044 12.6250 03/30/95
488,000.00
0380108564 .0000 05/01/95
00
2461028 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
638/F07 2.6250 05/01/96
05/01/97
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1415359 6.6250 55,000.00
100
DUNHAM RONALD 6.6250 49,423.55
ZZ
10209 3RD STREET EAST 6.3750 352.18
1
12.6250 352.18
52
TREASURE ISLAN FL 33706 12.3750 04/07/95
107,000.00
0380108606 .0000 06/01/95
00
2224962 .0000 05/01/25
0
0 2.8750 05/01/96
05/01/96
306/728 2.6250 06/01/96
06/01/96
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1415692 7.7500 760,000.00
100
DANIEL PAUL 7.7500 753,905.36
ZZ
3 BEACON HILL SOUTH 7.5000 5,444.73
1
13.7500 5,444.73
73
SOUTH BARRINGT IL 60010 13.5000 04/24/95
1,050,000.00
0380112442 .0000 06/01/95
00
0290014457 .0000 05/01/25
0
0 2.8750 05/01/96
05/01/96
A53/F07 2.6250 06/01/96
06/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1415695 6.4500 213,000.00
100
BECK MARTIN 7.6250 209,895.73
ZZ
1112 THACKERY LANE 7.3750 1,339.31
1
12.4500 1,499.11
73
NAPERVILLE IL 60565 12.2000 03/27/95
292,000.00
7345658 .0000 05/01/95
00
7345658 .0000 04/01/25
0
0 2.7500 04/01/96
04/01/97
169/169 2.5000 05/01/96
05/01/97
45 4.4500 .0000
.0000
A 8.4500 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1415757 7.3750 150,500.00
100
WELLS KENNETH 7.3750 149,200.83
ZZ
5024 COUNTY ROAD 510 7.0000 1,039.47
1
13.1250 1,039.47
61
IGNACIO CO 81137 12.7500 04/27/95
250,500.00
0003628542 .0000 06/01/95
00
0003628542 .0000 05/01/25
0
0 3.0000 05/01/96
05/01/96
405/405 2.6250 06/01/96
06/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
5.7500 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1415762 4.5000 236,250.00
100
CLARK RICHARD 8.3750 228,882.29
ZZ
2764 CHAIN BRIDGE ROAD 8.1250 1,197.05
1
10.5000 1,773.63
70
VIENNA VA 22181 10.2500 11/03/93
337,500.00
85223 .0000 01/01/94
00
85223 .0000 12/01/23
0
0 2.7500 12/01/94
12/01/96
246/246 2.5000 01/01/95
01/01/97
45 2.5000 .0000
.0000
A 6.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 01
12/01/94
.0000 03 E
12/01/98
O .6250
1415856 4.8750 212,050.00
100
ROTH DENISE 6.8750 207,694.55
ZZ
24322 BAY HILL BOULEVARD 6.6250 1,122.19
1
10.8750 1,386.42
80
KATY TX 77494 10.6250 09/29/94
265,074.00
0380113317 .0000 11/01/94
00
2524106 .0000 10/01/24
0
0 2.9500 10/01/95
10/01/96
1
180/F07 2.7000 11/01/95
11/01/96
45 2.8750 .0000
.0000
A 6.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1416031 6.3750 112,250.00
100
YEUNG CHO 7.7500 82,325.74
ZZ
716 EDEN FARMS CIRCLE 7.5000 700.30
1
12.3750 648.54
64
WESTMINISTER MD 21157 12.1250 03/31/95
176,762.00
0380111576 .0000 05/01/95
00
6084529 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
561/728 2.6250 05/01/96
05/01/97
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1416114 8.1250 1,000,000.00
100
RICHARDSON J 8.1250 991,851.33
ZZ
20 SOUTH CALIBOGUE CAY ROAD 7.8750 7,424.97
1
14.1250 7,424.97
63
HILTON HEAD IS SC 29928 13.8750 03/27/95
1,600,000.00
3003178 .0000 05/01/95
00
3003178 .0000 04/01/25
0
0 3.2500 04/01/96
04/01/97
447/447 3.0000 05/01/96
05/01/97
45 6.1250 .0000
.0000
A 10.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1416228 7.5000 280,000.00
100
BENJERS NELSON 7.7500 277,418.74
ZZ
6215 KERRICK DRIVE 7.5000 1,957.81
1
13.5000 2,005.06
80
LA PLATA MD 20646 13.2500 03/31/95
350,000.00
1
88738 .0000 05/01/95
00
106604 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
246/246 2.6250 05/01/96
05/01/97
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1416243 6.5000 225,000.00
100
BURNETT DENNIS 6.5000 221,903.72
ZZ
9745 CONDE ROAD 6.2500 1,422.16
1
12.5000 1,422.16
90
MARSHALL VA 22115 12.2500 04/14/95
250,000.00
0380112210 .0000 06/01/95
04
8481376 .0000 05/01/25
25
0 2.8750 05/01/96
05/01/96
561/728 2.6250 06/01/96
06/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1416619 6.5000 750,000.00
100
GRANTHAM MARK 6.5000 743,052.23
ZZ
2867 HABERSHAM ROAD 6.2500 4,740.51
1
12.5000 4,740.51
69
ATLANTA GA 30305 12.2500 06/01/95
1,100,000.00
0380128588 .0000 07/01/95
00
XXXX .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
486/728 2.6250 07/01/96
07/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1417317 6.5000 280,000.00
100
ANDERSON ALEXANDER 7.7500 276,870.40
ZZ
1
19749 MT BACHELOR VILLAGE COU 7.5000 1,769.79
1
UNIT # 6 12.5000 2,001.10
72
BEND OR 97702 12.2500 03/17/95
391,800.00
0380114414 .0000 05/01/95
00
366240 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
375/728 2.6250 05/01/96
05/01/97
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1417332 6.7500 108,700.00
100
O'DONNELL JAMES 6.7500 107,641.03
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146,000.00
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00
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0
0 2.8750 05/01/96
05/01/96
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06/01/96
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12
360 1 2.0000
2.0000
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00/00/00
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RR #1 7.1250 524.92
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80
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95,000.00
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174033 .0000 06/01/25
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06/01/96
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10040 E HAPPY VALLEY RD 6.0000 3,349.51
1
478 12.2500 3,349.51
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SCOTTSDALE AZ 85255 12.0000 05/18/95
690,000.00
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00
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12
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UNIT #209 13.5000 1,891.46
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SEATTLE WA 98103 13.2500 02/24/95
344,000.00
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00
3022932 .0000 03/01/25
0
0 2.8750 03/01/96
03/01/97
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520 EAST CHARLESTON ROAD 7.7500 1,736.44
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90
PALO ALTO CA 94306 12.7500 02/27/95
290,000.00
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3018866 .0000 03/01/25
17
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GOROVE ADAM 7.2500 245,806.40
ZZ
4008 NEW HAVEN COURT 7.0000 1,691.80
1
13.2500 1,691.80
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BOULDER CO 80301 13.0000 04/26/95
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00
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0
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12
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1
360 1 2.0000
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929 NORTHWOOD BLVD #174 7.5000 1,482.83
1
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INCLINE VILLAG NV 89451 13.3750 03/15/95
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ALBUQUERQUE NM 87111 13.1250 03/27/95
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1
13.7500 2,211.56
90
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25
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OAKLAND CA 94605 12.6250 05/22/95
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SOUTHLAKE TX 76092 12.5000 04/24/95
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EMERSON WILLIAM 7.1250 245,540.77
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PHIPPSBURG ME 04562 12.8750 03/31/95
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MATHESON CHARLES 8.2500 584,475.42
T
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THE PLAINS VA 22171 14.0000 05/05/95
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1
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01
921 .0000 06/01/25
25
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225 2ND STREET SOUTH D8 6.1250 2,751.27
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KIRKLAND WA 98033 12.1250 05/24/95
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CUDJOE KEY FL 33042 13.8750 02/15/95
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17
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SOMERSET VA 22972 13.1250 05/12/95
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2007 JULIUS COURT 7.8750 1,014.21
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WALNUT CREEK CA 94598 13.8750 06/07/95
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TORRANCE CA 90503 13.3750 05/18/95
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730,000.00
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2299543 .0000 08/01/25
0
0 2.8750 08/01/96
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1
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00/00/00
O .0000
1421622 6.8750 500,000.00
100
BOVARNICK DAVID 6.8750 155,491.50
ZZ
4724 SOUTH OCEAN BOULEVARD 6.6250 3,284.64
1
12.8750 3,284.64
79
HIGHLAND BEACH FL 33487 12.6250 05/02/95
637,500.00
0380133281 .0000 07/01/95
00
450128343 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
560/728 2.6250 07/01/96
07/01/96
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1421753 5.6250 425,000.00
100
SORENSON J WILLIAM 5.6250 420,833.33
ZZ
1
17 RIVER HOLLOW 5.3750 2,446.54
1
11.6250 2,446.54
41
HOUSTON TX 77027 11.3750 06/29/95
1,050,000.00
0380173998 .0000 08/01/95
00
10834410 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
047/728 2.6250 08/01/96
08/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1421761 5.6250 352,000.00
100
MCCALLISTER SCOTT 5.6250 348,548.91
ZZ
3405 E MANSO COURT 5.3750 2,026.32
1
11.6250 2,026.32
80
PHOENIX AZ 85044 11.3750 06/08/95
440,000.00
0380129685 .0000 08/01/95
00
2263697 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
306/F07 2.6250 08/01/96
08/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1421773 7.3750 242,250.00
100
RUSSELL TODD 7.3750 240,549.65
ZZ
29200 DEEP SHADOW DRIVE 7.1250 1,673.16
1
13.3750 1,673.16
95
AGOURA HILLS CA 91301 13.1250 06/06/95
255,000.00
0380140047 .0000 08/01/95
10
2121593 .0000 07/01/25
30
0 2.8750 07/01/96
07/01/96
776/F07 2.6250 08/01/96
08/01/96
45 5.3750 .0000
.0000
A 9.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1422299 6.2500 217,500.00
100
LOEHR LINCOLN 6.2500 198,548.60
T
11500 WEST OAKMONT DRIVE 6.0000 1,339.18
1
12.2500 1,339.18
75
MUKILTEO WA 98275 12.0000 04/21/95
290,000.00
0380134776 .0000 06/01/95
00
376419 .0000 05/01/25
0
0 2.8750 05/01/96
05/01/96
375/728 2.6250 06/01/96
06/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 09 0
00/00/00
O .0000
1422571 7.0000 104,000.00
100
FRITCHMAN LEE 7.0000 103,124.85
ZZ
20381 STRAWLINE ROAD 6.7500 691.91
1
13.0000 691.91
80
BEND OR 97702 12.7500 05/11/95
130,000.00
0380137050 .0000 07/01/95
00
377159 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
375/728 2.6250 07/01/96
07/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1422628 6.2500 305,000.00
100
KERFOOT ROBERT 6.2500 302,037.24
ZZ
39 W 004 FOXWOOD LANE ST 6.0000 1,877.94
1
12.2500 1,877.94
88
ST CHARLES IL 60174 12.0000 05/23/95
350,000.00
5553199 .0000 07/01/95
10
5553199 .0000 06/01/25
25
0 2.7500 06/01/96
06/01/96
169/169 2.5000 07/01/96
07/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1422753 5.6250 247,000.00
100
WILLIAMS ROSS 5.6250 244,578.34
ZZ
3595 W DEER CROSSING COURT 5.3750 1,421.88
1
11.6250 1,421.88
83
TUSCON AZ 85745 11.3750 06/14/95
297,960.00
0380136458 .0000 08/01/95
10
2263648 .0000 07/01/25
25
0 2.8750 07/01/96
07/01/96
306/728 2.6250 08/01/96
08/01/96
45 3.6250 .0000
.0000
A 7.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1423337 7.3750 251,000.00
100
BLACK A 7.3750 248,337.91
ZZ
4672 FAIRFAX AVENUE 7.1250 1,733.60
1
13.3750 1,733.60
70
HIGHLAND PARK TX 75209 13.1250 05/30/95
360,000.00
3149201 .0000 07/01/95
00
3149201 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
447/447 2.6250 07/01/96
07/01/96
45 5.3750 .0000
.0000
A 9.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1423687 7.5000 286,000.00
100
HYMAN TOM 7.5000 284,041.19
ZZ
981 PEARL STREET 7.2500 1,999.76
1
13.5000 1,999.76
89
ALAMEDA CA 94501 13.2500 06/20/95
324,000.00
0380140435 .0000 08/01/95
10
25060822 .0000 07/01/25
17
0 2.8750 07/01/96
07/01/96
470/F07 2.6250 08/01/96
08/01/96
45 5.5000 .0000
.0000
A 9.5000 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1423736 6.3750 294,651.73
100
VAN SKAIK MICHAEL 7.7500 284,255.18
ZZ
17706 35TH AVENUE SE 7.5000 1,838.24
1
12.3750 2,060.42
76
BOTHELL WA 98012 12.1250 06/07/95
388,500.00
0380162918 .0000 05/01/95
00
2366151 .0000 04/01/25
0
0 2.8750 04/01/96
04/01/97
180/728 2.6250 05/01/96
05/01/97
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1423753 6.1250 337,500.00
100
REECE DAVID 6.1250 334,012.43
ZZ
6615 QUAILWOOD DRIVE NW 5.8750 2,050.69
1
12.1250 2,050.69
90
ALBANY OR 97321 11.8750 05/22/95
375,000.00
0380138819 .0000 07/01/95
10
364626 .0000 06/01/25
25
0 2.8750 06/01/96
06/01/96
375/728 2.6250 07/01/96
07/01/96
45 4.1250 .0000
.0000
A 8.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 01
06/01/96
.0000 05 E
06/01/00
O 1.1250
1423755 6.0000 650,000.00
100
SMITH III HERBERT 6.0000 643,381.64
ZZ
9090 EATON PARK ROAD 5.7500 3,897.08
1
12.0000 3,897.08
75
GREAT FALLS VA 22066 11.7500 05/24/95
875,000.00
0380138470 .0000 07/01/95
00
8549636 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
1
561/F07 2.6250 07/01/96
07/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1424132 7.6250 617,300.00
100
PESCOSOLIDO WILLIAM 7.6250 611,747.21
ZZ
3491 CREEKVIEW DRIVE 7.3750 4,369.21
1
13.6250 4,369.21
70
BONITA SPRINGS FL 33923 13.3750 04/27/95
881,977.00
0380140120 5.6250 05/01/95
00
700101066 5.3750 04/01/25
0
0 2.7500 04/01/96
04/01/97
970/F07 2.5000 05/01/96
05/01/97
45 5.6250 .0000
.0000
A 9.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
2.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1424139 6.5000 340,700.00
100
DEL MASTRO HECTOR 6.5000 337,867.17
ZZ
2583 MAYFAIR LANE 6.2500 2,153.46
1
12.5000 2,153.46
75
FT LAUDERDALE FL 33327 12.2500 06/02/95
456,284.00
0380140021 .0000 08/01/95
00
1571793 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
480/728 2.6250 08/01/96
08/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1424383 5.8750 321,500.00
100
DOMESTICI ELIO 5.8750 318,491.54
ZZ
8962 BROOK ROAD 5.6250 1,901.79
1
11.8750 1,901.79
55
MCLEAN VA 22102 11.6250 06/16/95
590,000.00
1
0380140815 .0000 08/01/95
00
4045600 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
696/728 2.6250 08/01/96
08/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1424630 6.6250 445,000.00
100
JUN YONG 6.6250 441,797.74
ZZ
1350 DANA PLACE 6.3750 2,849.38
1
12.6250 2,849.38
72
FULLERTON CA 92631 12.3750 06/12/95
620,000.00
0380160540 .0000 09/01/95
00
326927 .0000 08/01/25
0
0 2.7500 08/01/96
08/01/96
627/F07 2.5000 09/01/96
09/01/96
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1424646 6.5000 475,000.00
100
BALESTRA JR STEPHEN 6.5000 99,128.26
ZZ
4744 SONEHOLLOW WAY 6.2500 3,002.32
1
12.5000 3,002.32
80
DALLAS TX 75287 12.2500 05/30/95
595,500.00
0380142001 .0000 07/01/95
00
3382892 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
180/728 2.6250 07/01/96
07/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1424764 5.7500 191,250.00
100
CALLES JOHN 5.7500 189,625.57
ZZ
1
1212 OBISPO AVENUE 5.5000 1,116.08
1
11.7500 1,116.08
75
CORAL GABLES FL 33134 11.5000 07/13/95
255,000.00
0380156704 .0000 09/01/95
00
95SG434 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
766/728 2.6250 09/01/96
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1424813 6.7500 357,000.00
100
CHANG LIANG 6.7500 354,072.37
ZZ
19837 EAST SUNSET VISTA ROAD 6.5000 2,315.50
1
12.7500 2,315.50
90
WALNUT CA 91789 12.5000 07/13/95
397,500.00
0380162892 .0000 09/01/95
21
442490 .0000 08/01/25
25
0 2.8750 08/01/96
08/01/96
736/F07 2.6250 09/01/96
09/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1424857 4.0000 306,000.00
100
BURGER AMADEUS 8.0000 294,336.45
ZZ
3301 SULKY CIRCLE 7.6250 1,460.89
1
10.0000 2,214.38
80
MARIETTA GA 30067 9.6250 06/17/93
382,500.00
225488 .0000 08/01/93
00
225488 .0000 07/01/23
0
0 2.7500 07/01/94
07/01/96
025/025 2.3750 08/01/94
08/01/96
45 2.0000 .0000
.0000
A 6.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1425394 6.5000 238,500.00
100
JENNINGS DENNIS 6.5000 236,516.98
ZZ
825 MOULTRIE COURT 6.2500 1,507.48
1
12.5000 1,507.48
90
VIRGINIA BEACH VA 23455 12.2500 06/20/95
265,000.00
0380145798 .0000 08/01/95
14
1212489 .0000 07/01/25
20
0 3.0000 07/01/96
07/01/96
575/F07 2.7500 08/01/96
08/01/96
45 4.5000 .0000
.0000
A 8.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 01
07/01/96
.0000 05 E
07/01/00
O 1.1250
1431186 6.8750 300,000.00
100
SHEN CHI 6.8750 297,146.75
ZZ
1840 NW 124TH WAY 6.6250 1,970.79
1
13.8750 1,970.79
75
CORAL SPRINGS FL 33071 13.6250 05/18/95
400,000.00
1716228 .0000 06/01/95
00
1716228 .0000 05/01/25
0
0 2.8750 05/01/96
05/01/96
447/447 2.6250 06/01/96
06/01/96
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
7.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1431447 5.7500 312,000.00
100
CRAIG CHERYL 5.7500 309,349.87
ZZ
31 GREENWOOD AVENUE 5.5000 1,820.75
1
11.7500 1,820.75
70
SAN RAFAEL CA 94901 11.5000 07/21/95
447,000.00
0380166729 .0000 09/01/95
00
15561 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
964/728 2.6250 09/01/96
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1431776 7.3750 90,000.00
100
DIRUGGIERO JOHN 7.3750 89,368.24
T
2818 PLAZA VERDE 7.1250 621.61
1
13.3750 621.61
52
SANTE FE NM 87505 13.1250 06/16/95
174,000.00
3151407 .0000 08/01/95
00
3151407 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
447/447 2.6250 08/01/96
08/01/96
45 5.3750 .0000
.0000
A 9.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1431999 6.0000 349,000.00
100
CANINE NEIL 6.0000 346,531.14
ZZ
646 SAND HILL CIRCLE 5.7500 2,092.44
1
12.0000 2,092.44
76
MENLO PARK CA 94025 11.7500 07/26/95
460,000.00
0380169376 .0000 10/01/95
00
2307940 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
356/728 2.6250 10/01/96
10/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 09 0
00/00/00
O .0000
1432081 6.2500 246,000.00
100
SCHAFFER JAMES 6.2500 244,098.32
ZZ
230 ELM ROAD 6.0000 1,514.66
1
12.2500 1,514.66
64
BARRINGTON IL 60010 12.0000 06/30/95
385,000.00
0380152398 .0000 09/01/95
00
357477 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
028/728 2.6250 09/01/96
09/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432111 5.7500 240,000.00
100
MITCHELL JOSEPH 5.7500 237,701.12
ZZ
6705 CORNER LANE 5.5000 1,400.57
1
11.7500 1,400.57
67
MCLEAN VA 22101 11.5000 06/19/95
360,000.00
0380148826 .0000 08/01/95
00
4025567 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
696/F07 2.6250 08/01/96
08/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 6 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432113 6.1250 339,000.00
100
WARRINGTON KATHERINE 6.1250 335,628.40
ZZ
1159 KAHULUI STREET 5.8750 2,059.80
1
10.1250 2,059.80
75
HONOLULU HI 96825 9.8750 05/09/95
453,000.00
0380148859 .0000 07/01/95
00
378948 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
375/728 2.6250 07/01/96
07/01/96
45 4.1250 .0000
.0000
A 8.1250 12
12
360 1 2.0000
2.0000
4.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432211 6.3750 135,000.00
100
BERKOWITZ BARRY 6.3750 133,850.12
T
9 WEST 82ND STREET 6.1250 842.23
1
12.3750 842.23
60
HARVEY CEDARS NJ 08008 12.1250 06/21/95
225,000.00
0380150921 .0000 08/01/95
00
150418 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
1
597/728 2.6250 08/01/96
08/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432239 5.7500 432,000.00
100
GERTNER MARK 5.7500 428,330.59
ZZ
19 SUNSET PARK 5.5000 2,521.04
1
11.7500 2,521.04
90
MONTCLAIR NJ 07042 11.5000 07/10/95
480,000.00
0380150566 .0000 09/01/95
04
8550899 .0000 08/01/25
25
0 2.8750 08/01/96
08/01/96
561/728 2.6250 09/01/96
09/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432344 6.2500 373,000.00
100
CASTILLO FLORENCIO 6.2500 369,376.67
ZZ
1697 LIMA STREET 6.0000 2,296.63
1
12.2500 2,296.63
76
HONOLULU HI 96819 12.0000 05/19/95
495,000.00
0380160128 .0000 07/01/95
00
377595 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
375/728 2.6250 07/01/96
07/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 01
06/01/96
.0000 05 E
06/01/00
O 1.1250
1432442 5.8750 596,000.00
100
REUSING VINCENT 5.8750 591,054.66
ZZ
804 HERMITAGE COURT 5.6250 3,525.57
1
11.8750 3,525.57
78
ALEXANDRIA VA 22302 11.6250 07/07/95
765,000.00
1
0380156050 .0000 09/01/95
00
2085661 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432601 6.0000 80,800.00
100
CHOATE JOSEPH 6.0000 80,061.40
T
2420 BAY RIDGE DRIVE 5.7500 484.44
1
12.0000 484.44
80
AUGRES MI 48703 11.7500 06/22/95
101,000.00
0380158189 .0000 08/01/95
00
450156583 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
560/728 2.6250 08/01/96
08/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432611 5.7500 398,000.00
100
ROBERTSON HELENE 5.7500 394,619.40
ZZ
38 AUSTIN AVENUE 5.5000 2,322.62
1
11.7500 2,322.62
69
SAN ANSELMO CA 94960 11.5000 07/24/95
580,000.00
0380172370 .0000 09/01/95
00
15652 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
964/728 2.6250 09/01/96
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432682 6.0000 643,000.00
100
BENN III FREDERICK 6.0000 638,451.46
ZZ
1
845 CASTLEWOOD PL 5.7500 3,855.11
1
12.0000 3,855.11
65
PLEASANTON CA 94566 11.7500 07/26/95
1,000,000.00
0380169384 .0000 10/01/95
00
2313468 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
356/728 2.6250 10/01/96
10/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432729 5.7500 430,000.00
100
WEISBART PEGGY 5.7500 426,347.56
ZZ
2290 EAST GRAND AVENUE 5.5000 2,509.37
1
11.7500 2,509.37
62
ENGLEWOOD CO 80110 11.5000 07/06/95
700,000.00
0380156688 .0000 09/01/95
00
2274041 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
306/728 2.6250 09/01/96
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432805 7.5000 289,750.00
100
LATTA MICHAEL 7.5000 286,312.68
ZZ
2 YELLOWFLAX 7.2500 2,025.98
1
13.5000 2,025.98
95
LITTLETON CO 80127 13.2500 05/31/95
305,000.00
3120356 .0000 07/01/95
10
3120356 .0000 06/01/25
30
0 2.8750 06/01/96
06/01/96
447/447 2.6250 07/01/96
07/01/96
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1432988 6.2500 87,850.00
100
DUNHAM GARY 6.2500 87,083.95
ZZ
2830 LA VETA DRIVE, NE 6.0000 540.91
1
12.2500 540.91
95
ALBUQUERQUE NM 87110 12.0000 06/07/95
92,500.00
0380161324 .0000 08/01/95
10
9400989 .0000 07/01/25
30
0 2.8750 07/01/96
07/01/96
056/728 2.6250 08/01/96
08/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433047 7.0000 78,850.00
100
MOLLEUR THOMAS 7.0000 78,254.46
ZZ
RR2 6.7500 524.60
1
13.0000 524.60
95
TISKILWA IL 61368 12.7500 07/01/95
83,000.00
3076144 .0000 08/01/95
21
3076144 .0000 07/01/25
36
0 2.8750 07/01/96
07/01/96
447/447 2.6250 08/01/96
08/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433133 5.8750 153,750.00
100
RAHMSDORFF TERRY 5.8750 149,500.03
ZZ
21770 EASTMONT DRIVE 5.6250 909.49
1
11.8750 909.49
75
BEND OR 97701 11.6250 05/22/95
205,000.00
0380162157 .0000 07/01/95
00
381016 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
375/728 2.6250 07/01/96
07/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433150 5.7500 1,000,000.00
100
BRASWELL STEPHEN 5.7500 991,506.07
ZZ
69 BLACK BANKS DRIVE 5.5000 5,835.73
1
11.7500 5,835.73
59
ST. SIMONS GA 31522 11.5000 07/28/95
1,700,000.00
0380173790 .0000 09/01/95
00
4700392 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
076/728 2.6250 09/01/96
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433603 6.3750 58,000.00
100
BALDI ANTHONY 6.3750 57,506.16
ZZ
1455 HIGHWAY A1A #511 6.1250 361.84
1
12.3750 361.84
54
SATELLITE BEAC FL 32937 12.1250 06/26/95
108,000.00
0380160664 .0000 08/01/95
00
2919629 .0000 07/01/25
0
0 2.8750 07/01/96
07/01/96
180/F07 2.6250 08/01/96
08/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433635 7.3750 294,500.00
100
CURETON CHARLES 7.3750 292,196.08
ZZ
234 ANITA PLACE 7.1250 2,034.04
1
13.3750 2,034.04
95
SANTA FE NM 87501 13.1250 05/24/95
310,000.00
8660564 .0000 07/01/95
14
8660564 .0000 06/01/25
30
0 2.7500 06/01/96
06/01/96
447/447 2.5000 07/01/96
07/01/96
45 5.3750 .0000
.0000
A 9.3750 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433749 5.3750 344,500.00
100
BARTON DAVID 5.3750 341,362.93
ZZ
365 GRANITE CREEK ROAD 5.1250 1,929.10
1
11.3750 1,929.10
59
SANTA CRUZ CA 95065 11.1250 07/28/95
585,000.00
0380172958 .0000 09/01/95
00
950534 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
938/728 2.6250 09/01/96
09/01/96
45 3.3750 .0000
.0000
A 7.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433761 6.3750 296,000.00
100
SMITH SCOTT 6.3750 293,192.02
ZZ
1593 FAR HILLS DRIVE 6.1250 1,846.65
1
12.3750 1,846.65
77
BARTLETT IL 60103 12.1250 05/30/95
385,000.00
0380165002 .0000 07/01/95
00
950020455 .0000 06/01/25
0
0 2.8750 06/01/96
06/01/96
A13/728 2.6250 07/01/96
07/01/96
45 4.3750 .0000
.0000
A 8.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1433774 6.2500 236,500.00
100
PALOMBI JOHN 6.2500 232,742.18
ZZ
11940 OLD EUREKA WAY 6.0000 1,456.18
1
12.2500 1,456.18
90
GOLD RIVER CA 95670 12.0000 05/23/95
262,798.00
0380167636 .0000 07/01/95
01
749186 .0000 06/01/25
25
0 2.7500 06/01/96
06/01/96
1
626/728 2.5000 07/01/96
07/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1434426 7.0000 242,250.00
100
STEUDTEN BARBARA 7.0000 240,628.56
ZZ
155 EL RITERO 6.7500 1,611.70
1
13.0000 1,611.70
95
SONOMA CA 95476 12.7500 07/18/95
255,000.00
0380164468 .0000 09/01/95
01
75001415 .0000 08/01/25
30
0 2.8750 08/01/96
08/01/96
470/F07 2.6250 09/01/96
09/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1434667 7.6250 226,800.00
100
HERRINGTON MARTHA 7.6250 224,759.39
ZZ
915 LADBROKE LANE 7.3750 1,605.28
1
13.6250 1,605.27
80
ALPHARETTA GA 30202 13.3750 03/31/95
283,500.00
0380164484 .0000 05/01/95
00
0061061101 .0000 04/01/25
0
0 2.7500 04/01/96
04/01/97
003/F07 2.5000 05/01/96
05/01/97
45 5.6250 .0000
.0000
A 9.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1434764 6.7500 211,000.00
100
MATHIASEN STANLEY 6.7500 209,175.61
ZZ
4875 HAPGOOD ROAD 6.5000 1,368.54
1
12.7500 1,368.54
90
LOMPOC CA 93436 12.5000 07/14/95
236,000.00
1
0380163296 .0000 09/01/95
21
434818 .0000 08/01/25
17
0 2.8750 08/01/96
08/01/96
736/F07 2.6250 09/01/96
09/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1434992 5.8750 63,500.00
100
STROBEL WILLIAM 5.8750 62,667.90
ZZ
2427 MARILYN COURT 5.6250 375.63
1
11.8750 375.63
47
SANTA ROSA CA 95407 11.6250 07/21/95
136,500.00
0380163791 .0000 09/01/95
00
443731 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
736/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1434995 5.8750 30,400.00
100
STUDDARD B. ANN 5.8750 30,147.74
ZZ
10923 CARROLL WOOD WAY 5.6250 179.83
1
11.8750 179.83
80
ST. LOUIS MO 63128 11.6250 07/21/95
38,000.00
0380164609 .0000 09/01/95
00
174599 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
028/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1435577 7.0000 420,000.00
100
THOR CAMERON 7.0000 417,188.94
ZZ
1
5920 COLODNY DRIVE 6.7500 2,794.27
1
13.0000 2,794.27
80
AGOURA HILLS CA 91301 12.7500 07/10/95
527,250.00
0380166448 .0000 09/01/95
00
10551475 .0000 08/01/25
0
0 2.7500 08/01/96
08/01/96
698/F07 2.5000 09/01/96
09/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1435772 5.8750 415,000.00
100
PONTON ANDREW 5.8750 411,556.56
ZZ
4018 CHANCERY COURT NW 5.6250 2,454.88
1
11.8750 2,454.88
75
WASHINGTON DC 20007 11.6250 07/26/95
560,000.00
0380168014 .0000 09/01/95
00
5010700 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 09 0
00/00/00
O .0000
1435928 5.7500 157,000.00
100
CANTUA BARTON 5.7500 155,662.54
ZZ
2404 CUMBERLAND COURT 5.5000 916.21
1
11.7500 916.21
68
CARSON CITY NV 89703 11.5000 07/21/95
230,950.00
0380168048 .0000 09/01/95
00
443621 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
736/728 2.6250 09/01/96
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1436074 5.8750 440,000.00
100
YATES III JAMES 5.8750 436,349.09
ZZ
23031 ST. LOUIS ROAD 5.6250 2,602.77
1
11.8750 2,602.77
80
MIDDLEBURG VA 22117 11.6250 07/24/95
550,000.00
0380173196 .0000 09/01/95
00
5010572 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1436080 5.8750 548,000.00
100
GOODMAN STEPHEN 5.8750 543,452.95
ZZ
1020 TURKEY RUN ROAD 5.6250 3,241.63
1
11.8750 3,241.63
80
MCLEAN VA 22101 11.6250 07/31/95
685,000.00
0380170630 .0000 09/01/95
00
2155793 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436323 5.8750 125,000.00
100
DONNELLY MARY 5.8750 123,962.85
ZZ
4978 SENTINEL DRIVE 201 5.6250 739.42
1
11.8750 739.42
66
BETHESDA MD 20816 11.6250 07/31/95
190,000.00
0380173873 .0000 09/01/95
00
3013523 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1436522 5.8750 185,000.00
100
HOGAN JR REDMOND 5.8750 183,465.02
ZZ
1215 RUSSELL ROAD 5.6250 1,094.34
1
11.8750 1,094.34
74
ALEXANDRIA VA 22301 11.6250 07/26/95
250,000.00
0380173899 .0000 09/01/95
00
2085623 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436539 6.7500 358,000.00
100
STALLINGS PAULA 6.7500 355,484.99
ZZ
1260 TWIN SISTERS ROAD 6.5000 2,321.99
1
12.7500 2,321.99
42
NEDERLAND CO 80466 12.5000 07/12/95
860,000.00
2012776 .0000 09/01/95
00
2012776 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
447/447 2.6250 09/01/96
09/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436737 7.0000 308,000.00
100
STRANG GREGORY 7.0000 305,938.57
ZZ
1010 PENINSULA TRAIL 6.7500 2,049.13
1
13.0000 2,049.13
54
LAKE ALMANOR CA 96137 12.7500 07/27/95
580,000.00
0380170697 .0000 09/01/95
00
74472 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
744/F07 2.6250 09/01/96
09/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436837 5.8750 247,500.00
100
GORE JR EDWARD 5.8750 245,446.32
ZZ
20660 PARKSIDE CIRCLE 5.6250 1,464.06
1
11.8750 1,464.06
90
STERLING VA 20165 11.6250 08/03/95
275,000.00
0380173394 .0000 09/01/95
10
2085532 .0000 08/01/25
25
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1436839 5.8750 319,000.00
100
HARMATUK PETER 5.8750 316,353.06
ZZ
9824 FOX REST LANE 5.6250 1,887.01
1
11.8750 1,887.01
80
VIENNA VA 22181 11.6250 08/03/95
400,000.00
0380173410 .0000 09/01/95
00
2085688 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1437620 6.0000 294,500.00
100
KLAY MARK 6.0000 292,718.78
ZZ
11175 EAST SUNRISE RANCH ROAD 5.7500 1,765.68
1
12.0000 1,765.68
82
TUCSON AZ 85749 11.7500 09/05/95
360,000.00
0380220856 .0000 11/01/95
10
2717 .0000 10/01/25
12
0 2.8750 10/01/96
10/01/96
1
965/728 2.6250 11/01/96
11/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1437679 5.8750 343,800.00
100
ATKINSON TIMOTHY 5.8750 341,310.00
ZZ
9513 CABLE DRIVE 5.6250 2,033.71
1
11.8750 2,033.71
90
KENSINGTON MD 20895 11.6250 08/07/95
382,000.00
0380174319 .0000 10/01/95
11
3013509 .0000 09/01/25
25
0 2.8750 09/01/96
09/01/96
696/728 2.6250 10/01/96
10/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1437693 5.8750 215,000.00
100
MALLARD FRANK 5.8750 213,216.01
ZZ
6824 WEMBERLY WAY 5.6250 1,271.81
1
11.8750 1,271.81
54
MCLEAN VA 22101 11.6250 08/01/95
400,000.00
0380174491 .0000 09/01/95
00
2155606 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1437911 5.8750 320,000.00
100
MACKOUL PAUL 5.8750 317,107.70
ZZ
8102 FALSTAFF ROAD 5.6250 1,892.92
1
11.8750 1,892.92
80
MCLEAN VA 22102 11.6250 08/07/95
402,000.00
1
0380184755 .0000 09/01/95
00
2155845 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
696/728 2.6250 09/01/96
09/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1437933 5.7500 77,900.00
100
SANCHEZ JOSE 5.7500 74,278.45
ZZ
1011 MANZANITA DRIVE 5.5000 454.61
1
11.7500 454.61
95
BARSTOW CA 92311 11.5000 07/19/95
82,000.00
0380177429 .0000 09/01/95
04
5066980 .0000 08/01/25
30
0 2.8750 08/01/96
08/01/96
324/728 2.6250 09/01/96
09/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1438318 9.7500 258,000.00
100
PELLEGRINO MARIE 8.3750 236,647.51
ZZ
4 EAST NORWOOD STREET 8.1250 2,216.62
1
15.7500 1,970.11
80
VALHALLA NY 10595 15.5000 01/14/88
322,500.00
0380222225 .0000 03/01/88
00
4471512 .0000 02/01/18
0
0 3.0000 02/01/89
02/01/97
073/F07 2.7500 03/01/89
03/01/97
45 7.7500 .0000
.0000
A 11.7500 12
12
360 1 2.0000
2.0000
6.0000 S U
.1250
.0000 S U
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1438594 6.0000 199,500.00
100
TAPELLA ANDY 6.0000 198,058.00
ZZ
1
465 TRAMWAY DRIVE 5.7500 1,196.10
1
12.0000 1,196.10
95
MILPITAS CA 95035 11.7500 08/03/95
210,000.00
0380182270 .0000 10/01/95
01
177652 .0000 09/01/25
30
0 2.8750 09/01/96
09/01/96
028/728 2.6250 10/01/96
10/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1438616 9.2500 300,000.00
100
HAYIM ALVIN 8.5000 265,898.82
ZZ
4714 BOCAIRE BLVD 8.2500 2,468.03
1
14.2500 2,318.70
70
BOAC RATON FL 33431 14.0000 12/23/85
432,000.00
0380222316 .0000 02/01/86
00
90347371 .0000 01/01/16
0
0 3.0000 01/01/87
01/01/97
073/F07 2.7500 02/01/87
02/01/97
45 7.2500 .0000
.0000
A 11.2500 12
12
360 1 2.0000
2.0000
5.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1438623 10.2500 225,000.00
100
DUNSTON STEPHEN 7.6250 194,839.20
ZZ
1630 TRAVIS CIRCLE SOUTH 7.3750 2,026.93
1
15.2500 1,633.29
70
IRVING TX 75038 15.0000 03/08/85
325,000.00
0380222175 5.2500 01/01/86
00
090334895 5.0000 12/01/14
0
0 2.5000 03/01/86
03/01/97
073/F07 2.2500 04/01/86
04/01/97
45 8.2500 .0000
.0000
A 12.2500 12
12
348 1 2.0000
2.0000
5.0000 S N
.1250
.0000 S N
.1250
5.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1438817 7.0000 159,250.00
100
DIAMOND MARK 7.0000 158,184.10
ZZ
1 OCEANSIDE DRIVE 6.7500 1,059.50
1
UNIT 1 13.0000 1,059.50
70
HULL MA 02045 12.7500 07/21/95
227,500.00
2008670 .0000 09/01/95
00
2008670 .0000 08/01/25
0
0 2.8750 08/01/96
08/01/96
447/447 2.6250 09/01/96
09/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1439496 7.0000 649,950.00
100
DUDLEY HUBERT 7.0000 646,154.73
ZZ
11213 S LOTHAIR AVENUE 6.7500 4,324.14
1
13.0000 4,324.14
70
CHICAGO IL 60643 12.7500 08/11/95
930,000.00
0380186594 .0000 10/01/95
00
2045086 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
664/F07 2.6250 10/01/96
10/01/96
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1439543 5.8750 223,000.00
100
PERRY LISA 5.8750 221,384.93
ZZ
3026 ZAHARIAS DRIVE 5.6250 1,319.13
1
11.8750 1,319.13
75
ORLANDO FL 32837 11.6250 08/14/95
297,990.00
0380188194 .0000 10/01/95
00
358994 .0000 09/01/25
0
0 2.7500 09/01/96
09/01/96
028/728 2.5000 10/01/96
10/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1439947 5.8750 265,000.00
100
SCHMIDT WILLIAM 5.8750 263,039.10
ZZ
166 RIVER PARK DRIVE 5.6250 1,567.58
1
11.8750 1,567.58
27
GREAT FALLS VA 22066 11.6250 08/21/95
1,000,000.00
0380190307 .0000 10/01/95
00
4046005 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
696/728 2.6250 10/01/96
10/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1440367 5.7500 494,200.00
100
SRIVASTAVA PIYUSH 5.7500 490,535.82
ZZ
5439 EDGEHOLLOW PLACE 5.5000 2,884.02
1
11.7500 2,884.02
70
DALLAS TX 75287 11.5000 08/04/95
706,000.00
0380195546 .0000 10/01/95
00
03010520 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
638/F07 2.6250 10/01/96
10/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1441357 6.2500 299,500.00
100
LAMBERT GENE 6.2500 297,479.44
ZZ
1818 COVE PARK DRIVE 6.0000 1,844.07
1
12.2500 1,844.07
74
LEAGUE CITY TX 77573 12.0000 08/14/95
410,000.00
0380216896 .0000 10/01/95
00
9101171 .0000 09/01/25
0
0 2.5000 09/01/96
09/01/96
056/F07 2.2500 10/01/96
10/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1441358 6.8750 106,875.00
100
SCHOENER PATRICIA 6.8750 106,235.51
ZZ
8613 UTICA AVENUE 6.6250 702.10
1
12.8750 702.10
95
LUBBOCK TX 79424 12.6250 08/18/95
112,500.00
3234744 .0000 10/01/95
12
3234744 .0000 09/01/25
25
0 2.8750 09/01/96
09/01/96
447/447 2.6250 10/01/96
10/01/96
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1441440 6.1250 243,000.00
100
MARTIN SR JOSEPH 6.1250 241,321.16
ZZ
1303 W SHELLFISH DRIVE 5.8750 1,476.50
1
12.1250 1,476.50
90
GILBERT AZ 85233 11.8750 08/10/95
270,000.00
0380198847 .0000 10/01/95
01
4285482 .0000 09/01/25
25
0 2.8750 09/01/96
09/01/96
462/728 2.6250 10/01/96
10/01/96
45 4.1250 .0000
.0000
A 8.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1441465 6.6250 650,000.00
100
WITTY ROBERT 6.6250 645,918.55
ZZ
195 14TH AVENUE 6.3750 4,162.02
1
12.6250 4,162.02
78
SANTA CRUZ CA 95062 12.3750 08/18/95
839,000.00
0380214149 .0000 10/01/95
00
16101805 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
1
051/728 2.6250 10/01/96
10/01/96
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1441607 6.6250 490,550.00
100
DEALEY KENNETH 6.6250 487,469.72
ZZ
3637 BINKLEY AVENUE 6.3750 3,141.05
1
12.6250 3,141.05
69
UNIVERSITY PAR TX 75204 12.3750 08/18/95
715,000.00
0380199209 .0000 10/01/95
00
3243091 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
447/728 2.6250 10/01/96
10/01/96
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 05 0
00/00/00
O .0000
1442640 5.7500 80,000.00
100
PEIFFER LOUIS 5.7500 76,902.10
ZZ
215 GRANGE HALL RD 5.5000 466.86
1
11.7500 466.86
73
ORTONVILLE MI 48462 11.5000 08/07/95
110,000.00
450193834 .0000 10/01/95
00
450193834 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
560/728 2.6250 10/01/96
10/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1442992 6.2500 272,000.00
100
GREENLEE ROBERT 6.2500 270,124.35
ZZ
4500 GROVE ROAD 6.0000 1,674.76
1
12.2500 1,674.76
80
TRAPPE MD 21673 12.0000 08/31/95
340,000.00
1
0380212838 .0000 10/01/95
00
8628398 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
561/728 2.6250 10/01/96
10/01/96
45 4.2500 .0000
.0000
A 8.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1446002 6.0000 270,250.00
100
CARR S 6.0000 268,615.44
ZZ
5204 HIGHLAND ROAD 5.7500 1,620.29
1
12.0000 1,620.29
95
MINNETONKA MN 55345 11.7500 09/01/95
284,500.00
2029183 .0000 11/01/95
04
2029183 .0000 10/01/25
25
0 2.8750 10/01/96
10/01/96
447/447 2.6250 11/01/96
11/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1446259 5.7500 650,000.00
100
GRIMALDI MICHAEL 5.7500 645,180.70
ZZ
3072 HERON POINTE DRIVE 5.5000 3,793.22
1
11.7500 3,793.22
45
BLOOMFIELD MI 48302 11.5000 08/25/95
1,450,000.00
450211032 .0000 10/01/95
00
450211032 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
560/728 2.6250 10/01/96
10/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1446457 5.8750 238,000.00
100
HANINGER JR GEORGE 5.8750 236,526.16
ZZ
1
7045 EAST PARADISE DRIVE 5.6250 1,407.86
1
11.8750 1,407.86
87
SCOTTSDALE AZ 85254 11.6250 09/26/95
275,000.00
0380229741 .0000 11/01/95
12
1084177 .0000 10/01/25
25
0 2.8750 10/01/96
10/01/96
480/728 2.6250 11/01/96
11/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1447426 6.0000 187,500.00
100
MCDONNELL PATRICK 6.0000 186,173.63
ZZ
41582 VALLEY OF THE FALLS DRI 5.7500 1,124.16
1
12.0000 1,124.16
75
FOREST FALLS CA 92339 11.7500 08/14/95
250,000.00
0380232158 .0000 10/01/95
00
202047900 .0000 09/01/25
0
0 2.8750 09/01/96
09/01/96
069/728 2.6250 10/01/96
10/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1447642 5.7500 336,000.00
100
BOLHACK SCOTT 5.7500 333,869.82
ZZ
5130 NORTH CIRCULO SOBRIO 5.5000 1,960.80
1
11.7500 1,960.80
80
TUCSON AZ 85718 11.5000 09/29/95
420,000.00
0380232612 .0000 11/01/95
00
121041 .0000 10/01/25
0
0 2.8750 10/01/96
10/01/96
965/728 2.6250 11/01/96
11/01/96
45 3.7500 .0000
.0000
A 7.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1447758 6.7500 226,800.00
100
BERLIN DANIEL 6.7500 225,611.79
ZZ
114 SIENNA 6.5000 1,471.02
1
12.7500 1,471.02
90
LAGUNA NIGUEL CA 92677 12.5000 09/14/95
252,000.00
7009462 .0000 11/01/95
11
7009462 .0000 10/01/25
17
0 2.8750 10/01/96
10/01/96
447/447 2.6250 11/01/96
11/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1448002 6.7500 115,297.00
100
STUBBS JOESPH 6.7500 114,692.92
ZZ
104 BARRINGTON COURT 6.5000 747.82
1
12.7500 747.82
95
SUMMERVILLE SC 29485 12.5000 09/29/95
121,366.00
3158461 .0000 11/01/95
14
3158461 .0000 10/01/25
30
0 2.8750 10/01/96
10/01/96
447/447 2.6250 11/01/96
11/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1448213 8.0000 120,000.00
100
CAZAREZ VERONICA 8.0000 118,910.33
ZZ
649 HOSPITALITY DRIVE 6.1250 880.52
1
14.0000 880.52
50
RANCH MIRAGE CA 92270 12.1250 02/21/95
240,000.00
10106070 .0000 04/01/95
00
10106070 .0000 03/01/25
0
0 2.8750 03/01/96
03/01/97
051/051 1.0000 04/01/96
04/01/97
45 6.0000 .0000
.0000
A 10.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 01
03/01/96
.0000 09 E
03/01/00
O 1.1250
1449172 5.8750 190,100.00
100
SOARD WILLIAM 5.8750 188,922.81
ZZ
8304 TIVOLI COVE DRIVE 5.6250 1,124.51
1
11.8750 1,124.51
83
LAS VEGAS NV 89128 11.6250 09/25/95
230,000.00
0380241100 .0000 11/01/95
01
1359045 .0000 10/01/25
17
0 2.8750 10/01/96
10/01/96
687/728 2.6250 11/01/96
11/01/96
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1451529 6.0000 199,500.00
100
COHEN JANET 6.0000 198,088.79
T
1611 WESTWOOD DRIVE #104 5.7500 1,196.10
1
12.0000 1,196.10
70
SANDPOINT ID 83864 11.7500 08/10/95
285,000.00
0380248535 2.8750 10/01/95
00
447044 2.6250 09/01/25
0
0 2.8750 09/01/96
09/01/96
736/728 2.6250 10/01/96
10/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
3.1250 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1452651 6.0000 318,750.00
100
KLOPPENBURG RICHARD 6.0000 317,147.46
ZZ
8400 S.E. 82ND STREET 5.7500 1,911.07
1
12.0000 1,911.07
75
MERCER ISLAND WA 98040 11.7500 10/03/95
425,000.00
0380255019 .0000 12/01/95
00
447412 .0000 11/01/25
0
0 2.7500 11/01/96
11/01/96
736/728 2.5000 12/01/96
12/01/96
45 4.0000 .0000
.0000
A 8.0000 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1454983 7.1250 637,500.00
100
HORRIGAN ROBERT 7.1250 634,920.53
ZZ
31250 HIGHLAND AVENUE 6.8750 4,294.96
1
UNINCORPORATED AREA OF 13.1250 4,294.96
75
REDLANDS CA 92374 12.8750 10/23/95
850,000.00
0380264615 .0000 12/01/95
00
955613 .0000 11/01/25
0
0 2.8750 11/01/96
11/01/96
B74/728 2.6250 12/01/96
12/01/96
45 5.1250 .0000
.0000
A 9.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1456775 7.8750 115,200.00
100
MONAGHAN XENIA 7.8750 114,879.75
ZZ
2677 MOSS OAK DRIVE UNIT # 22 7.5000 835.28
1
13.8750 835.28
80
SARASOTA FL 34231 13.5000 11/22/95
144,000.00
0410008056 .0000 01/01/96
00
0410008056 .0000 12/01/25
0
0 3.0000 12/01/96
12/01/96
E22/728 2.6250 01/01/97
01/01/97
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1458427 6.8750 104,400.00
100
JOHNSON RANDY 6.8750 103,866.12
ZZ
132 NORTH HAROLD AVENUE 6.5000 685.84
1
12.8750 685.84
92
NORTHLAKE IL 60164 12.5000 09/29/95
114,000.00
3774817 .0000 11/01/95
11
3774817 .0000 10/01/25
30
0 3.1250 10/01/96
10/01/96
1
405/405 2.7500 11/01/96
11/01/96
45 4.8750 .0000
.0000
A 8.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1461659 8.3750 200,000.00
100
JENCKS ROBERT 8.3750 199,624.47
T
2481 KAANAPALI PARKWAY 8.0000 1,520.14
1
UNIT #352 14.3750 1,520.14
21
LAHAINA HI 96761 14.0000 12/18/95
975,000.00
0410051999 .0000 02/01/96
00
0410051999 .0000 01/01/26
0
0 3.3750 01/01/97
01/01/97
E22/728 3.0000 02/01/97
02/01/97
45 6.3750 .0000
.0000
A 10.3750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 06 0
00/00/00
O .0000
1462811 5.8750 472,000.00
100
MULLAN MICHAEL 5.8750 470,056.22
ZZ
340 SPRINGVALE ROAD 5.6250 2,792.06
1
11.8750 2,792.06
80
GREAT FALLS VA 22066 11.6250 11/16/95
590,000.00
0380294828 .0000 01/01/96
00
2156068 .0000 12/01/25
0
0 2.8750 12/01/96
12/01/96
696/728 2.6250 01/01/97
01/01/97
45 .0000 .0000
.0000
A .0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1467605 7.0000 297,500.00
100
ACOSTA IVAN 7.0000 296,764.13
T
100 TITUS LANE 6.6250 1,979.28
1
13.0000 1,979.28
70
WESTCLIFFE CO 81252 12.6250 12/18/95
425,000.00
1
11007401 .0000 02/01/96
00
11007401 .0000 01/01/26
0
0 2.8750 01/01/97
01/01/97
232/232 2.5000 02/01/97
02/01/97
45 5.0000 .0000
.0000
A 9.0000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1469980 7.8750 110,000.00
100
WRIGHT BARBARA 7.8750 109,848.10
ZZ
2507 NORTH EAST 27TH AVENUE 7.5000 797.58
1
13.8750 797.58
50
PORTLAND OR 97212 13.5000 12/28/95
224,000.00
51006951 .0000 03/01/96
00
51006951 .0000 02/01/26
0
0 3.1250 02/01/97
02/01/97
470/470 2.7500 03/01/97
03/01/97
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1470006 7.2500 330,000.00
100
BRIGGS KIM 8.3750 325,906.46
ZZ
2215 BARKELEY STREET 7.7500 2,251.19
1
13.2500 2,503.37
88
SALT LAKE CITY UT 84109 12.6250 11/25/94
375,000.00
1925418 .0000 01/01/95
12
1925418 .0000 12/01/24
17
0 2.7500 12/01/95
12/01/96
447/447 2.1250 01/01/96
01/01/97
45 5.2500 .0000
.0000
A 9.2500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1470270 7.8750 372,000.00
100
HSU HSING-WEN 7.8750 371,486.30
ZZ
1
355 CHESLEY AVENUE 7.5000 2,697.26
1
13.8750 2,697.26
52
MOUNTAIN VIEW CA 94040 13.5000 01/25/96
725,000.00
0410087167 .0000 03/01/96
00
0410087167 .0000 02/01/26
0
0 3.3750 02/01/97
02/01/97
E22/728 3.0000 03/01/97
03/01/97
45 5.8750 .0000
.0000
A 9.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1471088 6.6250 351,200.00
100
ZANDINEJAD BEHZAD 6.6250 350,578.59
ZZ
224 WATERSIDE CIRCLE 6.3750 2,248.77
1
12.6250 2,248.77
80
SAN RAFAEL CA 94903 12.3750 01/11/96
439,000.00
0380349150 .0000 03/01/96
00
76097 .0000 02/01/26
0
0 2.8750 02/01/97
02/01/97
744/728 2.6250 03/01/97
03/01/97
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1475478 5.5000 581,250.00
100
VAN ANTWERP RANDY 5.5000 578,687.62
ZZ
6960 WEST DIMOND BOULEVARD 5.2500 3,300.27
1
11.5000 3,300.27
75
ANCHORAGE AK 99515 11.2500 10/25/95
775,000.00
450267612 .0000 01/01/96
00
450267612 .0000 12/01/25
0
0 2.8750 12/01/96
12/01/96
560/728 2.6250 01/01/97
01/01/97
45 3.5000 .0000
.0000
A 7.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1475839 7.5000 300,000.00
100
LANTZ LESLIE 7.5000 299,777.35
ZZ
1240 CEDAR RIDGE LANE 7.1250 2,097.65
1
13.5000 2,097.65
56
COLORADO SPRIN CO 80919 13.1250 02/16/96
540,000.00
0380368796 .0000 04/01/96
00
1475839 .0000 03/01/26
0
0 3.3750 03/01/97
03/01/97
B43/728 3.0000 04/01/97
04/01/97
45 5.5000 .0000
.0000
A 9.5000 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1476519 7.1250 60,000.00
100
ISUFI HYSEN 7.1250 59,903.76
ZZ
216 PATUXET COURT 6.7500 404.23
1
13.1250 404.23
70
SCHAUMBURG IL 60194 12.7500 01/26/96
86,000.00
0410078653 .0000 03/01/96
00
0410078653 .0000 02/01/26
0
0 3.3750 02/01/97
02/01/97
E22/728 3.0000 03/01/97
03/01/97
45 5.1250 .0000
.0000
A 9.1250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1479105 6.6250 469,600.00
100
NUNN HAROLD 6.6250 468,769.08
ZZ
5030 BIRKDALE WAY 6.1250 3,006.90
1
12.6250 3,006.90
80
SAN JOSE CA 95138 12.1250 01/04/96
587,000.00
570937 .0000 03/01/96
00
570937 .0000 02/01/26
0
0 3.0000 02/01/97
02/01/97
387/387 2.5000 03/01/97
03/01/97
45 4.6250 .0000
.0000
A 8.6250 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
1
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1479679 5.8750 520,000.00
100
KENT MICHAEL 5.8750 519,469.83
ZZ
205 CREFFIELD HEIGHTS 5.6250 3,076.00
1
11.8750 3,076.00
80
LOS GATOS CA 95030 11.6250 02/16/96
650,000.00
0380351040 .0000 04/01/96
00
20111033 .0000 03/01/26
0
0 2.8750 03/01/97
03/01/97
051/728 2.6250 04/01/97
04/01/97
45 3.8750 .0000
.0000
A 7.8750 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1480056 6.7500 298,000.00
100
KELSO MONTY 6.7500 297,485.40
ZZ
54 VIA ZARAGOZA 6.3750 1,932.83
1
12.7500 1,932.83
89
SAN CLEMENTE CA 92672 12.3750 01/31/96
335,000.00
3845880 .0000 03/01/96
10
3845880 .0000 02/01/26
25
0 3.0000 02/01/97
02/01/97
405/405 2.6250 03/01/97
03/01/97
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1481693 7.1250 170,000.00
100
LEE ANDREW 7.1250 169,864.06
ZZ
2200 32ND AVENUE 6.7500 1,145.32
1
13.1250 1,145.32
71
SAN FRANCISCO CA 94116 12.7500 02/12/96
240,000.00
0410089627 .0000 04/01/96
00
410089627 .0000 03/01/26
0
0 3.3750 03/01/97
03/01/97
E22/728 3.0000 04/01/97
04/01/97
45 5.1250 .0000
.0000
A 9.1250 12
12
1
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 07 0
00/00/00
O .0000
1483182 6.7500 123,500.00
100
LARA CARLOS 6.7500 122,852.96
ZZ
12701 S.W. 37 ST 6.3750 801.02
1
12.7500 801.02
95
MIAMI FL 33175 12.3750 09/29/95
130,000.00
569435100 .0000 11/01/95
04
569435100 .0000 10/01/25
30
0 2.8750 10/01/96
10/01/96
405/405 2.5000 11/01/96
11/01/96
45 4.7500 .0000
.0000
A 8.7500 12
12
360 1 2.0000
2.0000
6.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
TOTAL NUMBER OF LOANS : 323
TOTAL ORIGINAL BALANCE : 94,183,916.73
TOTAL PRINCIPAL BALANCE : 91,183,371.25
TOTAL ORIGINAL P+I : 596,803.28
TOTAL CURRENT P+I : 644,199.22
***************************
* END OF REPORT *
***************************
RUN ON : 04/25/96 RFC DISCLOSURE SYSTEM
RFFSDARM-01
AT : 14.26.12 ARM PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S12
CUTOFF : 04/01/96
POOL : 0004205
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET
CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG
RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP
RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP
MARGIN
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
1286255 .3750 13.0000
1,450,410.83 .0800 12.9200
8.6250 .0000 12.9200
8.2500 .0000 2.6700
8.1700 .0000 2.6700
8.1700 .0000
1368768 .2500 11.2500
458,043.13 .0800 11.1700
7.7500 .0000 11.1700
7.5000 .0000 2.5450
7.4200 .0000 2.5450
7.4200 .0000
1371667 .3750 10.2500
238,678.42 .0800 10.1700
8.1250 .0000 10.1700
7.7500 .0000 2.2950
7.6700 .0000 2.2950
7.6700 .0000
1372900 .2500 10.2500
485,255.37 .0800 10.1700
8.2500 .0000 10.1700
8.0000 .0000 2.5450
7.9200 .0000 2.5450
7.9200 .0000
1375472 .2500 10.7500
90,480.52 .0800 10.6700
8.2500 .0000 10.6700
8.0000 .0000 2.5450
7.9200 .0000 2.5450
7.9200 .0000
1376110 .3750 10.8750
323,614.38 .0800 10.7950
7.8750 .0000 10.7950
7.5000 .0000 2.2950
7.4200 .0000 2.2950
7.4200 .0000
1
1379071 .2500 10.2500
243,628.90 .0800 10.1700
8.0000 .0000 10.1700
7.7500 .0000 2.5450
7.6700 .0000 2.5450
7.6700 .0000
1379398 .2500 11.3750
290,956.19 .0800 11.2950
7.6250 .0000 11.2950
7.3750 .0000 2.5450
7.2950 .0000 2.5450
7.2950 .0000
1379831 .3750 10.5000
340,348.16 .0800 10.4200
7.7500 .0000 10.4200
7.3750 .0000 2.4200
7.2950 .0000 2.4200
7.2950 .0000
1381117 .2500 11.2500
252,192.53 .0800 11.1700
7.5000 .0000 11.1700
7.2500 .0000 2.5450
7.1700 .0000 2.5450
7.1700 .0000
1382487 .2500 11.2500
250,726.29 .0800 11.1700
7.5000 .0000 11.1700
7.2500 .0000 2.4200
7.1700 .0000 2.4200
7.1700 .0000
1383039 .2500 11.1250
273,306.65 .0800 11.0450
7.7500 .0000 11.0450
7.5000 .0000 2.5450
7.4200 .0000 2.5450
7.4200 .0000
1383271 .2500 11.0500
301,753.68 .0800 10.9700
7.3000 .0000 10.9700
7.0500 .0000 2.4200
6.9700 .0000 2.4200
6.9700 .0000
1383624 .2500 11.6250
416,814.39 .0800 11.5450
7.8750 .0000 11.5450
7.6250 .0000 2.5450
7.5450 .0000 2.5450
7.5450 .0000
1
1386062 .2500 12.5000
191,791.38 .0800 12.4200
8.7500 .0000 12.4200
8.5000 .0000 2.5450
8.4200 .0000 2.5450
8.4200 .0000
1386365 .2500 11.7500
135,136.67 .0800 11.6700
8.0000 .0000 11.6700
7.7500 .0000 2.5450
7.6700 .0000 2.5450
7.6700 .0000
1387131 .2500 11.3750
294,781.37 .0800 11.2950
7.6250 .0000 11.2950
7.3750 .0000 2.5450
7.2950 .0000 2.5450
7.2950 .0000
1387272 .2500 11.5000
342,096.61 .0800 11.4200
7.7500 .0000 11.4200
7.5000 .0000 2.5450
7.4200 .0000 2.5450
7.4200 .0000
1387288 .2500 12.3750
211,373.34 .0800 12.2950
8.6250 .0000 12.2950
8.3750 .0000 2.5450
8.2950 .0000 2.5450
8.2950 .0000
1387471 .2500 12.2500
224,261.28 .0800 12.1700
8.5000 .0000 12.1700
8.2500 .0000 2.5450
8.1700 .0000 2.5450
8.1700 .0000
1387476 .2500 11.6250
221,316.84 .0800 11.5450
7.8750 .0000 11.5450
7.6250 .0000 2.5450
7.5450 .0000 2.5450
7.5450 .0000
1387857 .2500 10.5000
279,072.34 .0800 10.4200
6.7500 .0000 10.4200
6.5000 .0000 2.6700
6.4200 .0000 2.6700
6.4200 .0000
1
1389502 .2500 12.0000
170,120.19 .0800 11.9200
8.2500 .0000 11.9200
8.0000 .0000 2.5450
7.9200 .0000 2.5450
7.9200 .0000
1389790 .2500 11.6250
223,572.23 .0800 11.5450
7.8750 .0000 11.5450
7.6250 .0000 2.5450
7.5450 .0000 2.5450
7.5450 .0000
1390132 .2500 11.7500
246,110.69 .0800 11.6700
8.0000 .0000 11.6700
7.7500 .0000 2.5450
7.6700 .0000 2.5450
7.6700 .0000
1391269 .2500 11.8750
449,800.66 .0800 11.7950
8.1250 .0000 11.7950
7.8750 .0000 2.5450
7.7950 .0000 2.5450
7.7950 .0000
1391381 .2500 12.2500
219,084.75 .0800 12.1700
8.5000 .0000 12.1700
8.2500 .0000 2.5450
8.1700 .0000 2.5450
8.1700 .0000
1392094 .2500 11.7500
307,104.80 .0800 11.6700
8.0000 .0000 11.6700
7.7500 .0000 2.2950
7.6700 .0000 2.2950
7.6700 .0000
1392099 .2500 12.1250
399,112.83 .0800 12.0450
8.3750 .0000 12.0450
8.1250 .0000 2.5450
8.0450 .0000 2.5450
8.0450 .0000
1392101 .2500 11.1250
381,691.30 .0800 11.0450
7.3750 .0000 11.0450
7.1250 .0000 2.5450
7.0450 .0000 2.5450
7.0450 .0000
1
1392102 .2500 10.6250
233,618.12 .0800 10.5450
6.8750 .0000 10.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1392283 .2500 11.3750
207,656.93 .0800 11.2950
7.6250 .0000 11.2950
7.3750 .0000 2.5450
7.2950 .0000 2.5450
7.2950 .0000
1392284 .2500 11.8750
309,396.87 .0800 11.7950
8.1250 .0000 11.7950
7.8750 .0000 2.2950
7.7950 .0000 2.2950
7.7950 .0000
1392386 .2500 12.0000
234,168.29 .0800 11.9200
8.2500 .0000 11.9200
8.0000 .0000 2.5450
7.9200 .0000 2.5450
7.9200 .0000
1392811 .2500 12.5000
98,166.99 .0800 12.4200
8.3750 .0000 12.4200
8.1250 .0000 2.5450
8.0450 .0000 2.5450
8.0450 .0000
1393413 .3750 12.1250
578,665.61 .0800 12.0450
8.5000 .0000 12.0450
8.1250 .0000 2.5450
8.0450 .0000 2.5450
8.0450 .0000
1393435 .2500 12.1250
231,541.41 .0800 12.0450
8.3750 .0000 12.0450
8.1250 .0000 2.5450
8.0450 .0000 2.5450
8.0450 .0000
1393630 .2500 12.5000
344,428.62 .0800 12.4200
8.6250 .0000 12.4200
8.3750 .0000 2.5450
8.2950 .0000 2.5450
8.2950 .0000
1
1393664 .2500 12.1250
243,476.39 .0800 12.0450
8.3750 .0000 12.0450
8.1250 .0000 2.5450
8.0450 .0000 2.5450
8.0450 .0000
1393675 .2500 12.2500
83,548.12 .0800 12.1700
8.5000 .0000 12.1700
8.2500 .0000 2.5450
8.1700 .0000 2.5450
8.1700 .0000
1394029 .2500 11.6250
225,400.58 .0800 11.5450
7.8750 .0000 11.5450
7.6250 .0000 2.5450
7.5450 .0000 2.5450
7.5450 .0000
1394092 .2500 12.7500
276,123.05 .0800 12.6700
8.5000 .0000 12.6700
8.2500 .0000 2.5450
8.1700 .0000 2.5450
8.1700 .0000
1394300 .2500 12.5000
237,661.19 .0800 12.4200
8.3750 .0000 12.4200
8.1250 .0000 2.5450
8.0450 .0000 2.5450
8.0450 .0000
1394346 .2500 12.0000
297,035.29 .0800 11.9200
8.2500 .0000 11.9200
8.0000 .0000 2.5450
7.9200 .0000 2.5450
7.9200 .0000
1394408 .2500 11.6250
479,167.93 .0800 11.5450
7.8750 .0000 11.5450
7.6250 .0000 2.5450
7.5450 .0000 2.5450
7.5450 .0000
1394530 .2500 12.6250
641,069.35 .0800 12.5450
8.5000 .0000 12.5450
8.2500 .0000 2.5450
8.1700 .0000 2.5450
8.1700 .0000
1
1394532 .2500 13.1250
317,974.81 .0800 13.0450
8.1250 .0000 13.0450
7.8750 .0000 2.4200
7.7950 .0000 2.4200
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5.5450 .0000
1439947 .2500 11.6250
263,039.10 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1
1440367 .2500 11.5000
490,535.82 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1441357 .2500 12.0000
297,479.44 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.1700
5.9200 .0000 2.1700
5.9200 .0000
1441358 .2500 12.6250
106,235.51 .0800 12.5450
6.8750 .0000 12.5450
6.6250 .0000 2.5450
6.5450 .0000 2.5450
6.5450 .0000
1441440 .2500 11.8750
241,321.16 .0800 11.7950
6.1250 .0000 11.7950
5.8750 .0000 2.5450
5.7950 .0000 2.5450
5.7950 .0000
1441465 .2500 12.3750
645,918.55 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1441607 .2500 12.3750
487,469.72 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1442640 .2500 11.5000
76,902.10 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1442992 .2500 12.0000
270,124.35 .0800 11.9200
6.2500 .0000 11.9200
6.0000 .0000 2.5450
5.9200 .0000 2.5450
5.9200 .0000
1
1446002 .2500 11.7500
268,615.44 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1446259 .2500 11.5000
645,180.70 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1446457 .2500 11.6250
236,526.16 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1447426 .2500 11.7500
186,173.63 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1447642 .2500 11.5000
333,869.82 .0800 11.4200
5.7500 .0000 11.4200
5.5000 .0000 2.5450
5.4200 .0000 2.5450
5.4200 .0000
1447758 .2500 12.5000
225,611.79 .0800 12.4200
6.7500 .0000 12.4200
6.5000 .0000 2.5450
6.4200 .0000 2.5450
6.4200 .0000
1448002 .2500 12.5000
114,692.92 .0800 12.4200
6.7500 .0000 12.4200
6.5000 .0000 2.5450
6.4200 .0000 2.5450
6.4200 .0000
1448213 1.8750 12.1250
118,910.33 .0800 12.0450
8.0000 .0000 12.0450
6.1250 .0000 .9200
6.0450 .0000 .9200
6.0450 .0000
1
1449172 .2500 11.6250
188,922.81 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1451529 .2500 11.7500
198,088.79 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.5450
5.6700 .0000 2.5450
5.6700 .0000
1452651 .2500 11.7500
317,147.46 .0800 11.6700
6.0000 .0000 11.6700
5.7500 .0000 2.4200
5.6700 .0000 2.4200
5.6700 .0000
1454983 .2500 12.8750
634,920.53 .0800 12.7950
7.1250 .0000 12.7950
6.8750 .0000 2.5450
6.7950 .0000 2.5450
6.7950 .0000
1456775 .3750 13.5000
114,879.75 .0800 13.4200
7.8750 .0000 13.4200
7.5000 .0000 2.5450
7.4200 .0000 2.5450
7.4200 .0000
1458427 .3750 12.5000
103,866.12 .0800 12.4200
6.8750 .0000 12.4200
6.5000 .0000 2.6700
6.4200 .0000 2.6700
6.4200 .0000
1461659 .3750 14.0000
199,624.47 .0800 13.9200
8.3750 .0000 13.9200
8.0000 .0000 2.9200
7.9200 .0000 2.9200
7.9200 .0000
1462811 .2500 11.6250
470,056.22 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1
1467605 .3750 12.6250
296,764.13 .0800 12.5450
7.0000 .0000 12.5450
6.6250 .0000 2.4200
6.5450 .0000 2.4200
6.5450 .0000
1469980 .3750 13.5000
109,848.10 .0800 13.4200
7.8750 .0000 13.4200
7.5000 .0000 2.6700
7.4200 .0000 2.6700
7.4200 .0000
1470006 .6250 12.6250
325,906.46 .0800 12.5450
8.3750 .0000 12.5450
7.7500 .0000 2.0450
7.6700 .0000 2.0450
7.6700 .0000
1470270 .3750 13.5000
371,486.30 .0800 13.4200
7.8750 .0000 13.4200
7.5000 .0000 2.9200
7.4200 .0000 2.9200
7.4200 .0000
1471088 .2500 12.3750
350,578.59 .0800 12.2950
6.6250 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1475478 .2500 11.2500
578,687.62 .0800 11.1700
5.5000 .0000 11.1700
5.2500 .0000 2.5450
5.1700 .0000 2.5450
5.1700 .0000
1475839 .3750 13.1250
299,777.35 .0800 13.0450
7.5000 .0000 13.0450
7.1250 .0000 2.9200
7.0450 .0000 2.9200
7.0450 .0000
1476519 .3750 12.7500
59,903.76 .0800 12.6700
7.1250 .0000 12.6700
6.7500 .0000 2.9200
6.6700 .0000 2.9200
6.6700 .0000
1
1479105 .5000 12.1250
468,769.08 .0800 12.0450
6.6250 .0000 12.0450
6.1250 .0000 2.4200
6.0450 .0000 2.4200
6.0450 .0000
1479679 .2500 11.6250
519,469.83 .0800 11.5450
5.8750 .0000 11.5450
5.6250 .0000 2.5450
5.5450 .0000 2.5450
5.5450 .0000
1480056 .3750 12.3750
297,485.40 .0800 12.2950
6.7500 .0000 12.2950
6.3750 .0000 2.5450
6.2950 .0000 2.5450
6.2950 .0000
1481693 .3750 12.7500
169,864.06 .0800 12.6700
7.1250 .0000 12.6700
6.7500 .0000 2.9200
6.6700 .0000 2.9200
6.6700 .0000
1483182 .3750 12.3750
122,852.96 .0800 12.2950
6.7500 .0000 12.2950
6.3750 .0000 2.4200
6.2950 .0000 2.4200
6.2950 .0000
TOTAL NUMBER OF LOANS: 323
TOTAL BALANCE........: 91,183,371.25
1
RUN ON : 04/25/96 RFC DISCLOSURE SYSTEM
RFFSDARM-01
AT : 14.26.12 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S12 ARM SUMMARY REPORT
CUTOFF : 04/01/96
POOL : 0004205
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
CURR NOTE RATE 7.3626 5.3750
8.7500
RFC NET RATE 7.0866 5.1250
8.5000
NET MTG RATE(INVSTR RATE) 7.0066 5.0450
8.4200
POST STRIP RATE 7.0066 5.0450
8.4200
SUB SERV FEE .2759 .2500
1.8750
MSTR SERV FEE .0800 .0800
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .0000 .0000
.0000
STRIP .0000 .0000
.0000
RFC NET CEILING(MX RFC NET RT) 12.2238 9.5000
15.5000
MAX NET MTG RT(MAX INV RT) 12.1438 9.4200
15.4200
MAX POST STRIP RATE 12.1438 9.4200
15.4200
INV RATE MARGIN 2.5164 .9200
2.9200
POST STRIP MARGIN 2.5164 .9200
2.9200
TOTAL NUMBER OF LOANS: 323
TOTAL BALANCE........: 91,183,371.25
***************************
* END OF REPORT *
***************************
EXHIBIT E
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 F
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 G-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-S12 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. 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.
6. 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.
7. 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.
8. The Owner's Taxpayer Identification Number is
.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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 includable 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 G-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
Re: Mortgage Pass-Through Certificates,
Series 1996-S12, 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-S12, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of April 1, 1996, among Residential Funding Mortgage
Securities
I, Inc., as seller (the "Company"), Residential Funding
Corporation,
as master servicer, and Bankers Trust Company, as trustee (the
"Trustee"). All terms used herein and not otherwise defined
shall
have the meanings set forth in the Pooling and Servicing
Agreement.
The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to
impede
the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered
to the Trustee and the Master Servicer a transfer affidavit and
agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit G-1. The Seller does not know or believe
that
any representation contained therein is false.
3. The Seller, at the time of the transfer, has 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 H
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
RE: Mortgage Pass-Through Certificates,
Series 1996-S12, Class R
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller")
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1996-S12, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
April
1, 1996 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as
master
servicer, and Bankers Trust Company, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The
Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended
(the "Act") or any state securities law, (b) the Company
is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of
the Act or any state securities law, or if an exemption
from such registration and qualification is available,
(d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the
foregoing effect.
2. The Purchaser is acquiring the Certificates
for its own account for investment only and not with a
view to or for sale in connection with any distribution
thereof in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters related to
securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment
in the Certificates, (b) able to bear the economic risks
of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant
to the Act.
4. The Purchaser has been furnished with, and
has had an opportunity to review (a) [a copy of the
Private Placement Memorandum, dated ___________________,
19__, relating to the Certificates (b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such other
information concerning the Certificates, the Mortgage
Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant
to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions
arising from such review answered by the Company or the
Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the
Seller in connection with the initial distribution of
the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum") relating
to the original sale (the "Original Sale") of the
Certificates by the Company, the Purchaser acknowledges
that such Memorandum was provided to it by the Seller,
that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the
Company did not participate in or facilitate in any way
the purchase of the Certificates by the Purchaser from
the Seller, and the Purchaser agrees that it will look
solely to the Seller and not to the Company with respect
to any damage, liability, claim or expense arising out
of, resulting from or in connection with (a) error or
omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event
arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has
it authorized or will it authorize any person to (a)
offer, pledge, sell, dispose of or otherwise transfer
any Certificate, any interest in any Certificate or any
other similar security to any person in any manner, (b)
solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar
security from any person in any manner, (c) otherwise
approach or negotiate with respect to any Certificate,
any interest in any Certificate or any other similar
security with any person in any manner, (d) make any
general solicitation by means of general advertising or
in any other manner or (e) take any other action, that
(as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not
sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling
and Servicing Agreement.
6. The Purchaser is not an employee benefit or
other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the
"Code"), or an investment manager, a named fiduciary or
a trustee of any such plan, or any other person acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any such plan, and
understands that registration of transfer of any
Certificate to any such plan, or to any person acting on
behalf of or purchasing any Certificate with "plan
assets" of any such plan, may not be made unless such
plan or person delivers an opinion of its counsel,
addressed and satisfactory to the Trustee, the Company
and the Master Servicer, to the effect that the purchase
and holding of a Certificate by, on behalf of, or with
"plan assets" of any such plan is permissible under
applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, and will not subject
the Company, the Master Servicer or the Trustee to any
obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and
Servicing Agreement.
7. The Purchaser is not a non-United States
person.
Very truly yours,
________________________________
By:
Name:
Title:
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
Re: Mortgage Pass-Through Certificates,
Series 1996-S12, Class R
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-S12, Class (the "Certificates"),
issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of April 1, 1996 among
Residential
Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred
any
Certificate, any interest in any Certificate or any other similar
security to any person in any manner, (b) has solicited any offer
to
buy or to accept a pledge, disposition or other transfer of any
Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise
approached
or negotiated with respect to any Certificate, any interest in
any
Certificate or any other similar security with any person in any
manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other
action, that (as to any of (a) through (e) above) would
constitute
a distribution of the Certificates under the Securities Act of
1933
(the "Act"), that would render the disposition of any Certificate
a
violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant
thereto.
The Seller will not act, in any manner set forth in the foregoing
sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates,
except
in compliance with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
[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 (b) 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 will be allocated to the
Class
R 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 R 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 R 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 R Certificates on such Distribution Date
due
to such Realized Loss or Losses. Notwithstanding such payment,
such
Realized Losses shall be deemed to have been borne by the
Certificateholders for purposes of Section 4.05.
(b) 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 Balance of the
Class R 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."
(c) 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.
(d) 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 R
Certificateholders.
(e) 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) and (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. 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 obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master
Servicer solely for the purposes of such provision), in the case
of
a material amendment or supersession (but not a reduction,
cancellation or deletion of the Limited Guaranty or the
Subordinate
Certificate Loss Obligation), an Opinion of Counsel (which need
not
be an opinion of Independent counsel) to the effect that any such
amendment or supersession will not cause either (a) any federal
tax
to be imposed on the Trust Fund, including without limitation,
any
federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup
date"
under Section 860G(d)(1) of the Code or (b) either REMIC I or
REMIC
II to fail to qualify as a REMIC at any time that any Certificate
is
outstanding. A copy of any such instrument shall be provided to
the
Trustee and the Master Servicer together with an Opinion of
Counsel
that such amendment complies with this Section 12.02.
EXHIBIT K
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S12
,
199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
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 April 1, 1996 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"),
Residential Funding and Bankers Trust Company (the "Trustee") as
amended by Amendment No. ___ thereto, dated as of ________, with
respect to the Mortgage Pass-Through Certificates, Series
1996-S12
(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 ___ 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(e)
of the Servicing Agreement, or (y) the termination of the Trust
Fund
pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay
on the part of Residential Funding, the Trustee or any other
person
in asserting or enforcing any rights or in making any claims or
demands hereunder. Any defective or partial exercise of any such
rights shall not preclude any other or further exercise of that
or
any other such right. GMAC further waives demand, presentment,
notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without
limitation, those of action or nonaction on the part of
Residential
Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the
written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as
the Servicing Agreement is not modified or amended in any way
that
might affect the obligations of GMAC under this Limited Guaranty
without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein set forth shall be binding upon GMAC
and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that
a copy of this Limited Guaranty shall be delivered to the Trustee
in
connection with the execution of Amendment No. 1 to the Servicing
Agreement and GMAC hereby authorizes the Company and the Trustee
to
rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but
one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective officers
thereunto duly authorized as of the day and year first above
written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:________________________________
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT L
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S12
Re: Mortgage Pass-Through Certificates,
Series 1996-S12, 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 April 1, 1996 among Residential Funding Mortgage Securities
I,
Inc., as seller (the "Company"), Residential Funding Corporation,
as
master servicer, and the Trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the
Pooling
and Servicing Agreement. The Lender hereby certifies, represents
and warrants to, and covenants with, the Master Servicer and the
Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended
to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction
under, such local laws;
(iii) the Mortgage Loan following the proposed assignment
will
be modified to have a rate of interest at least 0.25 percent
below
or above the rate of interest on such Mortgage Loan prior to such
proposed assignment; and
(iv) such assignment is at the request of the borrower
under
the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT M
[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
April 1, 1996 among Residential Funding Corporation as Master
Servicer, Residential Funding Mortgage Securities I, Inc. as
depositor pursuant to Section 5.02 of the Agreement and Bankers
Trust Company as trustee, as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or the
securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and
experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the
Rule
144A Securities or any other similar security to, or
solicited
any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or
any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would
constitute a distribution of the Rule 144A Securities under
the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in
such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer"
as that term is defined in Rule 144A under the 1933 Act and
has completed either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance on Rule
144A. The Buyer is acquiring the Rule 144A Securities for
its
own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person
reasonably
believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, or
(ii) pursuant to another exemption from registration under
the
1933 Act.
[3. The Buyer warrants and represents to, and covenants
with, the Seller, the Trustee, Master Servicer and the Company
that
either (1) the Buyer is (A) not an employee benefit plan (within
the
meaning of Section 3(3) of the Employee Retirement Income
Security
Act of 1974, as amended ("ERISA")), or a plan (within the meaning
of
Section 4975(e)(1) of the Internal Revenue Code of 1986
("Code")),
which (in either case) is subject to ERISA or Section 4975 of the
Code (both a "Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as investment
manager of, as named fiduciary of, as trustee of, or with "plan
assets" of a Plan, or (2) the Buyer understands that registration
of
transfer of any Rule 144A Securities to any Plan, or to any
Person
acting on behalf of or purchasing any Certificate with "plan
assets
of any Plan, will not be made unless such Plan or Person delivers
an
opinion of its counsel, addressed and satisfactory to the
Trustee,
the Company and the Master Servicer, to the effect that the
purchase
and holding of the Rule 144A Securities by, on behalf of or with
"plan assets" of such Plan would not constitute or result in a
prohibited transaction under Section 406 of ERISA or Section 4975
of
the Code, and would not subject the Company, the Master Servicer
or
the Trustee to any obligation or liability (including liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.]
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to
be
an original; such counterparts, together, shall constitute one
and
the same document.
IN WITNESS WHEREOF, each of the parties has executed
this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT M
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 M
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 N
Certificate Guaranty Insurance Policy
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS:
$91,183,371 Policy Number
20994
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
Series 1996-S12, Class A Certificates
MBIA Insurance Corporation (the Insurer ), in consideration
of the payment of the premium and subject to the terms of this
Certificate Guaranty Insurance Policy (this Policy ), hereby
unconditionally and irrevocably guarantees to any Owner (as
defined
below) that an amount equal to each full and complete Insured
Payment will be received by Bankers Trust Company, or its
successor,
as trustee for the Owners (the Trustee ), on behalf of the
Owners,
from the Insurer, for distribution by the Trustee to each Owner
of
each Owner s proportionate share of the Insured Payment. The
Insurer s obligations hereunder with respect to a particular
Insured
Payment shall be discharged to the extent funds equal to the
applicable Insured Payment are received by the Trustee, whether
or
not such funds are properly applied by the Trustee. Insured
Payments shall be made only at the time set forth in this Policy,
and no accelerated Insured Payments shall be made regardless of
any
acceleration of the Obligations, unless such acceleration is at
the
sole option of the Insurer. The Policy does not cover Prepayment
Interest Shortfalls or Unpaid Interest Shortfalls.
Notwithstanding the foregoing paragraph, this Policy does not
cover shortfalls, if any, attributable to the liability of the
Trust
Fund, the REMIC or the Trustee for withholding taxes, if any
(including interest and penalties in respect of any such
liability).
The Insurer will pay any amount payable hereunder no later
than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Deficiency Amount (as
defined
below) is due or the Business Day following receipt in New York,
New York on a Business Day by State Street Bank and Trust
Company,
N.A., as Fiscal Agent for the Insurer or any successor fiscal
agent
appointed by the Insurer (the Fiscal Agent ) of a Notice (as
described below); provided that if such Notice is received after
12:00 noon, New York City time, on such Business Day, it will be
deemed to be received on the following Business Day. If any such
Notice received by the Fiscal Agent is not in proper form or is
otherwise insufficient for the purpose of making a claim
hereunder,
it shall be deemed not to have been received by the Fiscal Agent
for
purposes of this paragraph, and the Insurer or the Fiscal Agent,
as
the case may be, shall promptly so advise the Trustee and the
Trustee may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated
herein, will be disbursed by the Fiscal Agent to the Trustee on
behalf of the Owners by wire transfer of immediately available
funds
in the amount of the Insured Payment.
The Fiscal Agent is the agent of the Insurer only and the
Fiscal Agent shall in no event be liable to Owners for any acts
of
the Fiscal Agent or any failure of the Insurer to deposit, or
cause
to be deposited, sufficient funds to make payments due under this
Policy.
As used herein, the following terms shall have the following
meanings:
Agreement means the Pooling and Servicing Agreement, dated
as of April 1, 1996, among Residential Funding Mortgage
Securities I, Inc., as company, Residential Funding Corporation,
as
master servicer, and the Trustee, as trustee, without regard to
any
amendment or supplement thereto unless such amendment or
supplement
has been approved in writing by the Insurer.
Business Day means any day other than a Saturday, a Sunday
or a day on which banking institutions in New York City or in
the
city in which the corporate trust office of the Trustee under the
Agreement or the Insurer is located are authorized or obligated
by
law or executive order to close.
Deficiency Amount means, with respect to the Class A
Certificates as of any Distribution Date, (i) any shortfall in
amounts available in the Certificate Account to pay one month s
interest on the Certificate Principal Balance of the Class A
Certificates at the then-applicable Pass-Through Rate, net of any
interest shortfalls relating to the Relief Act, any Prepayment
Interest Shortfalls and any Unpaid Interest Shortfalls allocated
to
the Class A Certificates, (ii) the principal portion of any
Realized Loss allocated to the Class A Certificates and (iii) the
Certificate Principal Balance of the Class A Certificates to the
extent unpaid on the final Distribution Date or earlier
termination
of the Trust Fund pursuant to Article IX of the Agreement.
Insured Payment means, as of any Distribution Date, any
Deficiency Amount.
Notice means the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of
Exhibit A attached hereto, the original of which is subsequently
delivered by registered or certified mail, from the Trustee
specifying the Insured Payment which shall be due and owing on
the
applicable Distribution Date.
Owner means each Holder (as defined in the Agreement) of any
Class A Certificate who, on the applicable Distribution Date, is
entitled under the terms of the Obligations to payment
thereunder.
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Agreement as
of
the date of execution of this Policy, without giving effect to
any
subsequent amendment to or modification of the Agreement unless
such
amendment or modification has been approved in writing by the
Insurer.
Any notice hereunder or service of process on the Fiscal Agent
may be made at the address listed below for the Fiscal Agent or
such
other address as the Insurer shall specify in writing to the
Trustee.
The notice address of the Fiscal Agent is 61 Broadway, 15th
Floor, New York, New York 10006, Attention: Municipal Registrar
and
Paying Agency, or such other address as the Fiscal Agent shall
specify to the Trustee in writing.
This Policy is being issued under and pursuant to, and shall
be construed under, the laws of the State of New York, without
giving effect to the conflict of laws principles thereof.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76
of
the New York Insurance Law.
This Policy is not cancelable for any reason. The premium on
this Policy is not refundable for any reason including payment,
or
provision being made for payment, prior to maturity of the
Obligations.
IN WITNESS WHEREOF, the Insurer has caused this Policy to be
executed and attested this 29th day of April, 1996.
MBIA Insurance Corporation
_______________
President
Attest:
______________________________
Assistant Secretary
A-
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER: 20994
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 20994
State Street Bank and Trust Company, N.A., as Fiscal Agent
for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of
[ ], as trustee (the Trustee ),
hereby certifies to State Street Bank and Trust Company, N.A.
(the
Fiscal Agent ) and MBIA Insurance Corporation (the Insurer ),
with
reference to Certificate Guaranty Insurance Policy
Number: [ ] (the Policy ) issued by the Insurer in
respect
of the Residential Funding Mortgage Securities I, Inc. Mortgage
Pass-Through Certificates, Series 1996-S12, Class A Certificates
(the Obligations ), that:
(a) the Trustee is the trustee under the Pooling and
Servicing Agreement dated as of April 1, 1996 between Residential
Funding Mortgage Securities I, Inc., as Company, Residential
Funding
Corporation, as Master Servicer, and the Trustee, as Trustee for
the
Owners;
(b) the amount due pursuant to the definition of
Deficiency Amount for the Distribution Date occurring on
(the Applicable Distribution Date ) is
$ ; (the Deficiency Amount );
(c) the total Insured Payment due is $ ,
which amount equals the Deficiency Amount;
(d) the Trustee is making a claim under and pursuant
to the terms of the Policy
for the dollar amount of the Insured
Payment set forth in (iii) above to be applied to the
payment
on the Obligations for the Applicable Distribution Date in
accordance with the
Agreement; and
(e) the Trustee directs that payment of the Insured
Payment be made to the following account by bank wire transfer
of federal or other immediately available funds in accordance
with the terms of the Policy: [TRUSTEE S ACCOUNT].
Any capitalized term used in this Notice and not otherwise
defined herein shall have the meaning assigned thereto in the
Policy.
Any Person Who Knowingly And With Intent To Defraud Any
Insurance Company Or Other Person Files An Application For
Insurance
Or Statement Of Claim Containing Any Materially False
Information,
Or Conceals For The Purpose Of Misleading, Information Concerning
Any Fact Material Thereto, Commits A Fraudulent Insurance Act,
Which
Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To
Exceed Five Thousand Dollars And The Stated Value Of The Claim
For
Each Such Violation.
IN WITNESS WHEREOF, the Trustee has executed and delivered
this Notice under the Policy as of the day of
, .
[TRUSTEE], as Trustee
By
Title
