SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 28,
1997
Residential Funding Mortgage Securities I, Inc. (as company under
the Pooling and Servicing Agreements listed under Item 5 hereto)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-4846 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, 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 3
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Items 1 through 4 and Items 6 and 8 are not included because they are not
applicable.
Item 5. Other Events. The following Pooling and Servicing Agreements of the
Registrant were amended to provide in each case for authorization and issuance
of a class of securities representing the rights in and to the Excess Spread (as
such term is defined in the respective Pooling and Servicing Agreement):
1. Pooling and Servicing Agreement, dated as of October 1, 1995
among Residential Funding Mortgage Securities I, Inc., as
company ("RFMSI"), Residential Funding Corporation, as master
servicer ("RFC"), and The First National Bank of Chicago, as
Trustee ("First Chicago").
2. Pooling and Servicing Agreement, dated as of October 1, 1995
among RFMSI, RFC and Bankers Trust Company, as Trustee ("Bankers
Trust").
3. Pooling and Servicing Agreement, dated as of November 1,
1995 among RFMSI, RFC and Bankers Trust.
4. Pooling and Servicing Agreement, dated as of November 1,
1995 among RFMSI, RFC and First Chicago.
5. Pooling and Servicing Agreement, dated as of December 1,
1995 among RFMSI, RFC and First Chicago.
6. Pooling and Servicing Agreement, dated as of December 1,
1995 among RFMSI, RFC and Bankers Trust.
7. Pooling and Servicing Agreement, dated as of January 1,
1996 among RFMSI, RFC and Bankers Trust.
8. Pooling and Servicing Agreement, dated as of January 1,
1996 among RFMSI, RFC and First Chicago.
9. Pooling and Servicing Agreement, dated as of January 1,
1996 among RFMSI, RFC and Bankers Trust.
10. Pooling and Servicing Agreement, dated as of February 1,
1996 among RFMSI, RFC and Bankers Trust.
11. Pooling and Servicing Agreement, dated as of February 1,
1996 among RFMSI, RFC and First Chicago.
12. Pooling and Servicing Agreement, dated as of March 1,
1996 among RFMSI, RFC and First Chicago.
13. Pooling and Servicing Agreement, dated as of March 1,
1996 among RFMSI, RFC and Bankers Trust.
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14. Pooling and Servicing Agreement, dated as of March 1,
1996 among RFMSI, RFC and First Chicago.
15. Pooling and Servicing Agreement, dated as of April 1,
1996 among RFMSI, RFC and Bankers Trust.
16. Pooling and Servicing Agreement, dated as of May 1, 1996
among RFMSI, RFC and Bankers Trust.
17. Pooling and Servicing Agreement, dated as of April 1,
1996 among RFMSI, RFC and First Chicago.
18. Pooling and Servicing Agreement, dated as of May 1, 1996
among RFMSI, RFC and Bankers Trust.
19. Pooling and Servicing Agreement, dated as of June 1,
1996 among RFMSI, RFC and First Chicago.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit (executed copies) - The following execution
copies of Amendment No. 1 to the specified Pooling and Servicing
Agreements of the Registrant:
Exhibit
Number
10.1 Amendment No. 1, dated as of February 1, 1997, to the Pooling
and Servicing Agreement, dated as of October 1, 1995 among
Residential Funding Mortgage Securities I, Inc., as company
("RFMSI"), Residential Funding Corporation, as master servicer
("RFC"), and The First National Bank of Chicago, as Trustee
("First Chicago").
10.2 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement, dated as of October 1,
1995 among RFMSI, RFC and Bankers Trust Company, as Trustee
("Bankers Trust").
10.3 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of November 1, 1995 among RFMSI, RFC
and Bankers Trust.
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10.4 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of November 1, 1995 among RFMSI, RFC
and First Chicago.
10.5 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of December 1, 1995 among RFMSI, RFC
and First Chicago.
10.6 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of December 1, 1995 among RFMSI, RFC
and Bankers Trust.
10.7 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of January 1, 1996 among RFMSI, RFC
and Bankers Trust.
10.8 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of January 1, 1996 among RFMSI, RFC
and First Chicago.
10.9 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of January 1, 1996 among RFMSI, RFC
and Bankers Trust.
10.10 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of February 1, 1996 among RFMSI, RFC
and Bankers Trust.
10.11 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of February 1, 1996 among RFMSI, RFC
and First Chicago.
10.12 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of March 1, 1996 among RFMSI, RFC
and First Chicago.
10.13 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of March 1, 1996 among RFMSI, RFC
and Bankers Trust.
10.14 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of March 1, 1996 among RFMSI, RFC
and First Chicago.
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10.15 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of April 1, 1996 among RFMSI, RFC
and Bankers Trust.
10.16 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of May 1, 1996 among RFMSI, RFC
and Bankers Trust.
10.17 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of April 1, 1996 among RFMSI, RFC
and First Chicago.
10.18 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of May 1, 1996 among RFMSI, RFC
and Bankers Trust.
10.19 Amendment No. 1, dated as of February 1, 1997,
to the Pooling and Servicing Agreement,
dated as of June 1, 1996 among RFMSI, RFC
and First Chicago.
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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/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Dated: March __, 1997
NY1-191301.1
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Exhibit 10.1
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.2
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.3
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.4
Amendment No. 1 to the Pooling and Servicing Agreement
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2
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Exhibit 10.5
Amendment No. 1 to the Pooling and Servicing Agreement
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Exhibit 10.6
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.7
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.8
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.9
Amendment No. 1 to the Pooling and Servicing Agreement
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Exhibit 10.10
Amendment No. 1 to the Pooling and Servicing Agreement
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2
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Exhibit 10.11
Amendment No. 1 to the Pooling and Servicing Agreement
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Exhibit 10.12
Amendment No. 1 to the Pooling and Servicing Agreement
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Exhibit 10.13
Amendment No. 1 to the Pooling and Servicing Agreement
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2
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Exhibit 10.14
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.15
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.16
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.17
Amendment No. 1 to the Pooling and Servicing Agreement
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2
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Exhibit 10.18
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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Exhibit 10.19
Amendment No. 1 to the Pooling and Servicing Agreement
NY1-191301.1
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RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of October 1, 1995
to provide for the issuance of
Class A-6 Certificates
NY1-194965.1
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Mortgage Pass-Through Certificates
Series 1995-S15
NY1-194965.1
2
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AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of October 1, 1995 (the "Agreement"),
providing for the issuance of Mortgage Pass-Through Certificates, Series
1995-S15; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-6 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-6 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
The table contained in the second paragraph of the Preliminary
Statement shall contain a line for Class A-6 containing the following
information:
NY1-194965.1
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Designation: Class A-6
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: October 25, 2010.
Article I:
In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-5
Certificates and Class A-6 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-6 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With
Respect to each Class A Certificate": "(other than the Class
A-6 Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-6 Certificates
have no Certificate Principal Balance."
The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ", and the Class A-6
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1."
The definition of "Excess Spread" shall be deleted.
In the definition of "Maturity Date", the reference to "rights
to the Excess Spread" shall instead refer to the "Class A-6 Certificates".
The following definition shall be added:
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"Notional Amount": As of any Distribution Date, with
respect to the Class A-6 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
The definition of "Owner or Holder" shall be deleted.
In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-5 and
Class A-6 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-6 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-6 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class
A-6 Certificate.
In the last sentence of the definition of "Qualified
Substitute Mortgage Loan" the reference to "Excess Spread" shall instead refer
to "Accrued Certificate Interest on the Class A-6 Certificates".
In the definition of "Voting Rights", the reference to "Owner
of the Excess Spread" shall instead refer to "Class A-6 Certificates".
Article IV:
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The reference in Section 4.02(a) to distributions to the Owner
of the Excess Spread shall be disregarded, and Section 4.02(a)(i) shall be
deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-5 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
In the second sentence of the first paragraph of Section
5.01(a) the phrase "other than the Class R Certificates" shall be replaced with
the phrase "other than the Class A-6 and Class R Certificates" and in the first
sentence of the second paragraph of Section 5.01(a) the phrase "The Class R
Certificates" shall be replaced with the phrase "The Class A-6 and Class R
Certificates."
In first paragraph of Section 5.01(b) the phrase "other than
the Class A-5 Certificates" shall be replaced with the phrase "other than the
Class A-5 Certificates and Class A-6 Certificates".
Article X:
The following phrase shall be added to Section 10.01(k)
immediately following the phrase ", the 'latest possible maturity date' by
which": "the amount of interest payable on the Class A-6 Certificates and".
Additional Amendments:
All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be disregarded.
Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
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Section 2.
This Amendment No. 1 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.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
Attest:/s/ R. Tarnas
Name: R. Tarnas
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Title: Vice President
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STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-194965.1
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STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-194965.1
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STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-194965.1
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EXHIBIT A
FORM OF CLASS A-6 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 OCTOBER 30, 1995.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 250% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,078 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.12% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $19 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-194965.1
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Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-6 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
October 1, 1995
Aggregate Notional Amount of the
Class A-6 Certificates:
182,156,882.70
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP _____________
October 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S15
evidencing a percentage interest in the distributions allocable to the
Class A-6 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any
NY1-194965.1
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certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-6 Certificates on such Distribution Date. The
Notional Amount of the Class A-6 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-6 Certificates have no
Certificate Principal Balance.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled
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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.
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
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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
NY1-194965.1
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<PAGE>
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.
NY1-194965.1
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-6 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-194965.1
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of October 1, 1995
to provide for the issuance of
Class A-13 Certificates
NY1-192849.1
9
<PAGE>
Mortgage Pass-Through Certificates
Series 1995-S16
NY1-192849.1
10
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of October 1, 1995 (the "Agreement"), providing for the
issuance of Mortgage Pass-Through Certificates, Series 1995-S16; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, to make provisions with respect to
matters or questions arising under the Agreement which shall not be materially
inconsistent with the provisions of the Agreement, provided that such action
shall not adversely affect in any material respect the interests of any
Certificateholder;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-13 and such amendment is not materially inconsistent with
the provisions of the Agreement, does not adversely affect in any material
respect the interests of any Certificateholder and the Trustee consents to such
amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-13 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
NY1-192849.1
1
<PAGE>
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-13
containing the following information:
Designation: Class A-13
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: November 25, 2025.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-12
Certificates and Class A-13 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-13 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-13
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-13 Certificates
have no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ",and the Class
A-13 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
NY1-192849.1
2
<PAGE>
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to "Class A-13
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-13 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-12 and
Class A-13 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-13 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-13 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class
A-13 Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-13 Certificates".
NY1-192849.1
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<PAGE>
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-13
Certificates".
Article IV:
N. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-12 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-13 and Class R Certificates" and in the first sentence
of the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-13 and Class R Certificates."
P. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-12 Certificates" shall be replaced with the phrase "other than the Class
A-12 Certificates and Class A-13 Certificates".
Additional Amendments:
Q. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
R. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
NY1-192849.1
4
<PAGE>
This Amendment No. 1 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.
NY1-192849.1
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
[Seal] SECURITIES I, INC.
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
CORPORATION RESIDENTIAL FUNDING
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
Title: Assistant Vice
President
NY1-192849.1
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<PAGE>
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-192849.1
7
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192849.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192849.1
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be a
Assistant Vice President of Bankers Trust Company, a New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-192849.1
<PAGE>
EXHIBIT A
FORM OF CLASS A-13 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 OCTOBER 30, 1995.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 265% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,554 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 14.92% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $21 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192849.1
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-13 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
October 1, 1995
Notional Amount as of the Cut-off
Date: $451,101.028.81
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP __________
November 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S16
evidencing a percentage interest in the distributions allocable to the
Class A-13 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any
NY1-192849.1
2
<PAGE>
certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-13 Certificates on such Distribution Date. The
Notional Amount of the Class A-13 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-13 Certificates have no
Certificate Principal Balance.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer
NY1-192849.1
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<PAGE>
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.
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
NY1-192849.1
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<PAGE>
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
NY1-192849.1
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<PAGE>
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.
NY1-192849.1
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:_________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-13 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192849.1
7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of November 1, 1995
to provide for the issuance of
Class A-11 Certificates
NY1-192848.1
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<PAGE>
Mortgage Pass-Through Certificates
Series 1995-S17
NY1-192848.1
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<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of November 1, 1995 (the "Agreement"), providing for the
issuance of Mortgage Pass-Through Certificates, Series 1995-S17;
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, to make provisions with respect to
matters or questions arising under the Agreement which shall not be materially
inconsistent with the provisions of the Agreement, provided that such action
shall not adversely affect in any material respect the interests of any
Certificateholders;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-11 and such amendment is not materially inconsistent with
the provisions of the Agreement, does not adversely affect in any material
respect the interests of any Certificateholder and the Trustee consents to such
amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-11 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
NY1-192848.1
2
<PAGE>
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-11
containing the following information:
Designation: Class A-11
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: December 26, 2025
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-10
Certificates and Class A-11 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-11 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-11
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-11 Certificates
have no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ",and the Class
A-11 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
NY1-192848.1
3
<PAGE>
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to "Class A-11
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-11 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-10 and
Class A-11 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-11 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-11 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A- 11
Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-11 Certificates".
NY1-192848.1
4
<PAGE>
M. In the last sentence of the definition of "Voting Rights", the
phrase "The Owner shall be entitled to 1% of all the Voting Rights in respect of
the Excess Spread," shall instead read "The Holders of the Class A-11
Certificates shall be entitled to 1% of all of the Voting Rights."
Article IV:
N. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-10 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-11 and Class R Certificates" and in the first sentence
of the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-11 and Class R Certificates."
P. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-10 Certificates" shall be replaced with the phrase "other than the Class
A-10 Certificates and Class A-11 Certificates".
Additional Amendments:
Q. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
R. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
NY1-192848.1
5
<PAGE>
This Amendment No. 1 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.
NY1-192848.1
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
Title: Assistant Vice
President
NY1-192848.1
7
<PAGE>
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-192848.1
8
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192848.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192848.1
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-192848.1
<PAGE>
EXHIBIT A
FORM OF CLASS A-11 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 NOVEMBER 29, 1995.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 325% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,112 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.39% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $18 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192848.1
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-11 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
November 1, 1995
Notional Amount as of the Cut-off
Date: $448,349,608.77
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ___________
December 26, 2025
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S17
evidencing a percentage interest in the distributions allocable to the
Class A-11 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any
NY1-192848.1
2
<PAGE>
certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-11 Certificates on such Distribution Date. The
Notional Amount of the Class A-11 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-11 Certificates have no
Certificate Principal Balance.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer
NY1-192848.1
3
<PAGE>
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.
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
NY1-192848.1
4
<PAGE>
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
NY1-192848.1
5
<PAGE>
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.
NY1-192848.1
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-11 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192848.1
7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of November 1, 1995
to provide for the issuance of
Class A-8 Certificates
NY1-192271.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1995-S18
NY1-192271.2
2
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of November 1, 1995 (the "Agreement"),
providing for the issuance of Mortgage Pass-Through Certificates, Series
1995-S18; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-8 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-8 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
NY1-192271.2
<PAGE>
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-8 containing
the following information:
Designation: Class A-8
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: November 25, 2010.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-7
Certificates and Class A-8 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-8 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-8
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-8 Certificates have
no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ", and the
Class A-8 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
NY1-192271.2
2
<PAGE>
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to the "Class A-8
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-8 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-7 and
Class A-8 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-8 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-8 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-8
Certificate.
L. In the last sentence of the definition of "Qualified
Substitute Mortgage Loan" the reference to "Excess Spread" shall
NY1-192271.2
3
<PAGE>
instead refer to "Accrued Certificate Interest on the Class A-8
Certificates".
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-8
Certificates".
Article IV:
N. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-7 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-8 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-8 and Class R Certificates."
P. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-8 Certificates" shall be replaced with the phrase "other than the Class
A-7 Certificates and Class A-8 Certificates".
Article X:
Q. The following phrase shall be added to Section 10.01(k)
immediately following the phrase ", the 'latest possible maturity
date' by which": "the amount of interest payable on the Class A-8
Certificates and".
NY1-192271.2
4
<PAGE>
Additional Amendments:
R. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
Section 2.
This Amendment No. 1 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.
NY1-192271.2
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-192271.2
6
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-192271.2
7
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192271.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192271.2
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-192271.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-8 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 NOVEMBER 29, 1995.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 250% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $993 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.29% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $18 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192271.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-8 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
November 1, 1995
Aggregate Notional Amount of the
Class A-8 Certificates:
$140,600,865.75
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ____________
November 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S18
evidencing a percentage interest in the distributions allocable to the
Class A-8 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-192271.2
2
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-8 Certificates on such Distribution Date. The
Notional Amount of the Class A-8 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-8 Certificates have no
Certificate Principal Balance.
NY1-192271.2
3
<PAGE>
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.
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
NY1-192271.2
4
<PAGE>
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
NY1-192271.2
5
<PAGE>
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.
NY1-192271.2
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-8 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192271.2
7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of December 1, 1995
to provide for the issuance of
Class A-2 Certificates
NY1-192578.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1995-S19
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of December 1, 1995 (the "Agreement"),
providing for the issuance of Mortgage Pass-Through Certificates, Series
1995-S19; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-2 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-192578.2
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-2 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-2 containing
the following information:
Designation: Class A-2
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: December 25, 2010.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to each Distribution Date, as to any Class A Certificate":
"(other than the Class A-2 Certificates"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-2 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-2
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-2 Certificates have
no Certificate Principal Balance."
NY1-192578.2
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ", and the
Class A-2 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to the "Class A-2
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-2 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to the Class A Certificates": "(other than the Class A-2
Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-2 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
NY1-192578.2
<PAGE>
(i) the parenthetical in the first sentence shall read
"(other than a Class A-2 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-2
Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-2 Certificates".
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-2
Certificates".
Article IV:
N. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders and Class R
Certificateholders, on a pro rata basis based on Accrued Certificate
Interest payable on such Certificates, Accrued Certificate Interest on
such Classes of Certificates for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this
Section 4.02(a);
Article V:
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-2 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-2 and Class R Certificates."
P. In the first paragraph of Section 5.01(b) the phrase
"other than the Class A-2 Certificates" shall be added immediately
following the phrase "The Class A Certificates".
NY1-192578.2
<PAGE>
Article X:
Q. The following phrase shall be added to Section 10.01(k)
immediately following the phrase ", the 'latest possible maturity
date' by which": "the amount of interest payable on the Class A-2
Certificates and".
Additional Amendments:
R. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
S. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-192578.2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-192578.2
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-192578.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192578.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192578.2
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-192578.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-2 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 DECEMBER 29, 1995.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 250% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,054 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.01% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $19 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192578.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-2 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
December 1, 1995
Aggregate Notional Amount of the
Class A-2 Certificates:
$119,123,708.38
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ____________
December 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S19
evidencing a percentage interest in the distributions allocable to the
Class A-2 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-192578.2
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-2 Certificates on such Distribution Date. The
Notional Amount of the Class A-2 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-2 Certificates have no
Certificate Principal Balance.
NY1-192578.2
<PAGE>
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.
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
NY1-192578.2
<PAGE>
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
NY1-192578.2
<PAGE>
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.
NY1-192578.2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192578.2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of December 1, 1995
to provide for the issuance of
Class A-8 Certificates
NY1-191861.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1995-S21
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of December 1, 1995 (the "Agreement"), providing for the
issuance of Mortgage Pass-Through Certificates, Series 1995-S21; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-8 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-191861.2
1
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-8 Certificates" as "regular interests" in
REMIC II rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-8 containing
the following information:
Designation: Class A-8
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: December 25, 2025.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-5
Certificates, Class A-7 Certificates and Class A-8
Certificates)"; and
(ii) the following sentence shall be included as the third
sentence such definition: "With respect to each Distribution Date, as
to the Class A-8 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to each Class A Certificate: "(other than the Class A-8
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence in such definition: "The Class A-8 Certificates have
no Certificate Principal Balance."
NY1-191861.2
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": , and the Class
A-8 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1.
F. The definition of "Excess Spread" shall be deleted.
G. The following sentence shall be included as the second
sentence of the definition of "Notional Amount": "As of any
Distribution Date, with respect to the Class A-8 Certificates, the
aggregate Certificate Principal Balance of all Classes of
Certificates immediately prior to such date."
H. The definition of "Owner or Holder" shall be deleted.
I. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-5, Class
A-7 and Class A-8 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-8 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
J. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-8 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-8
Certificate.
NY1-191861.2
<PAGE>
K. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-8 Certificates".
L. The definition of "REMIC II" shall include the Class A-8
Certificates.
M. The definition of "REMIC II Certificates" shall include
the Class A-8 Certificates.
N. Clause (vii) of the definition of "Uncertificated Accrued Interest"
shall be replaced with the following: "as to the Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-8 Certificates if the Pass-Through Rate on such Class were equal to the
Pass-Through Rate on Uncertificated REMIC I Regular Interest Z".
O. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-8
Certificates".
Article II:
P. Each sentence in Section 2.06 shall include a reference
to the "Class A-8 Certificateholder". Section 2.07 shall include
a reference to a "Class A-8 Certificate"
Article IV:
Q. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-7 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from
NY1-191861.2
<PAGE>
any previous Distribution Date except as provided in the last
paragraph of this Section 4.02(a);
R. The reference in Section 4.08(d) to the "Excess Spread" shall
instead refer to the "Class A-8 Certificates" and Section 4.08(e) shall include
a reference to a "Class A-8 Certificate".
Article V:
S. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-8 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-8 and Class R Certificates."
T. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-5 Certificates and Class A-7 Certificates" shall be replaced with the
phrase "other than the Class A-5 Certificates, Class A-7 Certificates and Class
A-8 Certificates".
Additional Amendments:
U. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
V. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-191861.2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
NY1-191861.2
<PAGE>
Title: Assistant Vice
President
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-191861.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191861.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191861.2
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-191861.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-8 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 DECEMBER 28, 1995.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 265% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,328 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.21% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $18 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-191861.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-8 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
December 1, 1995
Aggregate Notional Amount of the
Class A-8 Certificates:
$298,304,120.60
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP _________
December 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S21
evidencing a percentage interest in the distributions allocable to the
Class A-8 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or
NY1-191861.2
<PAGE>
GMAC Mortgage Corporation or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-8 Certificates on such Distribution Date. The
Notional Amount of the Class A-8 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-8 Certificates have no
Certificate Principal Balance.
NY1-191861.2
<PAGE>
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.
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
NY1-191861.2
<PAGE>
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
NY1-191861.2
<PAGE>
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.
NY1-191861.2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-8 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-191861.2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of January 1, 1996
to provide for the issuance of
Class A-14 Certificates
NY1-192796.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S1
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of January 1, 1996 (the "Agreement"), providing for the
issuance of Mortgage Pass-Through Certificates, Series 1996-S1; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-14 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-192796.2
1
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-14 Certificates" as "regular interests" in
REMIC II rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-14
containing the following information:
Designation: Class A-14
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: January 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-6
Certificates, Class A-13 Certificates and Class A-14
Certificates)"; and
(ii) the following sentence shall be included as the third
sentence such definition: "With respect to each Distribution Date, as
to the Class A-14 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to each Class A Certificate": "(other than the Class A-14
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence in such definition: "The Class A-14 Certificates
have no Certificate Principal Balance."
NY1-192796.2
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": , and the Class
A-14 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1.
F. The definition of "Excess Spread" shall be deleted.
G. The following sentence shall be included as the second
sentence of the definition of "Notional Amount": "As of any
Distribution Date, with respect to the Class A-14 Certificates, the
aggregate Certificate Principal Balance of all Classes of
Certificates immediately prior to such date."
H. The definition of "Owner or Holder" shall be deleted.
I. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-6, Class
A-13 and Class A-14 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-14 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
J. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-14 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class
A-14 Certificate.
NY1-192796.2
<PAGE>
K. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-14 Certificates".
L. In the definition of "REMIC II", the reference "Owner of
the Excess Spread" shall instead refer to "Class A-14
Certificates".
M. The definition of "REMIC II Certificates" shall include
the Class A-14 Certificates.
N. Clause (vii) of the definition of "Uncertificated Accrued Interest"
shall be replaced with the following: "as to the Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-14 Certificates if the Pass-Through Rate on such Class were equal to the
Pass-Through Rate on Uncertificated REMIC I Regular Interest Z".
O. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-14
Certificates".
Article II:
P. References in Section 2.06 to the "Owner of the Excess Spread" shall
instead refer to the "Class A-14 Certificateholder" and the reference to "Excess
Spread" shall instead refer to the "Class A-14 Certificates". The reference in
Section 2.07 to the "ownership interest in the Excess Spread" shall instead
refer to the "Class A-14 Certificate".
Article IV:
Q. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-13 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest
NY1-192796.2
<PAGE>
payable on such Certificates, Accrued Certificate Interest on such
Classes of Certificates for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this
Section 4.02(a);
R. References in Section 4.08 to the "Owner of the Excess Spread" shall
instead refer to the "Class A-14 Certificateholders" and the reference to the
"Excess Spread" shall instead refer to the "Class A-14 Certificates".
Article V:
S. In the second sentence of the first paragraph of Section 5.01 the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-14 and Class R Certificates" and in the first sentence
of the second paragraph of Section 5.01 the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-14 and Class R Certificates."
T. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-6 Certificates and Class A-13 Certificates" shall be replaced with the
phrase "other than the Class A-6 Certificates, Class A-13 Certificates and Class
A-14 Certificates".
Additional Amendments:
U. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
V. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-192796.2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
NY1-192796.2
<PAGE>
Title: Assistant Vice
President
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-192796.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192796.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192796.2
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-192796.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-14 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 JANUARY 30, 1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,722 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 14.95% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $23 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192796.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-14 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
January 1, 1996
Aggregate Notional Amount of the
Class A-14 Certificates:
$530,728,720.00
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ___________
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S1
evidencing a percentage interest in the distributions allocable to the
Class A-14 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or
NY1-192796.2
<PAGE>
GMAC Mortgage Corporation or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-14 Certificates on such Distribution Date. The
Notional Amount of the Class A-14 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-14 Certificates have no
Certificate Principal Balance.
NY1-192796.2
<PAGE>
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.
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
NY1-192796.2
<PAGE>
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
NY1-192796.2
<PAGE>
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.
NY1-192796.2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-14 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-192796.2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of January 1, 1996
to provide for the issuance of
Class A-5 Certificates
NY1-191683.1
6863-250-MM6-03/05/97
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S2
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of January 1, 1996 (the "Agreement"),
providing for the issuance of Mortgage Pass-Through Certificates, Series
1996-S2; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-5 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
NY1-191683.1
1
<PAGE>
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-5 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-5 containing
the following information:
Designation: Class A-5
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: January 25, 2011.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-4
Certificates and Class A-5 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-5 Certificates, one month's interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on
the Notional Amount thereof."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-5
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-5 Certificates have
no Certificate Principal Balance."
NY1-191683.1
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ",and the Class
A-5 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to "Class A-5
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-5 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-4 and
Class A-5 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-5 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
NY1-191683.1
<PAGE>
(i) the parenthetical in the first sentence shall read
"(other than a Class A-5 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-5
Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-5 Certificates".
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-5
Certificates".
Article IV:
N. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-4 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-5 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-5 and Class R Certificates."
NY1-191683.1
<PAGE>
Additional Amendments:
P. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
Q. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-191683.1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-191683.1
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-191683.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191683.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191683.1
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-191683.1
<PAGE>
EXHIBIT A
FORM OF CLASS A-5 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 JANUARY 30, 1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,243 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.47% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $20 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-191683.1
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-5 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
January 1, 1996
Notional Amount as of the Cut-Off
Date: $109,132,227.16
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ___________
January 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S2
evidencing a percentage interest in the distributions allocable to the
Class A-5 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-191683.1
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-5 Certificates on such Distribution Date. The
Notional Amount of the Class A-5 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-5 Certificates have no
Certificate Principal Balance.
NY1-191683.1
<PAGE>
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.
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
NY1-191683.1
<PAGE>
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
NY1-191683.1
<PAGE>
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.
NY1-191683.1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-191683.1
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of January 1, 1996
to provide for the issuance of
Class A-10 Certificates
NY1-191683.1
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S3
NY1-191683.1
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of May 1, 1996 (the "Agreement"), providing for the issuance
of Mortgage Pass-Through Certificates, Series 1996-S3; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, to make provisions with respect to
matters or questions arising under the Agreement which shall not be materially
inconsistent with the provisions of the Agreement, provided that such action
shall not adversely affect in any material respect the interests of any
Certificateholders;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-10 and such amendment is not materially inconsistent with
the provisions of the Agreement, does not adversely affect in any material
respect the interests of any Certificateholder and the Trustee consents to such
amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the
Preliminary Statement shall identify "the Class A-10 Certificates"
NY1-191683.1
1
<PAGE>
as "regular interests" in the REMIC rather than "the rights in and to the Excess
Spread (as defined herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-10
containing the following information:
Designation: Class A-10
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: January 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "as to any
Class A Certificate": "(other than the Class A-9 Certificates
and Class A-10 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-10 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-10
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-10 Certificates
have no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ",and the Class
A-10 Certificates, executed by the Trustee and authenticated by the
NY1-191683.1
2
<PAGE>
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to "Class A-10
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-10 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to the Class A Certificates": "(other than the Class A-9 and
Class A-10 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-10 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-10 or Class R Certificate)"; and
NY1-191683.1
3
<PAGE>
(ii) the second sentence shall also refer to a Class
A-10 Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-10 Certificates".
M. In the last sentence of the definition of "Voting Rights", the
phrase "The Owner shall be entitled to 1% of all the Voting Rights in respect of
the Excess Spread," shall instead read "The Holders of the Class A-10
Certificates shall be entitled to 1% of all of the Voting Rights."
Article IV:
N. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-9 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-10 and Class R Certificates" and in the first sentence
of the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-10 and Class R Certificates."
P. In first paragraph of Section 5.01(b) the following
parenthetical shall be added to the first sentence immediately
following the phrase "The Class A Certificates": ("other than the
Class A-10 Certificates".)
NY1-191683.1
4
<PAGE>
Additional Amendments:
Q. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
R. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-191683.1
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
Title: Assistant Vice President
Attest:/s/ David Co
NY1-191683.1
6
<PAGE>
Name: David Co
Title: Assistant Secretary
NY1-191683.1
7
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191683.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191683.1
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-191683.1
<PAGE>
EXHIBIT A
FORM OF CLASS A-10 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 JANUARY 30, 1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 265% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,868 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.23% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $24 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-191683.1
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-10 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
January 1, 1996
Notional Amount as of the Cut-off
Date: $355,544,080.30
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ______________
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S3
evidencing a percentage interest in the distributions allocable to the
Class A-10 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-191683.1
2
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-10 Certificates on such Distribution Date. The
Notional Amount of the Class A-10 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-10 Certificates have no
Certificate Principal Balance.
NY1-191683.1
3
<PAGE>
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.
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
NY1-191683.1
4
<PAGE>
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
NY1-191683.1
5
<PAGE>
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.
NY1-191683.1
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-10 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-191683.1
7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of February 1, 1996
to provide for the issuance of
Class A-15 Certificates
NY1-192213.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S4
NY1-192213.2
2
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of February 1, 1996 (the "Agreement"), providing for the
issuance of Mortgage Pass-Through Certificates, Series 1996-S4; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-15 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-15 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
NY1-192213.2
<PAGE>
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-15
containing the following information:
Designation: Class A-15
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: February 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-14
Certificates and Class A-15 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-15 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-15
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-15 Certificates
have no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ", and the
Class A-15 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
NY1-192213.2
2
<PAGE>
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to the "Class
A-15 Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-15 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-14 and
Class A-15 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-15 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-15 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class
A-15 Certificate.
L. In the last sentence of the definition of "Qualified
Substitute Mortgage Loan" the reference to "Excess Spread" shall
NY1-192213.2
3
<PAGE>
instead refer to "Accrued Certificate Interest on the Class A-15
Certificates".
M. The definition of "Senior Certificates" shall include a
reference to the Class A-15 Certificates.
N. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-15
Certificates".
Article IV:
O. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-14 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
P. The third parenthetical in Section 4.02(c) shall include
a reference to the Class A-15 Certificates.
Article V:
Q. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-15 and Class R Certificates" and in the first sentence
of the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-15 and Class R Certificates."
R. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-14 Certificates" shall be replaced with the phrase "other than the Class
A-14 Certificates and Class A-15 Certificates".
NY1-192213.2
4
<PAGE>
Article X:
S. The following phrase shall be added to Section 10.01(k)
immediately following the phrase ", the 'latest possible maturity
date' by which": "the amount of interest payable on the Class A-15
Certificates and".
Additional Amendments:
T. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
U. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-192213.2
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
NY1-192213.2
<PAGE>
Title: Assistant Vice
President
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-192213.2
7
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192213.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192213.2
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be a
Assistant Vice President of Bankers Trust Company, a New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-192213.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-15 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS FEBRUARY 28, 1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 265% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,504 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.29% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $21 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192213.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-15 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
February 1, 1996
Aggregate Notional Amount of the
Class A-15 Certificates:
$569,896,239.13
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ____________
February 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S4
evidencing a percentage interest in the distributions allocable to the
Class A-15 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-192213.2
2
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-15 Certificates on such Distribution Date. The
Notional Amount of the Class A-15 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-15 Certificates have no
Certificate Principal Balance.
NY1-192213.2
3
<PAGE>
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.
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
NY1-192213.2
4
<PAGE>
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
NY1-192213.2
5
<PAGE>
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.
NY1-192213.2
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-15 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192213.2
7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of February 1, 1996
to provide for the issuance of
Class A-5 Certificates
NY1-191684.1
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S5
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of February 1, 1996 (the "Agreement"),
providing for the issuance of Mortgage Pass-Through Certificates, Series
1996-S5; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-5 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-191684.1
1
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-5 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-5 containing
the following information:
Designation: Class A-5
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: February 25, 2011.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-4
Certificates and Class A-5 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-5 Certificates, one month's interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on
the Notional Amount thereof."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-5
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-5 Certificates have
no Certificate Principal Balance."
NY1-191684.1
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ", and the
Class A-5 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to "Class A-5
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-5 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-4 and
Class A-5 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-5 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
NY1-191684.1
<PAGE>
(i) the parenthetical in the first sentence shall read
"(other than a Class A-5 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-5
Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-5 Certificates".
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-5
Certificates".
Article IV:
N. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-4 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-5 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-5 and Class R Certificates."
NY1-191684.1
<PAGE>
Additional Amendments:
P. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
Q. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-191684.1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-191684.1
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-191684.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191684.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191684.1
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-191684.1
<PAGE>
EXHIBIT A
FORM OF CLASS A-5 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS FEBRUARY 29, 1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $1,177 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE
YIELD TO MATURITY IS 15.24% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $19 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS
WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-191684.1
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-5 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
February 1, 1996
Notional Amount as of the Cut-Off
Date: $119,444,684.72
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP _________
May 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S5
evidencing a percentage interest in the distributions allocable to the
Class A-5 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-191684.1
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-5 Certificates on such Distribution Date. The
Notional Amount of the Class A-5 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-5 Certificates have no
Certificate Principal Balance.
NY1-191684.1
<PAGE>
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.
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
NY1-191684.1
<PAGE>
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
NY1-191684.1
<PAGE>
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.
NY1-191684.1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-191684.1
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of March 1, 1996
to provide for the issuance of
Class A-14 Certificates
NY1-192784.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S6
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of March 1, 1996 (the "Agreement"), providing
for the issuance of Mortgage Pass-Through Certificates, Series 1996-S6; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-14 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-192784.2
1
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-14 Certificates" as "regular interests" in
REMIC II rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-14
containing the following information:
Designation: Class A-14
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: March 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-8
Certificates, Class A-9 Certificates and Class A-14
Certificates)"; and
(ii) the following sentence shall be included as the third
sentence such definition: "With respect to each Distribution Date, as
to the Class A-14 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to each Class A Certificate": "(other than the Class A-14
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence in such definition: "The Class A-14 Certificates
have no Certificate Principal Balance."
NY1-192784.2
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": , and the Class
A-14 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1.
F. The definition of "Excess Spread" shall be deleted.
G. The following sentence shall be included as the second
sentence of the definition of "Notional Amount": "As of any
Distribution Date, with respect to the Class A-14 Certificates, the
aggregate Certificate Principal Balance of all Classes of
Certificates immediately prior to such date."
H. The definition of "Owner or Holder" shall be deleted.
I. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-8 and
Class A-14 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-14 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
J. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-14 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class
A-14 Certificate.
NY1-192784.2
<PAGE>
K. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-14 Certificates".
L. In the definition of "REMIC II", the reference "Owner of
the Excess Spread" shall instead refer to "Class A-14
Certificates".
M. The definition of "REMIC II Certificates" shall include
the Class A-14 Certificates.
N. Clause (vii) of the definition of "Uncertificated Accrued Interest"
shall be replaced with the following: "as to the Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-14 Certificates if the Pass-Through Rate on such Class were equal to the
Pass-Through Rate on Uncertificated REMIC I Regular Interest Z".
O. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-14
Certificates".
Article II:
P. References in Section 2.06 to the "Owner of the Excess Spread" shall
instead refer to the "Class A-14 Certificateholder" and the reference to "Excess
Spread" shall instead refer to the "Class A-14 Certificates". The reference in
Section 2.07 to the "ownership interest in the Excess Spread" shall instead
refer to the "Class A-14 Certificate".
Article IV:
Q. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-8 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest
NY1-192784.2
<PAGE>
payable on such Certificates, Accrued Certificate Interest on such
Classes of Certificates for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this
Section 4.02(a);
R. References in Section 4.08 to the "Owner of the Excess Spread" shall
instead refer to the "Class A-14 Certificateholders" and the reference to the
"Excess Spread" shall instead refer to the "Class A-14 Certificates".
Article V:
S. In the second sentence of the first paragraph of Section 5.01 the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-14 and Class R Certificates" and in the first sentence
of the second paragraph of Section 5.01 the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-14 and Class R Certificates."
T. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-9 Certificates" shall be replaced with the phrase "other than the Class
A-9 Certificates and Class A-14 Certificates".
Additional Amendments:
U. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
V. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-192784.2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-192784.2
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-192784.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192784.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192784.2
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-192784.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-14 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 MARCH 28, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 265% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $1,871 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 15.52% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $26 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192784.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-14 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
March 1, 1996
Aggregate Notional Amount of the
Class A-14 Certificates:
$424,466,573.98
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ___________
March 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S6
evidencing a percentage interest in the distributions allocable to the
Class A-14 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or
NY1-192784.2
<PAGE>
GMAC Mortgage Corporation or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-14 Certificates on such Distribution Date. The
Notional Amount of the Class A-14 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-14 Certificates have no
Certificate Principal Balance.
NY1-192784.2
<PAGE>
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.
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
NY1-192784.2
<PAGE>
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
NY1-192784.2
<PAGE>
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.
NY1-192784.2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-14 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
NY1-192784.2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I,INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of March 1, 1996
to provide for the issuance of
Class A-14 Certificates
NY1-191657.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S7
NY1-191657.2
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of March 1, 1996 (the "Agreement"), providing for the
issuance of Mortgage Pass-Through Certificates, Series 1996-S7; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-14 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-14 Certificates" as "regular interests" in
REMIC II rather than "the rights in and to the Excess Spread (as defined
herein)".
NY1-191657.2
<PAGE>
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-14
containing the following information:
Designation: Class A-14
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: March 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-6
Certificates, Class A-13 Certificates and Class A-14
Certificates)"; and
(ii) the following sentence shall be included as the third
sentence in such definition: "With respect to each Distribution Date,
as to the Class A-14 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to each Class A Certificate": "(other than the Class A-14
Certificates)"; and
(ii) the following sentence shall added as the last
sentence in such definition: "The Class A-14 Certificates
have no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": , and the Class
A-14 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1.
NY1-191657.2
2
<PAGE>
F. The definition of "Excess Spread" shall be deleted.
G. The following sentence shall be included as the second
sentence of the definition of "Notional Amount": "As of any
Distribution Date, with respect to the Class A-14 Certificates, the
aggregate Certificate Principal Balance of all Classes of
Certificates immediately prior to such date."
H. The definition of "Owner or Holder" shall be deleted.
I. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-6, Class
A-13 and Class A-14 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-14 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
J. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-14 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class
A-14 Certificate.
K. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-14 Certificates".
NY1-191657.2
3
<PAGE>
L. The definition of "REMIC II" shall include the Class A-14
Certificates.
M. The definition of "REMIC II Certificates" shall include
the Class A-14 Certificates.
N. Clause (vii) of the definition of "Uncertificated Accrued Interest"
shall be replaced with the following: "as to the Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-14 Certificates if the Pass-Through Rate on such Class were equal to the
Pass-Through Rate on Uncertificated REMIC I Regular Interest Z".
O. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-14
Certificates".
Article II:
P. Each sentence in Section 2.06 shall also refer to the
Class A-14 Certificateholder. Section 2.07 shall include a
reference to a Class A-14 Certificate.
Article IV:
Q. The reference in Section 4.02(a) to distributions to the
Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-13 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a) (the
"Senior Interest Distribution Amount");
NY1-191657.2
4
<PAGE>
R. The reference in Section 4.08(d) to the "Excess Spread" shall
instead refer to the "Class A-14 Certificates" and Section 4.08(e) shall include
a reference to a Class A-14 Certificate.
Article V:
S. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class A-10 and Class R Certificates" shall be replaced
with the phrase "other than the Class A-10, Class A-14 and Class R Certificates"
and in the first sentence of the second paragraph of Section 5.01(a) the phrase
"The Class A-10 and Class R Certificates" shall be replaced with the phrase "The
Class A-10, Class A-14 and Class R Certificates."
T. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-6 Certificates and Class A-13 Certificates" shall be replaced with the
phrase "other than the Class A-6 Certificates, Class A-13 Certificates and Class
A-14 Certificates."
Additional Amendments:
U. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
V. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-191657.2
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
NY1-191657.2
<PAGE>
Title: Assistant Vice
President
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-191657.2
7
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191657.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191657.2
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-191657.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-14 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 MARCH 28, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 260% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $1,757 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 15.18% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $24 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-191657.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-14 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
March 1, 1996
Aggregate Notional Amount of the
Class A-14 Certificates:
$557,958,461.27
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP _____________
March 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S7
evidencing a percentage interest in the distributions allocable to the
Class A-14 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-191657.2
2
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-14 Certificates on such Distribution Date. The
Notional Amount of the Class A-14 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-14 Certificates have no
Certificate Principal Balance.
NY1-191657.2
3
<PAGE>
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.
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
NY1-191657.2
4
<PAGE>
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
NY1-191657.2
5
<PAGE>
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.
NY1-191657.2
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-14 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-191657.2
7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of March 1, 1996
to provide for the issuance of
Class A-6 Certificates
NY1-192151.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S8
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of March 1, 1996 (the "Agreement"), providing
for the issuance of Mortgage Pass-Through Certificates, Series 1996-S8; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-6 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-192151.2
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-6 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-6 containing
the following information:
Designation: Class A-6
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: March 25, 2011.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-5
Certificates and Class A-6 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-6 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-6
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-6 Certificates have
no Certificate Principal Balance."
NY1-192151.2
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ", and the
Class A-6 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to the "Class A-6
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-6 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-5 and
Class A-6 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-6 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
NY1-192151.2
<PAGE>
(i) the parenthetical in the first sentence shall read
"(other than a Class A-6 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-6
Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-6 Certificates".
M. The definition of "Senior Certificates" shall include a
reference to the Class A-6 Certificates.
N. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-6
Certificates".
Article IV:
O. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-5 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
P. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-6 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-6 and Class R Certificates."
NY1-192151.2
<PAGE>
Q. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-5 Certificates" shall be replaced with the phrase "other than the Class
A-5 Certificates and Class A-6 Certificates".
Article X:
R. The following phrase shall be added to Section 10.01(k)
immediately following the phrase ", the 'latest possible maturity
date' by which": "the amount of interest payable on the Class A-6
Certificates and".
Additional Amendments:
S. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
T. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-192151.2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-192151.2
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-192151.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192151.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192151.2
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-192151.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-6 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 MARCH 28, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $1,001 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 15.27% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $19 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192151.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-6 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
March 1, 1996
Aggregate Notional Amount of the
Class A-6 Certificates:
$114,016,713.34
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP __________
March 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S8
evidencing a percentage interest in the distributions allocable to the
Class A-6 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or
NY1-192151.2
<PAGE>
GMAC Mortgage Corporation or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-6 Certificates on such Distribution Date. The
Notional Amount of the Class A-6 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-6 Certificates have no
Certificate Principal Balance.
NY1-192151.2
<PAGE>
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.
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
NY1-192151.2
<PAGE>
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
NY1-192151.2
<PAGE>
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.
NY1-192151.2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-6 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192151.2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of April 1, 1996
to provide for the issuance of
Class A-16 Certificates
NY1-192151.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S9
NY1-192151.2
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997 to the Agreement (defined below). Capitalized terms
used herein shall have the meanings given thereto in the Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of April 1, 1996 (the "Agreement"), providing for the
issuance of Mortgage Pass-Through Certificates, Series 1996-S9; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-16 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-16 Certificates" as "regular interests" in
REMIC II rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-16
containing the following information:
NY1-192151.2
<PAGE>
Designation: Class A-16
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: April 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-1, Class
A-2, Class A-3, Class A-12, Class A-15 and Class A-16
Certificates)"; and
(ii) the following sentence shall be included as the third
sentence such definition: "With respect to each Distribution Date, as
to the Class A-16 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With respect
to each Class A Certificate": "(other than the Class A-16
Certificates"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-16 Certificates
have no Certificate Principal Balance."
E. The following definition shall be added:
"Class A Certificate": Any one of the Class A-1, Class A- 2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14 or Class A-15 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, and the
Class A-16 Certificates, executed by the Trustee and
authenticated by the
NY1-192151.2
2
<PAGE>
Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1, each such Certificate evidencing an
interest designated as a "regular interest" in the Trust Fund
for purposes of the REMIC Provisions.
F. The definition of "Excess Spread" shall be deleted.
G. The following sentence shall be included as the second
sentence of the definition of "Notional Amount": "As of any
Distribution Date, with respect to the Class A-16 Certificates, the
aggregate Certificate Principal Balance of all Classes of
Certificates immediately prior to such date."
H. The definition of "Owner or Holder" shall be deleted.
I. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-15 and
Class A-16 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-16 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
J. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-16 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class
A-16 Certificate.
NY1-192151.2
3
<PAGE>
K. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-16 Certificates".
L. In the definition of "REMIC II", the reference "Owner of
the Excess Spread" shall instead refer to "Class A-16
Certificates".
M. The definition of "REMIC II Certificates" shall include
the Class A-16 Certificates.
N. The parenthetical in the definition of "Super Senior
Certificates" shall read "(other than the Senior Support
Certificates, the Class A-15 Certificates and the Class A-16
Certificates)".
O. Clause (vii) of the definition of "Uncertificated Accrued Interest"
shall be replaced with the following: "as to the Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-16 Certificates if the Pass-Through Rate on such Class were equal to the
Pass-Through Rate on Uncertificated REMIC I Regular Interest Z".
P. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-16
Certificates".
Article II:
Q. References in Section 2.06 to the "Owner of the Excess Spread" shall
instead refer to the "Class A-16 Certificateholder" and the reference to "Excess
Spread" shall instead refer to the "Class A-16 Certificates". The reference in
Section 2.07 to the "ownership interest in the Excess Spread" shall instead
refer to the "Class A-16 Certificate".
Article IV:
NY1-192151.2
4
<PAGE>
R. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-15 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
S. The third parenthetical in Section 4.02(c) shall include a reference
to the Class A-16 Certificates and the reference in Section 4.02(e) to the
"owner of the Excess Spread" shall instead refer to the "Class A-16
Certificateholder".
T. References in Section 4.08 to the "Owner of the Excess Spread" shall
instead refer to the "Class A-16 Certificateholders" and the reference to the
"Excess Spread" shall instead refer to the "Class A-16 Certificates".
Article V:
U. In the second sentence of the first paragraph of Section 5.01 the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-16 and Class R Certificates" and in the first sentence
of the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-16 and Class R Certificates."
V. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-1 Certificates and Class A-15 Certificates" shall be replaced with the
phrase "other than the Class A-1 Certificates, Class A-15 Certificates and Class
A-16 Certificates".
Additional Amendments:
W. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
NY1-192151.2
5
<PAGE>
X. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-192151.2
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
NY1-192151.2
<PAGE>
Title: Assistant Vice
President
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-192151.2
8
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192151.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192151.2
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-192151.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-16 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 270% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $1,063 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 15.26% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $14 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192151.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-16 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
April 1, 1996
Aggregate Notional Amount of the
Class A-16 Certificates:
$585,919,116.54
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP __________
April 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S9
evidencing a percentage interest in the distributions allocable to the
Class A-16 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or
NY1-192151.2
2
<PAGE>
GMAC Mortgage Corporation or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-16 Certificates on such Distribution Date. The
Notional Amount of the Class A-16 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-16 Certificates have no
Certificate Principal Balance.
NY1-192151.2
3
<PAGE>
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.
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
NY1-192151.2
4
<PAGE>
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
NY1-192151.2
5
<PAGE>
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.
NY1-192151.2
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-16 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-192151.2
7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
NY1-192151.2
9
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of May 1, 1996
to provide for the issuance of
Class A-9 Certificates
NY1-192483.1
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S10
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of May 1, 1996 (the "Agreement"), providing for the issuance
of Mortgage Pass-Through Certificates, Series 1996-S10; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-9 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-192483.1
1
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-9 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-9 containing
the following information:
Designation: Class A-9
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: May 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-8
Certificates and Class A-9 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-9 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-9
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-9 Certificates have
no Certificate Principal Balance."
NY1-192483.1
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ", and the
Class A-9 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to "Class A-9
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-9 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-8 and
Class A-9 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-9 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
NY1-192483.1
<PAGE>
(i) the parenthetical in the first sentence shall read
"(other than a Class A-9 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-9
Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-9 Certificates".
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-9
Certificates".
Article IV:
N. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-8 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-9 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-9 and Class R Certificates."
P. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-6 Certificates" shall be replaced with the phrase "other than the Class
A-8 Certificates and Class A-9 Certificates".
NY1-192483.1
<PAGE>
Q. The reference in Section 10.01(k) to "Excess Spread"
shall instead refer to "the Class A-9 Certificates".
Additional Amendments:
R. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
S. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-192483.1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
NY1-192483.1
<PAGE>
Title: Assistant Vice
President
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-192483.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192483.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192483.1
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-192483.1
<PAGE>
EXHIBIT A
FORM OF CLASS A-9 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 MAY 30, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $852 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 14.84% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $9 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192483.1
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-9 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
May 1, 1996
Notional Amount as of the Cut-off
Date: $536,050,225.54
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP __________
May 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S10
evidencing a percentage interest in the distributions allocable to the
Class A-9 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-192483.1
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-9 Certificates on such Distribution Date. The
Notional Amount of the Class A-9 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-9 Certificates have no
Certificate Principal Balance.
NY1-192483.1
<PAGE>
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.
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
NY1-192483.1
<PAGE>
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
NY1-192483.1
<PAGE>
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.
NY1-192483.1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-9 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192483.1
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of April 1, 1996
to provide for the issuance of
Class A-3 Certificates
NY1-192340.1
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S11
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of April 1, 1996 (the "Agreement"), providing
for the issuance of Mortgage Pass-Through Certificates, Series 1996-S11; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-3 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-192340.1
1
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-3 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-3 containing
the following information:
Designation: Class A-3
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: April 25, 2011.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-3 Certificates, one month's interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on
the Notional Amount thereof."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-3
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-3 Certificates have
no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ",and the Class
A-3 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1."
NY1-192340.1
<PAGE>
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date" the reference to
"rights to the Excess Spread" shall instead refer to "Class A-3
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-3 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-2 and
Class A-3 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-3 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read
"(other than a Class A-3 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-3
Certificate.
NY1-192340.1
<PAGE>
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-3 Certificates".
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-3
Certificates".
Article IV:
N. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-2 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
Article V:
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-3 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-3 and Class R Certificates."
Additional Amendments:
P. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
Q. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
NY1-192340.1
<PAGE>
This Amendment No. 1 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.
NY1-192340.1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-192340.1
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-192340.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192340.1
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-192340.1
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-192340.1
<PAGE>
EXHIBIT A
FORM OF CLASS A-3 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 200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $532 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 15.14% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $9 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-192340.1
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-3 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
April 1, 1996
Notional Amount as of the Cut-Off
Date: $115,330,005.63
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP __________
April 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S11
evidencing a percentage interest in the distributions allocable to the
Class A-3 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-192340.1
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-3 Certificates on such Distribution Date. The
Notional Amount of the Class A-3 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-3 Certificates have no
Certificate Principal Balance.
NY1-192340.1
<PAGE>
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.
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
NY1-192340.1
<PAGE>
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
NY1-192340.1
<PAGE>
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.
NY1-192340.1
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-192340.1
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of May 1, 1996
to provide for the issuance of
Class A-7 Certificates
NY1-191212.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S13
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and BANKERS
TRUST COMPANY as trustee (the "Trustee") entered into a Pooling and Servicing
Agreement, dated as of May 1, 1996 (the "Agreement"), providing for the issuance
of Mortgage Pass-Through Certificates, Series 1996-S13; and
WHEREAS, Section 11.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-7 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
NY1-191212.2
<PAGE>
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-7 Certificates" as "regular interests" in
the REMIC rather than "the rights in and to the Excess Spread (as defined
herein)".
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-7 containing
the following information:
Designation: Class A-7
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: May 25, 2011.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-6
Certificates and Class A-7 Certificates)"; and
(ii) the following sentence shall be included as the second
sentence of such definition: "With respect to each Distribution Date,
as to the Class A-7 Certificates, one month's interest accrued at the
related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date."
D. In the definition of "Certificate Principal Balance":
(i) the following parenthetical shall be added to the
first sentence immediately following the phrase "With Respect
to each Class A Certificate": "(other than the Class A-7
Certificates)"; and
(ii) the following sentence shall be added as the last
sentence of such definition: "The Class A-7 Certificates have
no Certificate Principal Balance."
NY1-191212.2
<PAGE>
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": ",and the Class
A-7 Certificates, executed by the Trustee and authenticated by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-1."
F. The definition of "Excess Spread" shall be deleted.
G. In the definition of "Maturity Date", the reference to
"rights to the Excess Spread" shall instead refer to the "Class A-7
Certificates".
H. The following definition shall be added:
"Notional Amount": As of any Distribution Date, with
respect to the Class A-7 Certificates, the aggregate
Certificate Principal Balance of all Classes of Certificates
immediately prior to such date."
I. The definition of "Owner or Holder" shall be deleted.
J. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-6 and
Class A-7 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-7 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
K. In the definition of "Percentage Interest":
NY1-191212.2
<PAGE>
(i) the parenthetical in the first sentence shall read
"(other than a Class A-7 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-7
Certificate.
L. In the last sentence of the definition of "Qualified Substitute
Mortgage Loan" the reference to "Excess Spread" shall instead refer to "Accrued
Certificate Interest on the Class A-7 Certificates".
M. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-7
Certificates".
Article IV:
N. The reference in Section 4.02(a)(ii) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-6 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
O. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class R Certificates" shall be replaced with the phrase
"other than the Class A-7 and Class R Certificates" and in the first sentence of
the second paragraph of Section 5.01(a) the phrase "The Class R Certificates"
shall be replaced with the phrase "The Class A-7 and Class R Certificates."
P. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-6 Certificates" shall be replaced with the phrase "other than the Class
A-6 Certificates and Class A-7 Certificates".
NY1-191212.2
<PAGE>
Q. The reference in Section 10.01(k) to "Excess Spread"
shall instead refer to "the Class A-7 Certificates".
Additional Amendments:
R. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
S. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
This Amendment No. 1 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.
NY1-191212.2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:/s/ Vada Haight
Name: Vada Haight
NY1-191212.2
<PAGE>
Title: Assistant Vice
President
Attest:/s/ David Co
Name: David Co
Title: Assistant Secretary
NY1-191212.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191212.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191212.2
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 26th day of February, 1997 before me, a notary public
in and for said State, personally appeared Vada Haight, known to me to be an
Assistant Vice President 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 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.
/s/ Aracely S. Alanis
Notary Public
[Notarial Seal]
NY1-191212.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-7 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 MAY 30, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 175% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $825 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 15.28% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $13 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-191212.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-7 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
May 1, 1996
Aggregate Notional Amount of the
Class A-7 Certificates:
$157,805,575.79
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ____________
May 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S13
evidencing a percentage interest in the distributions allocable to the
Class A-7 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
NY1-191212.2
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-7 Certificates on such Distribution Date. The
Notional Amount of the Class A-7 Certificates as of any date of determination is
equal to the aggregate Certificate Principal Balance of the Certificates of all
classes immediately prior to such date. The Class A-7 Certificates have no
Certificate Principal Balance.
NY1-191212.2
<PAGE>
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.
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
NY1-191212.2
<PAGE>
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
NY1-191212.2
<PAGE>
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.
NY1-191212.2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-7 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY
as Certificate Registrar
By:______________________________
Authorized Signatory
NY1-191212.2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
NY1-191618.2
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
AMENDMENT NO. 1
dated as of February 1, 1997
Amending the
POOLING AND SERVICING AGREEMENT
among the Company, the Master Servicer
and the Trustee
Dated as of June 1, 1996
to provide for the issuance of
Class A-23 Certificates
NY1-191618.2
<PAGE>
Mortgage Pass-Through Certificates
Series 1996-S15
NY1-191618.2
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 1st day of
February, 1997, to the Agreement (defined below). Capitalized
terms used herein shall have the meanings given thereto in the
Agreement.
WHEREAS, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (the
"Company"), RESIDENTIAL FUNDING CORPORATION (the "Master Servicer") and THE
FIRST NATIONAL BANK OF CHICAGO as trustee (the "Trustee") entered into a Pooling
and Servicing Agreement, dated as of June 1, 1996 (the "Agreement"), providing
for the issuance of Mortgage Pass-Through Certificates, Series 1996-S15; and
WHEREAS, Section 12.01(a)(vi) of the Agreement permits the amendment of
the Agreement by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders to provide for the Excess Spread to be
certificated and designated as a Class A Certificate;
WHEREAS, the Company and the Master Servicer wish to amend the
Agreement in order to provide for the Excess Spread to be certificated and
designated as Class A-23 and the Trustee consents to such amendment;
WHEREAS, the execution of this Amendment No. 1 has been duly
authorized by the Company and the Master Servicer; and
NOW THEREFORE, the Company, the Master Servicer and the Trustee hereby
agree as follows:
Section 1.
The following sections of the Agreement are hereby amended as listed:
Preliminary Statement:
A. The last sentence of the first paragraph of the Preliminary
Statement shall identify "the Class A-23 Certificates" as "regular interests" in
REMIC II rather than "the rights in and to the Excess Spread (as defined
herein)".
NY1-191618.2
<PAGE>
B. The table contained in the second paragraph of the
Preliminary Statement shall contain a line for Class A-23
containing the following information:
Designation: Class A-23
Pass-Through Rate: Variable
Aggregate Certificate Principal Balance: $0.00
Features: Variable Rate
Maturity Date: June 25, 2026.
Article I:
C. In the definition of "Accrued Certificate Interest":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-4
Certificates, Class A-22 Certificates and Class A-23
Certificates)";
(ii) the following sentence shall be included as the third
sentence such definition: "With respect to each Distribution Date, as
to the Class A-23 Certificates, one month's interest accrued during the
related Interest Accrual Period at the related Pass-Through Rate on the
Notional Amount thereof;" and
(ii) the phrase "second preceding sentence" in the last
sentence shall be replaced with the phrase "preceding sentence.
D. In the definition of "Certificate Principal Balance":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-4
Certificates and Class A-23 Certificates)"; and
(ii) the last sentence shall be replaced by the
following: "The Class A-4 Certificates and Class A-23
Certificates have no Certificate Principal Balance."
E. The definition of "Class A Certificate" shall include the
following phrase immediately following "Exhibit A": , and the Class
A-23 Certificates, executed by the Trustee and authenticated by the
NY1-191618.2
2
<PAGE>
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1.
F. The definition of "Excess Spread" shall be deleted.
G. The following sentence shall be included as the second
sentence of the definition of "Notional Amount": "As of any
Distribution Date, with respect to the Class A-23 Certificates, the
aggregate Certificate Principal Balance of all Classes of
Certificates immediately prior to such date."
H. The definition of "Owner or Holder" shall be deleted.
I. In the definition of "Pass-Through Rate":
(i) the parenthetical in the first sentence shall be
replaced with the following: "(other than the Class A-3, Class
A-4, Class A-22 and Class A-23 Certificates"); and
(ii) the following sentence shall be included: "With respect
to the Class A-23 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Spread Rates
of all Mortgage Loans in the Trust Fund as of the Due Date in the month
next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the close of
business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders
of the Certificates."
J. In the definition of "Percentage Interest":
(i) the parenthetical in the first sentence shall read "(other
than a Class A-4, Class A-23 or Class R Certificate)"; and
(ii) the second sentence shall also refer to a Class A-4 and
Class A-23 Certificate.
K. In the last sentence of the definition of "Qualified
Substitute Mortgage Loan" the reference to "Excess Spread" shall
NY1-191618.2
3
<PAGE>
instead refer to "Accrued Certificate Interest on the Class A-23
Certificates".
L. In the definition of "REMIC II", the reference "Owner of
the Excess Spread" shall instead refer to "Class A-23
Certificates".
M. The definition of "REMIC II Certificates" shall include
the Class A-23 Certificates.
N. Clause (vii) of the definition of "Uncertificated Accrued Interest"
shall be replaced with the following: "as to the Uncertificated REMIC I Regular
Interest Z, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-23 Certificates if the Pass-Through Rate on such Class were equal to the
Pass-Through Rate on Uncertificated REMIC I Regular Interest Z".
O. In the definition of "Voting Rights", the reference to
"Owner of the Excess Spread" shall instead refer to "Class A-23
Certificates".
Article II:
P. References in Section 2.06 to the "Owner of the Excess Spread" shall
instead refer to the "Class A-23 Certificateholder" and the reference to "Excess
Spread" shall instead refer to the "Class A-23 Certificates". The reference in
Section 2.07 to the "ownership interest in the Excess Spread" shall instead
refer to the "Class A-23 Certificate".
Article IV:
Q. The reference in Section 4.02(a)(y) to distributions to
the Owner of the Excess Spread shall be disregarded, and Section
4.02(a)(i) shall be deleted and replaced with the following:
(i) to the Class A Certificateholders (other than the Class
A-22 Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus
NY1-191618.2
4
<PAGE>
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date except as provided in the last paragraph of
this Section 4.02(a);
R. References in Section 4.02(e) and (f) to the "owner of the Excess
Spread" shall instead refer to the "Class A-23 Certificateholder" and the
parentheticals in Section 4.02(e) and the first parenthetical in Section 4.02(f)
shall include a reference to the Class A-23 Certificates.
S. Section 4.03(a)(xiii) shall include a reference to the
Pass-Through Rate on the Class A-23 Certificates.
T. References in Section 4.08 to the "Owner of the Excess
Spread" shall instead refer to the "Class A-23 Certificateholders"
and the reference to the "Excess Spread" shall instead refer to the
"Class A-23 Certificates."
Article V:
U. In the second sentence of the first paragraph of Section 5.01(a) the
phrase "other than the Class A-4 and Class R Certificates" shall be replaced
with the phrase "other than the Class A-4, Class A-23 and Class R Certificates"
and in the first sentence of the second paragraph of Section 5.01(a) the phrase
"The Class A-4 and Class R Certificates" shall be replaced with the phrase "The
Class A-4, Class A-23 and Class R Certificates."
V. In first paragraph of Section 5.01(b) the phrase "other than the
Class A-4 Certificates and Class A-22 Certificates" shall be replaced with the
phrase "other than the Class A-4 Certificates, Class A-22 Certificates and Class
A-23 Certificates."
Additional Amendments:
W. All other references throughout the Agreement to "Excess
Spread" or the "Owner" or "Holder" of Excess Spread shall be
disregarded.
X. Exhibit A will be amended to include Exhibit A hereto as
Exhibit A-1 to the Agreement.
Section 2.
NY1-191618.2
5
<PAGE>
This Amendment No. 1 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.
NY1-191618.2
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their officers thereunto duly authorized and their seal, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:/s/ Faye Wright
Name: Faye Wright
Title: Vice President
NY1-191618.2
7
<PAGE>
Attest:/s/ R. Tarnas
Name: R. Tarnas
Title: Vice President
NY1-191618.2
8
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Diane S. Wold, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191618.2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Randy Van Zee, 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.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
NY1-191618.2
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of February, 1997 before me, a notary public
in and for said State, personally appeared Faye Wright, known to me to be a Vice
President of The First National Bank of Chicago, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Darla R. Coulson
Notary Public
[Notarial Seal]
NY1-191618.2
<PAGE>
EXHIBIT A
FORM OF CLASS A-23 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 JUNE 27, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE, THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $1,350 OF OID PER $100,000 OF NOTIONAL AMOUNT, THE YIELD TO
MATURITY IS 15.28% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $16 PER $100,000 OF NOTIONAL AMOUNT, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.
NY1-191618.2
<PAGE>
Certificate No. ____ Variable Pass-Through Rate based
on a Notional Amount
Class A-23 Senior
Date of Pooling and Servicing
Agreement: Percentage Interest: 100%
June 1, 1996
Aggregate Notional Amount of the
Class A-23 Certificates:
$505,431,107.30
First Distribution Date:
March 25, 1997
Master Servicer:
Residential Funding
Corporation
Assumed Final
Distribution Date: CUSIP ___________
June 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S15
evidencing a percentage interest in the distributions allocable to the
Class A-23 Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or
NY1-191618.2
2
<PAGE>
GMAC Mortgage Corporation or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that RESIDENTIAL FUNDING CORPORATION is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to the Trust Fund consisting primarily of an
interest in a pool of conventional one-to four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Class A-23 Certificates on such Distribution Date. The
Notional Amount of the Class A-23 Certificates as of any date of determination
is equal to the aggregate Certificate Principal Balance of the Certificates of
all classes immediately prior to such date. The Class A-23 Certificates have no
Certificate Principal Balance.
NY1-191618.2
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<PAGE>
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.
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
NY1-191618.2
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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
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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.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-23 Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
