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) December 30, 1996
Residential Funding Mortgage Securities I, Inc. (as company under
a Pooling and Servicing Agreement dated as of December 1, 1996
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1996-S25)
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 2
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Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies) - The following execution
copies of Exhibits to the Form S-3 Registration Statement of the Registrant are
hereby filed:
Sequentially
Exhibit Numbered
Number Exhibit
Page
7(c) Pooling and Servicing Agreement, dated as of December 1, 1996 among
Residential Funding Mortgage Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and First Chicago National
Bank, as trustee.
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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.
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RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:/s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: December 30, 1996
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- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S25
- ----------------------------------------------------------------
- ----------------------------------------------------------------
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions........................................ 3
Accretion Termination Date.................... 3
Accrual Principal Distribution Amount......... 3
Accrued Certificate Interest.................. 3
Adjusted Mortgage Rate........................ 4
Advance....................................... 4
Affiliate..................................... 4
Agreement..................................... 4
Amount Held for Future Distribution........... 4
Appraised Value............................... 4
Assignment.................................... 5
Assignment Agreement.......................... 5
Assignment of Proprietary Lease............... 5
Available Distribution Amount................. 5
Bankruptcy Amount............................. 5
Bankruptcy Code............................... 5
Bankruptcy Loss............................... 5
Book-Entry Certificate........................ 6
Business Day.................................. 6
Buydown Funds................................. 6
Buydown Mortgage Loan......................... 6
Cash Liquidation.............................. 6
Certificate................................... 6
Certificate Account........................... 6
Certificate Account Deposit Date.............. 6
Certificateholder or Holder................... 6
Certificate Owner............................. 7
Certificate Principal Balance................. 7
Certificate Register and Certificate
Registrar..................................... 8
Class......................................... 8
Class A Certificate........................... 8
Class A-4 Component 1......................... 8
Class A-4 Component 2......................... 8
Class A-7 Component 1......................... 8
Class A-7 Component 2......................... 8
Class A-7 Component 3......................... 8
Class A-7 Component 4......................... 8
Class A-7 Component Z1........................ 9
Class A-7 Component Z2........................ 9
Class A-10 Collection Shortfall............... 9
Class A-10 Principal Distribution Amount...... 9
Class B Certificate........................... 9
Class B Percentage............................ 9
Class B-1 Percentage.......................... 9
Class B-1 Prepayment Distribution
Trigger....................................... 9
Class B-2 Percentage.......................... 10
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Page
Class B-2 Prepayment Distribution
Trigger....................................... 10
Class B-3 Percentage.......................... 10
Class B-3 Prepayment Distribution
Trigger....................................... 10
Class M Certificate........................... 10
Class M Percentage............................ 10
Class M-1 Percentage.......................... 10
Class M-2 Percentage.......................... 10
Class M-2 Prepayment Distribution
Trigger....................................... 11
Class M-3 Percentage.......................... 11
Class M-3 Prepayment Distribution
Trigger....................................... 11
Class R Certificate........................... 11
Class R-I Certificate......................... 11
Class R-II Certificate........................ 11
Closing Date.................................. 11
Code.......................................... 11
Combination Certificates...................... 11
Compensating Interest......................... 11
Component..................................... 12
Cooperative................................... 12
Cooperative Apartment......................... 12
Cooperative Lease............................. 12
Cooperative Loans............................. 12
Cooperative Stock............................. 12
Cooperative Stock Certificate................. 12
Corporate Trust Office........................ 12
Credit Support Depletion Date................. 13
Curtailment................................... 13
Custodial Account............................. 13
Custodial Agreement........................... 13
Custodian..................................... 13
Cut-off Date.................................. 13
Cut-off Date Principal Balance................ 13
Debt Service Reduction........................ 13
Defaulted Mortgage Loss....................... 13
Deficient Valuation........................... 13
Definitive Certificate........................ 13
Deleted Mortgage Loan......................... 13
Depository.................................... 13
Depository Participant........................ 14
Destroyed Mortgage Note....................... 14
Determination Date............................ 14
Discount Fraction............................. 14
Discount Mortgage Loan........................ 14
Disqualified Organization..................... 14
Distribution Date............................. 15
Due Date...................................... 15
Due Period.................................... 15
Eligible Account.............................. 15
Eligible Funds................................ 15
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Page
Event of Default.............................. 15
Excess Bankruptcy Loss........................ 15
Excess Fraud Loss............................. 16
Excess Special Hazard Loss.................... 16
Excess Spread................................. 16
Excess Subordinate Principal Amount........... 16
Extraordinary Events.......................... 16
Extraordinary Losses.......................... 17
FDIC.......................................... 17
FHLMC......................................... 17
Final Distribution Date....................... 17
Fitch......................................... 17
FNMA.......................................... 17
Foreclosure Profits........................... 17
Fraud Loss Amount............................. 17
Fraud Losses.................................. 18
Independent................................... 18
Initial Certificate Principal Balance......... 18
Initial Monthly Payment Fund.................. 18
Insurance Proceeds............................ 18
Insurer....................................... 18
Interest Accrual Period....................... 18
Late Collections.............................. 19
LIBOR......................................... 19
LIBOR Business Day............................ 19
Liquidation Proceeds.......................... 19
Loan-to-Value Ratio........................... 19
Lockout Prepayment Percentage................. 19
Lockout Scheduled Percentage.................. 19
Maturity Date................................. 19
Monthly Payment............................... 20
Moody's....................................... 20
Mortgage...................................... 20
Mortgage File................................. 20
Mortgage Loan Schedule........................ 20
Mortgage Loans................................ 21
Mortgage Note................................. 21
Mortgage Rate................................. 21
Mortgaged Property............................ 21
Mortgagor..................................... 21
Net Mortgage Rate............................. 21
Non-Discount Mortgage Loan.................... 21
Non-Primary Residence Loans................... 21
Non-United States Person...................... 21
Nonrecoverable Advance........................ 21
Nonsubserviced Mortgage Loan.................. 22
Notional Amount............................... 22
Officers' Certificate......................... 22
Opinion of Counsel............................ 22
Original Senior Percentage.................... 22
Outstanding Mortgage Loan..................... 22
Owner or Holder............................... 22
Ownership Interest............................ 23
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Page
PAC Certificates.............................. 23
PAC Principal Amount.......................... 23
Pass-Through Rate............................. 23
Paying Agent.................................. 23
Percentage Interest........................... 23
Permitted Investments......................... 23
Permitted Transferee.......................... 25
Person........................................ 25
Plan.......................................... 25
Planned Principal Balance..................... 25
Pool Stated Principal Balance................. 25
Prepayment Assumption......................... 25
Prepayment Distribution Percentage............ 25
Prepayment Distribution Trigger............... 27
Prepayment Interest Shortfall................. 27
Prepayment Period............................. 27
Primary Insurance Policy...................... 27
Principal Prepayment.......................... 27
Principal Prepayment in Full.................. 27
Program Guide................................. 27
Purchase Price................................ 27
Qualified Substitute Mortgage Loan............ 27
Rate Adjustment Date.......................... 28
Rating Agency................................. 28
Realized Loss................................. 28
Record Date................................... 29
Reference Banks............................... 29
Reference Bank Rate........................... 29
Regular Certificate........................... 29
REMIC......................................... 29
REMIC Administrator........................... 29
REMIC I....................................... 29
REMIC I Certificates.......................... 30
REMIC II...................................... 30
REMIC II Certificates......................... 30
REMIC Provisions.............................. 30
REO Acquisition............................... 30
REO Disposition............................... 30
REO Imputed Interest.......................... 30
REO Proceeds.................................. 30
REO Property.................................. 31
Request for Release........................... 31
Required Insurance Policy..................... 31
Residential Funding........................... 31
Responsible Officer........................... 31
Schedule of Discount Fractions................ 31
Security Agreement............................ 31
Seller........................................ 31
Seller's Agreement............................ 31
Senior Accelerated Distribution
Percentage.................................... 32
Senior Certificates........................... 32
Senior Interest Distribution Amount........... 33
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Page
Senior Percentage............................. 33
Senior Principal Distribution Amount.......... 33
Servicing Accounts............................ 33
Servicing Advances............................ 33
Servicing Fee................................. 33
Servicing Officer............................. 33
Special Hazard Amount......................... 33
Special Hazard Loss........................... 34
Spread Rate................................... 34
Standard & Poor's............................. 34
Stated Principal Balance...................... 34
Structured Amount............................. 35
Subordinate Percentage........................ 35
Subordinate Principal Distribution
Amount........................................ 35
Subserviced Mortgage Loan..................... 35
Subservicer................................... 35
Subservicer Advance........................... 35
Subservicing Account.......................... 35
Subservicing Agreement........................ 36
Subservicing Fee.............................. 36
Super Senior Optimal Principal
Distribution Amount........................... 36
Super Senior Percentage....................... 36
Tax Returns................................... 36
Transfer...................................... 36
Transferee.................................... 36
Transferor.................................... 36
Trust Fund.................................... 36
Uncertificated Accrued Interest............... 37
Uncertificated Pass-Through Rate.............. 37
Uncertificated REMIC I Regular Interest
S............................................. 37
Uncertificated REMIC I Regular Interest
T............................................. 37
Uncertificated REMIC I Regular Interest
U-1 and U-2................................... 37
Uncertificated REMIC I Regular Interest
V............................................. 37
Uncertificated REMIC I Regular Interests
W............................................. 37
Uncertificated REMIC I Regular Interest
X............................................. 38
Uncertificated REMIC I Regular Interest
Y............................................. 38
Uncertificated REMIC I
Regular Interest Z............................ 38
Uncertificated REMIC I Regular Interests...... 38
Uncertificated REMIC I Regular Interest
S Distribution Amount......................... 38
Uncertificated REMIC I Regular Interest
T Distribution Amount......................... 38
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Page
Uncertificated REMIC I Regular Interest
U-1 Distribution Amount....................... 38
Uncertificated REMIC I Regular Interest
U-2 Distribution Amount....................... 38
Uncertificated REMIC I Regular Interest
V Distribution Amount......................... 38
Uncertificated REMIC I Regular Interest
W Distribution Amount......................... 39
Uncertificated REMIC I Regular Interest
X Distribution Amount......................... 39
Uncertificated REMIC I Regular Interest
Y Distribution Amount......................... 39
Uncertificated REMIC I
Regular Interest Z Distribution Amount........ 39
Uncertificated REMIC I Regular Interest
Distribution Amounts.......................... 39
Uncertificated REMIC II
Regular Interests............................. 39
Uncertificated REMIC II
Regular Interests Distribution Amounts........ 39
Uniform Single Attestation Program for
Mortgage Bankers.............................. 40
Uninsured Cause............................... 40
United States Person.......................... 40
Variable Strip Certificates................... 40
Voting Rights................................. 40
Section 1Determination of LIBOR.................................. 40
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans....................... 42
Section 2.02. Acceptance by Trustee.............................. 46
Section 2Representations, Warranties and
Covenants of the Master Servicer and
the Company............................................. 48
Section 2.04. Representations and Warranties
of Sellers.............................................. 52
Section 2Issuance of Certificates
Evidencing Interests in REMIC I
Certificates............................................ 53
Section 2Conveyance of Uncertificated REMIC I
and REMIC II Regular Interests;
Acceptance by the Trustee............................... 54
Section 2Issuance of Certificates
Evidencing Interest in REMIC II......................... 54
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
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Page
Section 3.01. Master Servicer to Act as Servicer................. 55
Section 3Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations.................................... 56
Section 3Successor Subservicers.................................. 57
Section 3Liability of the Master Servicer........................ 57
Section 3No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of
the Excess Spread....................................... 58
Section 3Assumption or Termination of
Subservicing Agreements by Trustee...................... 58
Section 3Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account....................................... 58
Section 3.08. Subservicing Accounts;
Servicing Accounts...................................... 61
Section 3Access to Certain Documentation
and Information Regarding
the Mortgage Loans...................................... 62
Section 3Permitted Withdrawals from the
Custodial Account....................................... 62
Section 3Maintenance of the Primary Insurance
Policies; Collections Thereunder........................ 64
Section 3Maintenance of Fire Insurance and
Omissions and Fidelity Coverage......................... 65
Section 3Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments......................... 66
Section 3.14. Realization Upon Defaulted
Mortgage Loans.......................................... 68
Section 3Trustee to Cooperate;
Release of Mortgage Files............................... 70
Section 3Servicing and Other Compensation;
Compensating Interest................................... 72
Section 3.17. Reports to the Trustee
and the Company......................................... 73
Section 3Annual Statement as to Compliance....................... 73
Section 3Annual Independent Public
Accountants' Servicing Report........................... 73
Section 3Rights of the Company in Respect
of the Master Servicer.................................. 74
Section 3.21. Administration of Buydown Funds.................... 74
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account................................ 76
Section 4.02. Distributions...................................... 76
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Page
Section 4Statements to Certificateholders and
the Owner of the Excess Spread.......................... 87
Section 4Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer.................................. 89
Section 4.05. Allocation of Realized Losses...................... 91
Section 4Reports of Foreclosures and
Abandonment of Mortgaged Property....................... 92
Section 4Optional Purchase of Defaulted
Mortgage Loans.......................................... 93
Section 4Distributions on the Uncertificated
REMIC I and REMIC II
Regular Interests....................................... 93
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates................................... 96
Section 5Registration of Transfer and
Exchange of Certificates and
Restrictions on Transfer of Excess
Spread.................................................. 98
Section 5Mutilated, Destroyed, Lost or Stolen
Certificates............................................103
Section 5Persons Deemed Owners...................................103
Section 5Appointment of Paying Agent.............................103
Section 5Optional Purchase of Certificates.......................104
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6Respective Liabilities of the
Company and the Master Servicer.........................106
Section 6Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer............................106
Section 6Limitation on Liability of the
Company, the Master Servicer and
Others..................................................107
Section 6Company and Master
Servicer Not to Resign..................................108
ARTICLE VII
DEFAULT
Section 7Events of Default.......................................109
Section 7Trustee or Company to Act;
Appointment of Successor................................111
Section 7Notification to Certificateholders......................111
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Section 7.04. Waiver of Events of Default........................112
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee..................................113
Section 8Certain Matters Affecting the
Trustee.................................................114
Section 8Trustee Not Liable for Certificates
or Mortgage Loans.......................................116
Section 8Trustee May Own Certificates............................116
Section 8Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification......................116
Section 8Eligibility Requirements for Trustee
.......................................................117
Section 8Resignation and Removal of the
Trustee.................................................118
Section 8Successor Trustee.......................................119
Section 8Merger or Consolidation of Trustee......................119
Section 8Appointment of Co-Trustee or
Separate Trustee........................................119
Section 8Appointment of Custodians...............................120
Section 8Appointment of Office or Agency.........................121
ARTICLE IX
TERMINATION
Section 9Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans.......................122
Section 9Termination of REMIC II.................................124
Section 9Additional Termination Requirements.....................124
ARTICLE X
REMIC PROVISIONS
Section 1REMIC Administration....................................126
Section 1Master Servicer, REMIC Administrator
and Trustee Indemnification.............................129
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1Amendment...............................................131
Section 1Recordation of Agreement;
Counterparts............................................133
Section 1Limitation on Rights
of Certificateholders...................................134
Section 1Governing Law...........................................134
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Section 1Notices.................................................135
Section 1Notices to Rating Agency................................135
Section 1Severability of Provisions..............................136
Section 11.08. Supplemental Provisions for
Resecuritization........................................136
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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit LForm of Rule 144A Investment Representation Letter
Exhibit MText of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit OForm of Lender Certification for Assignment of
Mortgage Loan
Exhibit PSchedule of Discount Fractions
Exhibit Q: Planned Principal Balances
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This is a Pooling and Servicing Agreement, dated as of December 1,
1996, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee (together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of REMIC I (as defined herein), and subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly Payment Fund),
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as "REMIC I." The
Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions (as defined herein) under the
federal income tax law. A segregated pool of assets consisting of the
Uncertificated REMIC II Regular Interests will be designated as "REMIC II," and
the Master Servicer will make a separate REMIC election with respect thereto.
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 M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 Certificates and Uncertificated REMIC II Regular Interests
and the rights in and to the Excess Spread (as defined herein) will be "regular
interests" in REMIC II, and the Class R-II Certificates will be the sole class
of "residual interests" therein for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.
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The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
Aggregatea Initial
Certificate
Pass-Through Principal
Designation Rate Balance
Class A-1 7.25% $ 25,623,000.00
Class A-2 Adjustable Rate $ 38,194,000.00
Class A-3 Adjustable Rate $ 0.00
Class A-4 6.75% $ 41,309,000.00
Class A-5 7.25% $ 25,013,000.00
Class A-6 6.75% $ 7,805,000.00
Class A-7 See Below $ 39,464,000.00
Class A-8 7.75% $ 12,000,000.00
Class A-9 7.65% $ 10,690,000.00
Class A-10 0.00% $ 763,154.95
Class R-I 7.75% $ 100.00
Class R-II 7.75% $ 100.00
Class M-1 7.75% $ 4,251,000.00
Class M-2 7.75% $ 3,188,300.00
Class M-3 7.75% $ 2,125,500.00
Class B-1 7.75% $ 850,200.00
Class B-2 7.75% $ 425,000.00
Class B-3 7.75% $ 850,222.04
Maturity Initial Ratings
Designation Features Date S&P Fitch
Class A-1 PAC/Senior Decembera28,a2026 AAA AAA
Class A-2 Floater/Senior Decembera28,a2026 AAA AAA
Class A-3Inverse Floater/Interest Decembera28,a2026 AAAr AAA
Only/Senior
Class A-4 Combination/Senior Decembera28,a2026 AAA AAA
(See Below)
Class A-5 Senior Decembera28,a2026 AAA AAA
Class A-6 Accretion Directed/Senior Decembera28,a2026 AAA AAA
Class A-7 Combination/Super Senior Decembera28,a2026 AAA AAA
(See Below)
763,154.95
Class A-8 Lockout/Senior Decembera28,a2026 AAA AAA
Class A-9 Lockout/Senior Support/Senior Decembera28,a2026 AAA AAA
Class A-10 Principal Only/Senior Decembera28,a2026 AAAr AAA
Class R-I Residual/Senior Decembera28,a2026 AAA AAA
Class R-II Residual/Senior Decembera28,2026 AAA AAA
Class M-1 Mezzanine Decembera28,a2026 N/A AA
Class M-2 Mezzanine Decembera28,a2026 N/A A
Class M-3 Mezzanine Decembera28,a2026 N/A BBB
100.00
Class B-1 Subordinate Decembera28,a2026 N/A BB
Class B-2 Subordinate Decembera28,a2026 N/A B
Class B-3 Subordinate Decembera28,a2026 N/A N/A
The Class A-4 and Class A-7 Certificates are comprised of the following
Components having the following designations, interest rates, initial amounts
and features:
Pass-Through Initial
Designation Rate Amount Features
Class A-4 Componenta1 6.7$% 30,479,000.00 Accretion Directed/Companion/Senior
Class A-4 Componenta2 6.7$% 10,830,000.00 Accretion Directed/Senior
Class A-7 ComponentaZ1 7.2$% 14,370,000.00 Accrual/Companion/Super Senior
Class A-7 ComponentaZ2 7.7$% 25,094,000.00 Accrual/Super Senior
Class A-7 Componenta1 0.5$% 0.00 Interest Only/Super Senior
Class A-7 Componenta2 1.0$% 0.00 Interest Only/Super Senior
Class A-7 Componenta3 1.0$% 0.00 Interest Only/Super Senior
Class A-7 Componenta4 0.1$% 0.00 Interest Only/Super Senior
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to approximately $212,551,576.99. The Mortgage Loans are fixed rate
mortgage loans having terms to maturity at origination or modification of not
more than approximately 30 years.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date: With respect to Class A-7 Component Z1 the
earlier to occur of (i) the Distribution Date on which the Component principal
amount of the Class A-4 Component 1 has been reduced to zero and (ii) the Credit
Support Depletion Date. With respect to Class A-7 Component Z2, the earlier to
occur of (i) the Distribution Date on which the Certificate Principal Balance of
the Class A-6 Certificates has been reduced to zero and (ii) the Credit Support
Depletion Date.
Accrual Principal Distribution Amount: As defined in
Section 4.02(a)(ii)(Y)(D).
Accrued Certificate Interest: With respect to each Distribution Date,
as to any Class A Certificate (other than the Class A-3 Certificates, Class A-7
Certificates, Class A-10 Certificates and any Variable Strip Certificates), any
Class M Certificate, any Class B Certificate or any Class R Certificate,
interest accrued during the related Interest Accrual Period at the
then-applicable related Pass-Through Rate on the Certificate Principal Balance
thereof immediately prior to such Distribution Date. With respect to each
Distribution Date, as to the Class A-3 Certificates, interest accrued during the
then-applicable related Interest Accrual Period at the related Pass-Through Rate
on the related Notional Amount thereof immediately prior to such Distribution
Date. With respect to each Distribution Date, as to any Class A-7 Certificate,
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the amount of each component thereof (or the Notional
Amount thereof in the case of the Class A-7 Component 1, Class A-7 Component 2,
Class A-7 Component 3 and Class A-7 Component 4) immediately prior to such
Distribution Date. With respect to each Distribution Date, as to any Variable
Strip Certificates, one month's interest at the related Pass-Through Rate on the
Notional Amount thereof. Accrued Certificate Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates, or Component will be reduced
by the amount of (i) Prepayment Interest Shortfalls (to the extent not offset by
the Master Servicer with a payment of Compensating Interest as provided in
Section 4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses (including Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses) not allocated solely to one
or more specific Classes of Certificates pursuant to Section 4.05, (iii) the
interest portion of Advances previously made with respect to a Mortgage Loan or
REO Property which remained
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unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates and to the
Excess Spread in proportion to their respective amounts of Accrued Certificate
Interest and the amount of Excess Spread payable on such Distribution Date which
would have resulted absent such reductions.
In addition to that portion of the reductions described in the preceding
sentence that are allocated to any Class of Class B Certificates or any Class of
Class M Certificates, Accrued Certificate Interest on such Class of Class B
Certificates or such Class of Class M Certificates will be reduced by the
interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that are
allocated solely to such Class of Class B Certificates or such Class of Class M
Certificates pursuant to Section 4.05. The Class A-10 Certificates receive no
distributions of Accrued Certificate Interest.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04, 3.21 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
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payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement dated
December 30, 1996 between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan,
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to
Section 3.12(a) and (iv) any amount deposited in the Certificate Account
pursuant to Sections 2.01(f) and 4.07, reduced by (b) the sum as of the close of
business on the immediately preceding Determination Date of (w) aggregate
Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05.
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The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Book-Entry Certificate: Any Certificate registered in the
name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is paid out of related Buydown Funds in
accordance with a related buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good
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faith expects to be finally recoverable with respect to such
Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates and the
Owner of the Excess Spread, Series 1996-S25" and which must be an Eligible
Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R-I
Certificate or Class R-II Certificate for purposes hereof and, solely for the
purpose of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R-I Certificate or Class R-II Certificate,
registered in the name of the Company, the Master Servicer or any Subservicer or
any Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or direction has been obtained. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to recognize as a
"Holder" or "Certificateholder" only the Person in whose name a Certificate is
registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than any Variable Strip Certificate) and Class R Certificate, on any date
of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Certificate as specified on the face thereof, plus (ii) in the
case of each Class A-7 Certificate, an amount equal to the aggregate amount of
Accrued Certificate Interest added to the amount of the Class A-7 Component Z1
and Class A-7 Component Z2 on each Distribution Date on or prior to the related
Accretion Termination Date pursuant to Section 4.02(f) minus (iii) the sum of
(x) the aggregate of all
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amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
or amount thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05. With
respect to each Class M Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided,
that if the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of each Class M Certificate
of those Class M Certificates outstanding with the highest numerical designation
at any given time shall thereafter be calculated to equal the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding. The
Variable Strip Certificates will have no Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
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Class A-9 or Class A-10 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
A, each such Certificate evidencing an interest designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions.
Class A-4 Component 1: With respect to the Class A-4 Certificates, on
any date of determination, an amount equal to (i) $30,479,000 minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to the
Class A-4 Certificates and applied to reduce the Class A-4 Component 1 pursuant
to Section 4.02(b), and (y) the aggregate of all reductions in the Class A-4
Component 1 deemed to have occurred in connection with Realized Losses which
were previously allocated to the Class A-4 Component 1 pursuant to Section 4.05.
Class A-4 Component 2: With respect to the Class A-4 Certificates, on
any date of determination, an amount equal to (i) $10,830,000 minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to the
Class A-4 Certificates and applied to reduce the Class A-4 Component 2 pursuant
to Section 4.02(b), and (y) the aggregate of all reductions in the Class A-4
Component 2 deemed to have occurred in connection with Realized Losses which
were previously allocated to the Class A-4 Component 2 pursuant to Section 4.05.
Class A-7 Component 1: With respect to the Class A-7 Certificates, the
Component 1 thereof having a Notional Amount as set forth in this Agreement and
entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement.
Class A-7 Component 2: With respect to the Class A-7 Certificates, the
Component 2 thereof having a Notional Amount as set forth in this Agreement and
entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement.
Class A-7 Component 3: With respect to the Class A-7 Certificates, the
Component 3 thereof having a Notional Amount as set forth in this Agreement and
entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement.
Class A-7 Component 4: With respect to the Class A-7 Certificates, the
Component 4 thereof having a Notional Amount as set forth in this Agreement and
entitled to distributions of interest (but not principal) to the extent set
forth in this Agreement.
Class A-7 Component Z1: With respect to the Class A-7 Certificates, on
any date of determination, an amount equal to the sum of (i) $14,370,000 and
(ii) an amount equal to the aggregate amount of Accrued Certificate Interest
added to the Class A-7 Component Z1 on each Distribution Date on or prior to the
related
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Accretion Termination Date pursuant to Section 4.02(f) minus (iii) the sum of
(x) the aggregate of all amounts previously distributed with respect to the
Class A-7 Certificates and applied to reduce the Class A-7 Component Z1 deemed
to have occurred in connection with Realized Losses which were previously
allocated to the Class A-7 Component Z1 pursuant to Section 4.05.
Class A-7 Component Z2: With respect to the Class A-7 Certificates, on
any date of determination, an amount equal to the sum of (i) $25,094,000 and
(ii) an amount equal to the aggregate amount of Accrued Certificate Interest
added to the Class A-7 Component Z2 on each Distribution Date on or prior to the
related Accretion Termination Date pursuant to Section 4.02(f) minus (iii) the
sum of (x) the aggregate of all amounts previously distributed with respect to
the Class A-7 Certificates and applied to reduce the Class A-7 Component Z2
pursuant to Section 4.02(b), and (y) the aggregate of all reductions in the
Class A-7 Component Z2 deemed to have occurred in connection with Realized
Losses which were previously allocated to the Class A-7 Component Z2 pursuant to
Section 4.05.
Class A-10 Collection Shortfall: With respect to the Cash Liquidation
or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-10 Principal Distribution Amount: As defined in
Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal
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Balance of all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or equal to 1.00%.
Class B-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2 Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.60%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all the Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.40%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of
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all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 3.50%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date is greater than or equal to
2.00%.
Class R Certificate: Any one of the Class R-I Certificates or
Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
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Exhibit D and evidencing an interest designated as a "residual interest" in
REMIC II for purposes of the REMIC Provisions.
Closing Date: December 30, 1996.
Code: The Internal Revenue Code of 1986.
Combination Certificates: Any one of the Class A-4
Certificates or Class A-7 Certificates.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders and the Owner of the
Excess Spread with respect to such Distribution Date and servicing compensation
to which the Master Servicer may be entitled pursuant to Section 3.10(a)(v) and
(vi); provided that for purposes of this definition the amount of the Servicing
Fee will not be reduced pursuant to Section 7.02 except as may be required
pursuant to the last sentence of such Section.
Component: Any one of the Class A-4 Component 1, Class A-4 Component 2,
Class A-7 Component Z1, Class A-7 Component Z2, Class A-7 Component 1, Class A-7
Component 2, Class A-7 Component 3 or Class A-7 Component 4.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the Mortgagor
has an exclusive right to occupy pursuant to the terms of a
proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar
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instrument), and ancillary thereto, a recognition agreement between the
Cooperative and the originator of the Cooperative Loan, each of which was
transferred and assigned to the Trustee pursuant to Section 2.01 and are from
time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single outstanding class of stock, partnership interest or other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative
Loan, the stock certificate or other instrument evidencing the
related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at One First National Plaza, Suite-0126, Chicago, Illinois
60670-0126, Attention:
Residential Funding Corporation Series 1996-S25.
Credit Support Depletion Date: The first Distribution Date on
which the Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor
which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into
among the Company, the Master Servicer, the Trustee and a Custodian
in substantially the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial
Agreement.
Cut-off Date: December 1, 1996.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
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Defaulted Mortgage Loss: With respect to any Mortgage Loan, any loss
that is attributable to the Mortgagor's failure to make any payment of principal
or interest as required under the Mortgage Note, except that such loss shall not
include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss
or other loss resulting from damage to the related Mortgaged Property.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of
which was permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 7.75% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 7.75%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of less than 7.75%
per annum and any Mortgage Loan deemed to be a Discount Mortgage
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Loan pursuant to the definition of Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause REMIC I or REMIC II or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such
Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first
day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which
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such account is maintained, or (iii) in the case of the Custodial Account,
either (A) a trust account or accounts maintained in the corporate trust
department of The First National Bank of Chicago or (B) an account or accounts
maintained in the corporate asset services department of The First National Bank
of Chicago, as long as its short term debt obligations are rated P-1 (or the
equivalent) or better by each Rating Agency and its long term debt obligations
are rated A2 (or the equivalent) or better, by each Rating Agency, or (iv) in
the case of the Certificate Account, a trust account or accounts maintained in
the corporate trust division of The First National Bank of Chicago, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates and the Excess Spread, (ii) the Senior Principal Distribution
Amount (determined without regard to Section 4.02(a)(ii)(Y)(E) hereof), (iii)
the Class A-10 Principal Distribution Amount (determined without regard to
Section 4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Spread: With respect to any Distribution Date, the aggregate of
one month's interest on the Stated Principal Balance of each Mortgage Loan at
the applicable Spread Rate, with respect to such Mortgage Loan calculated on the
basis of a 360-day year consisting of twelve 30-day months and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions. Excess Spread on any Distribution Date will be reduced by the
interest shortfalls described in clauses (i) through (iv) of the definition of
Accrued Certificate Interest, to the extent allocated thereto pursuant to the
provisions of such definition.
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Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combatting or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any authority maintaining or
using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering,
combatting or defending against such an occurrence, seizure or
destruction under quarantine or customs regulations, confiscation by
order of any government or public authority; or risks of contraband or
illegal transportation or trade.
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Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (Y) prior to the first anniversary of the Cut-off Date
an amount equal to 2.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the first to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date
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up to such date of determination. On and after the fifth anniversary of the
Cut-off Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was
fraud in the origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy
or any successor thereto or the named insurer in any replacement
policy.
Interest Accrual Period: With respect to any Certificate, other than
any Class A-2 Certificate and Class A-3 Certificate, and any Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
With respect to any Class A-2 Certificate or Class A-3 Certificate and any
Distribution Date, the period commencing on the 25th day of the month
immediately preceding the month in which such Distribution Date occurs and
ending on the 24th day of the month in which such Distribution Date occurs.
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Notwithstanding the foregoing, the distributions of interest on any Distribution
Date and the calculation of Accrued Certificate Interest for all Classes of
Certificates including the Class A-2 Certificates and Class A-3 Certificates
will reflect interest accrued, and receipts with respect thereto, on the
Mortgage Loans for the preceding calendar month, as may be reduced in accordance
with the definition of Accrued Certificate Interest.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not
previously recovered.
LIBOR: With respect to any Distribution Date and the Pass-Through Rates
on the Class A-2 Certificates and Class A-3 Certificates, expressed on a per
annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the city of London, England are
required or authorized by law to be closed.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Prepayment Percentage: As of any Distribution Date occurring
prior to the Distribution Date in January 2002, 0%. As of any Distribution Date
occurring after the first five years following the Closing Date as follows: for
any Distribution Date during the sixth year after the Closing Date, 30%; for any
Distribution Date during the seventh year after the Closing Date, 40%; for any
Distribution Date during the eighth year after the Closing Date, 60%; for any
Distribution Date during the ninth year after the Closing Date, 80%; and for any
Distribution Date thereafter, 100%.
Lockout Scheduled Percentage: As of any Distribution Date
occurring prior to the Distribution Date in January 2002, 0%, and as
of any Distribution Date occurring in or after January 2002, 100%.
Maturity Date: With respect to (i) a Class of Certificates
(other than the Variable Strip Certificates which have no
Certificate Principal Balance) representing a regular interest in
the Trust Fund or (ii) an Uncertificated REMIC Regular Interest, the
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latest possible maturity date, solely for purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, by which the Certificate
Principal Balance of each Class of Certificates representing a regular interest
in REMIC II and the principal balance of each REMIC I Regular Interest and the
rights to the Excess Spread would be reduced to zero, which is December 28,
2026, the Distribution Date immediately following the latest scheduled maturity
date of any Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto
as Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN
#");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
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(viii) the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL
P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
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Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured by second or vacation residences, or by non-owner occupied
residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee promptly following such
determination.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is not subject to a Subservicing
Agreement.
Notional Amount: As of any Distribution Date, (i) with respect to the
Class A-3 Certificates, the Certificate Principal Balance of the Class A-2
Certificates immediately prior to such date, (ii) with respect to the Class A-7
Component 1, the principal amount of the Class A-4 Component 1 immediately prior
to such date, (iii) with respect to the Class A-7 Component 2, the principal
amount of the Class A-4 Component 2 immediately prior to such date, (iv) with
respect to the Class A-7 Component 3, the Certificate Principal Balance of the
Class A-6 Certificates immediately prior to such date, (v) with respect to the
Class A-7 Component 4, the Certificate Principal Balance of the Class A-9
Certificates immediately prior to such date, or (vi) with respect to any class
of Variable Strip Certificates, the aggregate Stated Principal Balance of the
Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests
represented by such Class of Variable Strip Certificates.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable
to the Trustee and the Master Servicer, who may be counsel for the
Company or the Master Servicer, provided that any opinion of counsel
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(i) referred to in the definition of "Disqualified Organization" or (ii)
relating to the qualification of the Trust Fund as a REMIC or compliance with
the REMIC Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage,
the numerator of which is the aggregate Initial Certificate Principal Balance of
the Class A Certificates (excluding the Certificate Principal Balance of the
Class A-10 Certificates) and Class R Certificates and the denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans (other than the
related Discount Fraction of the Discount Mortgage Loans), which is
approximately 94.48% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04, 3.21 or 4.07.
Owner or Holder: With respect to the Excess Spread, Residential
Funding, as the owner of all right, title and interest in and to the Excess
Spread. Solely for the purpose of giving any consent or direction pursuant to
this Agreement, as long as Residential Funding or any Affiliate thereof is
Master Servicer and the Excess Spread remains uncertificated, the Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Voting Rights necessary to effect any such consent or
direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PAC Certificates: Any one of the Class A-1 Certificates.
PAC Principal Amount: As defined in Section 4.02(b)(v)(A).
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-2 Certificates, Class A-3 Certificates, Class A-10 Certificates and
any Variable Strip Certificates), Class M Certificates, Class B Certificates and
Class R Certificates and any Distribution Date, the per annum rate set forth in
the Preliminary Statement hereto. With respect to the Class A-2 Certificates and
the initial Interest Accrual Period, 5.9750% per annum, and as to any Interest
Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.60%, subject
to a maximum rate of 9.00% per annum and a minimum rate of 0.60% per annum. With
respect to the Class A-3 Certificates and the initial Interest Accrual Period,
3.0250% per annum, and as to any Interest Accrual Period thereafter, a per annum
rate equal to (i) 8.40% minus (ii) LIBOR, subject to a maximum rate of 8.40% per
annum and a minimum rate of 0.00% per annum. With respect to any Class of
Variable Strip Certificates and
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any Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Spread Rates of all Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class of Variable
Strip Certificates as of the Due Date in the month next preceding the month in
which such Distribution Date occurs, weighted on the basis of the respective
Stated Principal Balances of such Mortgage Loans, which Stated Principal
Balances shall be the Stated Principal Balances of such Mortgage Loans at the
close of business on the immediately preceding Distribution Date after giving
effect to distributions thereon allocable to principal to the Holders of the
Certificates. The Class A-10 Certificates have no Pass-Through Rate and are not
entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any
successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a
Class R Certificate), the undivided percentage ownership interest in the related
Class evidenced by such Certificate, which percentage ownership interest shall
be equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or instrumentality thereof
when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations of the
party agreeing to repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository
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institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have
been rated by each Rating Agency in its highest short-term rating
available; and provided further that, if the only Rating Agency is
Standard & Poor's and if the depository or trust company is a principal
subsidiary of a bank holding company and the debt obligations of such
subsidiary are not separately rated, the applicable rating shall be
that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch
of a foreign depository institution or trust company shall exceed 30
days, the short-term rating of such institution shall be A-1+ in the
case of Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment
fund rated by each Rating Agency in its highest long-term
rating available; and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
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Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: Any employee benefit plan and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, and Keogh
plans, and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to the prohibited transaction and fiduciary responsibility
provisions of ERISA and Section 4975 of the Code.
Planned Principal Balance: With respect to the PAC
Certificates, the amount set forth for such Class on such
Distribution Date on Exhibit Q hereto.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Prepayment Assumption: A prepayment assumption of 250% of the standard
prepayment assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.2% per annum of the then outstanding principal
balance of such mortgage loans in the first month of the life of the mortgage
loans, increasing by an additional 0.2% per annum in each succeeding month until
the thirtieth month, and a constant 6% per annum rate of prepayment thereafter
for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date
in January 2002 (unless the Certificate Principal Balances of the
Senior Certificates, other than the Class A-10 Certificates have been
reduced to zero), in the case of each Class of Class M Certificates and
each Class of Class B Certificates, 0%.
(ii) For any Distribution Date on which any Class of
Class M or Class B Certificates are outstanding not discussed
in clause (i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation, or
in the event the Class M Certificates are no longer
outstanding, the Class of Class B Certificates then
outstanding with the lowest
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numerical designation and each other Class of Class M
Certificates and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which
is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of which
is the sum of the Certificate Principal Balances immediately
prior to such date of (1) the Class of Class M Certificates
then outstanding with the lowest numerical designation, or
in the event the Class M Certificates are no longer
outstanding, the Class of Class B Certificates then
outstanding with the lowest numerical designation and (2)
all other Classes of Class M Certificates and Class B
Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 (determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater than the
remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M Certificates and Class B Certificates (any
such Class, a "Non-Maturing Class") shall be recalculated in accordance
with the provisions in paragraph (ii) above, as if the Certificate
Principal Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a) of
this sentence, expressed as an aggregate percentage, shall be allocated
among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so
allocated to any Non-Maturing Class, the "Adjustment Percentage"); and
(d) for purposes of such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the sum of (1)
the Prepayment Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii) above as if the
Certificate Principal Balance
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of each Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the Net Mortgage Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar
month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 3.21 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or at
the Net Mortgage Rate in the case of a purchase made by the Master Servicer) on
the Stated Principal Balance thereof to the first day of the month following the
month of purchase from the Due Date to which interest was last paid by the
Mortgagor.
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Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Spread Rate equal to or greater than that of the Deleted Mortgage
Loan. Notwithstanding any other provisions herein, (x) with respect to any
Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which
was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be
deemed to be a Discount Mortgage Loan and to have a Discount Fraction equal to
the Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Spread Rate" of any Qualified Substitute Mortgage Loan as calculated pursuant
to the definition of "Spread Rate" is greater than the Spread Rate of the
related Deleted Mortgage Loan (i) the Spread Rate of such Qualified Substitute
Mortgage Loan shall be equal to the Spread Rate of the related Deleted Mortgage
Loan for purposes of calculating the Excess Spread or Accrued Certificate
Interest or any Class of Variable Strip Certificates and (ii) the excess of the
Spread Rate on such Qualified Substitute Mortgage Loan as calculated pursuant to
the definition of "Spread Rate" over the Spread Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
Rate Adjustment Date: With respect to each Distribution Date and the
Class A-2 Certificates and Class A-3 Certificates, the LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period.
Rating Agency: Fitch and Standard & Poor's with respect to the Class A
Certificates and Class R Certificates and Fitch with respect to the Class M-1,
Class M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either agency or
a successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
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Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to the
Certificateholders and the Owner of the Excess Spread up to the last day of the
month in which the Cash Liquidation (or REO Disposition) occurred on the Stated
Principal Balance of such Mortgage Loan (or REO Property) outstanding during
each Due Period that such interest was not paid or advanced, minus (iii) the
proceeds, if any, received during the month in which such Cash Liquidation (or
REO Disposition) occurred, to the extent applied as recoveries of interest at
the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion
thereof reimbursable to the Master Servicer or any Subservicer with respect to
related Advances or expenses as to which the Master Servicer or Subservicer is
entitled to reimbursement thereunder but which have not been previously
reimbursed. With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Reference Banks: Bankers Trust Company, Barclays Bank PLC,
The Bank of Tokyo and National Westminster Bank PLC and their
successors in interest.
Reference Bank Rate: With respect to any Interest Accrual Period, as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits
which are offered by the Reference Banks as of 11:00 A.M., London, England time,
on the LIBOR Business Day prior to the first day of such Interest Accrual Period
to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the sum of the outstanding Certificate Principal
Balance and the Class A-2 Certificates; provided that at least two such
Reference Banks provide such rate.
If fewer than two offered rates appear, the Reference Bank Rate will be the
arithmetic mean (rounded upwards, if necessary, to the nearest 1/16%) of the
rates quoted by one or more banks in New York City, selected by the Trustee
after consultation with the Master Servicer, as of 11:00 A.M., New York time, on
such date for loans in U.S. Dollars to leading European banks for a period of
one month in amounts approximately equal to the aggregate Certificate Principal
Balance of the Class A-2 Certificates. If no such quotations can be obtained,
the Reference Bank Rate shall be the Reference Bank Rate applicable to the
preceding Interest Accrual Period.
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Regular Certificate: Any of the Certificates other than a
Class R-I Certificate or Class R-II Certificate.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage
Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall
be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to
the Trust Fund,
(iii) property which secured a Mortgage Loan and which has
been acquired for the benefit of the
Certificateholders and the Owner of the Excess
Spread by foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and
Primary Insurance Policies, if any, and certain
proceeds thereof.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for
the benefit of the holders 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 M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and the Owner of the
Excess Spread and Class R-II Certificates pursuant to Section 2.06, with respect
to which a separate REMIC election is to be made.
REMIC II Certificates: Any 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 M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the
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Code, and related provisions, and temporary and final regulations (or, to the
extent not inconsistent with such temporary or final regulations, proposed
regulations) and published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of
the Trustee for the benefit of the Certificateholders and the Owner of the
Excess Spread of any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
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Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator in
the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to such
Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to
any Distribution Date, the percentage indicated below:
Distribution Date
Senior Accelerated
Distribution Percentage
January 1997 through
December 2001..............................................
100%
January 2002 through
December 2002..............................................
Senior Percentage, plus 70% of the
Subordinate Percentage
January 2003 through
December 2003..............................................
Senior Percentage, plus 60% of the
Subordinate Percentage
January 2004 through
December 2004..............................................
Senior Percentage, plus 40% of the
Subordinate Percentage
January 2005 through
December 2005..............................................
Senior Percentage, plus 20% of the
Subordinate Percentage
January 2006 and
thereafter.................................................
Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter)
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after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the Class M
Certificates and Class B Certificates or (b)(1) the outstanding principal
balance of Mortgage Loans delinquent 60 days or more averaged over the last six
months, as a percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and (2)
Realized Losses on the Mortgage Loans to date for such Distribution Date are
less than 10% of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Certificate Principal Balance of the Class A-10 Certificates) to zero, the
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or
Class R Certificates.
Senior Interest Distribution Amount: As defined in
Section 4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100% and
a fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the
Certificate Principal Balance of the Class A-10 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), 4.02(a)(xvi) and
(xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
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obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,162,465 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 42.6% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
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The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Spread Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 7.75%
per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Structured Amount: As defined in Section 4.02(b)(v).
Subordinate Percentage: As of any Distribution Date, 100%
minus the Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
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Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments with respect to the Discount
Mortgage Loans) to the extent not payable to the Class A Certificates and Class
R Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into
a Subservicing Agreement and who generally satisfied the requirements set forth
in the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer
in accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program Guide or in such other
form as has been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
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Super Senior Optimal Principal Distribution Amount: With respect to any
Distribution Date occurring on or after the Credit Support Depletion Date, the
product of (a) the then applicable Super Senior Percentage and (b) the sum of
the amounts contained in Sections 4.02(a)(ii)(Y)(A), 4.02(a)(ii)(Y)(B),
4.02(a)(ii)(Y)(C), 4.02(a)(ii)(Y)(E) and 4.02(a)(ii)(Y)(F).
Super Senior Percentage: As of any Distribution Date occurring on or
after the Credit Support Depletion Date, the fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of the Class A-7 Certificates immediately prior to such Distribution
Date and the denominator of which is the aggregate Certificate Principal Balance
of all Senior Certificates (other than the Certificate Principal Balance of the
Class A-10 Certificates) immediately prior to such Distribution Date.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders and the
Owner of the Excess Spread or filed with the Internal Revenue Service or any
other governmental taxing authority under any applicable provisions of federal,
state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership Interest
in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: REMIC I and REMIC II.
Uncertificated Accrued Interest: With respect to each Distribution Date
and as to each Uncertificated REMIC I Regular Interest, the aggregate amount of
interest accrued thereon during the related Interest Accrual Period at the
related Uncertificated Pass-Through Rate.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests S, T, U-1, U-2, V, W, X, Y and Z,
7.25%, 9.00%, 7.25%, 7.75%, 7.75%, 7.75%, 7.75%, 0%, and the weighted average of
the Spread Rates for the Mortgage Loans, respectively.
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Uncertificated REMIC I Regular Interest S: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1 Certificates, Class A-5
Certificates and the Class A-7 Certificates ( to the extent of the Class A-7
Component Z1) and the denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which bears interest at a rate
equal to 7.25% per annum.
Uncertificated REMIC I Regular Interest T: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-2 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 9.00% per annum.
Uncertificated REMIC I Regular Interest U-1 and U-2: Two uncertificated
partial undivided beneficial ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the Mortgage Loans and REO
Property from time to time multiplied by a fraction, the numerator of which is
the aggregate principal amount of the Class A-4 Component 1 and Class A-4
Component 2, respectively, and the denominator of which is the aggregate
Certificate Principal Balance of all of the Certificates, and which bear
interest at a rate equal to 7.25% and 7.75%, respectively, per annum.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-6 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.75% per annum.
Uncertificated REMIC I Regular Interests W: Two uncertificated partial
undivided beneficial ownership interests in REMIC I, having principal balances
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-9 and the denominator of
which is the aggregate Certificate Principal Balance of all of the Certificates,
each of which bears interest at a rate equal to 7.75% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the
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Mortgage Loans and REO Property from time to time multiplied by a fraction, the
numerator of which is the aggregate Certificate Principal Balance of the Class
A-8, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II Certificates and the component principal amount with respect to the Class
A-7 Component Z2 and the denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which bears interest at a rate
equal to 7.75% per annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-10 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 0% per annum.
Uncertificated REMIC I Regular Interest Z: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to $0 and a notional amount equal to the aggregate Stated Principal
Balance of the Mortgage Loans and REO Property from time to time, and which
bears interest on its notional amount at a rate equal to the weighted average of
the Spread Rates for the Mortgage Loans.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I
Regular Interest S, Uncertificated REMIC I Regular Interest T, Uncertificated
REMIC I Regular Interest U-1, Uncertificated REMIC I Regular Interest U-2,
Uncertificated REMIC I Regular Interest V, Uncertificated REMIC I Regular
Interests W, Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I
Regular Interest Y and Uncertificated REMIC I Regular Interest Z.
Uncertificated REMIC I Regular Interest S Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest S for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest T Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest T for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest U-1 Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest U-1 for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest U-2 Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
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Regular Interest U-2 for such Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Z Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Z for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest S Distribution Amount, Uncertificated
REMIC I Regular Interest T Distribution Amount, Uncertificated REMIC I Regular
Interest U Distribution Amount, Uncertificated REMIC I Regular Interest V
Distribution Amount, Uncertificated REMIC I Regular Interest W Distribution
Amount, Uncertificated REMIC I Regular Interest X Distribution Amount,
Uncertificated REMIC I Regular Interest Y Distribution Amount and Uncertificated
REMIC I Regular Interest Z Distribution Amount.
Uncertificated REMIC II Regular Interests: The 8 uncertificated partial
undivided beneficial ownership interests in REMIC II, designated as (i) Class
A-4 REMIC II Regular Interest 1 which has a principal balance equal to the
aggregate principal amount of the Class A-4 Component 1 and which bears interest
at a rate equal to 7.65%; (ii) Class A-4 REMIC II Regular Interest which has a
principal balance equal to the aggregate principal amount of the Class A-4
Component 2 and which bears interest at a rate equal to 7.75%; (iii) Class A-7
REMIC II Regular Interest 1 with no principal balance and which bears interest
at a rate equal to the Pass-Through Rate on the Class A-7 Component 1; (iv)
Class A-7 REMIC II Regular Interest 2 with no principal balance and which bears
interest at a rate equal to the Pass-Through Rate on the Class A-7 Component 2;
(v) Class A-7 REMIC II Regular Interest 3 with no principal balance and which
bears interest at a rate equal to the Pass-Through Rate on the Class A-7
Component 3; (vi) Class A-7 REMIC II Regular Interest 4 with no principal
balance and which bears interest at a rate equal to the Pass-Through Rate on the
Class
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A-7 Component 4; (vii) Class A-7 REMIC II Regular Interest 5 which has a
principal balance equal to the aggregate principal amount of the Class A-7
Component Z1 and which bears interest at a rate equal to 7.25%; and (viii) Class
A-7 REMIC II Regular Interest 6 which has a principal balance equal to the
aggregate principal amount of the Class A-7 Component Z2 and which bears
interest at a rate equal to 7.75%.
Uncertificated REMIC II Regular Interests Distribution Amounts: With
respect to any Distribution Date, the amounts deemed to be distributed on the
Uncertificated REMIC II Regular Interest for such Distribution Date pursuant to
Section 4.08(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after
December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
Variable Strip Certificates: Any one of any Class of Class A
Certificates issued in accordance with Section 5.01(c).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97.0% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Class
A-3, Class R-I and Class R-II Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1% of all
Voting Rights shall be allocated to the Holder of the Class A-3 Certificates;
and 1% of all Voting Rights shall be allocated to the Owner of the Excess Spread
and Holders of the Variable Strip Certificates, allocated to the Owner of Excess
Spread and each Class of Variable Strip Certificates in proportion to the amount
of Accrued Certificate Interest or amount of Excess Spread as of the immediately
preceding Distribution Date, and allocated among the Certificates of each Class
of Variable Strip Certificates in accordance with their respective Percentage
Interests; and the Holders of the Class R-I Certificates and Class R-II
Certificates shall be entitled to 0.5% and 0.5% of all of the Voting Rights,
respectively, allocated among the Certificates of each such Class in accordance
with their respective Percentage Interests.
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Section 1.0Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rates on the
Class A-2 Certificates and Class A-3 Certificates for any Interest Accrual
Period (other than the initial Interest Accrual Period) will be determined on
each Rate Adjustment Date as follows:
For any Interest Accrual Period other than the first Interest Accrual
Period, the rate for United States dollar deposits for one month which appears
on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England
time, on the LIBOR Business Day prior to the first day of such Interest Accrual
Period. With respect to the first Interest Accrual Period, LIBOR equals 5.375%.
If such rate does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be reasonably selected
by the Trustee after consultation with the Master Servicer), the rate will be
the Reference Bank Rate. If no such quotations can be obtained and no Reference
Bank Rate is available, LIBOR will be LIBOR applicable to the preceding
Distribution Date.
The establishment of LIBOR by the Trustee on any Rate Adjustment Date
and the Trustee's subsequent calculation of the Pass-Through Rates applicable to
the Class A-2 Certificates and Class A-3 Certificates for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and binding.
Promptly following each Rate Adjustment Date the Trustee shall supply
the Master Servicer with the results of its determination of LIBOR on such date.
Furthermore, the Trustee will supply to any Certificateholder so requesting by
telephone the Pass-Through Rates on the Class A-2 Certificates and Class A-3
Certificates for the current and the immediately preceding Interest Accrual
Periods.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof
to the Person assigning it to the Trustee or a copy of such assignment
or assignments of the Mortgage certified by the public recording office
in which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage Loan or
a copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded.
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and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the Cooperative
Loan with intervening assignments showing an unbroken chain of title
from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or other
similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to
the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary Lease
and the recognition agreement referenced in clause (iv) above, showing
an unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative Loan;
and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as
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secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders and the Owner
of the Excess Spread until such time as is set forth below. Within ten Business
Days following the earlier of (i) the receipt of the original of each of the
documents or instruments set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of the Mortgage Loans then
being held by the Master Servicer, the Master Servicer shall deliver a complete
set of such documents to the Trustee or the Custodian or Custodians that are the
duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in
its possession an original or copy of each of the documents referred to in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) which has been delivered to it by the Company. Every six months after the
Closing Date, for so long as the Master Servicer is holding documents pursuant
to this Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it
is one of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a
report setting forth the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except in states where, in the opinion of counsel
acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall promptly cause to be
filed the Form UCC-3 assignment and UCC-1 financing statement
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referred to in clause (II)(vii) and (x), respectively, of Section 2.01(b). If
any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned
unrecorded to the Company because of any defect therein, the Company shall
prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or
cure such defect, as the case may be, and cause such Assignment to be recorded
in accordance with this paragraph. The Company shall promptly deliver or cause
to be delivered to the Trustee or the respective Custodian such Mortgage or
assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy thereof
certified by the public recording office) with evidence of recording indicated
thereon upon receipt thereof from the public recording office or from the
related Subservicer. In connection with its servicing of Cooperative Loans, the
Master Servicer will use its best efforts to file timely continuation statements
with regard to each financing statement and assignment relating to Cooperative
Loans as to which the related Cooperative Apartment is located outside of the
State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the original
may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 and the
Uncertificated REMIC I Regular Interests as provided for in Section 2.06 be
construed as a sale by the Company to the Trustee of the Mortgage Loans and the
Uncertificated REMIC I Regular Interests for the benefit of the
Certificateholders and the Owner of the Excess Spread. Further, it is not
intended that any such conveyance be deemed to be a pledge of the Mortgage Loans
and the Uncertificated REMIC I Regular Interests by the Company to the Trustee
to secure a debt or other obligation of the Company. However, in the event that
the Mortgage Loans and the Uncertificated REMIC I Regular Interests are held to
be property of the Company or of Residential Funding, or if for any reason this
Agreement is held or deemed to create a security interest in the Mortgage Loans
and the Uncertificated REMIC I Regular Interests, then it is intended that (a)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Sections 2.01 and 2.06 shall be deemed to be (1) a grant by the
Company to the Trustee of a security interest in all of the Company's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease, any insurance policies and all other documents in the related
Mortgage File and (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C)
the Uncertificated REMIC I Regular Interests and (D) any and all general
intangibles consisting
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of, arising from or relating to any of the foregoing, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other property and (2)
an assignment by the Company to the Trustee of any security interest in any and
all of Residential Funding's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted
by Residential Funding to the Company pursuant to the Assignment Agreement; (c)
the possession by the Trustee, the Custodian or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party," or possession by a purchaser or a person designated by
such secured party, for purposes of perfecting the security interest pursuant to
the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction (including, without limitation, Section 9-305,
8-313 or 8-321 thereof); and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, the Uncertificated
REMIC I Regular Interests and the other property described above, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement. Without limiting the generality of the foregoing, the Company shall
prepare and deliver to the Trustee not less than 15 days prior to any filing
date and, the Trustee shall forward for filing, or shall cause to be forwarded
for filing, at the expense of the Company, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect the Trustee's security interest
in or lien on the Mortgage Loans and the Uncertificated REMIC I Regular
Interests, as evidenced by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y) such other statements as
may be occasioned by (1) any change of name of Residential Funding, the Company
or the Trustee (such preparation and filing shall be at the expense of the
Trustee, if occasioned by a change in the Trustee's name), (2) any change of
location of the place of business or the chief executive office of Residential
Funding or the Company, (3) any transfer of any interest of Residential Funding
or the Company in any Mortgage Loan or
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(4) any transfer of any interest of Residential Funding or the
Company in any Uncertificated REMIC I Regular Interest.
(f) The Master Servicer hereby acknowledges the receipt by
it of cash in an amount equal to $576,577 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in January 1997, for those Mortgage Loans for which the
Trustee will not be entitled to receive such payment. The Master Servicer shall
hold such Initial Monthly Payment Fund in the Custodial Account and shall
include such Initial Monthly Payment Fund in the Available Distribution Amount
for the Distribution Date in January 1997. Notwithstanding anything herein to
the contrary, the Initial Monthly Payment Fund shall not be an asset of REMIC I
or REMIC II. To the extent that the Initial Monthly Payment Fund constitutes a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve
fund and not an asset of the REMIC, (2) it shall be owned by the Seller and (3)
amounts transferred by the REMIC to the Initial Monthly Payment Fund shall be
treated as transferred to the Seller or any successor, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders and the Owner of the Excess
Spread. The Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for the benefit of the Certificateholders and the
Owner of the Excess Spread, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
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received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
any material respect, the Trustee shall promptly so notify the Master Servicer
and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the
Custodian will notify the Master Servicer, the Company and the Trustee of any
such omission or defect found by it in respect of any Mortgage File held by it.
The Master Servicer shall promptly notify the related Subservicer or Seller of
such omission or defect and request that such Subservicer or Seller correct or
cure such omission or defect within 60 days from the date the Master Servicer
was notified of such omission or defect and, if such Subservicer or Seller does
not correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from REMIC I at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Certificateholders and the Owner of the Excess Spread
or the Trustee on behalf of the Certificateholders or such Owner.
Section 2.0Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to
the Trustee for the benefit of the Certificateholders and the Owner
of the Excess Spread that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged
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Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer is
a party or which may be applicable to the Master Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization, execution
and delivery by the Trustee and the Company, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against it
in accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or demand of
any Federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable rules
and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate
of the Company or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the
information, certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing Agreement
and is or will be familiar with the terms thereof. The terms
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of each existing Subservicing Agreement and each designated Subservicer
are acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
90 days of its discovery or its receipt of notice of such breach, the Master
Servicer shall either (i) cure such breach in all material respects or (ii) to
the extent that such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price
and in the manner set forth in Section 2.02; provided that if the omission or
defect would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure must occur within 90
days from the date such breach was discovered. The obligation of the Master
Servicer to cure such breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a breach of a representation and
warranty set forth in this Section 2.03(a) available to the Certificateholders
and the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of the Certificateholders and the Owner of the Excess Spread that as of
the Closing Date (or, if otherwise specified below, as of the date so
specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so delinquent more than once in the 12-month
period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case may
be, is true and correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day of each
month and terms to maturity at origination or modification of not more
than approximately 30 years;
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(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 30% of the principal
balance of the Mortgage Loan at origination if the Loan-to-Value Ratio
is between 95.00% and 90.01%, (b) at least 25% of such balance if the
Loan-to-Value Ratio is between 90.00% and 85.01% and (c) at least 12%
of such balance if the Loan-to-Value Ratio is between 85.00% and
80.01%. To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is
entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 1.1% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in California and
no more than 0.7% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are secured by Mortgaged Properties
located in any one zip code area outside California. 11 of the Mortgage
Loans, representing approximately 0.75% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date, are
Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and
related compensation) and such assignment validly transfers ownership
of the Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) 19.34% of the Mortgage Loans were underwritten
under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would
be owner-occupied and therefore would not be an investor property as of
the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
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(xi) 0.3% of the Mortgage Loans were Buydown Mortgage
Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative
Loan, the Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a tenant-stockholder (as defined
in Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced Mortgage
Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date
of origination of the Mortgage Loan generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated
on the basis of a 360-day year consisting of twelve 30-day
months; and
(xvii) Two of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders or the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(xii), the party
discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material respects or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in
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Section 2.02; provided that the Company shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the omission or defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or repurchase must occur within 90 days from the date such breach was
discovered. Any such substitution shall be effected by the Company under the
same terms and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the obligation of the
Company to cure such breach or to so purchase or substitute for any Mortgage
Loan as to which such a breach has occurred and is continuing shall constitute
the sole remedy respecting such breach available to the Certificateholders and
the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner. Notwithstanding the foregoing, the Company
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders and the Owner of the Excess Spread all of its right, title
and interest in respect of the Assignment Agreement and each Seller's Agreement
applicable to a Mortgage Loan. Insofar as the Assignment Agreement or such
Seller's Agreement relates to the representations and warranties made by
Residential Funding or the related Seller in respect of such Mortgage Loan and
any remedies provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the Master
Servicer on behalf of the Trustee and the Certificateholders and the Owner of
the Excess Spread. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in such Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within
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two years following the Closing Date, except that if the breach would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or substitution must occur within 90 days
from the date the breach was discovered. In the event that Residential Funding
elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted
Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver
to the Trustee for the benefit of the Certificateholders and the Owner of the
Excess Spread with respect to such Qualified Substitute Mortgage Loan or Loans,
the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements as are required by
Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution shall not be part of the Trust Fund and will
be retained by the Master Servicer and remitted by the Master Servicer to
Residential Funding on the next succeeding Distribution Date. For the month of
substitution, distributions to the Certificateholders and the Owner of the
Excess Spread will include the Monthly Payment due on a Deleted Mortgage Loan
for such month and thereafter Residential Funding shall be entitled to retain
all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders and the Owner of the Excess
Spread to reflect the removal of such Deleted Mortgage Loan and the substitution
of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and the related Subservicing
Agreement in all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage
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Loans (in each case after application of the principal portion of the Monthly
Payments due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders and the Owner
of the Excess Spread or the Trustee on behalf of Certificateholders and such
Owner. If the Master Servicer is Residential Funding, then the Trustee shall
also have the right to give the notification and require the purchase or
substitution provided for in the second preceding paragraph in the event of such
a breach of a representation or warranty made by Residential Funding in the
Assignment Agreement. In connection with the purchase of or substitution for any
such Mortgage Loan by Residential Funding, the Trustee shall assign to
Residential Funding all of the right, title and interest in respect of the
Seller's Agreement and the Assignment Agreement applicable to such Mortgage
Loan.
Section 2.0Issuance of Certificates
Evidencing Interests in REMIC I
Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in REMIC I, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Class R-I Certificates in authorized denominations which
together with the Uncertificated REMIC I Regular Interests, evidence ownership
of REMIC I. The rights of the Class R-I Certificateholders and REMIC II to
receive distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the Uncertificated REMIC I Regular Interests, and all ownership
interests of the Class R-I Certificateholders and REMIC II in such
distributions, shall be as set forth in this Agreement.
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Section 2.0Conveyance of Uncertificated REMIC I and
REMIC II Regular Interests; Acceptance by
the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Company in and to the Uncertificated REMIC I
Regular Interests to the Trustee for the benefit 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 M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificateholders and the Owner of the Excess Spread. The Trustee
acknowledges receipt of the Uncertificated REMIC I Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future 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 M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders and the Owner of the Excess Spread. The rights 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 M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificateholders and the Owner of the Excess
Spread to receive distributions from the proceeds of REMIC II in respect 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 M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates and the Excess Spread, and all
ownership interests 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 M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders and the Owner of the Excess Spread in such distributions,
shall be as set forth in this Agreement.
Section 2.0Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, 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
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates in authorized denominations which, together with the ownership
interest in the Excess Spread, evidence ownership of the entire REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders, the Owner of the Excess Spread and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, or of consent to assumption or modification in
connection with a proposed conveyance, or of assignment of any Mortgage and
Mortgage Note in connection with the repurchase of a Mortgage Loan and all other
comparable instruments, or with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the subordination of the
lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to an Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. Notwithstanding the foregoing, subject to Section
3.07(a), the Master Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause REMIC
I or REMIC II to fail to qualify as such under the Code. The Trustee shall
furnish the Master Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to service and administer
the Mortgage Loans. The Trustee shall not be liable for any action taken by the
Master Servicer or any Subservicer pursuant to such powers of attorney. In
servicing and administering any Nonsubserviced Mortgage Loan, the Master
Servicer shall, to the extent not inconsistent with this Agreement, comply with
the Program Guide as if it were the originator of such Mortgage Loan and had
retained the servicing rights and obligations in respect thereof. In connection
with servicing and administering the Mortgage Loans, the Master Servicer
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and any Affiliate of the Master Servicer (i) may perform services such as
appraisals and brokerage services that are not customarily provided by servicers
of mortgage loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders and the Owner of the Excess Spread, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loan so permit, and such costs shall be recoverable
to the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.0Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
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Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders or the
Owner of the Excess Spread.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee, the Certificateholders and the Owner of the
Excess Spread, shall use its best reasonable efforts to enforce the obligations
of each Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the non-performance of
any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.0Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related
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Mortgage Loans and, in the event of any such assumption by the successor
Subservicer, the Master Servicer may, in the exercise of its business judgment,
release the terminated Subservicer from liability for such representations and
warranties.
Section 3.0Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee,
the Certificateholders and the Owner of the Excess Spread for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer or the Company and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter into any
agreement with a Subservicer or Seller for indemnification of the Master
Servicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.
Section 3.0No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of the
Excess Spread.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee, the
Certificateholders and the Owner of the Excess Spread shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer in its capacity as such except as
set forth in Section 3.06. The foregoing provision shall not in any way limit a
Subservicer's obligation to cure an omission or defect or to repurchase a
Mortgage Loan as referred to in Section 2.02 hereof.
Section 3.0Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party
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except that the Master Servicer shall not thereby be relieved of any liability
or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.0Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders or the Owner of the Excess Spread
(taking into account any estimated Realized Loss that might be result absent
such action); provided, however, that the Master Servicer may not modify
materially or permit any Subservicer to modify any Mortgage Loan, including
without limitation any modification that would change the Mortgage Rate, forgive
the payment of any principal or interest (unless in connection with the
liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent with the
terms of the Mortgage Loan), or extend the final maturity date of such Mortgage
Loan, unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable. In
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connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the
extent not inconsistent with the terms of the Mortgage Note and local law and
practice, may permit the Mortgage Loan to be reamortized such that the Monthly
Payment is recalculated as an amount that will fully amortize the remaining
Stated Principal Balance thereof by the original Maturity Date based on the
original Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans and the
principal component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any,
and the interest component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04, 3.21 or 4.07 and all amounts required to
be deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate Account to
the Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
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but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04, 3.21 and 4.07 received in any calendar month, the Master Servicer
may elect to treat such amounts as included in the Available Distribution Amount
for the Distribution Date in the month of receipt, but is not obligated to do
so. If the Master Servicer so elects, such amounts will be deemed to have been
received (and any related Realized Loss shall be deemed to have occurred) on the
last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the location
of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer
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and each Rating Agency. The Subservicer will be required thereby to deposit into
the Subservicing Account on a daily basis all proceeds of Mortgage Loans
received by the Subservicer, less its Subservicing Fees and unreimbursed
advances and expenses, to the extent permitted by the Subservicing Agreement. If
the Subservicing Account is not an Eligible Account, the Master Servicer shall
be deemed to have received such monies upon receipt thereof by the Subservicer.
The Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate on any Curtailment received by such
Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such month, from the
date of application of such Curtailment to the first day of the following month.
Any amounts paid by a Subservicer pursuant to the preceding sentence shall be
for the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts
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may be made only to effect timely payment of taxes, assessments, hazard
insurance premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer out of related
collections for any payments made pursuant to Sections 3.11 (with respect to the
Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing Account or to
clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.0Access to Certain Documentation
and Information Regarding the Mortgage
Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.1Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in
the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer
for previously unreimbursed advances or expenses made pursuant
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to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such
withdrawal right being limited to amounts received on particular
Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.21 or 4.07) which
represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances
pursuant to Section 4.04 and (B) recoveries of amounts in respect of
which such advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate on the amount
specified in the amortization schedule of the related Mortgage Loan as
the principal balance thereof at the beginning of the period respecting
which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts remitted
by Subservicers as interest in respect of Curtailments
pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 3.21, 4.07 or 9.01, all amounts received
thereon and not required to be distributed to the Certificateholders or
the Owner of the Excess Spread as of the date on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below or any Advance reimbursable to the
Master Servicer pursuant to Section 4.02(a)(iii);
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(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to Sections
3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with
enforcing any repurchase, substitution or indemnification obligation of
any Seller (other than an Affiliate of the Company) pursuant to the
related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause
(ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant
to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders and the Owner of the Excess Spread (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.1Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such
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Primary Insurance Policy. The Master Servicer shall be entitled to cancel or
permit the discontinuation of any Primary Insurance Policy as to any Mortgage
Loan, if the Stated Principal Balance of the Mortgage Loan is reduced below an
amount equal to 80% of the appraised value of the related Mortgaged Property as
determined in any appraisal thereof after the Closing Date, or if the
Loan-to-Value Ratio is reduced below 80% as a result of principal payments on
the Mortgage Loan after the Closing Date. In the event that the Company gains
knowledge that as of the Closing Date, a Mortgage Loan had a Loan-to-Value Ratio
at origination in excess of 80% and is not the subject of a Primary Insurance
Policy (and was not included in any exception to the representation in Section
2.03(b)(iv)) and that such Mortgage Loan has a current Loan-to-Value Ratio in
excess of 80% then the Master Servicer shall use its reasonable efforts to
obtain and maintain a Primary Insurance Policy to the extent that such a policy
is obtainable at a reasonable price. The Master Servicer shall not cancel or
refuse to renew any such Primary Insurance Policy applicable to a Nonsubserviced
Mortgage Loan, or consent to any Subservicer canceling or refusing to renew any
such Primary Insurance Policy applicable to a Mortgage Loan subserviced by it,
that is in effect at the date of the initial issuance of the Certificates and is
required to be kept in force hereunder unless the replacement Primary Insurance
Policy for such canceled or non-renewed policy is maintained with an insurer
whose claims-paying ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than the lower of
the then-current rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee, the Certificateholders and the Owner of the
Excess Spread, claims to the Insurer under any Primary Insurance Policies, in a
timely manner in accordance with such policies, and, in this regard, to take or
cause to be taken such reasonable action as shall be necessary to permit
recovery under any Primary Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary Insurance Policies shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Section 3.10.
Section 3.1Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related
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Subservicing Agreement, the Master Servicer shall replace any Subservicer that
does not cause such insurance, to the extent it is available, to be maintained.
The Master Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an amount which is
at least equal to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard insurance policy. Pursuant
to Section 3.07, any amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's normal servicing procedures)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread, be added to the amount
owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan so permit. Such costs shall be recoverable by the Master Servicer out of
related late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan (other than a Cooperative Loan) are
located in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in
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the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Trustee, the
Certificateholders and the Owner of the Excess Spread, claims under
any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense
and keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy covering the
Master Servicer's officers and employees and other persons acting on behalf of
the Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.1Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption
which the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale clause
or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or
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modification agreement or supplement to the Mortgage Note or Mortgage which
requires the signature of the Trustee, or if an instrument of release signed by
the Trustee is required releasing the Mortgagor from liability on the Mortgage
Loan, the Master Servicer is authorized, subject to the requirements of the
sentence next following, to execute and deliver, on behalf of the Trustee, the
assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such modification agreement or supplement to the Mortgage Note or
Mortgage or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged Property
to such Person; provided, however, none of such terms and requirements shall
both (i) constitute a "significant modification" effecting an exchange or
reissuance of such Mortgage Loan under the Code (or final, temporary or proposed
Treasury Regulations promulgated thereunder) and (ii) cause either REMIC I or
REMIC II to fail to qualify as such under the Code or (subject to Section
10.01(f)), result in the imposition of any tax on "prohibited transactions" or
constitute "contributions" after the start-up date under the REMIC Provisions.
The Master Servicer shall execute and deliver such documents only if it
reasonably determines that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or cause the unpaid balance
and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii)
any required consents of insurers under any Required Insurance Policies have
been obtained and (iii) subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will continue to be secured by
a first mortgage lien pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage under any Required Insurance
Policies, (C) the Mortgage Loan will fully amortize over the remaining term
thereof, (D) no material term of the Mortgage Loan (including the interest rate
on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the Mortgaged Property is to be
released from liability on the Mortgage Loan, such release will not (based on
the Master Servicer's or Subservicer's good faith determination) adversely
affect the collectability of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with the foregoing, the
Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee collected by
the Master Servicer or such related Subservicer for entering into an assumption
or substitution of liability agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
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(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that neither REMIC I nor REMIC II would fail to continue to qualify as a
REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that
no tax on "prohibited transactions" or "contributions" after the startup day
would be imposed on either REMIC as a result thereof. Any fee collected by the
Master Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with
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Section 3.11, follow such practices and procedures as it shall deem necessary or
advisable, as shall be normal and usual in its general mortgage servicing
activities and as shall be required or permitted by the Program Guide; provided
that the Master Servicer shall not be liable in any respect hereunder if the
Master Servicer is acting in connection with any such foreclosure or other
conversion in a manner that is consistent with the provisions of this Agreement.
The Master Servicer, however, shall not be required to expend its own funds or
incur other reimbursable charges in connection with any foreclosure, or
attempted foreclosure which is not completed, or towards the restoration of any
property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan to Holders of
Certificates of one or more Classes after reimbursement to itself for such
expenses or charges and (ii) that such expenses or charges will be recoverable
to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 3.10, whether or not such expenses and
charges are actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled
to reimbursement of its funds so expended pursuant to Section 3.10. Concurrently
with the foregoing, the Master Servicer may pursue any remedies that may be
available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04.
However, the Master Servicer is not required to continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer
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may take into account minimal amounts of additional receipts expected to be
received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
REMIC I as an REO Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee or to its nominee on
behalf of Certificateholders and the Owner of the Excess Spread. Notwithstanding
any such acquisition of title and cancellation of the related Mortgage Loan,
such REO Property shall (except as otherwise expressly provided herein) be
considered to be an Outstanding Mortgage Loan held in REMIC I until such time as
the REO Property shall be sold. Consistent with the foregoing for purposes of
all calculations hereunder so long as such REO Property shall be considered to
be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that
the indebtedness evidenced by the related Mortgage Note shall have been
discharged, such Mortgage Note and the related amortization schedule in effect
at the time of any such acquisition of title (after giving effect to any
previous Curtailments and before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period) remain in effect.
(c) In the event that REMIC I acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of REMIC I shall dispose of such REO Property
within two years after its acquisition by REMIC I for purposes of Section
860G(a)(8) of the Code or, at the expense of REMIC I, request, more than 60 days
before the day on which the two-year grace period would otherwise expire, an
extension of the two-year grace period unless the Master Servicer (subject to
Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee and the Master Servicer, to the effect that the holding by REMIC I
of such REO Property subsequent to such two-year period will not result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code or cause REMIC I to fail to qualify as a REMIC at any time that any
Uncertificated REMIC I Regular Interests are outstanding, in which case REMIC I
may continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by REMIC I shall be rented (or allowed
to continue to be rented) or otherwise used by or on behalf of REMIC I in such a
manner or pursuant to any terms that would (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject REMIC I to the imposition of any federal income taxes
on the income earned from such REO Property, including any taxes imposed by
reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to
indemnify and
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hold harmless REMIC I with respect to the imposition of any such
taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting from a collection of Liquidation Proceeds,
Insurance Proceeds or REO Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or the related Subservicer in
accordance with Section 3.10(a)(ii); second, to the Certificateholders and the
Owner of the Excess Spread to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate
and the Spread Rate, respectively, to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property)(provided that if any such Class of Certificates to which such Realized
Loss was allocated is no longer outstanding, such subsequent recovery shall be
distributed to the persons who were the Holders of such Class of Certificates
when it was retired); fourth, to all Servicing Fees and Subservicing Fees
payable therefrom (and the Master Servicer and the Subservicer shall have no
claims for any deficiencies with respect to such fees which result from the
foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.1Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as
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Exhibit H hereto, requesting that possession of all, or any document
constituting part of, the Mortgage File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall
deliver, or cause the Custodian to deliver, the Mortgage File or any document
therein to the Master Servicer. The Master Servicer shall cause each Mortgage
File or any document therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the Master Servicer
no longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
directly or through a Subservicer to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master Servicer has delivered
directly or through a Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall
deliver the Request for Release with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.1Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the
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event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a
Cash Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
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Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.1Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.1Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an
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examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.2Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer
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together with the related payment made by the Mortgagor or advanced
by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders and the Owner of
the Excess Spread, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that (i) any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date and (ii) any other
investment may mature on such Distribution Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the Certificates) and shall not be
sold or disposed of prior to maturity. Subject to Section 3.16(e), all income
and gain realized from any such investment shall be for the benefit of the
Master Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments shall
be deposited in the Certificate Account by the Master Servicer out of its own
funds immediately as realized without any right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Owner of the Excess Spread, a distribution thereof pursuant to Section
4.02(a)(i), to the Master Servicer, in the case of a distribution pursuant to
Section 4.02(a)(iii), the amount required to be distributed to the Master
Servicer or a Subservicer pursuant to Section 4.02(a)(iii) and to each
Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire
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transfer or otherwise) to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
has so notified the Master Servicer or the Paying Agent, as the case may be, or,
if such Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder) of the
following amounts, in the following order of priority (subject to the provisions
of Section 4.02(b)), in each case to the extent of the Available Distribution
Amount:
(i) to the Class A Certificateholders (other than the Class
A-10 Certificateholders), Class R Certificateholders and the Owner of
the Excess Spread, on a pro rata basis based on Accrued Certificate
Interest payable on such Certificates and the amount of Excess Spread
with respect to such Distribution Date, Accrued Certificate Interest on
such Classes of Certificates and such Excess Spread, as applicable, for
such Distribution Date, plus any Accrued Certificate Interest thereon
or Excess Spread thereon remaining unpaid from any previous
Distribution Date (the "Senior Interest Distribution Amount") except as
provided in the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-10 Certificateholders, the
Class A-10 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than
the Class A-10 Certificateholders) and Class R Certificateholders, in
the priorities and amounts set forth in Section 4.02(b)(ii) through (v)
and Section 4.02(c) through (g), the sum of the following (applied to
reduce the Certificate Principal Balances of such Class A Certificates
or Class R Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
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(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a
Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the related Prepayment Period (other
than the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to a
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without
limitation Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section 3.07(b)) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 (other than the related Discount
Fraction of the principal portion of such
unscheduled, collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b)) and
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) Senior
Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated Principal Balance,
with respect to a Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such Distribution
Date times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) to the extent applied by the Master
Servicer as recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 (in each case, other than the
portion of such unscheduled collections, with respect to a
Discount Mortgage Loan included in Section 4.02(b)(i)(C));
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(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received in
the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full and
Curtailments, with respect to a Discount Mortgage Loan);
(D) if such Distribution Date is on or prior to the
related Accretion Termination Date, the applicable Accrued
Certificate Interest that would otherwise be distributed to
the Class A-7 Component Z1 or Class A-7 Component Z2 on such
Distribution Date, to the extent added to the principal
amount of such Component on such Distribution Date in
accordance with Section 4.02(f) (with respect to each such
Component, the related "Accrual Principal Distribution
Amount");
(E) any Excess Subordinate Principal Amount for
such Distribution Date; and
(F) any amounts described in subsection (ii)(Y),
clauses (A), (B), (C) and (D) of this Section 4.02(a), as
determined for any previous Distribution Date, which remain
unpaid after application of amounts previously distributed
pursuant to this clause (F) to the extent that such amounts
are not attributable to Realized Losses which have been
allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-10 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts
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available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certifi-
cates, an amount equal to (x) the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-10 Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of
the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-10 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-10 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiii),
(xiv) and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-1 Certificates;
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(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount for
such Class of Certificates for such Distribution Date minus (y) the
amount of any Class A-10 Collection Shortfalls for such Distribution
Date or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below minus (y) the amount of any Class A-10 Collection
Shortfalls for such Distribution Date or remaining unpaid for all
previous Distribution Dates to the extent the amounts available
pursuant to clause (x) of Section 4.02(a)(xv) are insufficient
therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-10 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Class A and Class R Certificates, and
thereafter, to each Class of Class M Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
A Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class M
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of
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the Available Distribution Amount remaining after the Class M
Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each
such Class of Class B Certificates; and
(xvii) to the Class R-I Certificateholders, the
balance, if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Class B Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the Class B Certificates are
no longer outstanding, the Class of Class M Certificates then outstanding with
the highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid and Excess
Spread remaining unpaid from any previous Distribution Date will be
distributable only to the extent that such unpaid Accrued Certificate Interest
or Excess Spread was attributable to interest shortfalls relating to
Nonrecoverable Advances as determined by the Master Servicer with respect to the
related Mortgage Loan where such Mortgage Loan has not yet been the subject of a
Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates and Class R
Certificates on each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date will be made as follows:
(i) first, to the Class A-10 Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an amount
(the "Class A-10 Principal Distribution Amount") equal to the aggregate
of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of any
related Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including
deemed repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of
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a Deleted Mortgage Loan, the Discount Fraction of the amount
of any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result
in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (1) the applicable Discount Fraction
of the Stated Principal Balance of such Discount Mortgage
Loan immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage Loan to
the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-10 Collection
Shortfalls for such Distribution Date and the amount of any
Class A-10 Collection Shortfalls remaining unpaid for all
previous Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) an amount equal to the Accrual Principal Distribution
Amount on the Class A-7 Component Z1 shall be distributed to the Class
A-4 Certificates, with such amount to be allocated in reduction of the
Class A-4 Component 1 until the principal amount of such Component has
been reduced to zero and an amount equal to the Accrual Principal
Distribution Amount on the Class A-7 Component Z2 shall be distributed
first to the Class A-4 Certificates with such amount to be allocated in
reduction of the Class A-4 Component 2 until the principal amount of
such Component has been reduced to zero and second to the Class A-6
Certificates until the Certificate Principal Balance thereof has been
reduced to zero;
(iii) the balance of the Senior Principal Distribution
Amount, if any, remaining after the distribution described in clause
(ii) above shall be distributed concurrently to the Class R-I
Certificates and Class R-II Certificates on a pro rata basis in
proportion to their respective Certificate Principal Balances until the
Certificate Principal Balances thereof have been reduced to zero;
(iv) the balance of the Senior Principal Distribution
Amount, if any, remaining after the distribution described in clause
(iii) above, shall be distributed to the Class A-8 Certificates and
Class A-9 Certificates on a pro rata basis in proportion to their
Certificate Principal Balances, in
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reduction of the Certificate Principal Balances thereof, up to
an amount equal to the sum of the following:
(X) the Lockout Scheduled Percentage of (a) the
Class A-8 Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof relative to
the aggregate Stated Principal Balance of the Mortgage Loans
other than the Discount Fraction of the Discount Mortgage
Loans), and (b) the Class A-9 Certificates' pro rata share
(based on the aggregate Certificate Principal Balance
thereof relative to the aggregate Stated Principal Balance
of the Mortgage Loans other than the Discount Fraction of
the Discount Mortgage Loans) of the aggregate of the
collections described in clauses 4.02(a)(ii)(Y)(A), (B) and
(F) (other than any amounts relating to clause (C), (D) and
(E) included in clause (F)) without any application of the
Senior Percentage or Senior Accelerated Distribution
Percentage; and
(Y) the Lockout Prepayment Percentage of (a) the
Class A-8 Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof relative to
the aggregate Stated Principal Balance of the Mortgage Loans
other than the Discount Fraction of the Discount Mortgage
Loans) and (b) the Class A-9 Certificates' pro rata share
(based on the aggregate Certificate Principal Balance
thereof relative to the Stated Principal Balance of the
Mortgage Loans other than the Discount Fraction of the
Discount Mortgage Loans), of the collections described in
clause 4.02(a)(ii)(Y)(C) without any application of the
Senior Accelerated Distribution Percentage;
provided that if the aggregate of the amounts set forth in clauses
4.02(a)(ii)(Y)(A) through (F) is more than the balance of the Available
Distribution Amount remaining after the Senior Interest Distribution
Amount and the Class A-10 Principal Distribution Amount have been
distributed, the amounts paid to the Class A-8 Certificates and Class
A-9 Certificates, pursuant to this clause (iv) shall be reduced by (a)
in the case of the Class A-8 Certificates, by an amount equal to the
Class A-8 Certificates' pro rata share (based on the aggregate
Certificate Principal Balance thereof relative to the aggregate
Certificate Principal Balance of the Senior Certificates (other than
the Class A-10 Certificates)) of such difference and (b) in the case of
the Class A-9 Certificates, by an amount equal to the Class A-9
Certificates' pro rata share (based on the aggregate Certificate
Principal Balance thereof relative to the aggregate Certificate
Principal Balance of the Senior Certificates (other than the Class A-10
Certificates)) of such difference;
(v) the balance of the Senior Principal Distribution
Amount remaining after the distribution, if any, described in
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clause (iv) above shall be distributed 28.57142857143%, 18.71124110743%
and 52.71733032114% to the (x) Class A-2 Certificates, (y) Class A-5
Certificates and (z) Class A-1, Class A-4 and Class A-7 Certificates,
until the Certificate Principal Balances of the Class A-2 Certificates
and Class A-5 Certificates have been reduced to zero, with the amount
so distributed to the Class A-1, Class A-4 and Class A-7 Certificates
(the "Structured Amount") to be distributed as follows:
(A) an amount equal to the lesser of (a) the
Structured Amount and (b) the aggregate amount (the "PAC
Principal Amount") necessary to reduce the outstanding
Certificate Principal Balances of the PAC Certificates to
the Planned Principal Balance of such class for such
Distribution Date shall be distributed in reduction of the
Certificate Principal Balance thereof until the Certificate
Principal Balance thereof has been reduced to its Planned
Principal Balance;
(B) the balance, if any, of the Structured Amount
remaining after the distributions described in clause (v)(A)
above shall be distributed in reduction of the Certificate
Principal Balances of the Classes indicated below, and the
principal amounts of the Components indicated below as
follows:
(I) first, to the Class A-4
Certificates in reduction of the Class A-4
Component 1 until the principal amount
thereof has been reduced to zero;
(II) second, to the Class A-7
Certificates, in reduction of the Class A-7
Component Z1 until the principal amount of
such Component has been reduced to zero; and
(III) third, to the Class A-1
Certificates, without regard to the Planned
Principal Balance thereof, until the
Certificate Principal Balance thereof has
been reduced to zero;
(vi) the balance of the Senior Principal Distribution Amount
remaining after the distribution, if any, described in clause (v) above
shall be distributed as follows:
(A) first, to the Class A-4 Certificates, in
reduction of the Certificate Principal Balance thereof,
until such Certificate Principal Balance has been reduced to
zero;
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(B) second, to the Class A-6 Certificates, in
reduction of the Certificate Principal Balance thereof,
until such Certificate Principal Balance has been reduced to
zero; and
(C) third, to the Class A-7 Certificates, in
reduction of the Certificate Principal Balance thereof,
until such Certificate Principal Balance has been reduced to
zero;
provided that if on any Distribution Date the Certificate Principal Balances of
the Senior Certificates (other than the Class A-8 Certificates, Class A-9
Certificates and Class A-10 Certificates) have been reduced to zero, clause (iv)
above shall no longer apply and 100% of the Senior Principal Distribution Amount
remaining after the retirement of such Certificates for such Distribution Date
shall be distributed to the Class A-8 Certificates and Class A-9 Certificates on
a pro rata basis, until the Certificate Principal Balances of the Class A-8
Certificates and Class A-9 Certificates have been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date but
prior to the reduction of the Certificate Principal Balances of the Class A-9
Certificates to zero, all priorities relating to distributions as described in
Section 4.02(b) above in respect of principal among the various classes of
Senior Certificates (other than the Class A-10 Certificates and any Variable
Strip Certificates) will be disregarded, an amount equal to the Discount
Fraction of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of the Discount Mortgage Loans will
be distributed to the Class A-10 Certificates, and the Senior Principal
Distribution Amount will be distributed to all classes of Senior Certificates
(other than the Class A-10 Certificates and any Variable Strip Certificates) pro
rata in accordance with their respective outstanding Certificate Principal
Balances and the amount set forth in Section 4.02(a)(i) will be distributed as
set forth therein; provided that the aggregate amount distributable to the Class
A-7 Certificates and Class A-9 Certificates in respect of the aggregate Accrued
Certificate Interest thereon and in respect of their collective pro rata portion
of the Senior Principal Distribution Amount will be distributed among such
Certificates in the following priority: first, to the Class A-7 Certificates, up
to an amount equal to the Accrued Certificate Interest thereon; second, to the
Class A-7 Certificates, the Super Senior Optimal Principal Distribution Amount
thereof, in reduction of the Certificate Principal Balance thereof until such
Certificate Principal Balances has been reduced to zero; third, to the Class A-9
Certificates, up to an amount equal to the Accrued Certificate Interest thereon;
and fourth, to the Class A-9 Certificates, the remainder of the amount so
distributable among the Class A-7 Certificates and Class A-9 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero.
(d) On or after the occurrence of the Credit Support
Depletion Date and upon reduction of the Certificate Principal
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Balance of the Class A-9 Certificates to zero, all priorities relating to
distributions as described in Section 4.02(b) and (c) above in respect of
principal among the various classes of Senior Certificates (other than the Class
A-10 Certificates and any Variable Strip Certificates) will be disregarded, an
amount equal to the Discount Fraction of the principal portion of scheduled
payments and unscheduled collections received or advanced in respect of the
Discount Mortgage Loans will be distributed to the Class A-10 Certificates, and
the Senior Principal Distribution Amount will be distributed to all classes of
Senior Certificates (other than the Class A-10 Certificates and any Variable
Strip Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances and the amount set forth in Section 4.02(a)(i)
will be distributed as set forth therein.
(e) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-10 Certificates and any Variable Strip
Certificates) to zero but prior to the occurrence of the Credit Support
Depletion Date, the Senior Certificates (other than the Class A-10 Certificates
and any Variable Strip Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount will be
paid solely to the holders of the Class A-10 Certificates, Class M Certificates
and Class B Certificates and the owner of the Excess Spread, in each case as
described herein.
(f) On each Distribution Date prior to the related Accretion
Termination Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A-7 Certificates, in respect of the Class
A-7 Component Z1 and Class A-7 Component Z2 shall be added to the principal
amount of such Component; provided that if the related Accretion Termination
Date is the Credit Support Depletion Date, the entire amount of Accrued
Certificate Interest on the Class A-7 Component Z1 or Class A-7 Component Z2, as
applicable, for such Distribution Date shall be payable to the Holders of the
Class A-7 Certificates, in reduction of the related Components. On and after the
related Accretion Termination Date, the entire amount of Accrued Certificate
Interest on the Class A-7 Component Z1 or Class A-7 Component Z2 for such
Distribution Date shall be payable to the Holders of the Class A-7 Certificates
to the extent not required to fully retire the Class A-4 Component 1 and Class
A-4 Component 2 and the Class A-6 Certificates on such related Accretion
Termination Date. Any such Accrued Certificate Interest on such Class A-7
Component Z1 and Class A-7 Component Z2 which is required to be paid to the
Holders of the Class A-4 Certificates, in reduction of the Class A-4 Component 1
or in reduction of the Class A-4 Component 2 or to the Holders of the Class A-6
Certificate in reduction of their Certificate Principal Balance on or prior to
the related Accretion Termination Date will be added to the principal amount of
the Class A-7 Component Z1 or Class A-7 Component Z2, respectively, in the
manner described in the first sentence of this Section 4.02(f).
(g) In addition to the foregoing distributions, with
respect to any Mortgage Loan that was previously the subject of a
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Cash Liquidation or an REO Disposition that resulted in a Realized Loss, in the
event that within two years of the date on which such Realized Loss was
determined to have occurred the Master Servicer receives amounts, which the
Master Servicer reasonably believes to represent subsequent recoveries (net of
any related liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to such
Mortgage Loan (including, but not limited to, recoveries in respect of the
representations and warranties made by the related Seller pursuant to the
applicable Seller's Agreement), the Master Servicer shall distribute such
amounts to the applicable Certificateholders of the Class or Classes to which
such Realized Loss was allocated or to the Owner of the Excess Spread, if
applicable, (with the amounts to be distributed allocated among such Classes and
the Excess Spread in the same proportions as such Realized Loss was allocated),
and within each such Class to the Certificateholders of record as of the Record
Date immediately preceding the date of such distribution (or if such Class of
Certificates is no longer outstanding, to the Certificateholders of record at
the time that such Realized Loss was allocated); provided that no such
distribution to any Class of Certificates of subsequent recoveries related to a
Mortgage Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates. Notwithstanding
the foregoing, no such distribution shall be made with respect to the Excess
Spread or the Certificates of any Class to the extent that either (i) such
Excess Spread or Class was protected against the related Realized Loss pursuant
to any instrument or fund established under Section 11.01(e) or (ii) such Excess
Spread or Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments was protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed with respect to the Certificates of any Class shall be distributed
by the Master Servicer to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution, on a pro rata basis based
on the Percentage Interest represented by each Certificate of such Class as of
such Record Date. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(h) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect
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participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Registrar, the Company or the Master
Servicer shall have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.
(i) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).
Section 4.0Statements to Certificateholders and the Owner of the
Excess Spread.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder, the
Owner of the Excess Spread and the Company a statement setting forth the
following information as to the Excess Spread and each Class of Certificates to
the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of
such Class of Certificates allocable to interest and to the
Owner of the Excess Spread;
(iii) if the distribution to the Holders of such Class of
Certificates or such Owner is less than the full amount that would be
distributable to such Holders or Owner if there were sufficient funds
available therefor, the amount of the shortfall;
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(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of
the Mortgage Loans after giving effect to the distribution of
principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each
Class of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal
Distribution Amount and Prepayment Distribution Percentage, if
applicable;
(viii) on the basis of the most recent reports furnished to
it by Subservicers, the number and aggregate principal balances of
Mortgage Loans that are delinquent (A) one month, (B) two months and
(C) three months and (D) the number and aggregate principal balance of
Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xi) the Pass-Through Rates on the Class A-2 Certificates
and Class A-3 Certificates for such Distribution Date, separately
identifying LIBOR for such Distribution Date;
(xii) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xiii) the weighted average Spread Rate for such
Distribution Date and the Pass-Through Rate on any Class of Variable
Strip Certificates;
(xiv) the occurrence of the Credit Support
Depletion Date or the Accretion Termination Date;
(xv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvi) the Senior Percentage for such Distribution
Date;
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(xvii) the aggregate amount of Realized Losses for
such Distribution Date;
(xviii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xix) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xx) the weighted average Mortgage Rates of the Mortgage
Loans after giving effect to the amounts distributed on such
Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Owner of the Excess Spread or the Holder of a Certificate,
other than a Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
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(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.0Distribution of Reports to the Trustee and
the Company; Advances by the Master
Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders and the Owner of the Excess
Spread by the Master Servicer on request) setting forth (i) the Available
Distribution Amount and (ii) the amounts required to be withdrawn from the
Custodial Account and deposited into the Certificate Account on the immediately
succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section
4.01(a). The determination by the Master Servicer of such amounts shall, in the
absence of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be protected in relying upon the same without
any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Debt Service
Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments
were delinquent as of the close of business as of the related Determination
Date; provided that no Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the Custodial Account and
deposit in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution so used shall be
replaced by the Master Servicer by deposit in the Certificate Account on or
before 11:00 A.M. New York time on any future Certificate Account Deposit Date
to the extent that funds attributable to the Mortgage Loans that are available
in the Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders and the Excess Spread required to be made on the following
Distribution Date. The Master Servicer shall be entitled
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to use any Advance made by a Subservicer as described in Section 3.07(b) that
has been deposited in the Custodial Account on or before such Distribution Date
as part of the Advance made by the Master Servicer pursuant to this Section
4.04. The amount of any reimbursement pursuant to Section 4.02(a)(iii) in
respect of outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due Periods, which
allocation shall be made, to the extent practicable, to Monthly Payments which
have been delinquent for the longest period of time. Such allocations shall be
conclusive for purposes of reimbursement to the Master Servicer from recoveries
on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss
shall be evidenced by an Officers' Certificate. All Realized Losses, other than
Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3
Certificates until the Certificate
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Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if such Realized Losses are on a Discount Mortgage Loan, to the Class A-10
Certificates, in an amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses and the entire amount
of such Realized Losses on Non-Discount Mortgage Loans among all of the Senior
Certificates (and, in the case of the Combination Certificates, among each of
the Components thereof) (other than the Class A-10 Certificates) and, in respect
of the interest portion of such Realized Losses, the Excess Spread, on a pro
rata basis, as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on Non-Discount
Mortgage Loans will be allocated among the Class A Certificates (and, in the
case of the Combination Certificates, among each of the Components thereof)
(other than the Class A-10 Certificates), Class M, Class B and Class R
Certificates, and, in respect of the interest portion of such Realized Losses,
the Excess Spread, on a pro rata basis, as described below. The principal
portion of such losses on Discount Mortgage Loans will be allocated to the Class
A-10 Certificates in an amount equal to the related Discount Fraction thereof,
and the remainder of such losses on Discount Mortgage Loans will be allocated
among the Class A Certificates (and, in the case of the Combination
Certificates, among each of the Components thereof) (other than the Class A-10
Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as
described below. Notwithstanding the foregoing, the principal portion of a
Defaulted Mortgage Loss otherwise allocable to the Class A-7 Certificates will
be allocated to the Class A-9 Certificates until the Certificate Principal
Balance of the Class A-9 Certificates is reduced to zero.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates and the Excess Spread or
among the Components of a class of Combination Certificates means an allocation
on a pro rata basis, among the various Classes so specified and the Excess
Spread or Component, to each such Class of Certificates on the basis of their
then outstanding Certificate Principal Balances or amounts prior to giving
effect to distributions to be made on such Distribution Date in the case of the
principal portion of a Realized Loss or to each such Class of Certificates and
the Excess Spread based on the Accrued Certificate Interest thereon or amount of
Excess Spread payable on such Distribution Date (without regard to any
Compensating Interest for such Distribution Date) in the case of an interest
portion of a Realized Loss; provided that the principal amount of the Class A-7
Component Z1 and Class A-7 Component Z2 of the Class A-7 Certificates for the
purpose of allocating any portion
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of a Realized Loss thereto shall be deemed to be the lesser of (i) the original
principal amount thereof and (ii) the principal amount thereof prior to giving
effect to distributions to be made on such Distribution Date. Except as provided
in the following sentence, any allocation of the principal portion of Realized
Losses (other than Debt Service Reductions) to a Class of Certificates shall be
made by reducing the Certificate Principal Balance thereof by the amount so
allocated, which allocation shall be deemed to have occurred on such
Distribution Date. Any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to the Class B Certificates or, after the
Certificate Principal Balances of the Class B Certificates have been reduced to
zero, to the Class of Class M Certificates then outstanding with the highest
numerical designation shall be made by operation of the definition of
"Certificate Principal Balance" and by operation of the provisions of Section
4.02(a). Allocations of the interest portions of Realized Losses shall be made
by operation of the definition of "Accrued Certificate Interest" and by
operation of the provisions of Section 4.02(a). Allocations of the principal
portion of Debt Service Reductions shall be made by operation of the provisions
of Section 4.02(a). All Realized Losses and all other losses allocated to a
Class of Certificates hereunder will be allocated among the Certificates of such
Class in proportion to the Percentage Interests evidenced thereby.
Section 4.0Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.0Optional Purchase of Defaulted Mortgage
Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and
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documents relative thereto. Such assignment shall be an assignment outright and
not for security. The Master Servicer will thereupon own such Mortgage, and all
such security and documents, free of any further obligation to the Trustee, the
Certificateholders or the Owner of the Excess Spread with respect thereto.
Notwithstanding anything to the contrary in this Section 4.07, the Master
Servicer shall continue to service any such Mortgage Loan after the date of such
purchase in accordance with the terms of this Agreement and, if any Realized
Loss with respect to such Mortgage Loan occurs, allocate such Realized Loss to
the Class or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
Section 4.0Distributions on the Uncertificated REMIC I and REMIC II
Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC I Regular
Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts in
the following order of priority to the extent of the Available Distribution
Amount reduced by distributions made to the Class R-I Certificates pursuant to
Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated
REMIC I Regular Interests for such Distribution Date, plus any
Uncertificated Accrued Interest thereon remaining unpaid from any
previous Distribution Date; and
(ii) In accordance with the priority set forth in Section
4.08(b), an amount equal to the sum of the amounts in respect of
principal distributable on the Class A-1, Class A-2, Class A-4, Class
A-5, Class A-6, Class A-7 (to the extent of the Class A-7 Component Z1
and Class A-7 Component Z2), Class A-8, Class A-9, Class A-10, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II Certificates under Section 4.02(a), as allocated thereto pursuant
to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be
deemed distributed to (i) Uncertificated REMIC I Regular Interest S, (ii)
Uncertificated REMIC I Regular Interest T, (iii) Uncertificated REMIC I Regular
Interest U-1, (iv) Uncertificated REMIC I Regular Interest U-2, (v)
Uncertificated REMIC I Regular Interest V, (vi) Uncertificated REMIC I Regular
Interest W, (vii) Uncertificated REMIC I Regular Interest X and (viii)
Uncertificated REMIC I Regular Interest Y with the amount to be distributed
allocated among such interests in accordance with the priority assigned to the
(i) Class A-1 Certificates, Class A-5
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Certificates and Class A-7 Certificates (to the extent of the Class A-7
Component Z1 and Class A-7 Component Z2), (ii) Class A-2, (iii) Class A-4
Certificates (to the extent of Class A-4 Component 1), (iv) Class A-4
Certificates (to the extent of the Class A-4 Component 2), (v) Class A-6
Certificates, (vi) Class A-9 Certificates, (vii) Class A-8 Certificates, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates and (viii) the Class A-10 Certificates respectively, under Section
4.02(b) until the principal balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular
Interest Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC I Certificates relative to that assigned to the REMIC II Certificates
under Section 4.02(b).
(d) In determining from time to time the Uncertificated
REMIC I Regular Interest S Distribution Amount, Uncertificated REMIC I Regular
Interest T Distribution Amount, Uncertificated REMIC I Regular Interest U-1
Distribution Amount, Uncertificated REMIC I Regular Interest U-2 Distribution
Amount, Uncertificated REMIC I Regular Interest V Distribution Amount,
Uncertificated REMIC I Regular Interest W Distribution Amount, Uncertificated
REMIC I Regular Interest X Distribution Amount, Uncertificated REMIC I Regular
Interest Y Distribution Amount and Uncertificated REMIC I Regular Interest Z
Distribution Amount, Realized Losses allocated to the Class A-1 Certificates,
Class A-5 Certificates or Class A-7 Certificates (to the extent of the Class A-7
Component Z1) under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest S; Realized Losses allocated to the Class A-2
Certificates or Class A-3 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest T; Realized Losses
allocated to the Class A-4 Component 1 or Class A-4 Component 2, respectively,
or the Class A-7 Certificates (to the extent of the Class A-7 Component 1 or
Class A-7 Component 2) under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest U-1 or U-2 respectively; Realized Losses
allocated to the Class A-6 Certificates and Class A-7 Certificates (to the
extent of the Class A-7 Component 3) under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest V; Realized Losses
allocated to the Class A-9 Certificates and the Class A-7 Certificates (to the
extent of the Class A-7 Component 4) under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest W, Realized Losses
allocated to the Class A-8, Class A-9, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates under Section 4.05 shall
be deemed allocated to Uncertificated REMIC I Regular Interest X; Realized
Losses allocated to the Class A-10 Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest Y; and Realized
Losses allocated to the Excess Spread under Section 4.05 shall be deemed
allocated to the Uncertificated REMIC I Regular Interest Z.
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(e) On each Distribution Date the Trustee shall be deemed to
distribute from REMIC II, in the priority set forth in Sections 4.02(a) and (b),
to 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 M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates and to the Owner of the
Excess Spread the amounts distributable thereon, from the Uncertificated REMIC I
Regular Interest Distribution Amounts deemed to have been received by REMIC II
from REMIC I under this Section 4.08.
(f) Notwithstanding the deemed distributions on the
Uncertificated REMIC I Regular Interests and to the Owner of the Excess Spread
described in this Section 4.08, distributions of funds from the Certificate
Account shall be made only in accordance with Section 4.02.
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ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class R
Certificates, shall be issuable in minimum dollar denominations of $25,000 (or
$250,000 in the case of the Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates) and integral multiples of $1 (in the case of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and
Class A-9 Certificates) and $1,000 (in the case of all other Classes of
Certificates) in excess thereof, except that one Certificate of each of the
Class A-10, Class M-2, Class M-3, Class B-1 and Class B-3 Certificates may be
issued in a denomination equal to the denomination set forth as follows for such
Class or the sum of such denomination and an integral multiple of $1,000:
Class A-10 $ 25,154.95
Class M-2 $250,300.00
Class M-3 $250,500.00
Class B-1 $250,200.00
Class B-3 $250,222.04
The Class R Certificates shall be issuable in minimum denominations of
not less than a 20% Percentage Interest; provided, however, that one Class R-I
Certificate and one Class R-II Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
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(b) The Class A Certificates, other than the Class A-10 Certificates
and any Variable Strip Certificates, shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided below, registration of such Certificates may not be transferred by
the Trustee except to another Depository that agrees to hold such Certificates
for the respective Certificate Owners with Ownership Interests therein. The
Certificateholders shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-7, Class A-10
Certificates and any Variable Strip Certificates, through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to Definitive Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or
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its nominee, including, without limitation, any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Company in
connection with the issuance of the Definitive Certificates pursuant to this
Section 5.01 shall be deemed to be imposed upon and performed by the Trustee,
and the Trustee and the Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
(c) From time to time the Company, with the written consent of the
Owner of the Excess Spread, may cause an additional Class of Class A
Certificates which are Variable Strip Certificates to be issued under this
Agreement, which shall bear a numerical designation immediately sequentially
following the highest numerical designation of Class A Certificates previously
issued and which on and after the date of issuance of such Class of Variable
Strip Certificates will evidence ownership of the Uncertificated REMIC Regular
Interest or Interests specified by the Company. The Variable Strip Certificates
shall be substantially in the forms set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the original issue,
be executed and delivered by the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the Company in accordance
with Section 5.01(a).
Section 5Registration of Transfer and Exchange of
Certificates and Restrictions on Transfer
of Excess Spread.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class A-7, Class M, Class B or Class R
Certificate, upon satisfaction of the conditions set forth below, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates
may be exchanged for other Certificates of authorized denominations
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of a like Class and aggregate Percentage Interest, upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver the Certificates of such
Class which the Certificateholder making the exchange is entitled to receive.
Every Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder thereof or
his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class A-7
Certificate or Class B Certificate shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state securities laws or
is made in accordance with said Act and laws. Except as provided in Section
5.02(e), in the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer; provided that such Opinion
of Counsel will not be required in connection with the initial transfer of any
such Certificate by the Company or any Affiliate thereof to an Affiliate of the
Company and (B) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit J-1 hereto, and the
Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit K hereto, each acceptable to and in form
and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to an Affiliate of the Company, and the Trustee
shall be entitled to conclusively rely upon a representation (which, upon the
request of the Trustee, shall be a written representation) from the Company of
the status of such transferee as an Affiliate of the Company, or (ii) the
prospective transferee of such a Certificate shall be required to provide the
Trustee, the Company and the Master Servicer with an investment letter
substantially in the form of Exhibit L attached hereto (or such other form as
the Company in its sole discretion deems acceptable), which investment letter
shall not be an expense of the Trustee, the Company or the Master Servicer, and
which investment letter states that, among other things, such transferee (A) is
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (B) is aware
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that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class A-9, Class M or Class B or Class R
Certificate presented for registration in the name of any Plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), any Person acting, directly or indirectly, on behalf of any such
Plan or any Person acquiring such Certificates with "plan assets" of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. ss.2510.3-101, the prospective transferee shall provide the Trustee, the
Company and the Master Servicer with either (i) an Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee, the Company and the
Master Servicer to the effect that the purchase of Certificates is permissible
under applicable law, will not constitute or result in any prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer or
(ii) in lieu of such Opinion of Counsel, a certification in the form of Exhibit
J-2 to this Agreement (with respect to any Class A-9, Class M, Class B or Class
R Certificate) which the Trustee may rely upon without further inquiry or
investigation; provided, however, that such Opinion of Counsel or certification
will not be required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to an Affiliate of the
Company (in which case, the Company or any Affiliate thereof shall have deemed
to have represented that such Affiliate is not a Plan or a Person investing
"plan assets" of any Plan) and the Trustee shall be entitled to conclusively
rely upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Company of the status of such transferee as an
Affiliate of the Company. So long as the Class A-9 Certificates are Book-Entry
Certificates, will not be required to deliver the opinion of the certification
described above, but in lieu thereof a purchaser of a Class A-9 Certificate will
be deemed to have represented by such purchase that either (a) such purchaser is
not a Plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code and is not purchasing such Certificates on behalf of or with
"plan assets" of any Plan or (b) the purchase of any such Certificate by or on
behalf of or with "plan assets" of any Plan is permissible under applicable law,
will not result in any non-exempt prohibited transaction under ERISA or Section
4975 of the Code, and
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will not subject the Master Servicer, the Company or the Trustee to any
obligation in addition to those undertaken in this Agreement.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that
it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to
the Master Servicer, representing and warranting, among other things,
that no purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other
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Person to whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its Ownership Interest
unless it provides a certificate to the Trustee in the form attached
hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in
a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulation Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section 5.02(f) and
to the extent that the retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the
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holder or any prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall promptly endorse and
deliver each Class R Certificate in accordance with the instructions of the
Master Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Master Servicer or its
Affiliates), expenses and taxes due, if any, will be remitted by the Master
Servicer to such purported Transferee. The terms and conditions of any sale
under this clause (iii)(B) shall be determined in the sole discretion of the
Master Servicer, and the Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Class R Certificate to any Person who is a Disqualified Organization,
including the information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment company, real
estate investment trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation for
providing such information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or Class
R Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer, to
the effect that such modification, addition to or absence of such
provisions will not cause either REMIC I or REMIC II to cease to
qualify as a REMIC and will not cause (x) either REMIC I or REMIC II to
be subject to an entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization or
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(y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to a
Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be destroyed by the Certificate Registrar.
(i) So long as the Excess Spread remains uncertificated, no transfer,
sale, pledge or other disposition thereof shall be made by Residential Funding.
Section 5Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the
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Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders and the Owner of the Excess Spread
pursuant to Section 4.02. In the event of any such appointment, on or prior to
each Distribution Date the Master Servicer on behalf of the Trustee shall
deposit or cause to be deposited with the Paying Agent a sum sufficient to make
the payments to the Certificateholders and the Owner of the Excess Spread in the
amounts and in the manner provided for in Section 4.02, such sum to be held in
trust for the benefit of the Certificateholders and the Owner of the Excess
Spread.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders and the Owner of the Excess Spread in trust for the benefit
of the Certificateholders and such Owner entitled thereto until such sums shall
be paid to such Certificateholders and such Owner. Any sums so held by such
Paying Agent shall be held only in Eligible Accounts to the extent such sums are
not distributed to the Certificateholders and such Owner on the date of receipt
by such Paying Agent.
Section 5Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance
is less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of one month's Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
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surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon, any
previously unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto
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except to receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such Distribution
Date shall remain outstanding hereunder. The Master Servicer or the Company, as
applicable, shall be for all purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 3.21, Section 7.01 or Section 10.01 to assume any obligations of the
Master Servicer or to appoint a designee to assume such obligations, nor is it
liable for any other obligation hereunder that it may, but is not obligated to,
assume unless it elects to assume such obligation in accordance herewith.
Section 6Merger or Consolidation of the Company or
the Master Servicer; Assignment of Rights
and Delegation of Duties by Master
Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R Certificates in effect immediately
prior to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such effect from each
Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on
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behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee and the
Company, is willing to service the Mortgage Loans and executes and delivers to
the Company and the Trustee an agreement, in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to such assignment
and delegation will not be qualified, reduced or withdrawn as a result of such
assignment and delegation (as evidenced by a letter to such effect from each
Rating Agency).
In the case of any such assignment and delegation, the Master Servicer shall be
released from its obligations under this Agreement, except that the Master
Servicer shall remain liable for all liabilities and obligations incurred by it
as Master Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6Limitation on Liability of the Company, the Master Servicer
and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders or the Owner of
the Excess Spread for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Company, the Master
Servicer or any such Person against any breach of warranties or representations
made herein or any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of obligations and duties hereunder. The
Company, the Master Servicer and any director, officer, employee or agent of the
Company or the Master Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Company, the Master Servicer and any director,
officer, employee or agent of the Company or the Master Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability;
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provided, however, that the Company or the Master Servicer may in its discretion
undertake any such action, proceeding, hearing or examination that it may deem
necessary or desirable in respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders and the Owner of
the Excess Spread hereunder. In such event, the legal expenses and costs of such
action, proceeding, hearing or examination and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund, and the Company and
the Master Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 and, on the Distribution Date(s) following such
reimbursement, the aggregate of such expenses and costs shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such expenses and costs constituted a Prepayment Interest
Shortfall.
Section 6Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to
be distributed to the Owner of the Excess Spread or the Holders of
Certificates of any Class any distribution required to be made under
the terms of the Certificates of such Class and this Agreement and, in
either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to the
Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Owner of the Excess Spread
or the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in
any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any Class
or in this Agreement and such failure shall continue unremedied for a
period of 30 days (except that such number of days shall be 15 in the
case of a failure to pay the premium for any Required Insurance Policy)
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee or the Company, or to the Master Servicer, the Company and
the Trustee by the Owner of the Excess Spread or the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator in any
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insolvency, readjustment of debt, marshalling of assets and
liabilities, or similar proceedings of, or relating to, the Master
Servicer or of, or relating to, all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates or the Owner of the Excess Spread
entitled to at least 51% of the Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Company if given by the Trustee or to
the Trustee if given by the Company), terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Master Servicer and the
Company, immediately terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder as provided in
Section 4.04(b). On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for administration by it
of all cash amounts which shall at the time be credited to the Custodial Account
or the Certificate Account or thereafter be received with respect to the
Mortgage Loans. No such termination shall release the Master Servicer for any
liability that it would otherwise have hereunder for any act or omission prior
to the effective time of such termination.
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Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02, 2.03(a) and 3.21, excluding the duty to notify related
Subservicers or Sellers as set forth in such Sections, and its obligations to
deposit amounts in respect of losses incurred prior to such notice or
termination on the investment of funds in the Custodial Account or the
Certificate Account pursuant to Sections 3.07(c) and 4.01(b) by the terms and
provisions hereof); provided, however, that any failure to perform such duties
or responsibilities caused by the preceding Master Servicer's failure to provide
information required by Section 4.04 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee shall be entitled to
all funds relating to the Mortgage Loans which the Master Servicer would have
been entitled to charge to the Custodial Account or the Certificate Account if
the Master Servicer had continued to act hereunder and, in addition, shall be
entitled to the income from any Permitted Investments made with amounts
attributable to the Mortgage Loans held in the Custodial Account or the
Certificate Account. If the Trustee has become the successor to the Master
Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, which is also a
FNMA- or FHLMC-approved mortgage servicing institution, having a net worth of
not less than $10,000,000 as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee shall
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become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.20% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
Section 7Notification to Certificateholders and Owner of the Excess
Spread.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders and the Owner of the Excess Spread at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates and the Owner of
the Excess Spread notice of each such Event of Default hereunder known to the
Trustee, unless such Event of Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder, and the Owner
of the Excess Spread if affected thereby, may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and the Owner of the Excess Spread
if so affected and (b) no waiver pursuant to this Section 7.04 shall affect the
Holders of Certificates or the Owner of the Excess Spread in the manner set
forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a default
or Event of Default by the Holders representing the requisite percentage of
Voting Rights of Certificates affected by such default or Event of Default, such
default or Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders and the Owner of the Excess Spread of any such documents
which do not materially conform to the requirements of this Agreement in the
event that the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of both REMIC I and REMIC II as REMICs under the REMIC Provisions and (subject
to Section 10.01(f)) to prevent the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either REMIC I or
REMIC II to the extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants
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or obligations shall be read into this Agreement against the Trustee
and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee by the Company or the
Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of Certificateholders of any
Class holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder
or the Owner of the Excess Spread; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend or risk
its own funds (including, without limitation, the making of any
Advance) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably assured to
it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of
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the Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.
Section 8Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders or the
Owner of the Excess Spread, pursuant to the provisions of this
Agreement, unless such Certificateholders or such Owner shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default (which
has not been cured), to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill
in their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do
by Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable
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time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition
to so proceeding. The reasonable expense of every such examination
shall be paid by the Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the Certificateholder
requesting the investigation;
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns prepared by or on behalf of the Master
Servicer that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause either REMIC I or REMIC II
to fail to qualify as a REMIC at any time that any Certificates are outstanding
or (ii) cause the Trust Fund to be subject to any federal tax as a result of
such contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the
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Company or the Master Servicer of any of the Certificates or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Company or the Master Servicer in respect of the Mortgage Loans or deposited in
or withdrawn from the Custodial Account or the Certificate Account by the
Company or the Master Servicer.
Section 8Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
Section 8Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after the
Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for
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settlement of any claim by the Trustee entered into without the prior
consent of the Master Servicer which consent shall not be unreasonably
withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders or the Owner of the Excess Spread
pursuant to the terms of this Agreement.
Section 8Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take
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charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee. In addition, in the event that the Company
determines that the Trustee has failed (i) to distribute or cause to be
distributed to the Certificateholders or the Owner of the Excess Spread any
amount required to be distributed hereunder, if such amount is held by the
Trustee or its Paying Agent (other than the Master Servicer or the Company) for
distribution or (ii) to otherwise observe or perform in any material respect any
of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or
30 days (in respect of clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied, shall have been given to
the Trustee by the Company, then the Company may remove the Trustee and appoint
a successor trustee by written instrument delivered as provided in the preceding
sentence. In connection with the appointment of a successor trustee pursuant to
the preceding sentence, the Company shall, on or before the date on which any
such appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates or Excess Spread entitled to at least
51% of the Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Company, one complete set to the
Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by
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a Custodian, which shall become the agent of any successor trustee hereunder),
and the Company, the Master Servicer and the predecessor trustee shall execute
and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates or Excess Spread at their addresses as
shown in the Certificate Register. If the Company fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.
Section 8Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders and the Owner of the Excess Spread at
their address as shown in the Certificate Register.
Section 8Appointment of Co-Trustee or Separate
Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment
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within 15 days after the receipt by it of a request so to do, or in case an
Event of Default shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates or
the Owner of the Excess Spread of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee
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agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders and the Owner of the Excess Spread. Each Custodian shall be a
depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodial Agreement may be amended only as provided in Section 12.01.
The Trustee shall notify the Certificateholders and the Owner of the Excess
Spread of the appointment of any Custodian (other than the Custodian appointed
as of the Closing Date) pursuant to this Section 8.11.
Section 8Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 14 Wall Street, New
York, New York 10005 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 11.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
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ARTICLE IX
TERMINATION
Section 9Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of
All Mortgage Loans.
(a) Subject to Section 9.03, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates and the Excess Spread (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the Owner of the Excess Spread and the obligation
of the Company to send certain notices as hereinafter set forth) shall terminate
upon the last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate to, but not including, the
first day of the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date
hereof and provided further that the purchase price set forth above
shall be increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of either REMIC I or REMIC II as a
REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In
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addition, the Master Servicer or the Company, as applicable, shall provide to
the Trustee the certification required by Section 3.15 and the Trustee and any
Custodian shall, promptly following payment of the purchase price, release to
the Master Servicer or the Company, as applicable, the Mortgage Files pertaining
to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders and the Owner of the Excess Spread (whether as a result of
the exercise by the Master Servicer or the Company of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms hereof)
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer or the Company, as applicable (if it is exercising its
right to purchase the assets of the Trust Fund), or by the Trustee (in any other
case) by letter to the Certificateholders and the Owner of the Excess Spread
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates and the Excess Spread is anticipated to be
made upon presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known,
and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R Certificates, that
payment will be made only upon presentation and surrender of the
Certificates at the office or agency of
the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders and the Owner of the Excess Spread as aforesaid, it
shall give such notice to the Certificate Registrar at the time such notice is
given to Certificateholders and the Owner of the Excess Spread. In the event
such notice is given by the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate Account before
the Final Distribution Date in immediately available funds an amount equal to
the purchase price for the assets of the Trust Fund computed as above provided.
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(c) In the case of the Class A, Class M and the Class R Certificates,
upon presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued Certificate Interest and any
previously unpaid Accrued Certificate Interest, subject to the priority set
forth in Section 4.02(a), and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A) and the Excess
Spread. The Trustee shall also distribute to the Owner the Excess Spread.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9Termination of REMIC II.
REMIC II shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the Uncertificated REMIC I
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Regular Interests and the last distribution due on the Class A, Class M, Class B
and Class R-II Certificates is made.
Section 9Additional Termination Requirements.
(a) REMIC I and REMIC II as the case may be, shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of REMIC I and REMIC II, as the case may be, to
comply with the requirements of this Section 9.03 will not (i) result in the
imposition on the Trust of taxes on "prohibited transactions," as described in
Section 860F of the Code, or (ii) cause either REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for REMIC I and REMIC II, as the case may be, and specify the
first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for REMIC I and REMIC II, as the case may be,
under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its
right to purchase the assets of the Trust Fund, the Master Servicer
shall, during the 90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the assets of the Trust Fund
for cash; provided, however, that in the event that a calendar quarter
ends after the commencement of the 90-day liquidation period but prior
to the Final Distribution Date, the Master Servicer or the Company
shall not purchase any of the assets of the Trust Fund prior to the
close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for REMIC I and REMIC II at the expense of the
Trust Fund in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 1REMIC Administration.
(a) The REMIC Administrator shall make an election to treat
each of REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Each such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. For the purposes of the
REMIC I election in respect of the Trust Fund, Uncertificated REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interest" in
REMIC I. For the purposes of the REMIC II election in respect of the Trust Fund,
each of the Class A, Class M and Class B Certificates and the Excess Spread
shall be designated as the "regular interests" and the Class R-II Certificates
shall be designated as the sole class of "residual interests" in REMIC II. The
REMIC Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in REMIC I or REMIC
II other than the Uncertificated REMIC I Regular Interests and the Class R-I
Certificates and the REMIC II Certificates, the Excess Spread and the Class R-II
Certificates, respectively.
(b) The Closing Date is hereby designated as the "startup day"
of the Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of all Class R-I Certificates and Class
R-II Certificates and shall be designated as "the tax matters person" with
respect to REMIC I and REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. Residential Funding, as tax matters person, shall (i) act on
behalf of REMIC I and REMIC II in relation to any tax matter or controversy
involving the Trust Fund and (ii) represent the Trust Fund in any administrative
or judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability resulting therefrom shall be expenses of the Trust Fund and the
REMIC Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence.
If the REMIC Administrator is no longer the Master Servicer hereunder, at its
option the REMIC Administrator may continue its duties as REMIC Administrator
and shall be paid reasonable
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compensation not to exceed $3,000 per year by any successor Master Servicer
hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be
prepared all of the Tax Returns that it determines are required with respect to
either REMIC I or REMIC II created hereunder and deliver such Tax Returns in a
timely manner to the Trustee and the Trustee shall sign and file such Tax
Returns in a timely manner. The expenses of preparing such returns shall be
borne by the REMIC Administrator without any right of reimbursement therefor.
The REMIC Administrator agrees to indemnify and hold harmless the Trustee with
respect to any tax or liability arising from the Trustee's signing of Tax
Returns that contain errors or omissions. The Trustee and Master Servicer shall
promptly provide the REMIC Administrator with such information as the REMIC
Administrator may from time to time request for the purpose of enabling the
REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any
Transferor of a Class R Certificate such information as is necessary for the
application of any tax relating to the transfer of a Class R Certificate to any
Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee
shall forward to the Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption) and (iii) to the Internal Revenue Service the name,
title, address and telephone number of the person who will serve as the
representative of each of REMIC I and REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take
such actions and shall cause each of REMIC I and REMIC II created hereunder to
take such actions as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set forth
herein as shall be necessary or desirable to maintain the status thereof as
REMICs under the REMIC Provisions (and the Trustee shall assist the Master
Servicer and the REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). The Master Servicer and
the REMIC Administrator shall not knowingly or intentionally take any action,
cause each of REMIC I and REMIC II to take any action or fail to take (or fail
to cause to be taken) any action reasonably within their respective control,
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of either REMIC I or REMIC II as a REMIC or (ii)
result in the imposition of a tax upon each of REMIC I or REMIC II (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of an Opinion of
Counsel or the indemnification referred to in this sentence, an "Adverse REMIC
Event") unless the Master Servicer or the REMIC Administrator, as applicable,
has received an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Master Servicer
or the
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REMIC Administrator, as applicable, determines that taking such action is in the
best interest of the Trust Fund and the Certificateholders, at the expense of
the Trust Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to each of REMIC I and REMIC II created hereunder, endanger
such status or, unless the Master Servicer, the REMIC Administrator or both, as
applicable, determine in its or their sole discretion to indemnify the Trust
Fund against the imposition of such a tax, result in the imposition of such a
tax. Wherever in this Agreement a contemplated action may not be taken because
the timing of such action might result in the imposition of a tax on the Trust
Fund, or may only be taken pursuant to an Opinion of Counsel that such action
would not impose a tax on the Trust Fund, such action may nonetheless be taken
provided that the indemnity given in the preceding sentence with respect to any
taxes that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to REMIC I or REMIC II or
their assets, or causing REMIC I and REMIC II to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to REMIC I or REMIC II, and the Trustee shall
not take any such action or cause REMIC I or REMIC II to take any such action as
to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The Master
Servicer or the REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer will to the extent
within its control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of REMIC I and REMIC II as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of REMIC I and REMIC II created hereunder as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property" of REMIC I or
REMIC II as defined in Section 860G(c) of the Code, on any contributions to
REMIC I or REMIC II after the Startup Day therefor pursuant to Section 860G(d)
of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local tax laws, such tax shall be charged (i) to the
Master Servicer, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under this
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Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal
income tax purposes, maintain books and records with respect to REMIC I and
REMIC II on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor
the Trustee shall accept any contributions of assets to REMIC I and REMIC II
unless (subject to 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in REMIC I and
REMIC II will not cause REMIC I and REMIC II to fail to qualify as REMICs at any
time that any Certificates are outstanding or subject REMIC I and REMIC II to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject
to Section 10.01(f)) enter into any arrangement by which REMIC I and REMIC II
will receive a fee or other compensation for services nor permit either such
REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, the "latest possible maturity date" of (i) each Class
of Certificates representing, or evidencing ownership of, a regular interest in
REMIC II and (ii) each Uncertificated REMIC I Regular Interest is December [28],
2026, which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized
Debt Obligations" for REMIC I and REMIC II.
(m) Neither the Trustee nor the Master Servicer shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I and
REMIC II, (iii) the
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termination of REMIC I and REMIC II pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for REMIC I and REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain
nor accept any contributions to REMIC I and REMIC II after the Closing Date
unless it has received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect adversely the status of REMIC I
and REMIC II as REMICs or (b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause REMIC I and
REMIC II to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
Section 1Master Servicer, REMIC Administrator and
Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Company or the Master Servicer, as a result of a
breach of the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust
Fund, the Company, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company, the Master Servicer or the Trustee, as
a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund,
the Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R-I Certificates and Class R-II Certificates, by virtue of their being
the "residual interests" in REMIC I and REMIC II, respectively,
provided that (A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as
of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not (subject to Section
10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the
party seeking so to modify, eliminate or add such provisions), cause
either
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REMIC I or REMIC II or any of the Certificateholders (other than the
transferor) to be subject to a federal tax caused by a transfer to a
Person that is not a Permitted Transferee, or
(vi) to provide for the Excess Spread to be
certificated and designated as a Variable Strip Certificate,
or
(vii) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby
and the Owner of the Excess Spread, if affected thereby, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class or of the Excess
Spread; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate or
the Excess Spread without the consent of the Holder of such Certificate
or the Owner of the Excess Spread,
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause either REMIC I or REMIC
II to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder and the Owner of the Excess Spread. It shall not be necessary
for the consent of Certificateholders under this Section 11.01 to approve the
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particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulation Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection
with the provision of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or otherwise amended in any
manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) either REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
In the event that the Company elects to provide such coverage in the form of a
limited guaranty provided by General Motors Acceptance Corporation, the Company
may elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M (in which case
Residential Funding's Subordinate Certificate Loss Obligation as described in
such exhibit shall be established by Residential Funding's consent to such
amendment) and that the limited guaranty shall be executed in the form attached
hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed
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and approved the content of such forms and that the Trustee's consent or
approval to the use thereof is not required.
Section 1Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to at least 25% of
the Voting Rights), but only upon direction accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 1Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) Neither the Owner of the Excess Spread, nor any Certificateholder
shall have any right to vote (except as expressly provided herein) or in any
manner otherwise control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders or the Owner of the Excess Spread from time to time as
partners or members of an association; nor shall any Certificateholder or the
Owner of the Excess Spread be under any liability to any third person by reason
of any action taken by the parties to this Agreement pursuant to any provision
hereof.
(c) Neither the Owner of the Excess Spread nor any Certificateholder
shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee
a written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates of any Class evidencing in
the aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request
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upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder and the Owner of the
Excess Spread with every other Certificateholder and the Trustee, that no one or
more Holders of Certificates of any Class shall have any right in any manner
whatever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates of such
Class or any other Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the common benefit of
Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section 11.03, each and
every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.
Section 1Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 1Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Bond Administration Team Leader or such other
address as may be hereafter furnished to the Company and the Trustee by the
Master Servicer in writing, (c) in the case of the Trustee, One First National
Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention: Residential Funding
Corporation Series 1996-S25 or such other address as may hereafter be furnished
to the Company and the Master Servicer in writing by the Trustee, (d) in the
case of Fitch, One State Street Plaza, New York, New York 10004, or such other
address as may hereafter be furnished to the Company, the Trustee and the Master
Servicer in writing by Fitch and (e) in the case of Standard & Poor's, 25
Broadway, New York, New York 10004 or such other address as may be hereafter
furnished to the Company, the Trustee and the Master Servicer by Standard &
Poor's. Any notice required or permitted to be mailed to a Certificateholder
shall be given by
[NY01:250051.5] 16069-00383 01/03/97 3:56pm
150
<PAGE>
first class mail, postage prepaid, at the address of such holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 1Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's
blanket fidelity bond and the errors and omissions insurance policy
required by Section 3.12 or the cancellation or modification of
coverage under any such instrument,
(e) the statement required to be delivered to the
Holders of each Class of Certificates and the Owner of the
Excess Spread pursuant to Section 4.03,
(f) the statements required to be delivered pursuant
to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account
or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates or the Owner of the Excess Spread
resulting from the failure by the Master Servicer to make an Advance
pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan;
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
[NY01:250051.5] 16069-00383 01/03/97 3:56pm
151
<PAGE>
Section 1Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for
Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust or other entity not subject to taxation
for federal income tax purposes and (ii) the adoption of the Supplemental
Article will not endanger the status of the Trust Fund as a REMIC or (subject to
Section 10.01(f)) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code.
[NY01:250051.5] 16069-00383 01/03/97 3:56pm
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<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
[NY01:250051.5] 16069-00383 01/03/97 3:56pm
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of December, 1996 before me, a notary public
in and for said State, personally appeared _______________, known to me to be a
______________ of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
[NY01:250051.5] 16069-00383 01/03/97 3:56pm
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of December, 1996 before me, a notary public
in and for said State, personally appeared _______________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
[NY01:250051.5] 16069-00383 01/03/97 3:56pm
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of December, 1996 before me, a notary public
in and for said State, personally appeared ___________________, known to me to
be a ____________________ of The First National Bank of Chicago, the national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said corporation, and acknowledged to
me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
[NY01:250051.5] 16069-00383 01/03/97 3:56pm
<PAGE>
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
[NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO
THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
POOLING AND
SERVICING AGREEMENT (THE "AGREEMENT") OR (II) A CERTIFICATION IN THE
FORM SET
FORTH IN EXHIBIT J-2 OF THE AGREEMENT.]
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH
ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE
LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 30,
1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ___% OF THE STANDARD
PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND
ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS
CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL
CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT
OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______
PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE
APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A
RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO
THE CONSTANCY
OF THE PASS-THROUGH RATE.]
1
<PAGE>
Certificate No. __ [_____%] [_____%] [_____%]
[Variable] [_____%] [_____%]
[Adjustable] Pass-Through
Rate
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest:
- ----%
Agreement and Cut-off Date:
December 1, 1996
First Distribution Date: Aggregate Initial
Certificate Principal
Balance of
January 25, 1997 the Class A-1 Certificates:
$------------
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this
Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
December 26, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S25
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
2
<PAGE>
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
A-___ Certificates, both as specified above) in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one-to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and The First National Bank of Chicago, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] principal, if any required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to
3
<PAGE>
the extent of distributions allocable to principal and any Realized
Losses allocable hereto.
[No transfer of this Class A-7 Certificate will be made unless
the transferee provides the Trustee with either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class A-7 Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master Servicer to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) in lieu of such opinion of counsel, a certification in the form set forth
in Exhibit J-2 to the Agreement.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made
4
<PAGE>
upon the Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders of any of the
Certificates and, in certain additional circumstances, without the consent of
the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the
5
<PAGE>
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.
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: December 30, 1996 THE FIRST NATIONAL
BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL
BANK OF CHICAGO,
as Certificate
Registrar
By:
Authorized Signatory
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>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES, THE EXCESS SPREAD [,] [AND] [CLASS R CERTIFICATES] [,]
[AND]
[CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M- 2 CERTIFICATES] [AND CLASS
M-3
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE
PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT (THE
"AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2
OF THE
AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 30,
1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ____% OF THE STANDARD
PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS
CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $ OF OID PER $1,000 OF INITIAL
CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID
ATTRIBUTABLE
TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED
UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION [OR AT ANY OTHER RATE.]
<PAGE>
Certificate No. ___ _____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance of the
Class M-_ Certificates:
$---------------
Date of Pooling and Servicing Percentage Interest:
----%
Agreement and Cut-off Date:
December 1, 1996 Initial Certificate Principal
Balance of this Certificate:
$---------------
First Distribution Date:
January 25, 1997
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
December 26, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S25
evidencing a percentage interest in any distributions allocable to the
Class M-_ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
M-_ Certificates, both as specified
2
<PAGE>
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class M-_
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M-_ Certificate will be made unless
the transferee provides the Trustee with either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer
3
<PAGE>
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class M-_ Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code and will not
subject the Trustee, the Company or the Master Servicer to any obligation or
liability in addition to those undertaken in the Agreement or (ii) in lieu of
such opinion of counsel, a certification in the form set forth in Exhibit J-2 to
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
4
<PAGE>
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the
5
<PAGE>
Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date
upon which the proceeds of any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: December 30, 1996 THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
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:
nature 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>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES, THE EXCESS SPREAD, THE CLASS R CERTIFICATES [,] [AND] THE
CLASS M
CERTIFICATES [,] [AND] [THE CLASS B-1 CERTIFICATES] [AND THE CLASS B-2
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE
TRANSFEREE
PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT (THE
"AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2
OF THE
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE
EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
CODE. THE
FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S.
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE.
THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 30, 1996. ASSUMING
THAT THE
MORTGAGE LOANS PREPAY AT ____% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN
ISSUED WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE,
THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.]
<PAGE>
Certificate No. __ _____% Pass-Through
Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
December 1, 1996
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
January 25, 1997
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
December 26, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S25
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I,
Inc. is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the aggregate Initial Certificate Principal Balance of all
Class B-__
2
<PAGE>
Certificates, both as specified above) in certain distributions with respect to
a Trust Fund consisting primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold
by Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless
the transferee provides the Trustee with either (i) an opinion of counsel
acceptable to and in form and substance
3
<PAGE>
satisfactory to the Trustee, the Company and the Master Servicer with respect to
the permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code (the "Code") and stating, among other things, that the transferee's
acquisition of a Class B Certificate is permissible under applicable law, will
not constitute or result in any non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability in addition to
those undertaken in the Agreement or (ii) in lieu of such opinion of counsel, a
certification in the form set forth in Exhibit J-2 to the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
4
<PAGE>
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the
5
<PAGE>
Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date
upon which the proceeds of any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: December 30, 1996 THE FIRST NATIONAL
BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
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>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT
TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A
DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
<PAGE>
Certificate No. ___ _____% Pass-Through
Rate
Class [R-I] [R-II] Senior Aggregate
Initial Certificate Principal
Balance of the Class [R-I] [R-II]
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
December 1, 1996 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
January 25, 1997
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP ______-_____
Assumed Final Distribution Date:
December 26, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S25
evidencing a percentage interest in any distributions allocable to the
Class [R-I] [R-II] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
[R-I] [R-II] Certificates, both as
2
<PAGE>
specified above) in certain distributions with respect to a Trust Fund,
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class [R-I]
[R-II] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this
3
<PAGE>
Certificate at the office or agency appointed by the Trustee for that purpose in
the City and State of New York. The Initial Certificate Principal Balance of
this Certificate is set forth above. The Certificate Principal Balance hereof
will be reduced to the extent of distributions allocable to principal and any
Realized Losses allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this Certificate will remain
outstanding under the Agreement and the Holder hereof may have additional
obligations with respect to this Certificate, including tax liabilities, and may
be entitled to certain additional distributions hereon, in accordance with the
terms and provisions of the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
4
<PAGE>
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the
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<PAGE>
Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date
upon which the proceeds of any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: December 30, 1996 THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II] Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
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>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of December 1, 1996, by and among THE
FIRST NATIONAL BANK OF CHICAGO, as trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as company (together with any successor in interest, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
any successor in interest or successor under the Pooling Agreement referred to
below, the "Master Servicer"), and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee
have entered into a Pooling and Servicing Agreement, dated as of December 1,
1996, relating to the issuance of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1996-S25 (as in effect on the
date of this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds
<PAGE>
and will hold the Mortgage Files as agent for the Trustee, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all
documents required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing
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<PAGE>
Officer, that the Master Servicer or a Subservicer, as the case may be, has made
a deposit into the Certificate Account in payment for the purchase of the
related Mortgage Loan in an amount equal to the Purchase Price for such Mortgage
Loan, the Custodian shall release to the Master Servicer the related Mortgage
File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a list of all of
the documents relating to the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage
Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master
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<PAGE>
Servicer shall deliver to the Custodian a trust receipt signed by a Servicing
Officer on behalf of the Master Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File or such document to the Master
Servicer. The Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Custodian when the need therefor by
the Master Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage File or such document
has been delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
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<PAGE>
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Custodian and one copy to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
5
<PAGE>
The Trustee may remove the Custodian at any time. In such
event, the Trustee shall appoint, or petition a court of competent jurisdiction
to appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
------------------------------------
Person into which the Custodian may be merged or converted or with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall be
a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties hereto, and
neither the Company, the Master Servicer nor the Trustee shall enter
6
<PAGE>
into any amendment hereof except as permitted by the Pooling Agreement. The
Trustee shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling Agreement and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
7
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: THE FIRST NATIONAL BANK
OF
CHICAGO,
as Trustee
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation
Series 1996-S25
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
8
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF ______________ )
On the _____ day of December, 1996, before me, a notary public
in and for said State, personally appeared _______________________, known to me
to be a Vice President of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary
Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1996, before me, a notary public
in and for said State, personally appeared Kathleen Marshall, known to me to be
a Trust Officer of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1996, before me, a notary public
in and for said State, personally appeared ________________, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the _____ day of December, 1996, before me, a notary public
in and for said State, personally appeared ________________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 30, 1996
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Re: Custodial Agreement, dated as of December 1,
1996, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series
1996-S25
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Re: Custodial Agreement dated as of December 1,
1996, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series
1996-S25
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents related to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Re: Custodial Agreement dated as of December 1,
1996, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series
1996-S25
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule containing (I) with respect to each such Mortgage Loan
(other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee
or an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or
<PAGE>
assignments of the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee or a copy
of such assignment or assignments of the Mortgage certified by the
public recording office in which such assignment or assignments have
been recorded; and
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage Loan or
a copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the
Assignment of Proprietary Lease;
4
<PAGE>
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
5
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 12/16/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 14.50.21 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S25 CUTOFF : 12/01/96
POOL : 0004234
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1470208 637/728 F 300,000.00 ZZ
360 297,652.95 1
5 HAYWARD FARMS LANE 7.875 2,175.21 90
7.625 2,175.21 335,000.00
NORTH READING MA 01864 1 12/29/95 14
0380363136 05 02/01/96 25
4679007 O 01/01/26
0
1475896 447/447 F 322,000.00 ZZ
360 312,309.49 1
350 STAYSAIL COURT 6.750 2,088.49 75
6.500 2,088.49 430,000.00
FOSTER CITY CA 94404 1 03/04/94 00
3253242 05 05/01/94 0
3253242 O 04/01/24
0
1484071 707/707 F 650,000.00 ZZ
360 648,003.05 1
44-453 KANEOHE BAY DRIVE 8.500 4,997.94 63
8.250 4,997.94 1,035,000.00
KANEOHE HI 96744 2 06/14/96 00
0522350 05 08/01/96 0
0522350 O 07/01/26
0
1498781 776/G01 F 156,000.00 ZZ
360 155,810.31 1
1127 QUAIL RUN COURT 8.500 1,199.51 77
8.250 1,199.51 205,000.00
SAN JOSE CA 95118 2 09/25/96 00
0430083741 05 11/01/96 0
1
6228122 O 10/01/26
0
1498920 E05/E05 F 248,000.00 ZZ
360 246,869.86 1
1869 WEATHERHILL 8.250 1,863.15 80
8.000 1,863.15 310,000.00
DEXTER MI 48130 1 04/29/96 00
36673 05 06/01/96 0
36673 O 05/01/26
0
1501600 998/G01 F 223,960.00 BB
360 223,253.24 1
14866 W MIDDLE ROAD 8.375 1,702.26 80
8.125 1,702.26 279,950.00
TRACY CA 95376 1 06/27/96 00
0430057109 05 08/01/96 0
99413619 O 07/01/26
0
1503054 964/G01 F 464,750.00 ZZ
360 464,266.28 1
4812 BYINGTON DRIVE 9.250 3,823.38 80
9.000 3,823.38 580,963.00
SAN JOSE CA 95138 1 09/19/96 00
0430055905 05 11/01/96 0
18651 O 10/01/26
0
1507153 A46/G01 F 406,000.00 ZZ
360 406,000.00 1
13706 NEILS BRANCH DRIVE 8.375 3,085.89 80
8.125 3,085.89 508,850.00
HOUSTON TX 77077 1 11/08/96 00
0430078899 03 01/01/97 0
1394666 O 12/01/26
0
1509030 286/286 F 442,400.00 ZZ
360 440,475.91 1
65 CHEVAUX CT 8.250 3,323.61 80
8.000 3,323.61 553,000.00
ATLANTA GA 30342 1 05/30/96 00
931676 05 07/01/96 0
931676 O 06/01/26
0
1
1512920 998/G01 F 266,000.00 ZZ
360 265,384.96 1
21105 CASTLEROCK ROAD 9.000 2,140.30 95
8.750 2,140.30 280,000.00
YORBA LINDA CA 92686 1 07/18/96 04
0430057158 05 09/01/96 30
99432825 O 08/01/26
0
1515428 A52/G01 F 510,000.00 ZZ
360 509,683.01 1
2125 SUGARLOAF CLUB DRIVE 8.375 3,876.37 66
8.125 3,876.37 773,535.00
DULUTH GA 30136 1 10/31/96 00
0430061747 03 12/01/96 0
172871 O 11/01/26
0
1517077 998/G01 F 456,000.00 ZZ
360 455,143.76 1
13055 MT. HAMILTON ROAD 8.375 3,465.93 80
8.125 3,465.93 570,000.00
SAN JOSE CA 95140 1 08/08/96 00
0430057174 05 10/01/96 0
99414641 O 09/01/26
0
1517103 405/405 F 275,000.00 T
360 271,813.60 1
4204 MARINA COURT 8.500 2,114.52 80
#312 8.250 2,114.52 347,500.00
CORTEZ FL 34215 1 06/01/95 00
0106049 01 07/01/95 0
0106049 O 06/01/25
0
1518490 B77/G01 F 50,000.00 ZZ
360 49,970.49 1
372 PIUTE LANE 8.625 388.89 41
UNIT B 8.375 388.89 123,000.00
STRATFORD CT 06497 1 10/16/96 00
0430077990 01 12/01/96 0
95302100 O 11/01/26
0
1519535 354/354 F 243,000.00 ZZ
360 241,892.68 1
851 MASTERS DRIVE 8.250 1,825.58 90
8.000 1,825.58 270,000.00
1
STONE MOUNTAIN GA 30087 1 04/24/96 19
20519567 03 06/01/96 25
20519567 O 05/01/26
0
1519662 A91/G01 F 281,250.00 ZZ
360 280,957.27 1
53 PENGILLY AVE 9.250 2,313.77 75
9.000 2,313.77 375,000.00
NEW ROCHELLE NY 10804 1 09/11/96 00
0430027763 05 11/01/96 0
166023 O 10/01/26
0
1519675 559/G01 F 800,000.00 ZZ
360 800,000.00 1
505 CORTE MADERA AVENUE 8.375 6,080.58 69
8.125 6,080.58 1,170,000.00
CORTE MADERA CA 94925 4 11/13/96 00
0430088351 05 01/01/97 0
5369947 O 12/01/26
0
1520592 470/G01 F 356,000.00 ZZ
360 355,412.23 1
112 FRENCHMAN'S COURT 9.000 2,864.46 80
8.750 2,864.46 446,000.00
KETCHUM ID 83340 1 08/02/96 00
0430090126 05 10/01/96 0
51010614 O 09/01/26
0
1520956 765/G01 F 171,750.00 ZZ
360 171,443.58 1
1433 WEST RIVER LANE 8.625 1,335.86 75
8.375 1,335.86 229,000.00
SANTA ANA CA 92706 2 08/08/96 00
0430050468 05 10/01/96 0
316803 O 09/01/26
0
1521068 559/G01 F 151,000.00 ZZ
360 150,917.51 1
3112 LARRYNELL DRIVE 9.000 1,214.99 95
8.750 1,214.99 160,000.00
CERES CA 95307 2 10/02/96 01
0430076463 05 12/01/96 30
5370879 O 11/01/26
0
1
1521951 455/G01 F 266,000.00 ZZ
360 265,708.31 1
15 BOGEY DRIVE 9.000 2,140.30 95
8.750 2,140.30 280,000.00
JESUP GA 31545 4 09/23/96 14
0430064576 05 11/01/96 30
52683 O 10/01/26
0
1522833 623/623 F 250,000.00 ZZ
360 250,000.00 1
5901 SUNMIST DRIVE 8.000 1,834.41 68
7.375 1,834.41 373,000.00
YORBA LINDA CA 92686 2 11/19/96 00
67095438 05 01/01/97 0
67095438 O 12/01/26
0
1522920 956/G01 F 143,200.00 ZZ
360 142,975.56 1
715 NORTH 23RD STREET 9.250 1,178.07 80
9.000 1,178.07 179,000.00
SAN JOSE CA 95112 2 08/06/96 00
0430087668 05 10/01/96 0
607084 O 09/01/26
0
1522922 765/G01 F 123,750.00 ZZ
360 123,540.29 1
43814 SALT CREEK ROAD 8.875 984.62 75
8.625 984.62 165,000.00
THREE RIVERS CA 93271 2 08/16/96 00
0430025320 05 10/01/96 0
316822 O 09/01/26
0
1522970 429/429 F 168,000.00 T
360 167,810.92 1
5733 EAST CAMELBACK ROAD 8.875 1,336.69 47
8.625 1,336.69 363,000.00
PHOENIX AZ 85018 2 09/09/96 00
0021529833 05 11/01/96 0
0021529833 O 10/01/26
0
1523620 536/G01 F 650,000.00 ZZ
360 648,682.85 1
1
62 PUIWA ROAD 8.000 4,769.47 60
7.750 4,769.47 1,100,000.00
HONOLULU HI 96817 5 08/09/96 00
0430079731 05 10/01/96 0
1144658 O 09/01/26
0
1523700 455/G01 F 160,000.00 ZZ
360 159,833.44 1
3520 MERGANSER LANE 9.250 1,316.29 72
9.000 1,316.29 222,629.00
ALPHARETTA GA 30202 2 09/26/96 00
0430072991 05 11/01/96 0
52752 O 10/01/26
0
1523746 668/G01 F 131,200.00 ZZ
360 131,118.45 1
5218 OSTRICH COURT 8.375 997.22 80
8.125 997.22 164,000.00
SAN JOSE CA 95123 1 10/21/96 00
0430082057 09 12/01/96 0
6907125 O 11/01/26
0
1524435 F67/F67 F 311,400.00 ZZ
360 311,225.42 1
1685 ST GERMAIN PL 8.875 2,477.64 90
8.625 2,477.64 346,000.00
CONCORD CA 94521 2 10/22/96 11
961210033 05 12/01/96 25
961210033 O 11/01/26
0
1524861 573/G01 F 218,100.00 ZZ
360 217,679.88 1
13485 PYRAMID DRIVE 8.250 1,638.52 90
8.000 1,638.52 242,350.00
VICTORVILLE CA 92392 2 08/22/96 10
0430078139 03 10/01/96 25
101880 O 09/01/26
0
1525150 A35/G01 F 225,000.00 ZZ
360 224,860.15 1
390 BRIGHTON STREET 8.375 1,710.16 79
8.125 1,710.16 285,000.00
STATEN ISLAND NY 10307 1 10/31/96 00
0430076240 05 12/01/96 0
1
7885 O 11/01/26
0
1526787 E22/G01 F 128,000.00 ZZ
360 127,765.72 1
7926 NORTHEAST 130TH STREET 8.500 984.21 80
8.250 984.21 160,000.00
KIRKLAND WA 98033 1 08/27/96 00
0410223424 05 10/01/96 0
410223424 O 09/01/26
0
1526892 976/G01 F 408,000.00 ZZ
360 408,000.00 1
9525 LAVILL COURT 8.250 3,065.17 80
8.000 3,065.17 510,000.00
WINDERMERE FL 34786 1 11/01/96 00
0430085431 05 01/01/97 0
309493 O 12/01/26
0
1526984 A50/A50 F 395,000.00 ZZ
360 393,908.84 1
1264 CARL DAVIS ROAD 8.750 3,107.47 74
8.500 3,107.47 535,000.00
MONROE GA 30655 5 08/12/96 00
UNKNOWN 05 10/01/96 0
UNKNOWN O 09/01/26
0
1527603 E01/G01 F 289,650.00 ZZ
360 289,332.39 1
194-02 87TH ROAD 9.000 2,330.59 90
8.750 2,330.59 322,000.00
HOLLISWOOD NY 11423 1 09/26/96 11
0430038398 05 11/01/96 25
168951 O 10/01/26
0
1528574 637/G01 F 238,000.00 ZZ
360 238,000.00 2
2628 EAST 64TH STREET 8.875 1,893.64 70
8.625 1,893.64 340,000.00
BROOKLYN NY 11234 1 11/07/96 00
0430090068 05 01/01/97 0
9380668 O 12/01/26
0
1
1528673 731/G01 F 168,750.00 ZZ
360 168,564.96 1
140 PROVIDENCE PLANTATION DR 9.000 1,357.80 75
8.750 1,357.80 225,000.00
ALPHARETTA GA 30201 1 09/11/96 00
0430072934 05 11/01/96 0
3140662635 O 10/01/26
0
1529048 B24/G01 F 240,000.00 ZZ
360 239,599.92 1
100 AKBAR ROAD 8.375 1,824.17 74
8.125 1,824.17 325,000.00
STAMFORD CT 06902 1 09/30/96 00
0430039529 05 11/01/96 0
168934 O 10/01/26
0
1529605 536/536 F 500,000.00 ZZ
360 500,000.00 1
1449 MAHIOLE STREET 8.000 3,668.82 80
7.750 3,668.82 625,000.00
HONOLULU HI 96819 2 11/06/96 00
1147297 05 01/01/97 0
1147297 O 12/01/26
0
1529820 429/429 F 296,000.00 ZZ
360 295,498.48 1
1260 SOUTH CONCORD ROAD 8.875 2,355.11 80
8.625 2,355.11 370,000.00
WEST CHESTER PA 19395 1 08/20/96 00
0021574693 05 10/01/96 0
0021574693 O 09/01/26
0
1529827 429/429 F 268,000.00 ZZ
360 267,509.47 1
1017 ELM ST. 8.500 2,060.69 80
8.250 2,060.69 335,000.00
SAN CARLOS CA 94070 1 08/07/96 00
0010385703 05 10/01/96 0
0010385703 O 09/01/26
0
1529920 595/G01 F 360,000.00 ZZ
360 359,792.88 1
4811 MIMOSA LANE 8.750 2,832.12 65
8.500 2,832.12 554,225.00
1
RICHMOND TX 77469 4 10/18/96 00
0430074781 05 12/01/96 0
6028047 O 11/01/26
0
1530252 668/G01 F 290,000.00 ZZ
360 289,837.41 1
5661 CROW LANE 8.875 2,307.38 80
8.625 2,307.38 362,500.00
SAN JOSE CA 95123 1 10/18/96 00
0430079632 05 12/01/96 0
6926950 O 11/01/26
0
1530253 883/G01 F 715,000.00 ZZ
360 715,000.00 1
2080 SUMMERLAND ROAD 8.500 5,497.73 65
8.250 5,497.73 1,100,000.00
WINTER PARK FL 32789 2 11/04/96 00
0430088468 05 01/01/97 0
11146 O 12/01/26
0
1530297 375/G01 F 247,250.00 ZZ
360 246,831.05 1
8230 E HOVERLAND ROAD 8.875 1,967.24 75
8.625 1,967.24 329,724.00
SCOTTSDALE AZ 85255 1 08/28/96 00
0430090209 03 10/01/96 0
UNKNOWN O 09/01/26
0
1530313 976/G01 F 255,200.00 ZZ
360 255,037.26 1
7085 SW CANYON DRIVE 8.250 1,917.24 80
8.000 1,917.24 319,000.00
PORTLAND OR 97225 1 10/23/96 00
0430078238 05 12/01/96 0
310250 O 11/01/26
0
1530328 976/G01 F 356,250.00 ZZ
360 356,034.18 1
10651 ROCKHURST AVENUE 8.500 2,739.26 75
8.250 2,739.26 475,000.00
SANTA ANA CA 92705 2 10/15/96 00
0430076208 05 12/01/96 0
314062 O 11/01/26
0
1
1530478 776/G01 F 285,600.00 ZZ
360 285,261.55 1
668 SOUTH IRENA AVENUE 8.625 2,221.37 80
8.375 2,221.37 357,000.00
REDONDO BEACH CA 90277 1 09/13/96 00
0430051110 05 11/01/96 0
2153219 O 10/01/26
0
1530514 A52/G01 F 200,000.00 ZZ
360 199,881.92 1
304 EAST 44TH STREET 8.625 1,555.58 67
8.375 1,555.58 300,000.00
SAVANNAH GA 31405 1 10/03/96 00
0430043745 05 12/01/96 0
UNKNOWN O 11/01/26
0
1530522 526/526 F 112,900.00 ZZ
360 112,776.20 1
59 WHITE BIRCH LANE 9.000 908.42 95
8.750 908.42 118,879.00
HUNLOCK TOWNSHI PA 18943 2 09/06/96 12
00119515 05 11/01/96 30
00119515 O 10/01/26
0
1530625 F03/G01 F 132,950.00 ZZ
360 132,875.47 1
0044 EAGLE ROAD #4 8.875 1,057.81 71
8.625 1,057.81 189,900.00
AVON CO 81620 1 10/30/96 00
0430081257 01 12/01/96 0
DEN10171 O 11/01/26
0
1530899 685/G01 F 207,200.00 ZZ
360 206,954.48 1
15 COLLINGWOOD 8.625 1,611.58 80
8.375 1,611.58 259,000.00
ALISO VIEJO ARE CA 92656 1 09/24/96 00
0430052126 05 11/01/96 0
105629 O 10/01/26
0
1530973 387/387 F 500,000.00 ZZ
360 499,672.93 1
1
13690 RONNIE WAY 8.125 3,712.49 51
7.625 3,712.49 995,000.00
SARATOGA CA 95070 2 10/11/96 00
822072 05 12/01/96 0
822072 O 11/01/26
0
1530985 356/G01 F 412,000.00 ZZ
360 411,750.40 1
1080 SURIAN COURT 8.500 3,167.93 77
8.250 3,167.93 542,000.00
SAN JOSE CA 95120 2 10/15/96 00
0430073346 05 12/01/96 0
2382448 O 11/01/26
0
1531252 491/491 F 237,600.00 ZZ
360 237,311.10 1
614 BALSAM TERRACE 8.500 1,826.94 90
8.250 1,826.94 264,103.00
FREMONT CA 94536 1 09/14/96 14
0061302473 03 11/01/96 25
0061302473 O 10/01/26
0
1531254 A91/G01 F 340,000.00 ZZ
360 339,823.73 1
726 JANSEN STREET 9.250 2,797.10 80
9.000 2,797.10 425,000.00
STATEN ISLAND NY 10312 1 10/09/96 00
0430046581 05 12/01/96 0
169938 O 11/01/26
0
1531294 705/G01 F 140,000.00 ZZ
360 140,000.00 1
19 CLEARMONT AVENUE 8.625 1,088.91 74
8.375 1,088.91 190,000.00
STATEN ISLAND NY 10309 5 11/06/96 00
0430078006 05 01/01/97 0
96030353 O 12/01/26
0
1531306 686/G01 F 275,500.00 ZZ
360 275,158.07 1
1720 TULARE WAY 8.400 2,098.87 95
8.150 2,098.87 290,000.00
UPLAND CA 91786 1 09/12/96 01
0430051466 05 11/01/96 30
1
817658750 O 10/01/26
0
1531752 A26/G01 F 288,000.00 ZZ
360 288,000.00 1
405 CROWN STREET 9.125 2,343.27 90
8.875 2,343.27 320,000.00
BROOKLYN NY 11225 1 11/08/96 11
0430074575 05 01/01/97 30
UNKNOWN O 12/01/26
0
1531839 638/G01 F 261,000.00 ZZ
360 260,833.57 1
5565 BLUE RIDGE DRIVE 8.250 1,960.81 45
8.000 1,960.81 586,985.00
YORBA LINDA CA 92687 1 10/23/96 00
0430074666 05 12/01/96 0
8602878 O 11/01/26
0
1531934 429/429 F 221,400.00 ZZ
360 220,927.34 1
5 TRAVELLER WAY 8.750 1,741.76 80
8.500 1,741.76 277,462.00
SCOTCH PLAINS NJ 07076 1 08/14/96 00
21326111 03 10/01/96 0
21326111 O 09/01/26
0
1531997 965/G01 F 207,000.00 ZZ
360 206,868.01 1
1860 WEST ROCKROSE WAY 8.250 1,555.12 68
8.000 1,555.12 305,902.00
CHANDLER AZ 85248 1 10/11/96 00
0430072678 03 12/01/96 0
1531997 O 11/01/26
0
1532003 E57/G01 F 148,000.00 ZZ
360 147,917.03 1
19014 NESTOR AVENUE 8.875 1,177.55 80
8.625 1,177.55 185,000.00
CARSON CA 90746 2 10/24/96 00
0430075994 05 12/01/96 0
74442005187 O 11/01/26
0
1
1532114 731/G01 F 288,000.00 ZZ
360 288,000.00 1
5805 HILLVIEW PARK AVENUE 9.000 2,317.31 80
8.750 2,317.31 360,000.00
VAN NUYS AREA CA 91401 1 11/14/96 00
0430084939 05 01/01/97 0
411112488 O 12/01/26
0
1532148 181/181 F 265,000.00 ZZ
360 264,514.94 1
1604 BUNKER COURT 8.500 2,037.63 77
8.250 2,037.63 344,350.00
GENEVA IL 60134 1 08/21/96 00
5378711 05 10/01/96 0
5378711 O 09/01/26
0
1532323 F59/G01 F 315,000.00 ZZ
360 314,809.17 1
41 BRIDGECOURT LANE 8.500 2,422.08 79
8.250 2,422.08 400,000.00
CONCORD MA 01742 2 10/28/96 00
0430063115 05 12/01/96 0
171428 O 11/01/26
0
1532324 828/G01 F 163,300.00 ZZ
360 163,203.58 1
721 WILTSHIRE 8.625 1,270.14 62
8.375 1,270.14 265,000.00
SAN ANTONIO TX 78209 2 10/23/96 00
0430076505 05 12/01/96 0
66660037 O 11/01/26
0
1532338 927/G01 F 715,000.00 ZZ
360 714,588.63 1
53 FREMONT COURT 8.750 5,624.91 65
8.500 5,624.91 1,100,000.00
PAGOSA SPRINGS CO 81147 5 10/18/96 00
0430070516 05 12/01/96 0
240408 O 11/01/26
0
1532340 377/377 F 126,000.00 ZZ
360 125,934.67 1
203 FLORADANDY ROAD 9.250 1,036.58 62
9.000 1,036.58 205,000.00
1
HAWTHORNE FL 32640 2 10/30/96 00
UNKNOWN 05 12/01/96 0
UNKNOWN O 11/01/26
0
1532400 B75/G01 F 252,000.00 ZZ
360 251,526.83 1
617 OVERHILL DRIVE 8.375 1,915.38 80
8.125 1,915.38 315,000.00
EDGEWATER MD 21037 1 08/27/96 00
0430051342 05 10/01/96 0
2507184 O 09/01/26
0
1532551 635/635 F 228,500.00 ZZ
360 228,365.09 1
8106 119TH AVE SE 8.625 1,777.25 90
8.375 1,777.25 253,950.00
NEWCASTLE WA 98056 1 10/23/96 10
664432200 05 12/01/96 25
664432200 O 11/01/26
0
1532560 705/G01 F 230,000.00 ZZ
360 230,000.00 1
56 BARRY LANE 8.625 1,788.92 70
8.375 1,788.92 330,000.00
SYOSSET NY 11791 1 11/27/96 00
0430090233 05 01/01/97 0
96030347 O 12/01/26
0
1532581 470/G01 F 154,000.00 ZZ
360 153,906.70 1
10214 COLONY ROAD 8.500 1,184.13 65
8.250 1,184.13 237,500.00
WILTON CA 95693 2 10/24/96 00
0430088823 05 12/01/96 0
23001519 O 11/01/26
0
1532582 965/G01 F 170,250.00 ZZ
360 170,149.48 1
7820 SOUTH AVENIDA DE PINA 8.625 1,324.19 75
8.375 1,324.19 227,000.00
TUCSON AZ 85747 1 10/28/96 00
0430075333 05 12/01/96 0
1532582 O 11/01/26
0
1
1532828 267/267 F 220,800.00 ZZ
360 220,659.20 1
606 GRANDVIEW BOULEVARD 8.250 1,658.80 80
8.000 1,658.80 276,000.00
HALF MOON BAY CA 94019 1 10/03/96 00
4423048 05 12/01/96 0
4423048 O 11/01/26
0
1532833 267/267 F 268,375.00 ZZ
360 268,194.92 1
601 13TH STREET 8.000 1,969.25 95
7.750 1,969.25 282,500.00
HUNTINGTON BEAC CA 92648 1 09/30/96 11
4430176 05 12/01/96 30
4430176 O 11/01/26
0
1532864 E57/G01 F 200,000.00 ZZ
360 199,875.69 1
24406 KINGS VIEW 8.375 1,520.14 80
8.125 1,520.14 250,000.00
LAGUNA NIGUEL CA 92677 1 10/03/96 00
0430082347 03 12/01/96 0
75302005297 O 11/01/26
0
1532880 181/181 F 280,250.00 ZZ
360 279,926.34 1
1444 JOSEPHINE STREET 8.750 2,204.73 95
8.500 2,204.73 295,000.00
DENVER CO 80206 1 09/06/96 04
5369789 05 11/01/96 30
5369789 O 10/01/26
0
1532984 163/G01 F 281,150.00 ZZ
360 280,799.28 1
23316 WEST SUMMERGLEN PLACE 8.375 2,136.94 80
8.125 2,136.94 351,572.00
VALENCIA CA 91354 1 09/17/96 00
0430054395 03 11/01/96 0
6125446935 O 10/01/26
0
1532990 163/G01 F 234,600.00 ZZ
360 234,170.61 1
1
31 VENETIAN WAY CIRCLE 8.500 1,803.87 85
8.250 1,803.87 276,000.00
WHEATON IL 60187 1 08/30/96 14
0430054601 05 10/01/96 12
372143211 O 09/01/26
0
1533029 624/G01 F 270,000.00 ZZ
360 270,000.00 1
1185 LINCOLN AVENUE 8.250 2,028.42 75
8.000 2,028.42 360,250.00
PALO ALTO CA 94301 1 10/25/96 00
0430074757 05 01/01/97 0
21708060016 O 12/01/26
0
1533035 976/G01 F 263,000.00 ZZ
360 262,832.29 1
28853 GARNET HILL COURT 8.250 1,975.84 74
8.000 1,975.84 360,000.00
AGOURA HILLS CA 91301 5 10/24/96 00
0430090761 05 12/01/96 0
313290 O 11/01/26
0
1533071 455/G01 F 315,000.00 ZZ
360 314,827.93 1
320 DIX LEE ON DR 9.000 2,534.57 90
8.750 2,534.57 350,000.00
FAIRBURN GA 30213 1 10/30/96 04
0430076448 05 12/01/96 25
52952 O 11/01/26
0
1533080 116/116 F 251,250.00 ZZ
360 251,081.41 1
7 PALE DAWN PLACE 8.000 1,843.59 75
7.750 1,843.59 335,000.00
THE WOODLANDS TX 77381 1 10/31/96 00
UNKNOWN 05 12/01/96 0
UNKNOWN O 11/01/26
0
1533115 375/G01 F 188,250.00 ZZ
360 187,811.99 1
612 WOODGLEN ROAD 8.750 1,480.97 75
8.500 1,480.97 251,000.00
GLEN GARDNER NJ 08846 1 07/30/96 00
0430056002 05 09/01/96 0
1
326687 O 08/01/26
0
1533230 163/G01 F 225,000.00 ZZ
360 224,726.41 1
6722 SE REED COLLEGE PLACE 8.500 1,730.06 74
8.250 1,730.06 305,000.00
PORTLAND OR 97202 5 09/09/96 00
0430055798 05 11/01/96 0
815462734 O 10/01/26
0
1533285 F03/G01 F 117,700.00 ZZ
360 117,700.00 1
2380 HOVER DRIVE 9.250 968.29 75
9.000 968.29 159,000.00
CASTLE ROCK CO 80104 2 10/31/96 00
0430077149 05 01/01/97 0
DEN10207 O 12/01/26
0
1533300 028/G01 F 220,000.00 ZZ
360 219,866.72 1
2115 BELLO AVENUE 8.500 1,691.61 75
8.250 1,691.61 295,000.00
SAN JOSE CA 95125 5 10/24/96 00
0430090175 05 12/01/96 0
600300 O 11/01/26
0
1533311 667/G01 F 202,400.00 ZZ
360 202,277.39 1
2126 E. HILLCREST DRIVE 8.500 1,556.28 80
8.250 1,556.28 253,000.00
THOUSAND OAKS CA 91362 1 10/30/96 00
0430076000 05 12/01/96 0
74000021 O 11/01/26
0
1533320 470/G01 F 161,500.00 ZZ
360 161,500.00 1
1326 EAST MERONA PLACE 8.750 1,270.53 95
8.500 1,270.53 170,000.00
ANAHEIM CA 92805 2 11/14/96 10
0430089227 05 01/01/97 30
23001531 O 12/01/26
0
1
1533330 920/G01 F 455,000.00 ZZ
354 454,711.37 1
12181 BALLANTINE DRIVE 8.500 3,511.55 66
8.250 3,511.55 690,000.00
LOS ALAMITOS AR CA 90720 4 10/24/96 00
0430075515 05 12/01/96 0
954710 O 05/01/26
0
1533478 952/G01 F 426,000.00 ZZ
360 426,000.00 1
39 PHEASANT RUN 8.375 3,237.91 80
8.125 3,237.91 535,000.00
BASKING RIDGE NJ 07920 2 11/18/96 00
0430086918 05 01/01/97 0
95111084 O 12/01/26
0
1533654 E23/G01 F 391,200.00 ZZ
360 391,200.00 1
9082 BELCARO DRIVE 8.625 3,042.72 80
8.375 3,042.72 489,000.00
HUNTINGTON BEAC CA 92646 1 11/04/96 00
0430074633 03 01/01/97 0
107671 O 12/01/26
0
1533684 637/G01 F 415,000.00 ZZ
360 414,754.98 1
217 KNOLL HAVEN DRIVE 8.625 3,227.83 79
8.375 3,227.83 530,000.00
SEBASTOPOL CA 95472 1 10/01/96 00
0430080853 05 12/01/96 0
9309683 O 11/01/26
0
1533692 E19/G01 F 464,000.00 ZZ
360 463,704.12 1
2270 STRADELLA ROAD 8.250 3,485.88 80
8.000 3,485.88 580,000.00
LOS ANGELES CA 90077 1 10/07/96 00
0430059097 05 12/01/96 0
10899 O 11/01/26
0
1533747 814/G01 F 264,000.00 ZZ
360 263,835.91 1
1716 VALLEY VIEW AVENUE 8.375 2,006.59 80
8.125 2,006.59 330,000.00
1
BELMONT CA 94002 1 10/16/96 00
0430075119 05 12/01/96 0
809610023 O 11/01/26
0
1533751 637/G01 F 351,000.00 ZZ
360 350,562.13 1
3677 HUFF COURT 8.375 2,667.86 90
8.125 2,667.86 390,193.00
PLEASANTON CA 94588 1 09/19/96 10
0430072215 03 11/01/96 25
9308461 O 10/01/26
0
1533812 F03/G01 F 62,800.00 ZZ
360 62,800.00 1
422 FOREST TR 8.125 466.29 61
BLD B UNIT C 7.875 466.29 103,500.00
WINTER PARK CO 80482 2 10/31/96 00
0430073908 01 01/01/97 0
DEN10215 O 12/01/26
0
1533900 624/G01 F 72,450.00 ZZ
360 72,450.00 1
2119 DOMENIC AVENUE 8.375 550.67 60
8.125 550.67 122,450.00
HUGHSON CA 95326 1 10/29/96 00
0430080986 05 01/01/97 0
4130060133 O 12/01/26
0
1533991 147/G01 F 305,600.00 ZZ
360 305,054.81 1
440 KAIPHA STREET 8.625 2,376.93 80
8.375 2,376.93 382,000.00
KAILUA HI 96734 1 08/09/96 00
0430083774 05 10/01/96 0
827323 O 09/01/26
0
1534373 076/076 F 257,400.00 ZZ
360 257,078.90 1
55 S INWOOD HEIGHTS DR 8.375 1,956.43 80
8.125 1,956.43 321,771.00
SAN ANTONIO TX 78230 1 09/05/96 00
UNKNOWN 03 11/01/96 0
UNKNOWN O 10/01/26
0
1
1534414 B79/G01 F 253,950.00 ZZ
360 253,800.07 1
50 DUNBARTON COURT 8.625 1,975.20 75
8.375 1,975.20 340,000.00
SAN RAMON CA 94583 2 10/23/96 00
0430077578 05 12/01/96 0
019263 O 11/01/26
0
1534437 F03/G01 F 59,900.00 ZZ
360 59,863.71 1
2908 CHERLY STREET 8.500 460.58 60
8.250 460.58 99,900.00
FORT COLLINS CO 80524 1 10/29/96 00
0430077255 09 12/01/96 0
DEN10223 O 11/01/26
0
1534535 231/G01 F 250,000.00 ZZ
360 250,000.00 1
62 WEDGEWOOD DRIVE 7.875 1,812.67 53
7.625 1,812.67 475,000.00
EASTON MA 02356 1 11/12/96 00
0430087106 05 01/01/97 0
1019511 O 12/01/26
0
1534550 076/076 F 504,000.00 ZZ
360 503,189.21 1
46 MERIAM STREET 9.125 4,100.72 80
8.875 4,100.72 630,000.00
LEXINGTON MA 02173 1 08/30/96 00
6267792 05 10/01/96 0
6267792 O 09/01/26
0
1534594 076/076 F 297,000.00 ZZ
360 296,638.89 1
41 FLYING CLOUD COURSE 8.500 2,283.67 90
8.250 2,283.67 330,000.00
CORTE MADERA CA 94925 1 09/10/96 12
6372452 05 11/01/96 25
6372452 O 10/01/26
0
1534599 076/076 F 328,000.00 ZZ
360 327,368.19 1
1
154 PAYSON ROAD 8.250 2,464.16 80
8.000 2,464.16 410,000.00
BELMONT MA 02178 1 08/27/96 00
6481452 05 10/01/96 0
6481452 O 09/01/26
0
1534971 593/593 F 405,000.00 ZZ
360 404,258.72 1
3199 EAST OAKCLIFF DRIVE 8.500 3,114.10 64
8.250 3,114.10 640,000.00
SALT LAKE CITY UT 84124 2 08/28/96 00
6549026 05 10/01/96 0
6549026 O 09/01/26
0
1534972 593/593 F 347,400.00 ZZ
360 346,549.18 1
3086 LAURELWOOD DRIVE 8.500 2,671.21 90
8.250 2,671.21 386,000.00
TWIN FALLS ID 83301 1 07/30/96 14
6122154 05 09/01/96 25
6122154 O 08/01/26
0
1535040 F03/G01 F 95,150.00 ZZ
360 95,150.00 1
171 CRESCENT CIRCLE 9.250 782.78 75
9.000 782.78 126,900.00
PUEBLO WEST CO 81007 1 11/20/96 00
0430087577 05 01/01/97 0
241107 O 12/01/26
0
1535046 638/G01 F 279,750.00 ZZ
360 279,750.00 1
9 WRIGHT STREET 8.500 2,151.04 75
8.250 2,151.04 373,000.00
EDISON TOWNSHIP NJ 08820 1 11/04/96 00
0430077966 05 01/01/97 0
8605101 O 12/01/26
0
1535081 896/G01 F 72,500.00 ZZ
360 72,500.00 1
304 PAM GARRET ROAD 8.625 563.90 66
8.375 563.90 110,000.00
DAWSONVILLE GA 30534 2 11/08/96 00
0430076216 05 01/01/97 0
1
12079 O 12/01/26
0
1535088 A52/G01 F 238,500.00 ZZ
360 238,339.97 1
320 SAVANNAH PLACE 8.000 1,750.03 90
7.750 1,750.03 265,000.00
LOGANVILLE GA 30249 2 10/25/96 12
0430059667 05 12/01/96 25
UNKNOWN O 11/01/26
0
1535120 637/G01 F 234,000.00 ZZ
360 234,000.00 1
6333 GOLDEN STAR PL 8.375 1,778.57 80
8.125 1,778.57 293,000.00
COLUMBIA MD 21044 1 11/01/96 00
0430075283 03 01/01/97 0
9437799 O 12/01/26
0
1535247 F32/G01 F 400,000.00 ZZ
360 400,000.00 1
9200 OLD SOUTHWICK PASS 8.625 3,111.16 49
8.375 3,111.16 830,000.00
ALPHARETTA GA 30202 5 11/01/96 00
0430088633 03 01/01/97 0
405008859 O 12/01/26
0
1535252 F03/G01 F 31,350.00 ZZ
360 31,331.01 1
5322 MEDICAL DRIVE, #E103 8.500 241.05 95
8.250 241.05 33,000.00
SAN ANTONIO TX 78240 1 10/31/96 04
0430077925 01 12/01/96 30
SAT10136 O 11/01/26
0
1535253 686/G01 F 110,500.00 ZZ
360 110,175.05 1
91 WEST CENTENNIAL AVE 8.100 818.53 93
7.850 818.53 120,000.00
ROOSEVELT NY 11575 2 08/26/96 10
0430075697 05 10/01/96 30
17434178 O 09/01/26
0
1
1535279 F64/G01 F 83,900.00 ZZ
360 83,900.00 1
133 CHESTNUT LAKE DRIVE 9.250 690.23 68
9.000 690.23 123,900.00
SPARTANBURG SC 29303 1 11/15/96 00
0430087981 05 01/01/97 0
172909 O 12/01/26
0
1535338 E22/G01 F 105,000.00 ZZ
360 104,929.55 1
1746 REISLING DRIVE 8.000 770.45 73
7.750 770.45 145,000.00
LODI CA 95240 2 10/17/96 00
0410231674 05 12/01/96 0
410231674 O 11/01/26
0
1535378 593/593 F 218,000.00 ZZ
360 216,574.02 1
28505 SW GRAHAMS FERRY ROAD 8.375 1,656.96 80
8.125 1,656.96 272,500.00
WILSONVILLE OR 97070 1 09/30/96 00
6935936 05 11/01/96 0
6935936 O 10/01/26
0
1535393 387/387 F 300,000.00 ZZ
360 299,625.76 1
23444 PARK HERMOSA 8.375 2,280.22 63
8.125 2,280.22 479,000.00
CALABASAS CA 91302 1 09/25/96 00
820589 03 11/01/96 0
820589 O 10/01/26
0
1535449 E26/G01 F 171,200.00 ZZ
360 171,088.01 1
5131 RUSSETT ROAD 8.125 1,271.16 80
7.875 1,271.16 214,000.00
ROCKVILLE MD 20853 1 10/31/96 00
0430077826 05 12/01/96 0
421633 O 11/01/26
0
1535477 668/G01 F 226,000.00 ZZ
360 225,869.97 1
6400 ELLENVIEW AVENUE 8.750 1,777.95 80
8.500 1,777.95 282,500.00
1
WEST HILLS (ARE CA 91307 1 10/09/96 00
0430075358 05 12/01/96 0
6945877 O 11/01/26
0
1535501 624/G01 F 468,000.00 ZZ
360 468,000.00 1
1438 ALAMEDA PADRE SERRA 8.500 3,598.52 80
8.250 3,598.52 585,000.00
SANTA BARBARA CA 93103 2 11/15/96 00
0430082784 05 01/01/97 0
36000560106 O 12/01/26
0
1535547 624/G01 F 294,500.00 ZZ
360 294,500.00 1
1134 PETRONI WAY 8.375 2,238.41 74
8.125 2,238.41 398,000.00
SAN JOSE CA 95120 2 11/04/96 00
0430075747 05 01/01/97 0
21002760086 O 12/01/26
0
1535733 811/G01 F 196,800.00 ZZ
360 196,800.00 1
520 ALTA LOMA PLACE 8.125 1,461.23 80
7.875 1,461.23 246,000.00
SAN RAMON CA 94583 1 11/07/96 00
0430078527 05 01/01/97 0
FM02100862 O 12/01/26
0
1535787 764/G01 F 251,000.00 ZZ
360 251,000.00 1
766 PACU TERRACE 8.000 1,841.75 75
7.750 1,841.75 335,000.00
FREMONT CA 94536 1 11/01/96 00
0430076232 03 01/01/97 0
890473 O 12/01/26
0
1535803 893/G01 F 249,000.00 ZZ
360 249,000.00 1
2371 29TH AVENUE 8.000 1,827.07 75
7.750 1,827.07 335,000.00
SAN FRANCISCO CA 94116 2 11/08/96 00
0430078832 05 01/01/97 0
1535803 O 12/01/26
0
1
1535821 927/G01 F 243,000.00 T
360 242,860.19 1
9041 EAST RED LAWRENCE DR 8.750 1,911.69 36
8.500 1,911.69 685,000.00
SCOTTSDALE AZ 85262 2 10/10/96 00
0430074849 03 12/01/96 0
251660 O 11/01/26
0
1535855 F16/G01 F 304,500.00 ZZ
360 304,305.83 1
19 MENTON 8.250 2,287.61 80
8.000 2,287.61 380,700.00
NEWPORT COAST CA 92657 1 10/04/96 00
0430077974 03 12/01/96 0
96315773 O 11/01/26
0
1535857 F16/G01 F 308,100.00 ZZ
360 307,903.53 1
53 TRAILWOOD 8.250 2,314.66 80
8.000 2,314.66 385,195.00
IRVINE CA 92720 1 10/14/96 00
0430082651 03 12/01/96 0
96315772 O 11/01/26
0
1536004 F03/G01 F 220,800.00 ZZ
360 220,800.00 1
476 S WHITE TAIL DRIVE 8.000 1,620.16 80
7.750 1,620.16 276,000.00
FRANKTOWN CO 80016 1 11/05/96 00
0430077875 05 01/01/97 0
DEN10248 O 12/01/26
0
1536020 367/367 F 217,740.67 ZZ
332 217,371.79 1
720 PARKWAY TERRACE 7.875 1,612.76 84
7.625 1,612.76 260,000.00
ALEXANDRIA VA 22302 5 10/17/96 10
75236540 05 11/01/96 17
75236540 O 06/01/24
0
1536072 356/G01 F 350,000.00 ZZ
360 349,798.62 1
1
6505 ESTATES DRIVE 8.750 2,753.46 80
8.500 2,753.46 440,000.00
OAKLAND CA 94611 1 09/30/96 00
0430076380 05 12/01/96 0
2381101 O 11/01/26
0
1536089 B74/G01 F 269,300.00 ZZ
360 269,123.85 1
19671 DORADO DRIVE 8.125 1,999.54 80
7.875 1,999.54 336,662.00
TRABUCO CANYON CA 92679 1 10/15/96 00
0430076570 03 12/01/96 0
963602 O 11/01/26
0
1536115 267/267 F 479,200.00 ZZ
360 478,902.15 1
6497 LA CUMBRE ROAD 8.375 3,642.27 80
8.125 3,642.27 599,000.00
SOMIS CA 93066 1 10/15/96 00
4427416 05 12/01/96 0
4427416 O 11/01/26
0
1536218 F03/G01 F 150,000.00 ZZ
360 150,000.00 1
4431 COUNTY ROAD 23 8.250 1,126.90 63
8.000 1,126.90 240,000.00
RIDGWAY CO 81432 1 11/08/96 00
0430076364 05 01/01/97 0
DEN10251 O 12/01/26
0
1536244 B98/G01 F 254,800.00 ZZ
360 254,633.33 1
510A MONTEREY ROAD 8.125 1,891.88 80
7.875 1,891.88 318,500.00
PACIFICA CA 94044 1 10/29/96 00
0430075127 03 12/01/96 0
1100073020 O 11/01/26
0
1536290 B91/G01 F 207,050.00 ZZ
360 206,914.55 1
4075 WILLOW CREEK LANE 8.125 1,537.35 74
7.875 1,537.35 280,000.00
MOORPARK CA 93021 1 10/03/96 00
0430072959 05 12/01/96 0
1
100002946 O 11/01/26
0
1536307 744/G01 F 359,200.00 ZZ
360 358,976.74 1
15 HARCOURT STREET 8.375 2,730.18 80
8.125 2,730.18 449,000.00
SAN RAFAEL CA 94901 1 10/22/96 00
0430075457 05 12/01/96 0
77835 O 11/01/26
0
1536375 B85/G01 F 264,500.00 ZZ
360 264,500.00 1
6 PATRIOT DRIVE 8.750 2,080.82 95
8.500 2,080.82 278,456.00
NORTHBOROUGH MA 01532 1 11/08/96 10
0430076851 05 01/01/97 30
153675 O 12/01/26
0
1536453 077/077 F 392,000.00 ZZ
360 391,743.58 1
8439 PREAKNESS 8.125 2,910.59 80
7.875 2,910.59 490,000.00
CINCINNATI OH 45249 1 10/28/96 00
361332 05 12/01/96 0
361332 O 11/01/26
0
1536524 B98/G01 F 596,000.00 ZZ
360 596,000.00 1
26790 DEZAHARA WAY 8.250 4,477.55 74
8.000 4,477.55 809,000.00
LOS ALTOS HILLS CA 94022 2 11/12/96 00
0430087346 05 01/01/97 0
610025 O 12/01/26
0
1536603 624/G01 F 177,700.00 ZZ
360 177,586.69 1
207 AUOLI DRIVE 8.250 1,335.00 70
8.000 1,335.00 256,000.00
MAKAWAO HI 96768 1 10/17/96 00
0430077529 05 12/01/96 0
70006360053 O 11/01/26
0
1
1536703 B60/G01 F 216,800.00 ZZ
360 216,665.24 1
25611 HAMPTON DRIVE 8.375 1,647.84 80
8.125 1,647.84 271,000.00
LAGUNA NIGUEL CA 92677 1 10/17/96 00
0430067470 03 12/01/96 0
7434 O 11/01/26
0
1536793 A50/A50 F 324,150.00 ZZ
360 322,456.08 1
LOT 4 TRACT G BLOCK D 8.250 2,435.23 67
SEA HORSE COURT 8.000 2,435.23 490,000.00
ISLE OF PALMS SC 29451 4 07/17/95 00
7500205150 03 05/01/96 0
7500205150 O 04/01/26
0
1536854 975/G01 F 300,000.00 ZZ
360 300,000.00 1
1410 SOUTH 2ND AVENUE 8.500 2,306.74 41
8.250 2,306.74 740,607.00
ARCADIA CA 91006 4 11/12/96 00
0430082735 05 01/01/97 0
962632 O 12/01/26
0
1536864 764/G01 F 243,750.00 ZZ
360 243,750.00 1
603 EAST GRAVES AVENUE 8.000 1,788.55 72
7.750 1,788.55 340,000.00
MONTEREY PARK CA 91755 5 11/12/96 00
0430083790 05 01/01/97 0
890475 O 12/01/26
0
1536892 470/G01 F 215,000.00 ZZ
360 214,862.90 1
19739 HIGHWAY 84 8.250 1,615.23 64
8.000 1,615.23 340,000.00
ESPANOLA NM 87532 5 10/25/96 00
0430075101 05 12/01/96 0
51010980 O 11/01/26
0
1536899 975/G01 F 345,000.00 ZZ
360 344,796.32 1
19730 FALCON RIDGE LANE 8.625 2,683.37 70
NORTHRIDGE AREA 8.375 2,683.37 497,500.00
1
LOS ANGELES CA 91326 1 10/22/96 00
0430074732 03 12/01/96 0
962607 O 11/01/26
0
1536991 163/G01 F 251,250.00 ZZ
360 250,959.85 1
37 PAA-KO DRIVIE 8.750 1,976.58 75
8.500 1,976.58 335,000.00
SANDIA PARK NM 87047 1 09/25/96 00
0430069468 05 11/01/96 0
372209621 O 10/01/26
0
1537061 E26/G01 F 168,000.00 ZZ
360 167,892.87 1
6730 WEST LAKERIDGE ROAD 8.250 1,262.13 80
8.000 1,262.13 210,000.00
NEW MARKET MD 21774 1 10/23/96 00
0430088492 03 12/01/96 0
421050 O 11/01/26
0
1537065 353/353 F 400,000.00 ZZ
360 399,744.93 1
2358 HALEHAKA STREET 8.250 3,005.07 80
8.000 3,005.07 500,000.00
HONLULU HI 96821 1 10/21/96 00
6097201 03 12/01/96 0
6097201 O 11/01/26
0
1537080 776/G01 F 520,000.00 ZZ
360 519,676.79 1
24837 PASEO DEL RANCHO 8.375 3,952.38 80
8.125 3,952.38 650,000.00
CALABASAS CA 91302 1 10/10/96 00
0430079947 03 12/01/96 0
6137673 O 11/01/26
0
1537111 526/526 F 332,500.00 ZZ
360 332,313.59 1
8231 NORTH SUNDOWN TRAIL 8.875 2,645.52 70
8.625 2,645.52 475,000.00
PARKER CO 80134 5 10/17/96 00
152277 05 12/01/96 0
152277 O 11/01/26
0
1
1537120 163/G01 F 328,000.00 ZZ
360 327,429.72 2
801 FAIRVIEW 8.750 2,580.38 80
8.500 2,580.38 410,000.00
CLIFFSIDE PARK NJ 07010 1 08/20/96 00
0430070664 05 10/01/96 0
56236790 O 09/01/26
0
1537121 B57/G01 F 556,000.00 ZZ
360 555,654.41 1
536 NEVADA AVENUE 8.375 4,226.01 70
8.125 4,226.01 800,000.00
SAN MATEO CA 94402 5 10/25/96 00
0430078857 05 12/01/96 0
9611793 O 11/01/26
0
1537128 E57/G01 F 277,600.00 ZZ
360 277,431.83 1
10157 BOND ROAD 8.500 2,134.50 80
8.250 2,134.50 347,000.00
ELK GROVE CA 95624 1 10/21/96 00
0430074807 05 12/01/96 0
172335 O 11/01/26
0
1537130 069/G01 F 355,000.00 ZZ
360 354,800.98 1
321 CARRIAGE PLACE 8.875 2,824.54 64
8.625 2,824.54 555,000.00
MANHATTAN BEACH CA 90266 1 10/11/96 00
0430076315 05 12/01/96 0
2362140135 O 11/01/26
0
1537138 765/G01 F 310,800.00 ZZ
360 310,611.71 1
154 16TH AVENUE 8.500 2,389.79 80
8.250 2,389.79 388,500.00
SAN MATEO CA 94402 1 10/21/96 00
0430088112 05 12/01/96 0
318146 O 11/01/26
0
1537142 765/G01 F 324,000.00 ZZ
360 323,788.05 1
1
845 WEST HIGHLAND DRIVE 8.125 2,405.70 90
7.875 2,405.70 360,000.00
CAMARILLO (AREA CA 93010 1 10/24/96 11
0430076018 05 12/01/96 25
316632 O 11/01/26
0
1537154 E61/G01 F 500,000.00 ZZ
360 500,000.00 1
6822 ROCKVIEW COURT 8.375 3,800.36 80
8.125 3,800.36 628,500.00
SAN JOSE CA 95120 1 11/13/96 00
0430081356 05 01/01/97 0
13691 O 12/01/26
0
1537167 163/G01 F 286,000.00 ZZ
360 282,771.14 1
5 SAWMILL DR 8.000 2,098.57 77
7.750 2,098.57 375,000.00
WESTBOROUGH MA 01581 2 07/19/95 00
0430078758 05 09/01/95 0
UNKNOWN O 08/01/25
0
1537172 705/G01 F 250,000.00 ZZ
300 250,000.00 1
6 WELLINGTON DRIVE 7.875 1,908.88 79
7.625 1,908.88 317,000.00
STONYBROOK NY 11790 1 11/14/96 00
0430078725 05 01/01/97 0
96030368 O 12/01/21
0
1537203 313/G01 F 312,000.00 ZZ
360 311,815.79 1
12518 SOUTH BEAR CUB CIRCLE 8.625 2,426.71 73
8.375 2,426.71 432,000.00
DRAPER UT 84020 1 10/30/96 00
0430073361 05 12/01/96 0
5931738 O 11/01/26
0
1537212 F03/G01 F 450,000.00 T
360 450,000.00 1
1156 VILLAGE ROAD 8.500 3,460.12 75
UNIT A302 8.250 3,460.12 600,000.00
BEAVER CREEK CO 81620 1 11/15/96 00
0430085357 01 01/01/97 0
1
DEN10274 O 12/01/26
0
1537279 367/367 F 273,360.68 ZZ
328 273,133.48 1
6131 UTAH AVENUE, NW 8.125 2,078.08 78
NW 7.875 2,078.08 355,000.00
WASHINGTON DC 20015 1 10/31/96 00
75285940 05 12/01/96 0
75285940 O 03/01/24
0
1537286 626/G01 F 242,400.00 ZZ
360 242,256.88 1
15 MAST COURT 8.625 1,885.37 80
8.375 1,885.37 303,000.00
SACRAMENTO CA 95831 1 10/03/96 00
0430087619 03 12/01/96 0
6659882 O 11/01/26
0
1537290 E19/G01 F 255,000.00 ZZ
360 254,837.40 1
7 BELLE ISLE DRIVE 8.250 1,915.73 79
8.000 1,915.73 325,000.00
LAGUNA NIGUEL CA 92677 2 10/25/96 00
0430076109 03 12/01/96 0
10010530 O 11/01/26
0
1537298 267/267 F 392,000.00 ZZ
360 391,756.34 1
23730 PARK BELMONTE 8.375 2,979.49 80
8.125 2,979.49 490,000.00
CALABASAS CA 91302 1 10/29/96 00
4427709 05 12/01/96 0
4427709 O 11/01/26
0
1537308 765/G01 F 110,200.00 ZZ
360 110,134.93 1
24685 PAIGE CIRCLE 8.625 857.13 42
8.375 857.13 265,000.00
LAGUNA HILLS CA 92653 2 10/25/96 00
0430081596 05 12/01/96 0
200312 O 11/01/26
0
1
1537309 765/G01 F 292,000.00 ZZ
360 291,836.29 2
700 SEA BREEZE DRIVE 8.875 2,323.29 80
8.625 2,323.29 365,000.00
SEAL BEACH CA 90740 1 10/22/96 00
0430072520 05 12/01/96 0
318286 O 11/01/26
0
1537314 E26/G01 F 168,750.00 ZZ
360 168,642.39 1
620 ECHO COVE DRIVE 8.250 1,267.77 75
8.000 1,267.77 225,000.00
CROWNSVILLE MD 21032 1 10/29/96 00
0430072546 03 12/01/96 0
431318 O 11/01/26
0
1537316 765/G01 F 288,000.00 ZZ
360 287,816.35 1
31 WILLOW HILL ROAD 8.250 2,163.65 80
8.000 2,163.65 360,000.00
LADUE MO 63124 1 10/31/96 00
0430076885 05 12/01/96 0
700030 O 11/01/26
0
1537333 E08/G01 F 239,400.00 ZZ
360 239,400.00 1
25045 SW 197TH AVENUE 8.500 1,840.78 95
8.250 1,840.78 252,000.00
MIAMI FL 33031 1 11/15/96 14
0430084046 05 01/01/97 30
96476 O 12/01/26
0
1537349 593/593 F 261,000.00 ZZ
360 260,344.26 1
3333 RIVERNEST LANE 8.375 1,983.79 90
8.125 1,983.79 290,000.00
BOISE ID 83706 1 07/25/96 04
6011175 03 09/01/96 25
6011175 O 08/01/26
0
1537359 E22/G01 F 55,000.00 ZZ
360 54,938.11 1
1008 MC NAMEE STREET 8.875 437.60 62
8.625 437.60 90,000.00
1
NORMAN OK 73069 5 09/24/96 00
0410259691 05 11/01/96 0
410259691 O 10/01/26
0
1537375 375/G01 F 231,200.00 ZZ
360 229,435.12 1
1453 TROMBONE CT 7.500 1,616.58 80
7.250 1,616.58 289,000.00
VIENNA VA 22182 1 02/05/96 00
0430079616 03 03/01/96 0
406289 O 02/01/26
0
1537379 737/G01 F 308,600.00 T
360 308,398.13 1
686 MONTANA ROAD 8.125 2,291.35 80
7.875 2,291.35 385,750.00
ATLANTA GA 30327 1 10/30/96 00
0430072637 05 12/01/96 0
558481 O 11/01/26
0
1537380 E22/G01 F 112,000.00 ZZ
360 111,938.82 1
3165 CUTHBERT AVENUE 9.000 901.18 80
8.750 901.18 140,000.00
OAKLAND CA 94602 2 10/17/96 00
0410186837 05 12/01/96 0
410186837 O 11/01/26
0
1537438 686/G01 F 98,000.00 ZZ
360 97,949.19 1
147 SHADYWOOD LANE 9.250 806.23 55
9.000 806.23 180,000.00
ELK GROVE VILLA IL 60007 5 10/08/96 00
0430073031 05 12/01/96 0
817711617 O 11/01/26
0
1537439 686/G01 F 80,000.00 ZZ
360 79,953.96 1
20 OAKWOOD COURT 8.750 629.37 51
8.500 629.37 158,000.00
PALM HARBOR FL 34683 1 10/15/96 00
0430073130 03 12/01/96 0
817796816 O 11/01/26
0
1
1537443 686/G01 F 81,000.00 ZZ
360 80,949.65 1
5 COUNTRYWOOD COURT 8.375 615.66 70
8.125 615.66 116,000.00
DEER PARK NY 11729 1 10/16/96 00
0430073320 01 12/01/96 0
817382849 O 11/01/26
0
1537444 686/G01 F 53,500.00 ZZ
360 53,467.92 1
9757 - 1ST AVENUE NW 8.550 413.27 50
8.300 413.27 108,000.00
SEATTLE WA 98117 5 10/03/96 00
0430073353 05 12/01/96 0
817624406 O 11/01/26
0
1537445 686/G01 F 105,300.00 ZZ
360 105,240.96 1
7339 BRACKENWOOD DRIVE 8.875 837.82 75
8.625 837.82 140,520.00
INDIANAPOLIS IN 46260 1 10/15/96 00
0430073411 03 12/01/96 0
817712037 O 11/01/26
0
1537446 686/G01 F 102,500.00 ZZ
360 102,440.41 1
2 MATURO DRIVE 8.700 802.72 63
8.450 802.72 165,000.00
EAST HAVEN CT 06512 2 10/10/96 00
0430073429 05 12/01/96 0
817818529 O 11/01/26
0
1537448 686/G01 F 63,900.00 ZZ
360 63,864.17 1
3030 SW 80TH AVENUE 8.875 508.42 42
8.625 508.42 153,000.00
MIAMI FL 33155 5 10/11/96 00
0430073445 05 12/01/96 0
817796782 O 11/01/26
0
1537449 686/G01 F 132,500.00 ZZ
360 132,421.76 1
1
2240 SW LILLYBEN COURT 8.625 1,030.58 74
8.375 1,030.58 180,000.00
GRESHAM OR 97080 2 10/10/96 00
0430073452 05 12/01/96 0
817895659 O 11/01/26
0
1537450 686/G01 F 151,800.00 ZZ
360 151,712.66 1
5300 APPLE BLOSSOM COURT 8.750 1,194.22 75
8.500 1,194.22 202,500.00
CHARLOTTE NC 28227 1 10/17/96 00
0430073460 05 12/01/96 0
817903396 O 11/01/26
0
1537454 686/G01 F 305,000.00 ZZ
360 304,807.48 1
15854 SE 56TH PL 8.300 2,302.10 70
8.050 2,302.10 435,800.00
BELLEVUE WA 98006 1 10/14/96 00
0430073494 05 12/01/96 0
817616980 O 11/01/26
0
1537455 686/G01 F 87,000.00 ZZ
360 86,948.36 1
6075 LINCOLN DRIVE #305 8.600 675.14 75
8.350 675.14 116,000.00
EDINA MN 55436 1 10/18/96 00
0430073502 01 12/01/96 0
817664303 O 11/01/26
0
1537456 686/G01 F 81,000.00 ZZ
360 80,954.58 1
18754 CONIFER DRIVE 8.875 644.48 60
8.625 644.48 135,000.00
OREGON CITY OR 97045 1 10/11/96 00
0430073510 05 12/01/96 0
817912140 O 11/01/26
0
1537457 686/G01 F 80,000.00 ZZ
360 79,948.46 1
2 JODY COURT 8.200 598.21 37
7.950 598.21 217,000.00
SHOREHAM NY 11786 1 10/21/96 00
0430074906 05 12/01/96 0
1
817382674 O 11/01/26
0
1537458 686/G01 F 32,900.00 ZZ
360 32,879.44 1
3908 13TH AVENUE SOUTH 8.350 249.49 26
8.100 249.49 130,000.00
SEATTLE WA 98108 5 10/14/96 00
0430074914 05 12/01/96 0
817627250 O 11/01/26
0
1537459 686/G01 F 59,500.00 ZZ
360 59,467.49 1
23045 142ND STREET 9.000 478.76 70
8.750 478.76 85,000.00
ELK RIVER MN 55330 5 10/14/96 00
0430074930 05 12/01/96 0
817709181 O 11/01/26
0
1537460 686/G01 F 78,000.00 ZZ
360 77,956.26 1
14648 LAFAYETTE CIRCLE 8.875 620.61 58
8.625 620.61 135,000.00
MAGALIA CA 95954 2 10/10/96 00
0430074948 03 12/01/96 0
817718034 O 11/01/26
0
1537462 686/G01 F 120,000.00 ZZ
360 119,927.30 2
22522 88TH AVENUE W #A & B 8.500 922.70 51
8.250 922.70 239,950.00
EDMONDS WA 98026 1 10/23/96 00
0430074963 05 12/01/96 0
817911316 O 11/01/26
0
1537463 686/G01 F 335,000.00 ZZ
360 334,780.86 1
913 STUART LANE 8.125 2,487.37 73
7.875 2,487.37 460,000.00
BRENTWOOD TN 37027 2 10/15/96 00
0430074989 05 12/01/96 0
817923733 O 11/01/26
0
1
1537466 686/G01 F 235,900.00 ZZ
360 235,745.68 1
17942 SHOREHAM LANE 8.125 1,751.56 80
7.875 1,751.56 294,900.00
HUNTINGTON BEAC CA 92649 1 10/22/96 00
0430073536 05 12/01/96 0
817848971 O 11/01/26
0
1537467 686/G01 F 89,550.00 ZZ
360 89,495.74 1
3315 SEVEN OAKS TERRACE 8.500 688.57 80
8.250 688.57 111,950.00
MIDLOTHIAN VA 23112 1 10/18/96 00
0430073577 03 12/01/96 0
817859978 O 11/01/26
0
1537469 686/G01 F 285,000.00 ZZ
360 284,821.94 1
12833 LANDALE STREET 8.350 2,161.18 58
8.100 2,161.18 495,000.00
NORTH HOLLYWOOD CA 91604 5 10/17/96 00
0430073585 05 12/01/96 0
817641301 O 11/01/26
0
1537470 686/G01 F 35,000.00 ZZ
360 34,977.68 1
16150 SW ROYALTY PARKWAY 8.250 262.95 31
8.000 262.95 115,000.00
KING CITY OR 97224 1 10/21/96 00
0430073593 03 12/01/96 0
817681919 O 11/01/26
0
1537471 686/G01 F 117,850.00 ZZ
360 117,782.19 1
2908 PARKHAVEN DRIVE 8.750 927.13 75
8.500 927.13 157,199.00
FLOWER MOUND TX 75028 1 10/24/96 00
0430073627 03 12/01/96 0
817767494 O 11/01/26
0
1537472 686/G01 F 55,000.00 ZZ
360 54,965.64 1
23055 SW 180TH COURT 8.350 417.07 36
8.100 417.07 157,000.00
1
MIAMI FL 33170 5 10/21/96 00
0430073635 05 12/01/96 0
817450109 O 11/01/26
0
1537473 686/G01 F 190,900.00 ZZ
360 190,790.16 1
43259 VINTNERS PLACE DR. 8.750 1,501.82 75
8.500 1,501.82 254,575.00
STERLING HEIGHT MI 48314 1 10/25/96 00
0430073650 05 12/01/96 0
817713217 O 11/01/26
0
1537474 686/G01 F 62,250.00 ZZ
360 62,214.18 1
1270 N LAKE ANGELUS ROAD 8.750 489.73 75
8.500 489.73 83,000.00
AUBURN HILLS MI 48326 1 10/25/96 00
0430073668 05 12/01/96 0
817714009 O 11/01/26
0
1537478 686/686 F 97,500.00 ZZ
360 97,439.70 1
2821 WEST 84TH PLACE 8.400 742.80 65
8.000 742.80 150,000.00
INGLEWOOD CA 90305 5 10/17/96 00
817530413 05 12/01/96 0
817530413 O 11/01/26
0
1537479 686/G01 F 65,000.00 ZZ
360 64,962.60 1
60 W INGLESIDE DRIVE 8.750 511.36 74
8.500 511.36 88,500.00
COVENTRY TWP OH 44319 1 10/25/96 00
0430073643 05 12/01/96 0
817714462 O 11/01/26
0
1537480 686/G01 F 63,000.00 ZZ
360 62,964.68 1
113 WILDFLOWER CR 8.875 501.26 56
8.625 501.26 113,000.00
BUFFALO GROVE IL 60089 1 10/28/96 00
0430073676 01 12/01/96 0
817714587 O 11/01/26
0
1
1537481 686/G01 F 46,100.00 ZZ
360 46,070.30 1
4 HOLLY DRIVE 8.200 344.72 75
7.950 344.72 61,500.00
MCDONALD PA 15057 1 10/25/96 00
0430073684 05 12/01/96 0
817737620 O 11/01/26
0
1537482 686/G01 F 106,500.00 ZZ
360 106,438.72 1
762 215TH ST 8.750 837.84 75
8.500 837.84 142,000.00
PASADENA MD 21122 1 10/25/96 00
0430073858 05 12/01/96 0
817863624 O 11/01/26
0
1537483 686/G01 F 55,000.00 ZZ
360 54,969.16 1
21611 BRIAR OAK DRIVE 8.875 437.61 44
8.625 437.61 126,000.00
HUMBLE TX 77338 2 10/23/96 00
0430073882 03 12/01/96 0
817924079 O 11/01/26
0
1537486 686/G01 F 100,000.00 ZZ
360 99,934.92 1
1262 NW 171ST TERRACE 8.150 744.25 68
7.900 744.25 148,000.00
PEMBROKE PINES FL 33028 2 10/25/96 00
0430074260 03 12/01/96 0
817623531 O 11/01/26
0
1537487 686/G01 F 117,000.00 ZZ
360 116,929.12 1
8970 NORTH 83RD PLACE 8.500 899.63 60
8.250 899.63 197,500.00
SCOTTSDALE AZ 85258 1 10/25/96 00
0430074278 09 12/01/96 0
817680747 O 11/01/26
0
1537488 686/G01 F 55,000.00 ZZ
360 54,965.28 1
1
590 HEWETT DRIVE 8.300 415.14 74
8.050 415.14 74,346.00
ORLANDO FL 32807 1 10/30/96 00
0430074286 05 12/01/96 0
817798564 O 11/01/26
0
1537489 686/G01 F 312,000.00 ZZ
360 311,799.00 1
4353 CORONADO AVENUE 8.200 2,333.00 80
7.950 2,333.00 390,000.00
SAN DIEGO CA 92107 1 10/25/96 00
0430074310 05 12/01/96 0
817815020 O 11/01/26
0
1537490 686/G01 F 305,500.00 ZZ
360 305,321.66 1
125 VIA ZURICH 8.680 2,388.12 65
8.430 2,388.12 470,000.00
NEWPORT BEACH CA 92663 2 10/16/96 00
0430074336 03 12/01/96 0
817849284 O 11/01/26
0
1537491 686/G01 F 68,000.00 ZZ
360 67,956.63 1
37 BARTLETT AVENUE 8.250 510.87 38
8.000 510.87 180,000.00
NORWALK CT 06850 5 10/25/96 00
0430074351 05 12/01/96 0
817886120 O 11/01/26
0
1537492 686/G01 F 94,500.00 ZZ
360 94,440.95 1
8035 TABBY LANE 8.350 716.61 75
8.100 716.61 126,000.00
ORLANDO FL 32810 1 10/31/96 00
0430073916 03 12/01/96 0
817604648 O 11/01/26
0
1537493 686/G01 F 224,800.00 ZZ
360 224,655.17 1
8330 LOOKOUT MOUNTAIN AVE 8.200 1,680.96 80
7.950 1,680.96 281,000.00
LOS ANGELES CA 90046 1 10/29/96 00
0430073940 05 12/01/96 0
1
817645476 O 11/01/26
0
1537494 686/G01 F 93,000.00 ZZ
360 92,946.49 1
1801 SOUTH NEVADA STREET 8.750 731.64 68
8.500 731.64 138,000.00
OCEANSIDE CA 92054 1 10/25/96 00
0430073973 05 12/01/96 0
817680887 O 11/01/26
0
1537495 686/G01 F 87,100.00 ZZ
360 87,047.23 1
2915 DUNLIN LAKE WAY 8.500 669.73 69
8.250 669.73 126,330.00
LAWRENCEVILLE GA 30244 1 10/31/96 00
0430074021 03 12/01/96 0
817793201 O 11/01/26
0
1537496 686/G01 F 65,600.00 ZZ
360 65,560.26 1
5580 ELIZABETH ROSE SQ 8.500 504.41 75
8.250 504.41 87,500.00
ORLANDO FL 32810 1 10/31/96 00
0430074070 03 12/01/96 0
817794506 O 11/01/26
0
1537497 686/G01 F 99,400.00 ZZ
360 99,341.31 2
16 WORCESTER STREET 8.625 773.13 70
8.375 773.13 142,500.00
CAMBRIDGE MA 02139 1 10/31/96 00
0430074088 05 12/01/96 0
817827082 O 11/01/26
0
1537498 686/G01 F 52,500.00 ZZ
360 52,056.77 2
809-811 ECTOR STREET 8.750 413.02 70
8.500 413.02 75,000.00
DENTON TX 76201 1 10/30/96 00
0430073932 05 12/01/96 0
817828700 O 11/01/26
0
1
1537500 686/G01 F 84,750.00 ZZ
360 84,698.65 1
14075 24TH AVENUE NE 8.500 651.66 75
8.250 651.66 113,000.00
SEATTLE WA 98125 1 10/28/96 00
0430073957 05 12/01/96 0
817913429 O 11/01/26
0
1537505 686/G01 F 252,000.00 ZZ
360 251,850.60 1
444 WEST DAVIS BOULEVARD 8.605 1,956.45 80
8.355 1,956.45 315,000.00
TAMPA FL 33606 5 10/28/96 00
0430074179 05 12/01/96 0
817574049 O 11/01/26
0
1537506 686/G01 F 113,250.00 ZZ
360 113,184.84 1
2042 NW 100 WAY 8.750 890.94 75
8.500 890.94 151,000.00
CORAL SPRINGS FL 33071 1 11/01/96 00
0430074187 05 12/01/96 0
817905458 O 11/01/26
0
1537507 686/G01 F 34,500.00 ZZ
360 34,479.09 1
3827 FARLAN LANE 8.500 265.28 75
8.250 265.28 46,000.00
HOUSTON TX 77014 1 10/31/96 00
0430074195 03 12/01/96 0
817924160 O 11/01/26
0
1537510 686/G01 F 162,787.00 ZZ
360 162,681.06 1
12280 RIVERFALLS COURT 8.150 1,211.54 75
7.900 1,211.54 217,050.00
BOCA RATON FL 33428 1 10/29/96 00
0430074237 03 12/01/96 0
817088735 O 11/01/26
0
1537511 686/G01 F 50,000.00 ZZ
360 49,969.71 1
3378 BUFFAM PLACE 8.500 384.46 60
8.250 384.46 84,000.00
1
CASSELBERRY FL 32707 1 10/29/96 00
0430074294 03 12/01/96 0
817604622 O 11/01/26
0
1537512 686/G01 F 185,500.00 ZZ
360 185,387.62 1
10262 PINETREE DRIVE 8.500 1,426.34 70
8.250 1,426.34 265,000.00
SAN DIEGO CA 92131 1 10/17/96 00
0430074328 05 12/01/96 0
817814833 O 11/01/26
0
1537513 227/G01 F 223,200.00 ZZ
360 223,057.67 1
386 CHURCH AVE 8.250 1,676.83 90
8.000 1,676.83 248,000.00
CEDARHURST NY 11516 1 10/29/96 14
0430077735 05 12/01/96 25
1685707 O 11/01/26
0
1537514 227/G01 F 280,500.00 ZZ
360 280,346.78 1
108-34 69TH AVENUE 9.000 2,256.97 85
8.750 2,256.97 330,000.00
FOREST HILLS NY 11375 1 10/25/96 11
0430078022 05 12/01/96 12
1675680 O 11/01/26
0
1537577 491/491 F 276,700.00 ZZ
360 276,167.01 1
8823 WINE VALLEY CIRCLE 8.250 2,078.76 80
8.000 2,078.76 345,900.00
SAN JOSE CA 95135 1 08/20/96 00
0060752963 03 10/01/96 0
0060752963 O 09/01/26
0
1537578 491/491 F 315,000.00 ZZ
360 314,408.52 1
24232 CREEKSIDE DRIVE 8.375 2,394.23 90
(NEWHALL AREA) 8.125 2,394.23 350,000.00
SANTA CLARITA CA 91321 1 08/19/96 11
0060541857 03 10/01/96 25
0060541857 O 09/01/26
0
1
1537579 491/491 F 640,000.00 ZZ
360 639,570.57 1
2816 VIA SEGOVIA 8.000 4,696.10 80
7.750 4,696.10 800,000.00
PALOS VERDES ES CA 90274 1 09/17/96 00
0061264741 05 12/01/96 0
0061264741 O 11/01/26
0
1537581 617/617 F 232,000.00 ZZ
360 231,564.37 1
43 ENGLISH HILL 8.375 1,763.37 80
8.125 1,763.37 290,000.00
COGAN STATION PA 17728 1 08/23/96 00
703614 05 10/01/96 0
703614 O 09/01/26
0
1537583 491/491 F 300,500.00 ZZ
360 300,105.52 1
4626 MARITIME LOOP 8.125 2,231.21 90
7.875 2,231.21 334,000.00
UNION CITY CA 94587 1 09/12/96 14
0061268119 03 11/01/96 25
0061268119 O 10/01/26
0
1537584 491/491 F 592,000.00 ZZ
360 590,887.65 1
2502 ROSEMARY COURT 8.375 4,499.63 80
8.125 4,499.63 740,000.00
ENCINITAS CA 92024 1 08/22/96 00
0061254801 05 10/01/96 0
0061254801 O 09/01/26
0
1537586 491/491 F 332,000.00 ZZ
360 331,585.82 1
22958 SE 43RD PL 8.375 2,523.45 80
8.125 2,523.45 415,000.00
ISSAQUAH WA 98029 1 09/23/96 00
0060968702 03 11/01/96 0
0060968702 O 10/01/26
0
1537587 617/617 F 300,000.00 ZZ
360 299,078.29 1
1
460 WOODBRIDGE ROAD 8.500 2,306.75 69
8.250 2,306.75 440,000.00
SOMERVILLE TN 38068 2 06/03/96 00
446582 05 08/01/96 0
446582 O 07/01/26
0
1537588 491/491 F 377,000.00 ZZ
360 376,553.24 1
22971 FEMES 8.625 2,932.27 90
8.375 2,932.27 419,000.00
MISSION VIEJO CA 92692 1 09/04/96 10
0060796162 03 11/01/96 25
0060796162 O 10/01/26
0
1537589 491/491 F 280,250.00 ZZ
360 279,862.99 1
8298 LOMA VISTA ROAD 7.875 2,032.01 95
7.625 2,032.01 295,000.00
VENTURA CA 93004 1 09/05/96 04
0060971037 05 11/01/96 30
0060971037 O 10/01/26
0
1537591 617/617 F 500,000.00 ZZ
360 488,734.53 1
11475 SOUTH YALE AVE 8.625 3,888.95 69
8.375 3,888.95 725,000.00
TULSA OK 74137 2 07/19/96 00
170300 05 09/01/96 0
170300 O 08/01/26
0
1537592 491/491 F 239,500.00 ZZ
360 239,223.40 1
540 SAXONY ROAD 8.750 1,884.15 85
8.500 1,884.15 285,000.00
ENCINITAS CA 92024 2 09/16/96 14
0061250970 05 11/01/96 12
0061250970 O 10/01/26
0
1537593 617/617 F 320,000.00 ZZ
360 319,811.07 1
1022 CABERNET DRIVE 8.625 2,488.93 80
8.375 2,488.93 401,000.00
CHESTERFIELD MO 63017 1 10/15/96 00
173175 03 12/01/96 0
1
173175 O 11/01/26
0
1537594 491/491 F 224,590.00 ZZ
360 224,168.28 1
167 SOUTH MARTEL 8.375 1,707.05 80
8.125 1,707.05 281,250.00
LOS ANGELES CA 90036 1 08/21/96 00
0061091103 05 10/01/96 0
0061091103 O 09/01/26
0
1537595 491/491 F 235,000.00 ZZ
360 234,667.21 1
61043 LAKE SHORE ROAD 7.750 1,683.57 74
7.500 1,683.57 320,000.00
JOSEPH OR 97846 2 09/10/96 00
0061073938 05 11/01/96 0
0061073938 O 10/01/26
0
1537596 491/491 F 243,000.00 ZZ
360 242,733.52 1
909 ARIZONA AVENUE, #1 9.000 1,955.24 90
8.750 1,955.24 270,000.00
SANTA MONICA CA 90401 2 09/06/96 11
0061027618 01 11/01/96 25
0061027618 O 10/01/26
0
1537597 617/617 F 230,000.00 ZZ
360 229,478.46 1
HC 2 BOX 1036-33 8.875 1,829.99 68
8.625 1,829.99 340,000.00
LAMPE MO 65681 2 07/25/96 00
229398 05 09/01/96 0
229398 O 08/01/26
0
1537598 491/491 F 229,000.00 ZZ
360 228,864.80 1
31347 BEACON BAY DRIVE 8.625 1,781.14 75
8.375 1,781.14 309,000.00
UNION CITY CA 94587 1 10/02/96 00
0061413950 03 12/01/96 0
0061413950 O 11/01/26
0
1
1537600 491/491 F 316,000.00 ZZ
360 315,808.56 1
1449 ASCENSION DRIVE 8.500 2,429.77 80
8.250 2,429.77 395,000.00
SAN MATEO CA 94402 1 10/10/96 00
0061411582 05 12/01/96 0
0061411582 O 11/01/26
0
1537602 491/491 F 331,200.00 ZZ
360 330,827.27 1
785 AVANTE PLACE 8.875 2,635.18 80
8.625 2,635.18 414,000.00
MORGAN HILL CA 95037 1 09/26/96 00
0061406171 05 11/01/96 0
0061406171 O 10/01/26
0
1537603 617/617 F 416,500.00 ZZ
360 415,634.68 1
266 RIVERA LANE 8.625 3,239.50 76
8.375 3,239.50 550,000.00
CORRALES NM 87048 1 09/11/96 00
165893 05 11/01/96 0
165893 O 10/01/26
0
1537604 491/491 F 276,000.00 ZZ
360 275,664.40 1
10701 SNOWDOWN AVENUE 8.500 2,122.21 80
8.250 2,122.21 345,000.00
OAKLAND CA 94605 2 09/25/96 00
0061370371 05 11/01/96 0
0061370371 O 10/01/26
0
1537605 617/617 F 240,000.00 ZZ
360 239,560.70 1
9517 DOGWOOD ESTATES DR 8.500 1,845.40 75
8.250 1,845.40 320,000.00
GERMANTOWN TN 38139 1 08/30/96 00
446827 05 10/01/96 0
446827 O 09/01/26
0
1537607 491/491 F 340,500.00 ZZ
360 340,041.54 1
3721 VIA LA SELVA 8.000 2,498.47 77
7.750 2,498.47 442,250.00
1
PALOS VERDES ES CA 90274 1 09/23/96 00
0061374792 05 11/01/96 0
0061374792 O 10/01/26
0
1537608 491/491 F 469,000.00 ZZ
360 468,685.31 1
97 SAN PABLO AVENUE 8.000 3,441.36 75
7.750 3,441.36 630,000.00
SAN FRANCISCO CA 94127 1 10/04/96 00
0061290041 03 12/01/96 0
0061290041 O 11/01/26
0
1537609 617/617 F 212,800.00 ZZ
360 212,671.08 1
21 STONEGATE SHORES DRIVE 8.500 1,636.25 80
8.250 1,636.25 266,000.00
HOT SPRINGS AR 71913 2 10/11/96 00
980947 03 12/01/96 0
980947 O 11/01/26
0
1537610 491/491 F 288,850.00 ZZ
360 288,489.67 1
9879 NOVARA LANE 8.375 2,195.47 80
8.125 2,195.47 361,069.00
CYPRESS CA 90630 1 09/18/96 00
0061297348 05 11/01/96 0
0061297348 O 10/01/26
0
1537611 491/491 F 413,600.00 ZZ
360 413,057.06 1
22228 BELLEAU COURT 8.125 3,070.97 80
7.875 3,070.97 517,050.00
CALABASAS CA 91302 1 09/25/96 00
0061298522 03 11/01/96 0
0061298522 O 10/01/26
0
1537623 429/429 F 242,000.00 ZZ
360 241,568.26 1
117 CHINABERRY DRIVE 8.625 1,882.26 80
8.375 1,882.26 302,555.00
LAFAYETTE HILL PA 19444 1 08/16/96 00
0021627517 03 10/01/96 0
0021627517 O 09/01/26
0
1
1537624 429/429 F 370,120.00 ZZ
360 369,681.39 1
16242 GLADYS LANE 8.625 2,878.76 80
8.375 2,878.76 462,650.00
MINNETONKA MN 55345 1 09/16/96 00
0010352589 05 11/01/96 0
0010352589 O 10/01/26
0
1537626 429/429 F 235,600.00 ZZ
360 235,146.18 1
21 VANDERBILT DRIVE 8.250 1,769.99 90
8.000 1,769.99 261,830.00
HIGHLAND MILLS NY 10930 1 08/30/96 04
0021253745 05 10/01/96 25
0021253745 O 09/01/26
0
1537636 F03/G01 F 294,300.00 ZZ
360 294,300.00 1
2850 ALPENGLOW WAY 8.250 2,210.98 90
8.000 2,210.98 327,000.00
STEAMBOAT SPRIN CO 80477 1 11/19/96 01
0430086702 05 01/01/97 25
DEN10255 O 12/01/26
0
1537647 429/429 F 306,121.00 ZZ
360 305,758.23 1
3961 PROMONTORY COURT 8.625 2,380.98 64
8.375 2,380.98 480,000.00
BOULDER CO 80304 5 09/12/96 00
0010274863 05 11/01/96 0
0010274863 O 10/01/26
0
1537658 685/G01 F 188,000.00 ZZ
360 188,000.00 1
27055 N VISTA ENCANTADA DRIVE 8.750 1,479.00 79
8.500 1,479.00 240,000.00
SANTA CLARITA CA 91354 2 11/01/96 00
0430070060 05 01/01/97 0
105863 O 12/01/26
0
1537667 696/G01 F 205,200.00 ZZ
360 205,065.77 1
1
8428 EARLY BUD WAY 8.125 1,523.60 80
7.875 1,523.60 256,500.00
LAUREL MD 20723 1 10/25/96 00
0430075721 05 12/01/96 0
7020158 O 11/01/26
0
1537677 562/G01 F 312,300.00 ZZ
360 312,300.00 1
1414 KING STREET 9.000 2,512.84 90
8.750 2,512.84 347,000.00
GREENWICH CT 06831 1 11/05/96 04
0430072975 05 01/01/97 25
524652 O 12/01/26
0
1537687 E58/G01 F 223,150.00 ZZ
360 223,007.70 1
47620 LOWELAND TERRACE 8.250 1,676.46 90
8.000 1,676.46 247,995.00
STERLING VA 20165 1 10/31/96 12
0430073304 09 12/01/96 25
8821530 O 11/01/26
0
1537701 E26/G01 F 179,900.00 ZZ
360 179,788.18 1
9846 LONGVIEW DRIVE 8.375 1,367.37 80
8.125 1,367.37 224,900.00
ELLICOTT CITY MD 21042 1 10/31/96 00
0430074690 05 12/01/96 0
435899 O 11/01/26
0
1537717 575/G01 F 304,000.00 ZZ
360 303,648.92 1
17 BRIAR HILL ROAD 8.750 2,391.57 80
8.500 2,391.57 380,000.00
HOLMDEL NJ 07733 1 09/20/96 00
0430074724 05 11/01/96 0
442007653 O 10/01/26
0
1537722 F67/G01 F 246,950.00 ZZ
360 246,950.00 1
3644 CLEAR BROOK CT. 8.625 1,920.75 95
8.375 1,920.75 259,990.00
SAN JOSE CA 95111 1 11/15/96 11
0430089599 05 01/01/97 30
1
7006762 O 12/01/26
0
1537728 889/G01 F 190,400.00 ZZ
360 190,400.00 1
5707 OSTIN AVENUE 8.875 1,514.91 80
(WOODLAND HILLS AREA) 8.625 1,514.91 238,000.00
LOS ANGELES CA 91367 1 11/13/96 00
0430087254 05 01/01/97 0
51200991 O 12/01/26
0
1537774 961/G01 F 985,600.00 ZZ
360 985,600.00 1
17653 CAMINO DE YATASTO 8.125 7,318.05 58
7.875 7,318.05 1,700,000.00
PACIFIC PALISAD CA 90272 2 11/01/96 00
0430076182 05 01/01/97 0
09109262 O 12/01/26
0
1537780 685/G01 F 239,900.00 ZZ
360 239,900.00 1
24021 ATUN 8.125 1,781.25 80
7.875 1,781.25 299,900.00
DANA POINT CA 92629 1 11/01/96 00
0430078170 03 01/01/97 0
106009 O 12/01/26
0
1537785 E19/G01 F 500,000.00 ZZ
360 500,000.00 1
4140 PARVA AVENUE 7.875 3,625.35 79
7.625 3,625.35 635,000.00
LOS ANGELES CA 90027 1 11/01/96 00
0430074518 05 01/01/97 0
100011365 O 12/01/26
0
1537796 624/G01 F 335,000.00 ZZ
360 334,791.78 1
124 NORTH SILVER SHOALS DRIVE 8.375 2,546.24 76
8.125 2,546.24 445,000.00
PISMO BEACH CA 93449 2 10/31/96 00
0430074559 05 12/01/96 0
72014460026 O 11/01/26
0
1
1537820 776/G01 F 256,000.00 ZZ
360 255,844.91 1
19 RAVENSRIDGE 8.500 1,968.42 80
8.250 1,968.42 320,000.00
DOVE CANYON ARE CA 92679 1 10/28/96 00
0430075648 03 12/01/96 0
1133165 O 11/01/26
0
1537840 776/G01 F 88,000.00 ZZ
360 87,946.69 1
21073 JUNIPERHAVEN AVENUE 8.500 676.64 76
8.250 676.64 116,000.00
BEND OR 97702 2 10/18/96 00
0430078469 05 12/01/96 0
5036242 O 11/01/26
0
1537845 776/G01 F 319,200.00 ZZ
360 318,991.20 1
1925 CATERINA WAY 8.125 2,370.05 80
7.875 2,370.05 399,000.00
WATSONVILLE CA 95076 1 10/23/96 00
0430076406 05 12/01/96 0
2135356 O 11/01/26
0
1537846 776/G01 F 316,700.00 ZZ
360 316,498.05 1
2630 NORTH LADYBIRD DRIVE 8.250 2,379.26 80
8.000 2,379.26 395,900.00
CALABASAS AREA CA 91302 1 10/24/96 00
0430075317 05 12/01/96 0
2132733 O 11/01/26
0
1537852 776/G01 F 281,250.00 ZZ
360 281,066.03 1
474 PESARO STREET 8.125 2,088.27 75
7.875 2,088.27 375,000.00
AGOURA HILLS AR CA 91301 5 10/11/96 00
0430076653 05 12/01/96 0
2135314 O 11/01/26
0
1537853 776/G01 F 82,000.00 ZZ
360 81,954.03 1
402 SU-ANDRA 8.875 652.43 80
8.625 652.43 102,500.00
1
COLLINSVILLE IL 62234 1 10/25/96 00
0430074377 05 12/01/96 0
8237328 O 11/01/26
0
1537860 375/G01 F 150,000.00 ZZ
360 149,835.53 1
20711 ATASCOCITA SHORES 9.000 1,206.93 69
8.750 1,206.93 220,000.00
HUMBLE TX 77346 2 09/30/96 00
0430076430 03 11/01/96 0
421281 O 10/01/26
0
1537861 375/G01 F 190,000.00 ZZ
360 189,872.52 1
13805 BEECHWOOD POINT RD 8.000 1,394.15 66
7.750 1,394.15 290,000.00
MIDLOTHIAN VA 23112 1 10/07/96 00
0430074138 03 12/01/96 0
420241 O 11/01/26
0
1537873 369/G01 F 430,000.00 ZZ
360 429,732.73 1
93 MAKAWELI STREET 8.375 3,268.31 75
8.125 3,268.31 580,000.00
HONOLULU HI 96825 1 10/11/96 00
0430075309 05 12/01/96 0
UNKNOWN O 11/01/26
0
1537874 369/369 F 379,200.00 ZZ
360 378,911.45 1
10239 BRITTENFORD DRIVE 7.375 2,619.05 80
7.125 2,619.05 474,079.00
VIENNA VA 22182 1 10/25/96 00
49474125 03 12/01/96 0
49474125 O 11/01/26
0
1537911 180/G01 F 222,000.00 ZZ
360 221,875.54 1
1719 AXENTY WAY 8.875 1,766.33 89
8.625 1,766.33 250,000.00
REDONDO BEACH CA 90278 2 10/22/96 21
0430077065 03 12/01/96 25
4564423 O 11/01/26
0
1
1537914 757/757 F 273,750.00 ZZ
360 273,579.85 1
320 HUNTCLIFF COURT 8.375 2,080.70 75
8.125 2,080.70 365,000.00
ATLANTA GA 30350 5 10/24/96 00
2870582 05 12/01/96 0
2870582 O 11/01/26
0
1537919 A26/G01 F 304,000.00 ZZ
360 304,000.00 2
17 THORNYCROFT AVENUE 8.875 2,418.77 80
8.625 2,418.77 380,000.00
STATEN ISLAND NY 10312 1 11/07/96 00
0430078048 05 01/01/97 0
7771 O 12/01/26
0
1537943 E91/G01 F 329,000.00 ZZ
360 328,790.21 1
16619 BRAHMS PLACE 8.250 2,471.67 80
8.000 2,471.67 414,757.00
CERRITOS CA 90703 1 10/17/96 00
0430078147 03 12/01/96 0
5451715 O 11/01/26
0
1537978 561/G01 F 50,000.00 ZZ
360 49,969.71 1
96 S FORGE MANOR DRIVE 8.500 384.46 32
8.250 384.46 160,000.00
PHOENIXVILLE PA 19460 1 10/24/96 00
0430075820 05 12/01/96 0
8903213 O 11/01/26
0
1537996 700/G01 F 350,000.00 ZZ
360 350,000.00 1
1510 ALAMEDA PADRE SERRA 8.250 2,629.43 72
8.000 2,629.43 486,849.00
SANTA BARBARA CA 93103 4 11/01/96 00
0430071878 05 01/01/97 0
130193 O 12/01/26
0
1538013 575/G01 F 247,750.00 ZZ
360 247,471.19 1
1
8295 HUNTERS COVE 8.875 1,971.21 80
8.625 1,971.21 309,700.00
CLARENCE NY 14031 1 09/27/96 00
0430074864 05 11/01/96 0
456006487 O 10/01/26
0
1538028 758/G01 F 64,400.00 ZZ
360 64,400.00 1
1234 OXFORD STREET 8.250 483.82 70
8.000 483.82 92,000.00
HOUSTON TX 77008 1 11/20/96 00
0430083691 05 01/01/97 0
UNKNOWN O 12/01/26
0
1538034 696/G01 F 600,000.00 ZZ
360 599,627.07 1
313 SPRINGVALE ROAD 8.375 4,560.43 79
8.125 4,560.43 760,000.00
GREAT FALLS VA 22066 2 10/25/96 00
0430075614 05 12/01/96 0
2136418 O 11/01/26
0
1538056 E22/G01 F 64,000.00 ZZ
360 64,000.00 1
10750 NORTHEAST SACRAMENT 8.750 503.49 52
8.500 503.49 125,000.00
PORTLAND OR 97220 5 10/30/96 00
0410221808 05 01/01/97 0
410221808 O 12/01/26
0
1538080 E22/G01 F 468,000.00 ZZ
360 467,716.48 1
473 SANGRO COURT 8.500 3,598.52 78
8.250 3,598.52 600,683.00
PLEASANTON CA 94566 1 11/01/96 00
0410233639 05 12/01/96 0
410233639 O 11/01/26
0
1538133 076/076 F 260,000.00 ZZ
360 259,683.86 1
204 MUSCAT COURT 8.500 1,999.18 49
8.250 1,999.18 534,000.00
FREMONT CA 94539 1 09/25/96 00
9522122 05 11/01/96 0
1
9522122 O 10/01/26
0
1538136 076/076 F 250,000.00 T
360 249,852.41 1
68 CLIFF ROAD 8.625 1,944.47 60
8.375 1,944.47 417,500.00
AMAGANSETT NY 11930 1 10/03/96 00
6400522 05 12/01/96 0
6400522 O 11/01/26
0
1538140 575/G01 F 109,200.00 ZZ
360 109,067.23 1
5 MOUNT OLIVE LANE 8.500 839.65 70
8.250 839.65 156,000.00
JACKSON NJ 08527 1 09/20/96 00
0430074542 05 11/01/96 0
442007519 O 10/01/26
0
1538159 E22/G01 F 292,600.00 ZZ
360 292,403.67 1
10936 AMMONS STREET 8.000 2,147.00 80
7.750 2,147.00 365,760.00
WESTMINSTER CO 80021 1 10/31/96 00
0410268809 09 12/01/96 0
410268809 O 11/01/26
0
1538166 253/253 F 212,000.00 ZZ
360 211,854.10 1
2900 N BRANDYWINE ST 7.875 1,537.15 80
7.625 1,537.15 265,000.00
ARLINGTON VA 22207 1 10/30/96 00
321331 05 12/01/96 0
321331 O 11/01/26
0
1538178 E22/G01 F 966,000.00 ZZ
360 965,472.35 1
109 KENNEDY COURT 9.000 7,772.65 70
8.750 7,772.65 1,380,000.00
LOS GATOS CA 95030 1 10/17/96 00
0410230411 05 12/01/96 0
410230411 O 11/01/26
0
1
1538180 E22/G01 F 329,000.00 ZZ
360 329,000.00 1
4105 20TH STREET 8.625 2,558.93 70
8.375 2,558.93 475,000.00
SAN FRANCISCO CA 94114 2 10/29/96 00
0410087837 05 01/01/97 0
410087837 O 12/01/26
0
1538182 E33/G01 F 255,000.00 ZZ
360 255,000.00 1
460 MAWMAN AVENUE 7.875 1,848.93 64
7.625 1,848.93 400,000.00
LAKE BLUFF IL 60044 5 11/22/96 00
0430086579 05 01/01/97 0
6000062753 O 12/01/26
0
1538188 E22/G01 F 71,400.00 ZZ
360 71,400.00 1
14154 N W 88TH COURT 8.125 530.14 55
7.875 530.14 129,900.00
MIAMI FL 33018 1 11/07/96 00
0410248660 05 01/01/97 0
410248660 O 12/01/26
0
1538192 927/G01 F 218,000.00 ZZ
360 217,867.93 1
16100 EDMUNDS COURT 8.500 1,676.24 69
8.250 1,676.24 320,000.00
RENO NV 89511 2 10/15/96 00
0430075705 05 12/01/96 0
214023 O 11/01/26
0
1538212 698/G01 F 111,300.00 ZZ
360 111,300.00 1
1115 IRONWOOD AVENUE 8.250 836.16 64
8.000 836.16 174,435.00
PALMDALE CA 93551 1 11/06/96 00
0430076422 05 01/01/97 0
17352644 O 12/01/26
0
1538233 575/G01 F 267,150.00 ZZ
360 266,790.31 1
7604 SHADYWOOD ROAD 8.000 1,960.25 73
7.750 1,960.25 367,150.00
1
BETHESDA MD 20817 1 09/16/96 00
0430073742 05 11/01/96 0
421014733 O 10/01/26
0
1538260 668/G01 F 236,000.00 ZZ
360 235,849.51 1
20 LINDENWOOD LANE 8.250 1,772.99 77
8.000 1,772.99 310,000.00
LITTLETON CO 80127 2 10/23/96 00
0430076471 03 12/01/96 0
6959712 O 11/01/26
0
1538414 623/623 F 395,000.00 ZZ
360 394,748.12 1
10182 NORTH SPANISH BAY DRIVE 8.250 2,967.51 67
8.000 2,967.51 595,000.00
FRESNO CA 93720 1 10/11/96 00
45083964 03 12/01/96 0
45083964 O 11/01/26
0
1538415 076/076 F 278,250.00 ZZ
360 278,072.57 1
1275 ELAM AVENUE 8.250 2,090.40 80
8.000 2,090.40 347,863.00
CAMPBELL CA 95008 1 10/04/96 00
17060413 05 12/01/96 0
17060413 O 11/01/26
0
1538417 076/076 F 232,000.00 ZZ
360 231,866.52 1
13134 CHICKASAW ROAD 8.750 1,825.15 80
8.500 1,825.15 290,000.00
RANCHO CUCAMONG CA 91739 2 10/01/96 00
17058290 05 12/01/96 0
17058290 O 11/01/26
0
1538420 076/076 F 308,800.00 ZZ
360 308,597.99 1
10539 LA RODA DRIVE 8.125 2,292.84 80
7.875 2,292.84 386,000.00
CUPERTINO CA 95014 2 10/09/96 00
17061479 05 12/01/96 0
17061479 O 11/01/26
0
1
1538421 076/076 F 400,000.00 ZZ
360 399,751.38 1
293 FRY TERRACE 8.375 3,040.29 73
8.125 3,040.29 550,000.00
PORT CHARLOTTE FL 33952 1 10/11/96 00
7059477 05 12/01/96 0
7059477 O 11/01/26
0
1538422 076/076 F 244,600.00 ZZ
360 244,447.96 1
2525 CLERMONT PLACE 8.375 1,859.14 95
8.125 1,859.14 257,500.00
OKLAHOMA CITY OK 73116 1 10/09/96 01
33235 05 12/01/96 30
33235 O 11/01/26
0
1538423 076/076 F 252,000.00 ZZ
360 251,723.67 1
BROWNING ROAD 9.000 2,027.65 80
8.750 2,027.65 315,000.00
E STROUDSBURG PA 18301 1 10/01/96 00
17055044 05 11/01/96 0
17055044 O 10/01/26
0
1538424 076/076 F 280,000.00 ZZ
360 279,500.50 1
22141 CHIPPEWA LANE 8.625 2,177.81 74
8.375 2,177.81 380,000.00
GOLDEN CO 80401 1 08/26/96 00
UNKNOWN 03 10/01/96 0
UNKNOWN O 09/01/26
0
1538425 076/076 F 245,000.00 ZZ
360 244,686.48 1
255 WOODCREEK LANE 8.250 1,840.60 87
8.000 1,840.60 282,831.00
FAYETTEVILLE GA 30215 1 09/27/96 01
6265042 03 11/01/96 25
6265042 O 10/01/26
0
1538426 076/076 F 370,200.00 ZZ
360 369,957.83 1
1
12000 ROSE HALL DRIVE 8.125 2,748.73 80
7.875 2,748.73 464,674.00
CLIFTON VA 22024 1 10/10/96 00
6362362 03 12/01/96 0
6362362 O 11/01/26
0
1538429 076/076 F 372,000.00 ZZ
360 371,750.40 1
6342 SKYWALKER DRIVE 8.000 2,729.60 80
7.750 2,729.60 465,000.00
SAN JOSE CA 95135 1 10/03/96 00
6339772 05 12/01/96 0
6339772 O 11/01/26
0
1538430 076/076 F 290,000.00 ZZ
360 289,398.21 1
1126 SWEET BRIAR ROAD 7.875 2,102.71 75
7.625 2,102.71 390,000.00
PERKASIE PA 18910 1 09/27/96 00
6287382 05 11/01/96 0
6287382 O 10/01/26
0
1538431 076/076 F 232,000.00 ZZ
360 231,866.52 1
1386 HIGHWAY 362 WEST 8.750 1,825.15 80
8.500 1,825.15 290,000.00
WILLIAMSON GA 30292 2 10/14/96 00
UNKNOWN 05 12/01/96 0
UNKNOWN O 11/01/26
0
1538432 076/076 F 308,400.00 ZZ
360 308,015.28 1
163 COVINGTON DRIVE 8.375 2,344.07 80
8.125 2,344.07 385,500.00
MACON GA 31210 1 10/07/96 00
6062467 05 11/01/96 0
6062467 O 10/01/26
0
1538433 076/076 F 278,850.00 ZZ
360 278,502.15 1
24439 NORTHEAST 19TH STREET 8.375 2,119.46 90
8.125 2,119.46 309,850.00
REDMOND WA 98053 1 09/12/96 12
6257482 05 11/01/96 25
1
6257482 O 10/01/26
0
1538434 076/076 F 500,000.00 ZZ
360 499,422.57 1
3110 KNOB COURT 8.750 3,933.50 77
8.500 3,933.50 652,000.00
OWENSBORO KY 42303 2 09/04/96 00
7001335 05 11/01/96 0
7001335 O 10/01/26
0
1538435 076/076 F 336,000.00 ZZ
360 335,796.45 1
11620 BLALOCK FOREST 8.500 2,583.55 80
8.250 2,583.55 420,000.00
HOUSTON TX 77024 1 10/16/96 00
6379112 05 12/01/96 0
6379112 O 11/01/26
0
1538437 623/623 F 566,400.00 ZZ
360 566,074.13 1
2175 WINDHAM OAKS COURT 8.750 4,455.87 80
8.250 4,455.87 708,000.00
WEST LINN OR 97068 1 10/16/96 00
37092723 03 12/01/96 0
37092723 O 11/01/26
0
1538438 623/623 F 320,000.00 ZZ
360 319,801.10 1
2824 NORTHWEST MILL POND ROAD 8.375 2,432.23 80
8.125 2,432.23 402,000.00
PORTLAND OR 97229 1 10/28/96 00
37092895 03 12/01/96 0
37092895 O 11/01/26
0
1538439 623/623 F 244,000.00 ZZ
360 243,855.94 1
437 WALTONIA DRIVE 8.625 1,897.81 80
8.375 1,897.81 305,000.00
GLENDALE CA 91206 1 10/16/96 00
51086761 05 12/01/96 0
51086761 O 11/01/26
0
1
1538440 623/623 F 254,250.00 ZZ
360 254,087.87 1
1314 NORTHWEST IRVING STREET 8.250 1,910.10 90
UNIT 708 8.000 1,910.10 282,500.00
PORTLAND OR 97209 1 10/29/96 04
37096032 08 12/01/96 25
37096032 O 11/01/26
0
1538441 623/623 F 822,500.00 ZZ
360 822,001.73 1
7645 NORTH VAN NESS BOULEVARD 8.500 6,324.31 70
7.750 6,324.31 1,175,000.00
FRESNO CA 93711 4 10/25/96 00
45083097 05 12/01/96 0
45083097 O 11/01/26
0
1538463 369/G01 F 253,700.00 ZZ
360 253,542.30 1
5709 LONG COURT 8.375 1,928.31 40
8.125 1,928.31 650,000.00
AUSTIN TX 78730 2 10/23/96 00
0430077545 05 12/01/96 0
49909385 O 11/01/26
0
1538470 369/G01 F 240,000.00 ZZ
360 240,000.00 1
8950 WEST DEERCREEK WAY 8.625 1,866.70 74
8.375 1,866.70 325,000.00
MIDDLETOWN IN 47356 5 11/01/96 00
0430076687 05 01/01/97 0
49737570 O 12/01/26
0
1538491 E22/G01 F 92,000.00 ZZ
360 92,000.00 1
4137 COOPERSDALE ROAD 9.000 740.25 80
8.750 740.25 115,000.00
CHARLOTTE NC 28273 2 11/04/96 00
0410245575 05 01/01/97 0
410245575 O 12/01/26
0
1538500 668/G01 F 238,500.00 ZZ
360 238,351.75 1
266 RODEO DRIVE 8.375 1,812.78 90
8.125 1,812.78 265,000.00
1
ARROYO GRANDE CA 93420 1 10/17/96 04
0430077941 05 12/01/96 25
6956767 O 11/01/26
0
1538501 668/G01 F 312,000.00 ZZ
360 311,801.04 1
5549 EAST OLETA STREET 8.250 2,343.96 80
8.000 2,343.96 390,000.00
LONG BEACH CA 90815 1 10/17/96 00
0430077339 05 12/01/96 0
6928261 O 11/01/26
0
1538503 668/G01 F 248,000.00 ZZ
360 247,837.77 1
1920 NORTH ONYX DRIVE 8.125 1,841.40 80
7.875 1,841.40 310,000.00
WALNUT CA 91789 1 10/25/96 00
0430076372 05 12/01/96 0
6975072 O 11/01/26
0
1538511 696/G01 F 168,000.00 ZZ
360 167,905.82 1
4616 OLD MILL ROAD 8.875 1,336.68 80
8.625 1,336.68 210,000.00
ALEXANDRIA VA 22309 1 11/04/96 00
0430075853 05 12/01/96 0
9540013 O 11/01/26
0
1538515 136/G01 F 157,500.00 ZZ
360 157,313.35 1
1 CEDAR STREET 8.625 1,225.02 75
8.375 1,225.02 210,000.00
MADISON NJ 07940 1 09/26/96 00
0430075325 05 11/01/96 0
1394680 O 10/01/26
0
1538572 964/G01 F 252,000.00 ZZ
360 252,000.00 1
1682 LUDWIG AVENUE 8.000 1,849.09 80
7.750 1,849.09 315,000.00
SANTA ROSA CA 95407 1 11/01/96 00
0430072777 05 01/01/97 0
20901 O 12/01/26
0
1
1538579 964/G01 F 306,900.00 ZZ
360 306,900.00 1
2289 MASTERS ROAD 8.250 2,305.64 80
8.000 2,305.64 383,682.00
CARLSBAD CA 92008 1 11/04/96 00
0430072579 03 01/01/97 0
20947 O 12/01/26
0
1538582 E22/G01 F 360,000.00 ZZ
360 359,808.42 1
1413 SAIL HARBOR CIRCLE 9.125 2,929.08 70
8.875 2,929.08 514,947.00
TARPAN SPRINGS FL 34689 5 10/25/96 00
0410248348 03 12/01/96 0
410248348 O 11/01/26
0
1538632 623/623 F 326,000.00 ZZ
360 325,781.25 1
325 EAST ORMONDE ROAD 8.000 2,392.08 76
7.750 2,392.08 430,000.00
ARROYO GRANDE CA 93420 2 10/22/96 00
48085376 05 12/01/96 0
48085376 O 11/01/26
0
1538634 F27/G01 F 232,000.00 BB
360 231,564.37 1
12166 HOLLY KNOLL CIRCLE 8.375 1,763.37 80
8.125 1,763.37 290,000.00
GREAT FALLS VA 22066 1 08/30/96 00
0430077750 03 10/01/96 0
UNKNOWN O 09/01/26
0
1538636 F27/G01 F 245,550.00 ZZ
360 245,273.66 1
4279 LAWNVALE DRIVE 8.875 1,953.71 90
8.625 1,953.71 272,880.00
GAINESVILLE VA 22065 1 09/15/96 12
0430085209 05 11/01/96 25
UNKNOWN O 10/01/26
0
1538637 E22/G01 F 100,000.00 ZZ
360 99,940.96 1
1
22 FOREST CIRCLE 8.625 777.79 75
8.375 777.79 135,000.00
ORLANDO FL 32803 1 11/07/96 00
0410246219 05 12/01/96 0
410246219 O 11/01/26
0
1538639 B23/G01 F 260,000.00 ZZ
360 260,000.00 1
5550 SHADY CREEK LANE 8.125 1,930.49 80
7.875 1,930.49 325,000.00
YORBA LINDA CA 92887 2 11/13/96 00
0430072413 05 01/01/97 0
88001521 O 12/01/26
0
1538644 685/G01 F 275,000.00 ZZ
360 275,000.00 1
4390 BEL AIR DRIVE 8.750 2,163.43 69
8.500 2,163.43 400,000.00
LA CANADA-FLINT CA 91011 2 11/01/96 00
0430079756 05 01/01/97 0
105974 O 12/01/26
0
1538645 635/635 F 288,000.00 ZZ
360 287,829.97 1
4890 GARLAND BRANCH ROAD 8.625 2,240.03 90
8.375 2,240.03 320,000.00
DOVER FL 33527 1 10/25/96 14
6649537 05 12/01/96 25
6649537 O 11/01/26
0
1538654 623/623 F 300,000.00 ZZ
360 300,000.00 1
1918 LAKESHIRE DRIVE 8.250 2,253.80 51
8.000 2,253.80 595,000.00
WALNUT CREEK CA 94595 1 11/20/96 00
39013043 01 01/01/97 0
39013043 O 12/01/26
0
1538663 765/G01 F 235,600.00 ZZ
360 235,600.00 1
2101 WENDY WAY 8.375 1,790.74 80
8.125 1,790.74 294,500.00
MANHATTAN BEACH CA 90266 1 11/01/96 00
0430075192 05 01/01/97 0
1
318514 O 12/01/26
0
1538666 A26/G01 F 300,000.00 ZZ
360 300,000.00 1
80 GAYNOR STREET 8.875 2,386.94 75
8.625 2,386.94 402,500.00
STATEN ISLAND NY 10309 5 11/08/96 00
0430077511 05 01/01/97 0
7562 O 12/01/26
0
1538701 776/G01 F 207,200.00 ZZ
360 207,071.21 1
1162 SUNNYCREST AVENUE 8.375 1,574.87 80
8.125 1,574.87 259,000.00
VENTURA CA 93003 1 10/29/96 00
0430076257 05 12/01/96 0
2135331 O 11/01/26
0
1538704 776/G01 F 144,800.00 ZZ
360 144,800.00 1
1273 EAST CROMWELL AVENUE 8.250 1,087.83 80
8.000 1,087.83 181,000.00
FRESNO CA 93720 1 11/01/96 00
0430076331 05 01/01/97 0
2336755 O 12/01/26
0
1538708 637/G01 F 337,000.00 ZZ
360 336,815.92 1
80 WILLOW ROAD 9.000 2,711.58 75
8.750 2,711.58 450,000.00
WOODSBURGH NY 11598 1 10/22/96 00
0430077123 05 12/01/96 0
4738191 O 11/01/26
0
1538709 685/G01 F 207,200.00 ZZ
360 207,200.00 1
46 SAINT MICHAEL 8.125 1,538.45 80
7.875 1,538.45 259,000.00
DANA POINT CA 92629 1 11/05/96 00
0430076091 03 01/01/97 0
105999 O 12/01/26
0
1
1538749 105/G01 F 181,600.00 ZZ
360 181,475.02 1
9100 ROOKINGS COURT 7.875 1,316.73 80
7.625 1,316.73 227,000.00
SPRINGFIELD VA 22153 1 10/28/96 00
0430077404 05 12/01/96 0
969485 O 11/01/26
0
1538762 A02/G01 F 250,000.00 ZZ
360 250,000.00 1
21940 KATHY LANE 8.125 1,856.24 80
7.875 1,856.24 315,000.00
HAWTHORN WOODS IL 60047 1 11/08/96 00
0430073189 05 01/01/97 0
0172671 O 12/01/26
0
1538765 964/G01 F 217,200.00 ZZ
360 217,200.00 1
704 WEST ACACIA AVENUE 8.500 1,670.08 80
8.250 1,670.08 271,500.00
EL SEGUNDO CA 90245 1 11/01/96 00
0430073890 05 01/01/97 0
20286 O 12/01/26
0
1538778 964/G01 F 128,900.00 ZZ
360 128,827.73 1
220 LOMBARD STREET #418 8.875 1,025.59 74
8.625 1,025.59 175,000.00
SAN FRANCISCO CA 94111 2 10/08/96 00
0430074161 08 12/01/96 0
20407 O 11/01/26
0
1538784 685/G01 F 283,250.00 ZZ
360 283,250.00 1
24561 WAYMAN STREET 8.500 2,177.95 80
8.250 2,177.95 354,111.00
SANTA CLARITA A CA 91321 1 11/07/96 00
0430073247 05 01/01/97 0
105349 O 12/01/26
0
1538792 480/G01 F 148,450.00 ZZ
360 148,366.78 1
2551 SOUTH REVOLTA 8.875 1,181.13 75
8.625 1,181.13 198,479.00
1
MESA AZ 85208 1 10/01/96 00
0430077891 03 12/01/96 0
1862457 O 11/01/26
0
1538796 317/G01 F 340,000.00 ZZ
360 339,799.26 1
3301 WOODBINE STREET 8.625 2,644.49 46
8.375 2,644.49 740,000.00
CHEVY CHASE MD 20815 1 10/15/96 00
0430076745 05 12/01/96 0
260201 O 11/01/26
0
1538803 450/G01 F 144,500.00 ZZ
360 144,414.68 1
26812 SALINAS LANE 8.625 1,123.91 71
8.375 1,123.91 204,500.00
MISSION VIEJO CA 92691 1 10/18/96 00
0430075150 05 12/01/96 0
4188454 O 11/01/26
0
1538812 964/G01 F 288,000.00 ZZ
360 287,811.61 1
2815 CHERRY STREET 8.125 2,138.39 80
7.875 2,138.39 360,000.00
BERKELEY CA 94705 1 10/25/96 00
0430074385 05 12/01/96 0
20840 O 11/01/26
0
1538828 E57/G01 F 284,000.00 ZZ
360 283,823.47 1
662 SOUTH FRONTIER COURT 8.375 2,158.61 80
8.125 2,158.61 355,000.00
ANAHEIM CA 92807 1 10/23/96 00
0430087742 03 12/01/96 0
82422005000 O 11/01/26
0
1538829 624/G01 F 302,000.00 ZZ
360 302,000.00 1
6586 LEYLAND PARK DRIVE 8.250 2,268.83 67
8.000 2,268.83 452,000.00
SAN JOSE CA 95120 1 11/08/96 00
0430080325 05 01/01/97 0
32012260106 O 12/01/26
0
1
1538839 975/G01 F 252,200.00 ZZ
360 252,200.00 1
5655 TRAIL SIDE DRIVE 7.875 1,828.63 79
7.625 1,828.63 320,000.00
YORBA LINDA CA 92887 1 11/05/96 00
0430082248 05 01/01/97 0
962512 O 12/01/26
0
1538840 637/G01 F 162,500.00 ZZ
360 162,500.00 1
3917 167TH PLACE SOUTHWEST 8.500 1,249.49 75
8.250 1,249.49 218,000.00
LYNNWOOD WA 98037 2 10/30/96 00
0430081588 05 01/01/97 0
4766325 O 12/01/26
0
1538870 076/076 F 248,000.00 ZZ
360 247,857.31 1
253 EAST RIDGE ROAD 8.750 1,951.02 80
8.500 1,951.02 310,000.00
OREM UT 84057 2 10/03/96 00
6432292 05 12/01/96 0
6432292 O 11/01/26
0
1538871 076/076 F 340,000.00 ZZ
360 339,799.26 1
1715 MEADOW WOODS TRAIL 8.625 2,644.49 72
8.375 2,644.49 474,000.00
LONG LAKE MN 55356 5 10/03/96 00
UNKNOWN 05 12/01/96 0
UNKNOWN O 11/01/26
0
1538873 076/076 F 281,400.00 ZZ
360 281,220.57 1
9925 HIDDEN HOLLOW LANE 8.250 2,114.06 80
8.000 2,114.06 351,750.00
OKLAHOMA CITY OK 73151 1 10/21/96 00
30491 03 12/01/96 0
30491 O 11/01/26
0
1538874 076/076 F 261,000.00 ZZ
360 260,837.77 1
1
7 218TH AVENUE NORTHEAST 8.375 1,983.79 90
8.125 1,983.79 290,000.00
REDMOND WA 98053 1 10/07/96 12
UNKNOWN 05 12/01/96 25
UNKNOWN O 11/01/26
0
1538876 E22/G01 F 105,750.00 ZZ
360 105,689.15 1
2040 3RD ST NW 8.750 831.94 75
8.500 831.94 142,000.00
NEW BRIGHTON MN 55112 2 10/28/96 00
0410175210 05 12/01/96 0
410175210 O 11/01/26
0
1538883 076/076 F 248,000.00 ZZ
360 247,698.45 1
2034 BAYSIDE DRIVE 8.500 1,906.91 80
8.250 1,906.91 310,000.00
BILOXI MS 39532 2 09/30/96 00
09344 05 11/01/96 0
09344 O 10/01/26
0
1538886 E22/G01 F 366,300.00 ZZ
360 366,300.00 1
6061 GREENHEDGE ROW 8.500 2,816.53 80
8.250 2,816.53 457,987.00
LA JOLLA CA 92037 1 10/28/96 00
0410227888 03 01/01/97 0
410227888 O 12/01/26
0
1538888 076/076 F 497,000.00 ZZ
360 496,691.09 1
1040 GOLDEN EAGLE TRAIL 8.375 3,777.56 70
8.125 3,777.56 710,000.00
RIDGEWAY CO 81432 5 10/07/96 00
6408002 05 12/01/96 0
6408002 O 11/01/26
0
1538889 E22/G01 F 112,000.00 ZZ
360 111,932.15 1
5152 NORTH RATON CIRCLE 8.500 861.18 80
8.250 861.18 140,000.00
LONG BEACH CA 90807 2 10/22/96 00
0410237051 05 12/01/96 0
1
410237051 O 11/01/26
0
1538890 076/076 F 275,400.00 ZZ
360 275,228.82 1
816 WEST ETRURIA STREET 8.375 2,093.24 90
8.125 2,093.24 306,000.00
SEATTLE WA 98119 1 10/01/96 14
6423182 05 12/01/96 25
6423182 O 11/01/26
0
1538891 E22/G01 F 418,900.00 ZZ
360 418,900.00 1
6037 GREENHEDGE ROW 8.500 3,220.98 80
8.250 3,220.98 523,625.00
LA JOLLA CA 92037 1 10/28/96 00
0410224885 05 01/01/97 0
410224885 O 12/01/26
0
1538892 076/076 F 319,000.00 ZZ
360 318,801.71 1
8240 CHESTER LAKE ROAD 8.375 2,424.64 78
8.125 2,424.64 409,000.00
JACKSONVILLE FL 32256 1 10/21/96 00
6426782 03 12/01/96 0
6426782 O 11/01/26
0
1538894 076/076 F 480,000.00 ZZ
360 479,730.90 1
4520 13TH STREET 8.875 3,819.10 80
8.625 3,819.10 600,000.00
LUBBOCK TX 79416 2 10/04/96 00
67613 05 12/01/96 0
67613 O 11/01/26
0
1538897 076/076 F 300,000.00 ZZ
360 299,655.56 1
2138 EAST 30TH PLACE 8.750 2,360.10 67
8.500 2,360.10 450,000.00
TULSA OK 74114 1 10/01/96 00
33913 05 11/01/96 0
33913 O 10/01/26
0
1
1538899 E26/G01 F 302,050.00 ZZ
360 301,852.41 1
121 WYE RIVER DRIVE 8.125 2,242.72 73
7.875 2,242.72 419,000.00
QUEENSTOWN MD 21658 1 10/31/96 00
0430077412 05 12/01/96 0
431008 O 11/01/26
0
1538930 822/822 F 297,000.00 ZZ
360 296,779.58 1
876 CONESTOGA ROAD 7.500 2,076.67 90
7.250 2,076.67 330,000.00
BERWYN PA 19312 1 10/09/96 10
0136066720 05 12/01/96 25
0136066720 O 11/01/26
0
1538943 E22/G01 F 229,700.00 ZZ
360 229,700.00 1
6698 SEGOVIA CIRCLE WEST 8.250 1,725.66 80
8.000 1,725.66 287,395.00
PEMBROKE PINES FL 33331 1 11/11/96 00
0410247290 03 01/01/97 0
410247290 O 12/01/26
0
1538962 664/G01 F 250,000.00 ZZ
360 250,000.00 1
3745 TIMBERS EDGE DRIVE 8.625 1,944.48 45
8.375 1,944.48 559,000.00
GLENVIEW IL 60025 1 11/08/96 00
0430079624 03 01/01/97 0
2242790 O 12/01/26
0
1538986 686/G01 F 63,200.00 ZZ
360 63,200.00 1
4646 NAOMI 9.125 514.22 80
8.875 514.22 79,000.00
TOLEDO OH 43623 1 10/29/96 00
0430075010 05 01/01/97 0
17714116 O 12/01/26
0
1538987 976/G01 F 320,000.00 ZZ
360 319,790.67 1
2209 HWY 156 SOUTH 8.125 2,376.00 80
7.875 2,376.00 400,000.00
1
HASLET TX 76052 1 10/31/96 00
0430077248 05 12/01/96 0
317889 O 11/01/26
0
1538989 E19/G01 F 603,600.00 ZZ
360 603,600.00 1
802 LINDA VISTA AVENUE 8.250 4,534.65 78
8.000 4,534.65 775,000.00
PASADENA CA 91103 2 11/08/96 00
0430082594 05 01/01/97 0
100013683 O 12/01/26
0
1538994 765/G01 F 227,200.00 ZZ
360 227,200.00 1
20600 VIA AZUL 8.125 1,686.96 80
7.875 1,686.96 284,000.00
YORBA LINDA CA 92686 1 11/01/96 00
0430081687 05 01/01/97 0
318428 O 12/01/26
0
1538997 624/G01 F 450,000.00 ZZ
360 450,000.00 1
6742 ELWOOD ROAD 8.125 3,341.24 75
7.875 3,341.24 600,000.00
SAN JOSE CA 95120 5 11/01/96 00
0430081000 05 01/01/97 0
21010760016 O 12/01/26
0
1539000 744/G01 F 184,000.00 ZZ
360 184,000.00 1
4462 CALLE DE ARROYO 8.875 1,463.99 80
8.625 1,463.99 230,000.00
SAN JOSE CA 95118 1 11/06/96 00
0430079673 05 01/01/97 0
78704 O 12/01/26
0
1539010 686/G01 F 190,350.00 ZZ
360 190,237.61 1
32931 ARROWHEAD DRIVE 8.625 1,480.53 70
8.375 1,480.53 271,990.00
TRABUCO CANYON CA 92679 1 10/18/96 00
0430075044 05 12/01/96 0
17864960 O 11/01/26
0
1
1539012 731/G01 F 176,000.00 ZZ
360 176,000.00 1
20627 TIARA STREET 8.250 1,322.23 80
(WOODLAND HILLS AREA) 8.000 1,322.23 220,000.00
LOS ANGELES CA 91367 1 11/04/96 00
0430077032 05 01/01/97 0
411510882 O 12/01/26
0
1539024 E19/G01 F 273,000.00 ZZ
360 273,000.00 1
1 GHIBERTI 8.000 2,003.18 78
7.750 2,003.18 353,000.00
IRVINE CA 92714 1 11/08/96 00
0430080242 05 01/01/97 0
110864 O 12/01/26
0
1539029 181/181 F 347,000.00 ZZ
360 344,733.33 1
9443 GWYNNBROOK COVE 7.125 2,337.81 75
6.875 2,337.81 467,000.00
GERMANTOWN TN 38139 1 04/01/96 00
5055326 05 05/01/96 0
5055326 O 04/01/26
0
1539032 776/G01 F 170,800.00 ZZ
360 170,800.00 1
6733 PECAN AVENUE 8.500 1,313.30 80
8.250 1,313.30 213,500.00
MOORPARK CA 93021 1 11/04/96 00
0430078444 05 01/01/97 0
2135409 O 12/01/26
0
1539033 181/181 F 458,000.00 ZZ
360 452,587.88 1
3680 21ST STREET 7.500 3,202.41 73
7.250 3,202.41 630,000.00
SAN FRANCISCO CA 94114 2 04/15/96 00
4924177 05 06/01/96 0
4924177 O 05/01/26
0
1539034 356/G01 F 262,400.00 ZZ
360 262,400.00 1
1
522 VIA SORRENTO 8.000 1,925.40 80
7.750 1,925.40 328,000.00
MORGAN HILL CA 95037 1 11/07/96 00
0430080101 03 01/01/97 0
2384501 O 12/01/26
0
1539042 181/181 F 269,750.00 ZZ
360 268,163.73 1
19784 AHWANEE LANE 7.375 1,863.10 90
7.125 1,863.10 299,755.00
NORTHRIDGE CA 91326 1 04/01/96 11
4924380 03 06/01/96 25
4924380 O 05/01/26
0
1539045 181/181 F 325,000.00 ZZ
360 321,157.72 1
5595 LAKE ISLAND DRIVE 7.500 2,272.45 69
7.250 2,272.45 475,610.00
ATLANTA GA 30327 1 04/16/96 00
5055491 05 06/01/96 0
5055491 O 05/01/26
0
1539095 E22/G01 F 113,000.00 ZZ
360 112,934.99 1
2820 RICE BOULEVARD 8.750 888.97 53
8.500 888.97 215,000.00
HOUSTON TX 77005 2 10/24/96 00
0410263396 05 12/01/96 0
410263396 O 11/01/26
0
1539106 E44/G01 F 650,000.00 ZZ
360 650,000.00 1
4995 SOUTH 950 EAST 8.500 4,997.94 73
8.250 4,997.94 900,000.00
SOUTH OGDEN UT 84403 2 11/22/96 00
0430090498 05 01/01/97 0
01175623 O 12/01/26
0
1539170 439/G01 F 350,000.00 ZZ
360 349,769.88 1
410 CASTANYA COURT 8.100 2,592.62 64
7.850 2,592.62 550,000.00
DANVILLE CA 94526 1 10/16/96 00
0430074617 05 12/01/96 0
1
18803031 O 11/01/26
0
1539190 253/253 F 580,800.00 ZZ
360 580,429.64 1
9436 VERNON DR 8.250 4,363.36 79
8.000 4,363.36 737,051.00
GREAT FALLS VA 22066 1 11/08/96 00
321143 05 12/01/96 0
321143 O 11/01/26
0
1539205 A39/G01 F 240,000.00 ZZ
360 240,000.00 1
11460 DORAL AVENUE 8.750 1,888.08 68
8.500 1,888.08 357,000.00
NORTHRIDGE CA 91326 5 11/06/96 00
0430074773 05 01/01/97 0
9600885 O 12/01/26
0
1539210 757/757 F 84,000.00 ZZ
360 84,000.00 1
306 HOLLY HILL ROAD 8.500 645.89 55
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SAVANNAH GA 31410 2 11/06/96 00
2869410 05 01/01/97 0
2869410 O 12/01/26
0
1539212 635/635 F 132,000.00 ZZ
360 132,000.00 1
735 GREEN BAY ROAD 8.875 1,050.26 60
8.625 1,050.26 220,000.00
HIGHLAND PARK IL 60035 5 10/30/96 00
6618292 05 01/01/97 0
6618292 O 12/01/26
0
1539228 074/074 F 240,000.00 ZZ
360 239,567.92 1
127 DODDS LN 7.875 1,740.17 80
7.625 1,740.17 300,000.00
PRINCETON NJ 08540 1 09/05/96 00
1101197084 05 11/01/96 0
1101197084 O 10/01/26
0
1
1539230 074/074 F 100,000.00 T
360 99,812.21 1
50 EAST 89TH STREET, APT 6B 8.375 760.08 45
8.125 760.08 225,000.00
NEW YORK NY 10128 5 08/14/96 00
1106015989 11 10/01/96 0
1106015989 O 09/01/26
0
1539231 074/074 F 281,250.00 ZZ
360 281,066.02 1
7004 BOULEVARD EAST, APT 39C 8.125 2,088.28 75
7.875 2,088.28 375,000.00
GUTTENBERG NJ 07093 1 10/21/96 00
1106024152 06 12/01/96 0
1106024152 O 11/01/26
0
1539232 074/074 F 825,000.00 ZZ
360 824,500.21 1
11 AXTELL DRIVE 8.500 6,343.54 70
8.250 6,343.54 1,180,000.00
SCARSDALE NY 10583 1 10/15/96 00
1106027933 05 12/01/96 0
1106027933 O 11/01/26
0
1539233 074/074 F 149,900.00 ZZ
360 149,726.87 1
1 CENTRAL AVENUE 8.750 1,179.27 75
8.500 1,179.27 199,900.00
CONGERS NY 10920 1 09/04/96 00
1107007716 05 11/01/96 0
1107007716 O 10/01/26
0
1539235 074/074 F 100,000.00 ZZ
360 99,691.03 1
100 DALY BOULEVARD, APT 1809 9.375 831.75 64
9.125 831.75 157,900.00
OCEANSIDE NY 11572 1 05/31/96 00
1111043815 11 07/01/96 0
1111043815 O 06/01/26
0
1539236 074/074 F 117,000.00 ZZ
360 116,658.48 1
2373 BROADWAY APT, APT 1132 8.750 920.44 65
8.500 920.44 180,000.00
1
NEW YORK NY 10024 5 06/19/96 00
1111047532 11 08/01/96 0
1111047532 O 07/01/26
0
1539237 074/074 F 300,000.00 ZZ
360 299,319.74 1
44 FINLAY STREET 8.875 2,386.94 65
8.625 2,386.94 467,000.00
STATEN ISLAND NY 10307 1 08/01/96 00
1111050209 05 09/01/96 0
1111050209 O 08/01/26
0
1539238 074/074 F 250,000.00 ZZ
360 249,433.11 1
2 AMY COURT 8.875 1,989.12 68
8.625 1,989.12 370,000.00
NORTH WOODMERE NY 11598 1 08/01/96 00
1111052882 05 09/01/96 0
1111052882 O 08/01/26
0
1539239 074/074 F 66,450.00 T
360 66,371.24 1
77 SEVENTH AVENUE, #11B 8.625 516.85 74
8.375 516.85 90,000.00
NEW YORK NY 10011 1 09/27/96 00
1111055392 11 11/01/96 0
1111055392 O 10/01/26
0
1539240 074/074 F 119,900.00 ZZ
360 119,768.51 1
26 CORTELYOU AVENUE 9.000 964.75 75
8.750 964.75 159,900.00
STATEN ISLAND NY 10312 1 09/04/96 00
1111056806 07 11/01/96 0
1111056806 O 10/01/26
0
1539241 074/074 F 268,500.00 ZZ
360 268,008.53 2
79 4TH PLACE 8.500 2,064.54 73
8.250 2,064.54 368,500.00
BROOKLYN NY 11231 1 08/12/96 00
1111056952 07 10/01/96 0
1111056952 O 09/01/26
0
1
1539242 074/074 F 310,500.00 ZZ
360 310,141.40 1
26 MELTON DRIVE 8.750 2,442.71 90
8.500 2,442.71 345,000.00
ROCKVILLE CENTR NY 11570 1 09/03/96 04
1111057875 05 11/01/96 25
1111057875 O 10/01/26
0
1539243 074/074 F 266,000.00 ZZ
360 265,692.79 1
65 WATERS EDGE ROAD 8.750 2,092.63 95
8.500 2,092.63 280,000.00
SOUTHAMPTON NY 11969 1 09/03/96 10
1111060042 05 11/01/96 30
1111060042 O 10/01/26
0
1539244 074/074 F 250,000.00 ZZ
360 249,711.27 1
1000 WASHINGTON DRIVE 8.750 1,966.76 88
8.500 1,966.76 287,000.00
CENTERPORT NY 11721 1 09/03/96 04
1111061464 05 11/01/96 25
1111061464 O 10/01/26
0
1539245 074/074 F 255,000.00 ZZ
360 254,689.95 1
360 EAST 88TH STREET, APT 15B 8.500 1,960.73 75
8.250 1,960.73 340,000.00
NEW YORK NY 10128 1 09/17/96 00
1111061511 06 11/01/96 0
1111061511 O 10/01/26
0
1539247 074/074 F 189,000.00 ZZ
360 188,781.72 1
7 ELIZABETH COURT 8.750 1,486.87 75
TOWN OF RAMAPO 8.500 1,486.87 252,000.00
NEW HEMPSTEAD NY 10977 1 09/03/96 00
1111063109 05 11/01/96 0
1111063109 O 10/01/26
0
1539248 074/074 F 258,750.00 ZZ
360 258,580.73 1
1
21 JUDITH COURT 8.125 1,921.22 75
7.875 1,921.22 345,000.00
EAST ROCKAWAY NY 11518 1 10/15/96 00
1111063379 05 12/01/96 0
1111063379 O 11/01/26
0
1539249 074/074 F 130,400.00 ZZ
360 130,324.97 1
64 MOUNTAIN VIEW ROAD 8.750 1,025.86 75
8.500 1,025.86 173,900.00
PUTNAM VALLEY NY 10579 1 10/04/96 00
1111064564 05 12/01/96 0
1111064564 O 11/01/26
0
1539250 074/074 F 99,000.00 ZZ
360 98,938.46 1
798 PRESIDENT STREET UNIT #3L 8.375 752.48 67
8.125 752.48 149,000.00
BROOKLYN NY 11215 1 10/09/96 00
1111064906 11 12/01/96 0
1111064906 O 11/01/26
0
1539251 074/074 F 112,000.00 ZZ
360 111,933.87 1
32 8TH AVENUE #5 8.625 871.13 80
8.375 871.13 140,000.00
BROOKLYN NY 11215 1 10/10/96 00
1111065545 11 12/01/96 0
1111065545 O 11/01/26
0
1539252 074/074 F 150,000.00 ZZ
360 149,915.90 1
2 ARJAY LANE 8.875 1,193.47 72
8.625 1,193.47 210,000.00
COMMACK NY 11725 1 10/08/96 00
1111065749 05 12/01/96 0
1111065749 O 11/01/26
0
1539254 074/074 F 90,000.00 ZZ
360 88,898.61 1
140 CABRINI BOULEVARD, APT 109 9.250 740.41 50
9.000 740.41 183,000.00
NEW YORK NY 10033 1 09/26/96 00
1111067416 11 11/01/96 0
1
1111067416 O 10/01/26
0
1539255 074/074 F 126,000.00 ZZ
360 125,931.17 1
148 WEST 23RD STREET, 7A 9.000 1,013.83 70
8.750 1,013.83 180,000.00
NEW YORK NY 10011 1 10/10/96 00
1111068383 11 12/01/96 0
1111068383 O 11/01/26
0
1539256 074/074 F 251,250.00 ZZ
360 251,105.44 1
4 DIANA TRAIL 8.750 1,976.59 75
8.500 1,976.59 335,000.00
STATEN ISLAND NY 10301 1 10/18/96 00
1111069251 05 12/01/96 0
1111069251 O 11/01/26
0
1539257 074/074 F 147,000.00 ZZ
360 146,910.94 1
32 CLARENDON STREET 8.500 1,130.31 75
8.250 1,130.31 197,000.00
DIX HILLS NY 11746 1 10/09/96 00
1111070115 05 12/01/96 0
1111070115 O 11/01/26
0
1539258 074/074 F 288,400.00 ZZ
360 288,238.32 1
350 WEST 57TH STREET, 8.875 2,294.64 70
UNIT 3A/3C 8.625 2,294.64 412,000.00
NEW YORK NY 10019 1 10/17/96 00
1111070137 06 12/01/96 0
1111070137 O 11/01/26
0
1539259 074/074 F 390,150.00 ZZ
360 389,359.41 1
3606 BARRY AVENUE 8.000 2,862.78 85
7.750 2,862.78 459,000.00
LOS ANGELES CA 90066 1 08/03/96 21
1234001260 05 10/01/96 12
1234001260 O 09/01/26
0
1
1539260 074/074 F 300,000.00 ZZ
360 299,491.72 1
30982 HUNTSMAN DRIVE WEST 8.875 2,386.93 95
8.625 2,386.93 318,500.00
FARMINGTON HILL MI 48331 1 08/13/96 21
1412008553 05 10/01/96 30
1412008553 O 09/01/26
0
1539261 074/074 F 297,900.00 ZZ
360 297,705.13 1
4420 N KELDOON AVENUE 8.125 2,211.90 90
7.875 2,211.90 331,000.00
BOISE ID 83702 1 10/18/96 21
1490005431 05 12/01/96 25
1490005431 O 11/01/26
0
1539262 074/074 F 610,000.00 ZZ
360 608,911.79 1
12 YELLOW BROOK ROAD 8.625 4,744.52 80
8.375 4,744.52 765,000.00
HOLMDEL NJ 07733 1 08/22/96 00
1500220858 05 10/01/96 0
1500220858 O 09/01/26
0
1539263 074/074 F 236,550.00 ZZ
360 236,179.26 1
168 NEHRING AVENUE 9.250 1,946.04 95
9.000 1,946.04 249,000.00
STATEN ISLAND NY 10314 1 08/08/96 04
1500225374 05 10/01/96 30
1500225374 O 09/01/26
0
1539264 074/074 F 324,000.00 ZZ
360 323,644.71 1
9 ORCHARD DRIVE 9.000 2,606.98 80
8.750 2,606.98 405,000.00
RANDOLPH NJ 07869 2 09/11/96 00
1500229036 05 11/01/96 0
1500229036 O 10/01/26
0
1539265 074/074 F 225,000.00 ZZ
360 224,195.65 1
67 SUMMIT CREST DR 7.750 1,611.93 52
7.500 1,611.93 435,000.00
1
GLASTONBURY CT 06033 1 06/27/96 00
1500231923 05 08/01/96 0
1500231923 O 07/01/26
0
1539266 074/074 F 234,000.00 ZZ
360 233,513.69 1
33 FLYNN LN 7.875 1,696.67 90
7.625 1,696.67 260,000.00
MIDDLETOWN CT 06457 1 08/19/96 14
1500231989 05 10/01/96 25
1500231989 O 09/01/26
0
1539267 074/074 F 290,000.00 ZZ
360 289,638.24 1
41 WATERGATE DRIVE 8.375 2,204.21 74
8.125 2,204.21 392,260.00
AMAWALK NY 10501 1 09/25/96 00
1500238300 05 11/01/96 0
1500238300 O 10/01/26
0
1539268 074/074 F 288,000.00 ZZ
360 287,524.49 1
4 MOUNTAIN VIEW COURT 9.000 2,317.32 80
8.750 2,317.32 360,000.00
FORT SALONGA NY 11768 1 08/22/96 00
1500242544 05 10/01/96 0
1500242544 O 09/01/26
0
1539269 074/074 F 731,250.00 ZZ
360 730,807.01 1
20 FAWN LANE 8.500 5,622.68 75
8.250 5,622.68 975,000.00
ARMONK NY 10504 1 10/04/96 00
1500246862 05 12/01/96 0
1500246862 O 11/01/26
0
1539270 074/074 F 264,000.00 ZZ
360 263,564.15 3
316 MILE SQ. RD. 9.000 2,124.20 86
AKA 1 EILICAR TERRACE 8.750 2,124.20 308,000.00
YONKERS NY 10701 1 08/06/96 04
1500248460 05 10/01/96 25
1500248460 O 09/01/26
0
1
1539271 074/074 F 229,000.00 ZZ
360 228,853.98 1
70 RUSTIC TRAIL 8.250 1,720.40 86
8.000 1,720.40 269,000.00
RARITAN TOWNSHI NJ 08822 1 10/04/96 04
1500251057 05 12/01/96 25
1500251057 O 11/01/26
0
1539272 074/074 F 275,500.00 ZZ
360 275,197.89 1
265 GRAND BOULEVARD 9.000 2,216.74 95
8.750 2,216.74 290,000.00
SCARSDALE NY 10583 1 09/24/96 11
1500252038 05 11/01/96 30
1500252038 O 10/01/26
0
1539273 074/074 F 128,250.00 ZZ
360 128,170.28 1
730 ARLINGTON ROAD 8.375 974.80 75
8.125 974.80 171,000.00
WEST BABYLON NY 11704 1 10/03/96 00
1500259831 05 12/01/96 0
1500259831 O 11/01/26
0
1539274 074/074 F 300,000.00 ZZ
360 299,808.70 1
160-34 84TH STREET 8.250 2,253.80 84
8.000 2,253.80 360,000.00
HOWARD BEACH NY 11414 1 10/15/96 14
1500260364 05 12/01/96 12
1500260364 O 11/01/26
0
1539278 074/074 F 256,500.00 ZZ
360 255,918.40 1
50 WOLF HILL DRIVE 8.875 2,040.83 90
8.625 2,040.83 285,000.00
WARREN NJ 07059 1 08/01/96 01
1587037078 05 09/01/96 25
1587037078 O 08/01/26
0
1539279 074/074 F 480,000.00 ZZ
360 479,121.47 1
1
9 TURNBERRY ROAD 8.500 3,690.78 80
8.250 3,690.78 600,000.00
WALLINGFORD CT 06492 1 08/12/96 00
1817101757 05 10/01/96 0
1817101757 O 09/01/26
0
1539289 964/G01 F 164,000.00 ZZ
360 164,000.00 1
2119 BASE LINE ROAD 8.250 1,232.08 80
8.000 1,232.08 205,000.00
LA VERNE CA 91750 1 11/01/96 00
0430074971 05 01/01/97 0
20468 O 12/01/26
0
1539296 964/G01 F 211,900.00 ZZ
360 211,900.00 1
5685 EAST CALLE CANADA 8.250 1,591.93 80
8.000 1,591.93 264,900.00
ANAHEIM CA 92807 1 11/04/96 00
0430075523 03 01/01/97 0
20812 O 12/01/26
0
1539407 227/G01 F 216,900.00 ZZ
360 216,746.91 1
6009 WILMINGTON DRIVE 7.750 1,553.90 90
7.500 1,553.90 241,000.00
BURKE VA 22015 1 10/30/96 11
0430081240 03 12/01/96 25
1665284 O 11/01/26
0
1539440 685/G01 F 188,000.00 ZZ
360 188,000.00 1
18951 ARTNELL ROAD 8.500 1,445.56 80
8.250 1,445.56 235,000.00
SANTA ANA AREA CA 92705 1 11/08/96 00
0430081315 05 01/01/97 0
105987 O 12/01/26
0
1539445 E19/G01 F 108,400.00 ZZ
360 108,400.00 1
18760 OTOMIAN ROAD 8.500 833.50 41
8.250 833.50 270,000.00
APPLE VALLEY CA 92307 2 11/05/96 00
0430082016 05 01/01/97 0
1
100012983 O 12/01/26
0
1539447 E87/G01 F 250,000.00 ZZ
360 249,840.58 1
3914 ANTONE ROAD 8.250 1,878.17 52
8.000 1,878.17 485,000.00
SANTA BARBARA CA 93110 2 10/23/96 00
0430079764 05 12/01/96 0
172559 O 11/01/26
0
1539452 E22/G01 F 136,000.00 ZZ
360 136,000.00 1
1411 CUTTERMILL COURT 8.000 997.92 64
7.750 997.92 215,000.00
HERNDON VA 22070 2 11/07/96 00
0410248504 05 01/01/97 0
410248504 O 12/01/26
0
1539457 731/G01 F 287,000.00 ZZ
360 287,000.00 1
8415 WAVERLY DRIVE 8.000 2,105.90 74
7.750 2,105.90 390,000.00
BUENA PARK CA 90621 2 11/05/96 00
0430082487 05 01/01/97 0
411510866 O 12/01/26
0
1539461 E22/G01 F 90,000.00 ZZ
360 90,000.00 1
11533 APRIL DAY LANE 8.250 676.14 80
8.000 676.14 112,500.00
CHARLOTTE NC 28226 2 11/07/96 00
0410247159 05 01/01/97 0
410247159 O 12/01/26
0
1539464 776/G01 F 430,000.00 ZZ
360 429,739.50 1
5270 LOS FRANCISCOS WAY 8.500 3,306.33 80
8.250 3,306.33 540,000.00
LOS ANGELES CA 90027 2 10/29/96 00
0430082743 03 12/01/96 0
6138693 O 11/01/26
0
1
1539466 E22/G01 F 100,000.00 ZZ
360 99,936.23 1
502 SIERRA SOUND 8.250 751.27 75
8.000 751.27 135,000.00
ROCKPORT TX 78382 1 10/23/96 00
0410263248 05 12/01/96 0
410263248 O 11/01/26
0
1539470 664/G01 F 224,000.00 ZZ
360 224,000.00 1
2407 HOMEWOOD DRIVE 8.250 1,682.84 80
8.000 1,682.84 280,000.00
SAN JOSE CA 95128 2 11/04/96 00
0430080333 05 01/01/97 0
2153922 O 12/01/26
0
1539477 696/G01 F 142,400.00 ZZ
360 142,313.74 1
9909 RENFREW ROAD 8.500 1,094.93 80
8.250 1,094.93 178,000.00
SILVER SPRING MD 20901 1 10/29/96 00
0430077495 05 12/01/96 0
3124517 O 11/01/26
0
1539480 696/G01 F 356,000.00 ZZ
360 355,755.00 1
610 LANGSTON LANE 7.875 2,581.25 80
7.625 2,581.25 445,000.00
FALLS CHURCH VA 22046 1 10/28/96 00
0430078709 05 12/01/96 0
4028151 O 11/01/26
0
1539519 E90/E90 F 350,000.00 ZZ
360 350,000.00 1
3405 MANN ROAD 7.875 2,537.74 57
7.625 2,537.74 619,612.00
GAHANNA OH 43230 4 11/26/96 00
750194 05 01/01/97 0
750194 O 12/01/26
0
1539616 E26/G01 F 267,500.00 ZZ
360 267,337.94 1
21730 DEEP HARBOR FARM ROAD 8.500 2,056.85 78
8.250 2,056.85 346,000.00
1
SHERWOOD MD 21665 2 11/01/96 00
0430079533 05 12/01/96 0
431334 O 11/01/26
0
1539641 526/526 F 60,000.00 ZZ
360 59,966.36 1
30 ASH ROAD 8.875 477.39 34
8.625 477.39 180,000.00
BRIARCLIFF MANO NY 10510 1 10/18/96 00
0145788 05 12/01/96 0
0145788 O 11/01/26
0
1539658 668/G01 F 170,050.00 ZZ
360 169,946.98 1
3154 SHEFFIELD PLACE 8.500 1,307.54 95
8.250 1,307.54 179,000.00
CONCORD CA 94518 2 10/21/96 04
0430089086 05 12/01/96 30
6941801 O 11/01/26
0
1539659 E22/G01 F 50,000.00 ZZ
360 49,964.71 1
11526 TWAIN DRIVE 7.750 358.21 56
7.500 358.21 89,900.00
MONTGOMERY TX 77356 1 10/30/96 00
0410265375 03 12/01/96 0
410265375 O 11/01/26
0
1539660 E22/G01 F 503,400.00 ZZ
360 503,102.80 1
1359 E CAMBRIDGE COURT 8.625 3,915.39 80
8.375 3,915.39 629,343.00
PROVO UT 84604 2 11/01/96 00
0410269658 03 12/01/96 0
410269658 O 11/01/26
0
1539666 638/G01 F 207,000.00 ZZ
360 207,000.00 1
22691 LAJARES 8.250 1,555.12 54
8.000 1,555.12 390,000.00
MISSION VIEJO CA 92692 2 10/30/96 00
0430088344 03 01/01/97 0
08601889 O 12/01/26
0
1
1539690 E22/G01 F 119,950.00 ZZ
360 119,869.52 1
828 NORTH EL CAMINO REAL 8.000 880.15 80
UNIT # 8 7.750 880.15 149,950.00
SAN MATEO CA 94401 1 10/28/96 00
0410231443 01 12/01/96 0
410231443 O 11/01/26
0
1539699 E22/G01 F 157,500.00 ZZ
360 157,500.00 1
474 CLISE COURT 8.250 1,183.24 75
8.000 1,183.24 210,000.00
SAN JOSE CA 95123 5 11/04/96 00
0410284483 05 01/01/97 0
410284483 O 12/01/26
0
1539716 696/G01 F 315,000.00 ZZ
360 315,000.00 1
16332 HAMPTON ROAD 8.375 2,394.23 65
8.125 2,394.23 485,000.00
HAMILTON VA 22068 2 11/11/96 00
0430076901 05 01/01/97 0
2138890 O 12/01/26
0
1539722 480/G01 F 152,800.00 ZZ
360 152,800.00 1
6735 PROCTOR ROAD 8.625 1,188.46 72
8.375 1,188.46 215,000.00
SARASOTA FL 34241 2 11/06/96 00
0430081109 05 01/01/97 0
1836725 O 12/01/26
0
1539730 975/G01 F 265,000.00 ZZ
360 265,000.00 1
4114 MICHELLE DRIVE 8.125 1,967.62 73
7.875 1,967.62 365,000.00
TORRANCE CA 90503 1 11/07/96 00
0430081323 05 01/01/97 0
962627 O 12/01/26
0
1539740 685/G01 F 260,000.00 ZZ
360 260,000.00 1
1
7 REGINA 8.500 1,999.18 80
8.250 1,999.18 325,000.00
DANA POINT CA 92629 1 11/11/96 00
0430076588 03 01/01/97 0
106086 O 12/01/26
0
1539741 069/G01 F 246,400.00 ZZ
360 246,250.72 1
8320 CAMINO SUR 8.500 1,894.61 90
8.250 1,894.61 273,800.00
RANCHO CUCAMONG CA 91730 1 10/09/96 14
0430080499 05 12/01/96 25
2142138592 O 11/01/26
0
1539742 069/G01 F 264,600.00 ZZ
360 264,451.66 1
23641 DANE COURT 8.875 2,105.28 80
8.625 2,105.28 330,800.00
LAGUNA NIGUEL CA 92677 1 10/24/96 00
0430080747 03 12/01/96 0
236217610 O 11/01/26
0
1539743 069/G01 F 252,000.00 ZZ
360 251,830.91 1
2713 ALBATROSS DRIVE 8.000 1,849.09 80
7.750 1,849.09 315,000.00
COSTA MESA CA 92626 1 10/21/96 00
0430080663 05 12/01/96 0
2362143048 O 11/01/26
0
1539746 069/G01 F 136,000.00 ZZ
360 135,915.47 1
5022 NORTH BANNA AVNEUE 8.375 1,033.70 80
8.125 1,033.70 170,000.00
COVINA AREA CA 91724 2 10/21/96 00
0430079442 05 12/01/96 0
2362138329 O 11/01/26
0
1539750 696/G01 F 335,000.00 ZZ
360 335,000.00 2
3133 3135 38TH STREET NW 8.375 2,546.24 78
8.125 2,546.24 435,000.00
WASHINGTON DC 20016 1 11/14/96 00
0430078436 05 01/01/97 0
1
3264720 O 12/01/26
0
1539755 776/G01 F 573,600.00 ZZ
360 573,600.00 1
3104 LAUREL AVENUE 8.625 4,461.40 80
8.375 4,461.40 717,000.00
MANHATTAN BEACH CA 90266 1 11/06/96 00
0430085316 05 01/01/97 0
2135420 O 12/01/26
0
1539761 696/G01 F 135,500.00 ZZ
360 135,500.00 1
11345 SAVANNAH DRIVE 8.250 1,017.97 79
8.000 1,017.97 172,000.00
FREDERICKSBURG VA 22407 2 11/08/96 00
0430079046 03 01/01/97 0
2088562 O 12/01/26
0
1539769 562/562 F 350,000.00 ZZ
360 350,000.00 1
68 DOBY ROAD 8.000 2,568.18 80
7.750 2,568.18 438,000.00
RANDOLPH NJ 07869 1 11/07/96 00
522631 05 01/01/97 0
522631 O 12/01/26
0
1539774 624/G01 F 300,000.00 ZZ
360 300,000.00 1
21655 DOROTHY WAY 8.625 2,333.37 80
8.375 2,333.37 375,000.00
LOS GATOS CA 95030 1 11/07/96 00
0430081455 03 01/01/97 0
6300161486 O 12/01/26
0
1539795 317/G01 F 190,000.00 ZZ
360 189,884.89 1
11818 GREY BIRCH PLACE 8.500 1,460.94 68
8.250 1,460.94 280,000.00
RESTON VA 20191 1 10/21/96 00
0430078733 05 12/01/96 0
241065 O 11/01/26
0
1
1539797 317/G01 F 278,900.00 ZZ
360 278,731.04 1
10527 INDIGO BROOM LOOP 8.500 2,144.50 75
8.250 2,144.50 371,872.00
AUSTIN TX 78733 1 10/31/96 00
0430084301 03 12/01/96 0
225189 O 11/01/26
0
1539798 181/181 F 332,000.00 ZZ
360 331,606.55 1
36041 BIRCH HOLLOW LANE 8.625 2,582.27 88
8.375 2,582.27 378,491.00
PURCELLVILLE VA 20132 4 09/19/96 10
5369550 03 11/01/96 25
5369550 O 10/01/26
0
1539801 317/G01 F 236,500.00 ZZ
360 236,341.31 1
1416 EAGLE RIDGE RUN 8.000 1,735.36 80
7.750 1,735.36 295,670.00
BEL AIR MD 21014 1 10/22/96 00
0430078741 03 12/01/96 0
251720 O 11/01/26
0
1539804 317/G01 F 212,000.00 ZZ
360 211,878.02 1
110 NANDINA TERRACE 8.750 1,667.81 80
8.500 1,667.81 265,335.00
WINTER SPRINGS FL 32708 1 10/29/96 00
0430090423 03 12/01/96 0
231412 O 11/01/26
0
1539813 181/181 F 342,000.00 ZZ
360 341,808.26 1
2103 N CLARK STREET 8.875 2,721.11 90
8.625 2,721.11 380,000.00
CHICAGO IL 60614 1 10/18/96 19
5381959 05 12/01/96 25
5381959 O 11/01/26
0
1539821 623/623 F 279,000.00 ZZ
360 278,830.98 1
3297 NORTHEAST IRVING STREET 8.500 2,145.27 90
7.875 2,145.27 310,000.00
1
PORTLAND OR 97232 1 10/11/96 04
37092862 05 12/01/96 25
37092862 O 11/01/26
0
1539822 181/181 F 175,500.00 ZZ
360 175,411.37 4
3219 W 66TH ST 9.375 1,459.72 90
9.125 1,459.72 195,000.00
CHICAGO IL 60629 1 10/07/96 10
5381002 05 12/01/96 25
5381002 O 11/01/26
0
1539823 E82/G01 F 52,900.00 ZZ
360 52,900.00 1
32992 BREWSTER ROAD 8.375 402.08 90
8.125 402.08 58,900.00
LEBANON OR 97355 1 11/06/96 22
0400030417 05 01/01/97 30
400030417 O 12/01/26
0
1539828 623/623 F 256,000.00 ZZ
360 255,696.63 1
2457 EAST GLENOAKS BOULEVARD 8.625 1,991.14 80
7.875 1,991.14 320,000.00
GLENDALE CA 91206 1 09/17/96 00
9995287 05 11/01/96 0
67095641 O 10/01/26
0
1539835 181/181 F 284,000.00 ZZ
360 283,840.78 1
2720 TIERRA WAY 8.875 2,259.64 80
8.625 2,259.64 355,000.00
WATSONVILLE CA 95076 2 10/08/96 00
5101310 03 12/01/96 0
5101310 O 11/01/26
0
1539839 575/G01 F 232,000.00 ZZ
360 232,000.00 1
5 EAGLE HILL ROAD 8.375 1,763.37 80
8.125 1,763.37 293,500.00
HOLMDEL NJ 07733 1 11/04/96 00
0430080564 05 01/01/97 0
442007712 O 12/01/26
0
1
1539850 575/G01 F 242,500.00 ZZ
360 242,364.05 1
11 VICTORIA HEIGHTS 8.875 1,929.44 80
8.625 1,929.44 304,543.00
AURORA NY 14052 1 10/17/96 00
0430080796 05 12/01/96 0
456006674 O 11/01/26
0
1539855 575/G01 F 346,500.00 ZZ
360 346,273.34 1
2711 OAKBROOK MANOR 8.125 2,572.75 90
7.875 2,572.75 385,000.00
FORT LAUDERDALE FL 33332 1 10/31/96 14
0430079103 03 12/01/96 25
462003899 O 11/01/26
0
1539857 575/G01 F 237,800.00 ZZ
360 237,644.44 1
125 RONWAY DR. 8.125 1,765.66 90
7.875 1,765.66 265,000.00
AVONDALE PA 19311 1 10/25/96 14
0430081166 05 12/01/96 25
464003753 O 11/01/26
0
1539858 181/181 F 296,000.00 ZZ
360 295,649.22 1
1614 JOY LANE 8.625 2,302.26 80
8.375 2,302.26 370,000.00
GLENVIEW IL 60025 1 09/20/96 00
5378035 05 11/01/96 0
5378035 O 10/01/26
0
1539860 B60/G01 F 402,000.00 ZZ
360 402,000.00 1
5823 TELLEFSON ROAD 8.500 3,091.03 76
8.250 3,091.03 530,000.00
CULVER CITY CA 90230 2 11/15/96 00
0430076802 05 01/01/97 0
7556 O 12/01/26
0
1539864 181/181 F 350,000.00 ZZ
360 349,574.43 1
1
4459 ESQUIRE CIRCLE 8.500 2,691.20 68
8.250 2,691.20 515,000.00
NAPERVILLE IL 60565 1 09/25/96 00
5114659 03 11/01/96 0
5114659 O 10/01/26
0
1539865 181/181 F 336,800.00 ZZ
360 336,357.88 1
330 REDWOOD COURT 8.125 2,500.73 80
7.875 2,500.73 421,000.00
WHEATON IL 60187 1 09/06/96 00
5378087 05 11/01/96 0
5378087 O 10/01/26
0
1539894 966/G01 F 650,000.00 ZZ
360 650,000.00 1
2612 ANDERS LANE 8.250 4,883.23 76
8.000 4,883.23 855,752.00
PLANO TX 75093 1 11/15/96 00
0430080945 03 01/01/97 0
30002654 O 12/01/26
0
1539914 601/G01 F 238,350.00 ZZ
360 238,198.02 1
9331 OLD BURKE LAKE ROAD 8.250 1,790.64 63
8.000 1,790.64 380,000.00
BURKE VA 22015 2 10/30/96 00
0430078626 05 12/01/96 0
1106615 O 11/01/26
0
1539926 601/G01 F 336,500.00 ZZ
360 336,290.85 1
805 W 51ST ST 8.375 2,557.64 80
8.125 2,557.64 421,000.00
KANSAS CITY MO 64112 1 10/29/96 00
0430078766 05 12/01/96 0
1108629 O 11/01/26
0
1539953 685/G01 F 178,400.00 ZZ
360 178,400.00 1
24341 DE LEON DRIVE 8.375 1,355.97 80
8.125 1,355.97 223,000.00
DANA POINT CA 92629 1 11/05/96 00
0430077347 05 01/01/97 0
1
106033 O 12/01/26
0
1539958 964/G01 F 300,000.00 ZZ
360 300,000.00 1
1907 NORTH FLOWER STREET 8.250 2,253.80 80
8.000 2,253.80 375,000.00
SANTA ANA CA 92706 1 11/01/96 00
0430077388 05 01/01/97 0
20716 O 12/01/26
0
1539985 E22/G01 F 252,000.00 ZZ
360 251,839.31 1
6 CHELSEA COURT 8.250 1,893.19 56
8.000 1,893.19 455,000.00
HILTON HEAD ISL SC 29928 2 10/23/96 00
0410247043 05 12/01/96 0
410247043 O 11/01/26
0
1540036 575/G01 F 272,000.00 ZZ
360 271,817.49 1
24500 DEER TRACE DRIVE 8.000 1,995.84 67
7.750 1,995.84 412,000.00
PONTE VEDRA BEA FL 32082 1 10/25/96 00
0430082339 03 12/01/96 0
419000010 O 11/01/26
0
1540068 E22/G01 F 131,250.00 ZZ
360 131,250.00 1
35 SW 111TH LANE 8.500 1,009.20 75
8.250 1,009.20 175,000.00
CORAL SPRINGS FL 33071 1 11/15/96 00
0410250146 05 01/01/97 0
410250146 O 12/01/26
0
1540075 664/G01 F 270,400.00 ZZ
360 270,400.00 1
31010 NE 69TH STREET 8.000 1,984.10 80
7.750 1,984.10 338,000.00
CAMAS WA 98607 1 11/01/96 00
0430080739 05 01/01/97 0
2225878 O 12/01/26
0
1
1540090 637/G01 F 435,000.00 ZZ
360 435,000.00 1
2405 ADELINE DRIVE 7.750 3,116.40 80
7.500 3,116.40 550,000.00
BURLINGAME CA 94010 2 11/01/96 00
0430084889 05 01/01/97 0
9311481 O 12/01/26
0
1540105 267/267 F 265,500.00 ZZ
360 265,500.00 1
6402 RIDGE MANOR AVENUE 8.000 1,948.15 90
7.750 1,948.15 295,000.00
SAN DIEGO CA 92120 1 11/06/96 10
4421818 05 01/01/97 25
4421818 O 12/01/26
0
1540106 623/623 F 240,000.00 ZZ
360 240,000.00 1
2320 RONDA VISTA DRIVE 7.875 1,740.17 80
7.375 1,740.17 300,000.00
LOS ANGELES CA 90027 1 11/22/96 00
1094167 05 01/01/97 0
1094167 O 12/01/26
0
1540108 731/G01 F 335,000.00 ZZ
360 335,000.00 1
1609 SWIFT COURT 8.375 2,546.24 80
8.125 2,546.24 418,750.00
SUNNYVALE CA 94087 1 11/01/96 00
0430079970 05 01/01/97 0
111752959 O 12/01/26
0
1540110 975/G01 F 234,000.00 ZZ
360 234,000.00 1
19736 SADDLECREST DRIVE 8.000 1,717.01 70
7.750 1,717.01 335,000.00
WALNUT CA 91789 1 11/13/96 00
0430081794 05 01/01/97 0
960307 O 12/01/26
0
1540116 685/G01 F 258,150.00 ZZ
360 258,150.00 1
9872 NOVARA LANE 8.000 1,894.21 80
7.750 1,894.21 322,694.00
1
CYPRESS CA 90630 1 11/11/96 00
0430080143 05 01/01/97 0
105859 O 12/01/26
0
1540119 685/G01 F 269,600.00 ZZ
360 269,600.00 1
4227 WOODCLIFF ROAD 8.125 2,001.77 80
7.875 2,001.77 340,000.00
LOS ANGELES CA 91403 1 11/07/96 00
0430080150 05 01/01/97 0
105976 O 12/01/26
0
1540121 624/G01 F 240,000.00 ZZ
360 240,000.00 1
619 NORTH LANCASHIRE LANE 7.625 1,698.70 76
7.375 1,698.70 317,000.00
LIBERTY LAKE WA 99019 1 11/01/96 00
0430082552 05 01/01/97 0
62043360883 O 12/01/26
0
1540125 F16/G01 F 253,500.00 ZZ
360 253,338.34 1
8 HEATHERWOOD 8.250 1,904.47 80
8.000 1,904.47 320,000.00
IRVINE CA 92620 1 10/25/96 00
0430081372 05 12/01/96 0
96315898 O 11/01/26
0
1540136 964/G01 F 190,000.00 ZZ
360 190,000.00 1
2119 RADNOR AVENUE 8.500 1,460.94 80
8.250 1,460.94 237,500.00
LONG BEACH CA 90815 1 11/04/96 00
0430078188 05 01/01/97 0
20615 O 12/01/26
0
1540137 964/G01 F 266,800.00 ZZ
360 266,800.00 1
18111 EAST DORSET COURT 8.000 1,957.68 80
7.750 1,957.68 333,500.00
ROWLAND HEIGHTS CA 91748 1 11/06/96 00
0430078154 03 01/01/97 0
18738 O 12/01/26
0
1
1540152 439/439 F 172,000.00 ZZ
360 171,790.85 1
1424 GABLE COURT 8.500 1,322.54 75
8.250 1,322.54 229,600.00
TRACY CA 95376 1 09/16/96 00
1867039 05 11/01/96 0
1867039 O 10/01/26
0
1540153 439/439 F 45,000.00 ZZ
360 44,947.49 1
4125 LYMBAR DRIVE 8.700 352.41 75
8.450 352.41 60,000.00
HOUSTON TX 77025 1 09/23/96 00
1870643 05 11/01/96 0
1870643 O 10/01/26
0
1540155 439/439 F 185,000.00 ZZ
360 184,784.12 1
4082 BAKMAN AVENUE 8.700 1,448.80 64
8.450 1,448.80 290,000.00
NORTH HOLLYWOOD CA 91602 5 09/09/96 00
1873711 05 11/01/96 0
1873711 O 10/01/26
0
1540157 439/439 F 25,000.00 ZZ
360 24,985.91 1
2025 NE 164TH STREET, #916 8.850 198.47 60
8.600 198.47 42,000.00
N MIAMI BEACH FL 33162 1 10/31/96 00
1879054 06 12/01/96 0
1879054 O 11/01/26
0
1540159 439/G01 F 85,000.00 ZZ
360 84,948.50 1
218 RIO GRANDE AVENUE 8.500 653.58 40
8.250 653.58 215,000.00
PLACENTIA CA 92670 1 10/17/96 00
0430080317 05 12/01/96 0
1860153 O 11/01/26
0
1540160 439/G01 F 136,100.00 ZZ
360 135,799.23 1
1
970 CADET PLACE 9.000 1,095.10 48
8.750 1,095.10 285,000.00
SAN JOSE CA 95133 5 07/25/96 00
0430080127 05 09/01/96 0
1865935 O 08/01/26
0
1540161 439/G01 F 90,000.00 ZZ
360 89,891.68 1
1134 WASHINGTON AVENUE 8.550 695.22 42
8.300 695.22 218,000.00
ALBANY CA 94706 5 09/20/96 00
0430080416 05 11/01/96 0
1866087 O 10/01/26
0
1540163 439/G01 F 133,500.00 ZZ
360 133,342.60 1
596 TERRACE PLACE 8.650 1,040.73 75
8.400 1,040.73 178,000.00
BALDWIN NY 11510 1 09/26/96 00
0430080465 05 11/01/96 0
1870484 O 10/01/26
0
1540165 439/G01 F 206,200.00 ZZ
360 205,959.39 1
5 PALERMO 8.700 1,614.82 75
8.450 1,614.82 275,000.00
IRVINE CA 92714 1 09/05/96 00
0430079475 03 11/01/96 0
1871739 O 10/01/26
0
1540168 439/G01 F 100,000.00 ZZ
360 99,940.04 1
25 ACME AVENUE 8.550 772.46 53
8.300 772.46 190,000.00
BETHPAGE NY 11714 2 10/16/96 00
0430079301 05 12/01/96 0
1874024 O 11/01/26
0
1540170 439/G01 F 136,000.00 ZZ
360 135,924.15 1
210 NORTHEAST 135TH STREET 8.900 1,084.52 75
8.650 1,084.52 183,000.00
VANCOUVER WA 98685 1 10/07/96 00
0430080283 05 12/01/96 0
1
1874860 O 11/01/26
0
1540173 439/G01 F 94,500.00 ZZ
360 94,442.74 1
10555 NE 6TH AVENUE 8.500 726.63 75
8.250 726.63 126,000.00
MIAMI SHORES FL 33138 1 10/24/96 00
0430080689 05 12/01/96 0
1875379 O 11/01/26
0
1540175 439/G01 F 294,700.00 ZZ
360 294,535.64 1
1836 WAGNER RD 8.900 2,350.05 75
8.650 2,350.05 393,000.00
GLENVIEW IL 60025 1 10/11/96 00
0430079285 05 12/01/96 0
1876170 O 11/01/26
0
1540177 439/G01 F 112,400.00 ZZ
360 112,335.32 1
18344 NW 12TH STREET 8.750 884.26 75
8.500 884.26 149,900.00
PEMBROKE PINES FL 33029 1 10/03/96 00
0430079863 05 12/01/96 0
1876672 O 11/01/26
0
1540179 439/G01 F 48,500.00 ZZ
360 48,473.23 1
1310 PELHAM AVENUE 8.950 388.50 57
8.700 388.50 85,087.00
N LAUDERDALE FL 33068 1 10/31/96 00
0430078808 01 12/01/96 0
1877372 O 11/01/26
0
1540182 439/G01 F 260,000.00 ZZ
360 259,854.99 1
5828 NORTH BURTON AVENUE 8.900 2,073.34 65
8.650 2,073.34 400,000.00
TEMPLE CITY CA 91775 5 10/10/96 00
0430079269 05 12/01/96 0
1877505 O 11/01/26
0
1
1540183 439/G01 F 79,500.00 ZZ
360 79,452.33 1
661 SE 18TH AVE 8.550 614.11 38
8.300 614.11 210,000.00
POMPANO BEACH FL 33060 1 10/18/96 00
0430079251 05 12/01/96 0
1877523 O 11/01/26
0
1540187 439/G01 F 67,500.00 ZZ
360 67,462.74 2
5100-5102 RAILROAD AVENUE 8.950 540.70 56
8.700 540.70 120,535.00
PITTSBURG CA 94565 2 10/17/96 00
0430079392 05 12/01/96 0
1877943 O 11/01/26
0
1540189 439/G01 F 300,000.00 T
360 299,834.41 1
6681 WOODBRIDGE DRIVE 8.950 2,403.09 75
8.700 2,403.09 400,000.00
BOCA RATON FL 33434 5 10/10/96 00
0430078691 05 12/01/96 0
1878536 O 11/01/26
0
1540191 439/G01 F 114,000.00 ZZ
360 113,931.64 2
6204 AND 6208 AVON AVENUE 8.550 880.61 44
8.300 880.61 265,000.00
TEMPLE CITY CA 91775 2 10/22/96 00
0430079368 05 12/01/96 0
1878867 O 11/01/26
0
1540192 439/G01 F 468,000.00 ZZ
360 467,716.48 1
12001 SHOSHONE AVENUE 8.500 3,598.52 80
8.250 3,598.52 585,000.00
GRANADA HILLS CA 91344 1 10/17/96 00
0430080226 05 12/01/96 0
1878953 O 11/01/26
0
1540194 439/G01 F 91,800.00 ZZ
360 91,800.00 1
44 BIRCH STREET 8.500 705.87 37
8.250 705.87 250,000.00
1
PORT WASHINGTON NY 11050 5 11/04/96 00
0430080838 05 01/01/97 0
1879267 O 12/01/26
0
1540202 439/G01 F 132,000.00 ZZ
360 131,924.05 1
321 BARCELONA DRIVE 8.750 1,038.45 42
8.500 1,038.45 315,000.00
MILLBRAE CA 94030 5 10/15/96 00
0430080408 05 12/01/96 0
1879793 O 11/01/26
0
1540211 439/G01 F 85,000.00 T
360 84,950.07 1
6063 E PEPPERTREE WAY #111 8.650 662.64 74
8.400 662.64 114,864.00
SARASOTA FL 34242 5 10/23/96 00
0430078675 01 12/01/96 0
1881257 O 11/01/26
0
1540214 439/G01 F 173,000.00 ZZ
360 172,895.19 1
2160 BUNKER HILL DRIVE 8.500 1,330.23 46
8.250 1,330.23 380,000.00
SAN MATEO CA 94402 5 10/25/96 00
0430080374 05 12/01/96 0
1881657 O 11/01/26
0
1540242 E22/G01 F 156,000.00 ZZ
360 156,000.00 1
54 LAMBERT COURT 8.250 1,171.98 79
8.000 1,171.98 199,500.00
BRENTWOOD CA 94513 2 11/05/96 00
0410234611 05 01/01/97 0
410234611 O 12/01/26
0
1540249 766/G01 F 230,000.00 ZZ
360 229,867.67 1
40 SHORE DRIVE NORTH 8.750 1,809.41 70
8.500 1,809.41 330,000.00
MIAMI FL 33133 1 10/30/96 00
0430086546 05 12/01/96 0
96SG0894 O 11/01/26
0
1
1540255 668/G01 F 300,000.00 ZZ
360 300,000.00 1
7733 PARK RIDGE CIRCLE 8.125 2,227.50 40
7.875 2,227.50 760,000.00
FORT COLLINS CO 80525 5 11/04/96 00
0430083360 03 01/01/97 0
6964704 O 12/01/26
0
1540258 668/G01 F 262,500.00 ZZ
360 262,500.00 1
18406 DE BIE AVENUE 8.000 1,926.14 77
7.750 1,926.14 345,000.00
CERRITOS CA 90703 2 11/05/96 00
0430089425 05 01/01/97 0
6990444 O 12/01/26
0
1540259 668/G01 F 436,000.00 ZZ
360 436,000.00 1
9771 ALTO DRIVE 8.500 3,352.47 80
8.250 3,352.47 545,000.00
LA MESA CA 91941 1 11/01/96 00
0430083857 05 01/01/97 0
6936066 O 12/01/26
0
1540260 668/G01 F 276,000.00 ZZ
360 276,000.00 1
5414 WILMA STREET 8.125 2,049.30 79
7.875 2,049.30 350,000.00
TORRANCE CA 90503 5 11/01/96 00
0430082412 05 01/01/97 0
6969950 O 12/01/26
0
1540261 623/623 F 131,000.00 ZZ
360 130,924.63 1
8328 LESTER LANE 8.750 1,030.58 69
WEST HILLS AREA 7.750 1,030.58 191,000.00
LOS ANGELES CA 91304 1 10/28/96 00
67096154 05 12/01/96 0
67096154 O 11/01/26
0
1540262 623/623 F 198,500.00 ZZ
360 198,379.74 1
1
753 ROBINSON ROAD 8.500 1,526.30 70
7.750 1,526.30 284,000.00
SEBASTOPOL CA 95472 1 10/30/96 00
18064805 05 12/01/96 0
18064805 O 11/01/26
0
1540263 623/623 F 121,800.00 ZZ
360 121,726.21 1
16463 HALSEY STREET 8.500 936.54 70
(GRANADA HILLS AREA) 7.750 936.54 174,000.00
LOS ANGELES CA 91344 1 10/30/96 00
67096423 05 12/01/96 0
67096423 O 11/01/26
0
1540266 623/623 F 500,000.00 ZZ
360 500,000.00 1
2633 WEST LAKE VAN NESS CIRCLE 8.250 3,756.33 67
7.750 3,756.33 750,000.00
FRESNO CA 93711 1 11/01/96 00
45083984 03 01/01/97 0
45083984 O 12/01/26
0
1540281 623/623 F 220,950.00 ZZ
360 220,950.00 1
0824 SOUTHWEST POWERS COURT 8.250 1,659.93 90
8.000 1,659.93 245,500.00
PORTLAND OR 97219 1 11/05/96 04
37092906 05 01/01/97 25
37092906 O 12/01/26
0
1540282 375/G01 F 227,200.00 ZZ
360 226,501.95 1
122 TIMBER RIDGE RD 8.500 1,746.98 75
8.250 1,746.98 303,000.00
NEWTOWN PA 18940 1 06/28/96 00
0430084483 05 08/01/96 0
326449 O 07/01/26
0
1540284 375/G01 F 150,000.00 ZZ
360 149,835.53 1
2149 WARRICK HILLS WAY 9.000 1,206.93 70
8.750 1,206.93 215,000.00
CORAL SPRINGS FL 33071 1 09/20/96 00
0430083683 03 11/01/96 0
1
420969 O 10/01/26
0
1540317 638/G01 F 216,000.00 ZZ
360 216,000.00 1
111 SANDHURST COURT 8.000 1,584.93 90
7.750 1,584.93 240,000.00
VALLEJO CA 94591 1 11/08/96 10
0430083568 05 01/01/97 25
8608226 O 12/01/26
0
1540321 568/G01 F 334,800.00 ZZ
360 334,612.30 1
8616 LAKERIDGE CIRCLE 8.875 2,663.82 90
8.625 2,663.82 372,000.00
LAS VEGAS NV 89117 1 10/28/96 01
0430082834 03 12/01/96 25
807872 O 11/01/26
0
1540327 562/G01 F 250,000.00 ZZ
360 250,000.00 1
22 OSBORN FARM ROAD 7.750 1,791.04 72
7.500 1,791.04 350,000.00
WESTON CT 06883 1 11/15/96 00
0430081638 05 01/01/97 0
526699 O 12/01/26
0
1540334 514/G01 F 300,000.00 ZZ
360 299,822.88 1
5324 SUN MEADOW DRIVE 8.625 2,333.37 80
8.375 2,333.37 375,000.00
FLOWER MOUND TX 75028 2 11/04/96 00
0430085290 03 12/01/96 0
359097 O 11/01/26
0
1540357 367/367 F 264,118.72 ZZ
336 263,907.18 1
7716 WHITERIM TERRACE 8.000 1,972.33 77
7.750 1,972.33 345,000.00
POTOMAC MD 20854 1 11/15/96 00
1265100 09 12/01/96 0
1265100 O 11/01/24
0
1
1540440 F13/F13 F 390,000.00 ZZ
360 390,000.00 1
100 CARNOUSTIE WAY 8.125 2,895.74 80
7.875 2,895.74 490,000.00
MEDIA PA 19063 1 11/19/96 00
112245819 05 01/01/97 0
112245819 O 12/01/26
0
1540454 227/G01 F 260,550.00 ZZ
360 260,366.10 1
11413 SHIRLEY GATE COURT 7.750 1,866.62 66
7.500 1,866.62 399,000.00
FAIRFAX VA 22030 1 10/31/96 00
0430081398 03 12/01/96 0
1664366 O 11/01/26
0
1540458 685/G01 F 306,800.00 ZZ
360 306,800.00 1
4258 EXULTANT DRIVE 7.875 2,224.51 80
7.625 2,224.51 385,000.00
RANCHO PALOS VE CA 90275 1 11/12/96 00
0430078162 05 01/01/97 0
106121 O 12/01/26
0
1540459 227/G01 F 232,275.00 ZZ
360 232,275.00 1
8395 SWEET WATER ROAD 8.000 1,704.36 95
7.750 1,704.36 244,500.00
LITTLETON CO 80124 1 11/15/96 10
0430085159 03 01/01/97 30
1681682 O 12/01/26
0
1540463 227/G01 F 248,520.00 ZZ
360 248,520.00 1
19951 ALEXANDRA'S GROVE DRIVE 7.750 1,780.43 80
7.500 1,780.43 310,650.00
ASHBURN VA 20147 1 11/11/96 00
0430081414 03 01/01/97 0
1649894 O 12/01/26
0
1540464 227/G01 F 237,000.00 ZZ
360 236,840.97 1
114 CHERRYWOOD DRIVE 8.000 1,739.03 95
7.750 1,739.03 250,253.00
1
GAITHERSBURG MD 20879 1 10/30/96 10
0430087890 05 12/01/96 30
1692577 O 11/01/26
0
1540473 685/G01 F 472,000.00 ZZ
360 472,000.00 1
3001 HUTTON DRIVE 8.375 3,587.54 80
8.125 3,587.54 590,000.00
LOS ANGELES CA 90210 1 11/13/96 00
0430080184 05 01/01/97 0
106062 O 12/01/26
0
1540477 664/G01 F 324,300.00 ZZ
360 324,300.00 1
19671 WILDWOOD DRIVE 8.375 2,464.92 69
8.125 2,464.92 470,000.00
WEST LINN OR 97068 5 11/06/96 00
0430083378 03 01/01/97 0
2225084 O 12/01/26
0
1540489 074/G01 F 220,000.00 ZZ
360 219,597.33 1
963 ST GERMAIN ROAD 8.500 1,691.61 90
8.250 1,691.61 246,000.00
CHULA VISTA CA 91913 2 08/06/96 11
0430081612 05 10/01/96 25
1232000073 O 09/01/26
0
1540490 074/G01 F 294,525.00 ZZ
360 294,337.19 1
11625 RIDGEGATE DRIVE 8.250 2,212.67 85
8.000 2,212.67 347,500.00
WHITTIER CA 90601 1 09/27/96 10
0430086074 05 12/01/96 12
1233002540 O 11/01/26
0
1540495 074/G01 F 360,050.00 ZZ
360 359,831.88 1
1508 ANGELBERRY STREET 8.500 2,768.47 90
8.250 2,768.47 400,106.00
LAS VEGAS NV 89117 1 10/07/96 01
0430082271 03 12/01/96 25
1252025157 O 11/01/26
0
1
1540496 074/G01 F 258,600.00 ZZ
360 258,443.34 1
1780 SW 2ND AVENUE 8.500 1,988.41 90
8.250 1,988.41 287,356.00
BOCA RATON FL 33432 1 10/28/96 01
0430081844 03 12/01/96 25
1302012100 O 11/01/26
0
1540497 074/G01 F 284,000.00 ZZ
360 283,228.44 1
2930 NW 25TH TERRACE 8.500 2,183.71 80
8.250 2,183.71 359,000.00
BOCA RATON FL 33433 1 08/15/96 00
0430081851 03 10/01/96 0
1302015277 O 09/01/26
0
1540498 074/G01 F 247,150.00 ZZ
360 247,000.28 1
158 OAKWOOD LANE 8.500 1,900.37 80
8.250 1,900.37 308,940.00
PALM BEACH GARD FL 33410 1 10/28/96 00
0430083923 03 12/01/96 0
1303016071 O 11/01/26
0
1540499 074/G01 F 218,700.00 ZZ
360 218,299.72 1
14981 BEL AIRE DRIVE SOUTH 8.500 1,681.61 90
8.250 1,681.61 243,900.00
PEMBROKE PINES FL 33027 1 08/14/96 12
0430079889 03 10/01/96 25
1311245610 O 09/01/26
0
1540500 074/G01 F 392,000.00 ZZ
360 391,282.52 1
3590 ROCKERMAN ROAD 8.500 3,014.14 80
8.250 3,014.14 490,000.00
MIAMI FL 33133 1 08/09/96 00
0430086090 01 10/01/96 0
1311266937 O 09/01/26
0
1540501 074/G01 F 220,000.00 ZZ
360 219,866.72 1
1
1310 S GREENWAY DRIVE 8.500 1,691.61 55
8.250 1,691.61 400,000.00
CORAL GABLES FL 33134 1 10/24/96 00
0430081877 05 12/01/96 0
1311271813 O 11/01/26
0
1540504 074/G01 F 292,000.00 ZZ
360 291,823.10 1
11455 LOCHARD STREET 8.500 2,245.23 80
8.250 2,245.23 365,000.00
OAKLAND CA 94605 1 10/09/96 00
0430081836 03 12/01/96 0
1479000773 O 11/01/26
0
1540509 074/G01 F 74,000.00 ZZ
360 73,864.55 1
6057 SOUTH 3050 WEST 8.500 569.00 80
8.250 569.00 92,500.00
ROY UT 84067 2 08/12/96 00
0430081828 05 10/01/96 0
1496002200 O 09/01/26
0
1540510 074/G01 F 206,500.00 T
360 206,267.60 1
RD BOX 29A 8.875 1,643.01 70
8.625 1,643.01 295,000.00
MADERA PA 16661 1 09/20/96 00
0430081752 05 11/01/96 0
1500242828 O 10/01/26
0
1540511 074/G01 F 80,000.00 T
360 79,956.30 1
LOT 31 9.000 643.70 56
PIGEON HOLLOW SUBDIVISION 8.750 643.70 145,000.00
FAYSTON VT 05673 1 10/15/96 00
0430086157 03 12/01/96 0
1500246261 O 11/01/26
0
1540513 074/G01 F 260,000.00 ZZ
360 259,618.29 1
261 OBADIAH LANE 8.875 2,068.68 80
8.625 2,068.68 325,000.00
MANCHESTER TN 37355 2 09/20/96 00
0430086165 05 11/01/96 0
1
1502039687 O 10/01/26
0
1540515 074/G01 F 98,250.00 ZZ
360 98,142.25 1
6400 GLADYS 9.000 790.55 75
8.750 790.55 131,000.00
METAIRIE LA 70003 1 09/30/96 00
0430084087 05 11/01/96 0
1502051445 O 10/01/26
0
1540518 074/G01 F 224,950.00 ZZ
360 224,817.19 1
3404 WEST 85TH PLACE 8.625 1,749.64 95
8.375 1,749.64 236,850.00
CHICAGO IL 60652 1 10/04/96 12
0430086181 03 12/01/96 30
1503100794 O 11/01/26
0
1540519 074/G01 F 239,200.00 ZZ
360 239,055.09 1
2073 WEST 107TH STREET 8.500 1,839.24 80
8.250 1,839.24 299,000.00
CHICAGO IL 60643 1 10/16/96 00
0430083329 05 12/01/96 0
1503102756 O 11/01/26
0
1540520 074/G01 F 292,000.00 ZZ
360 291,505.26 1
#19 SUFFOLK DRIVE 8.875 2,323.28 80
8.625 2,323.28 365,000.00
MIDLAND TX 79705 1 08/01/96 00
0430084095 03 10/01/96 0
1504057260 O 09/01/26
0
1540521 074/G01 F 250,000.00 ZZ
360 249,856.17 1
201 BLACKBERRY CIRCLE 8.750 1,966.75 69
8.500 1,966.75 366,726.00
MIDLAND TX 79705 1 10/15/96 00
0430084103 05 12/01/96 0
1504077304 O 11/01/26
0
1
1540522 074/G01 F 232,000.00 ZZ
360 231,866.53 1
3424 HAWTHORNE BL 8.750 1,825.14 80
8.500 1,825.14 290,000.00
ST LOUIS MO 63104 1 10/15/96 00
0430084111 05 12/01/96 0
1505052070 O 11/01/26
0
1540523 074/G01 F 260,000.00 ZZ
360 258,413.69 1
2701 N NORTH SHORE CR 8.875 2,068.68 80
8.625 2,068.68 325,000.00
WICHITA KS 67212 1 07/30/96 00
0430083931 03 09/01/96 0
1505053470 O 08/01/26
0
1540525 074/G01 F 239,000.00 ZZ
360 238,637.17 1
1770 LENDEE DRIVE 9.000 1,923.05 87
8.750 1,923.05 277,000.00
ESCONDIDO CA 92025 2 09/26/96 10
0430079905 05 11/01/96 25
1506156489 O 10/01/26
0
1540527 074/G01 F 265,000.00 ZZ
360 261,932.29 1
1926 BELLA VISTA DRIVE 8.750 2,084.76 72
8.500 2,084.76 370,000.00
ARCADIA CA 91007 2 10/01/96 00
0430079954 05 12/01/96 0
1506166019 O 11/01/26
0
1540530 074/G01 F 300,000.00 ZZ
360 299,749.56 1
14290 ROBLAR PLACE 8.375 2,280.22 93
8.125 2,280.22 325,000.00
SHERMAN OAKS AR CA 91423 1 10/15/96 10
0430086215 05 12/01/96 30
1506170559 O 11/01/26
0
1540532 074/G01 F 258,600.00 ZZ
360 258,111.29 1
7359 VILLAGE SQUARE DRIVE 9.750 2,221.77 75
9.500 2,221.77 344,850.00
1
WEST BLOOMFIELD MI 48324 1 07/16/96 00
0430082958 05 09/01/96 0
1507153034 O 08/01/26
0
1540533 074/G01 F 29,000.00 ZZ
360 28,943.74 1
7194 DUDLEY AVENUE 9.625 246.50 39
9.375 246.50 75,000.00
TAYLOR MI 48180 1 07/26/96 00
0430082966 05 09/01/96 0
1507164314 O 08/01/26
0
1540535 074/G01 F 235,600.00 ZZ
360 235,313.53 1
485 JACOBS DRIVE 8.500 1,811.56 80
8.250 1,811.56 294,500.00
BAILEY CO 80421 1 09/27/96 00
0430083410 05 11/01/96 0
1507179210 O 10/01/26
0
1540536 074/G01 F 352,000.00 ZZ
360 351,786.75 1
3535 AMITY ROAD 8.500 2,706.58 71
8.250 2,706.58 500,000.00
HILLIARD OH 43026 5 10/03/96 00
0430083337 05 12/01/96 0
1507180650 O 11/01/26
0
1540537 074/G01 F 370,000.00 ZZ
360 369,372.87 1
36 ST GEORGE PLACE 8.875 2,943.89 46
8.625 2,943.89 805,000.00
WEST PALM BEACH FL 33418 1 08/06/96 00
0430083402 03 10/01/96 0
1511036410 O 09/01/26
0
1540538 074/G01 F 216,000.00 ZZ
360 215,878.91 1
2631 GRACE DRIVE 8.875 1,718.59 90
8.625 1,718.59 240,000.00
FORT LAUDERDALE FL 33316 1 10/11/96 12
0430084384 05 12/01/96 25
1511049626 O 11/01/26
0
1
1540541 074/G01 F 224,800.00 ZZ
360 224,547.01 1
6135 CONQUISTADOR STREET 8.875 1,788.61 80
8.625 1,788.61 281,000.00
LOS VEGAS NV 89129 5 10/25/96 00
0430086231 05 11/01/96 0
1512043614 O 10/01/26
0
1540543 074/G01 F 220,400.00 ZZ
360 220,273.19 1
118 ARCADIA DRIVE 8.750 1,733.89 95
8.500 1,733.89 232,000.00
PACIFICA CA 94044 1 10/01/96 11
0430081885 03 12/01/96 30
1512046340 O 11/01/26
0
1540545 074/G01 F 293,600.00 ZZ
360 292,764.77 1
905 LINCOLN PLACE 8.875 2,336.01 80
8.625 2,336.01 367,000.00
BOULDER CO 80302 1 05/30/96 00
0430082891 05 08/01/96 0
1513016504 O 07/01/26
0
1540546 074/G01 F 297,000.00 ZZ
360 296,392.98 1
2067 EAST ELDERBERRY WAY 9.375 2,470.30 90
9.125 2,470.30 330,000.00
SANDY UT 84092 1 07/22/96 14
0430082909 03 09/01/96 25
1513037854 O 08/01/26
0
1540549 074/G01 F 275,500.00 ZZ
360 275,157.10 1
7540 EAST TOYON LANE 8.500 2,118.36 95
8.250 2,118.36 290,000.00
ANAHEIM CA 92808 1 09/13/96 01
0430086256 05 11/01/96 30
1513057104 O 10/01/26
0
1540551 074/G01 F 231,000.00 ZZ
360 230,867.10 1
1
1833 NORTH 350 EAST 8.750 1,817.28 70
8.500 1,817.28 330,000.00
CENTERVILLE UT 84014 5 10/07/96 00
0430083394 05 12/01/96 0
1513073814 O 11/01/26
0
1540552 074/G01 F 88,500.00 ZZ
360 88,447.75 1
2714 WEAVER CIRCLE 8.625 688.34 67
8.375 688.34 134,000.00
BOISE ID 83704 2 10/15/96 00
0430083352 05 12/01/96 0
1513075864 O 11/01/26
0
1540555 074/G01 F 277,550.00 ZZ
360 276,699.85 1
550 MINTON LANE 8.375 2,109.59 80
8.125 2,109.59 346,950.00
MOUNTAIN VIEW CA 94040 1 09/23/96 00
0430084368 03 11/01/96 0
1561334271 O 10/01/26
0
1540557 074/G01 F 218,400.00 ZZ
360 218,267.69 1
522 TREYBURN CIRCLE 8.500 1,679.31 80
8.250 1,679.31 273,000.00
SAN RAMON CA 94583 1 10/15/96 00
0430084004 03 12/01/96 0
1561336051 O 11/01/26
0
1540559 074/G01 F 300,000.00 ZZ
360 299,818.25 1
4791 CURTIS CIRCLE 8.500 2,306.75 75
8.250 2,306.75 400,000.00
HUNTINGTON BEAC CA 92649 1 10/16/96 00
0430082974 05 12/01/96 0
1562168269 O 11/01/26
0
1540560 074/G01 F 385,000.00 ZZ
360 384,104.23 1
1302 RIMROCK DRIVE 8.750 3,028.80 70
8.500 3,028.80 550,000.00
GUYMON OK 73942 2 07/31/96 00
0430082982 05 09/01/96 0
1
1563119269 O 08/01/26
0
1540561 074/G01 F 230,750.00 ZZ
360 230,327.65 1
12505 RED MESA HOLLOW 8.500 1,774.27 90
8.250 1,774.27 256,428.00
AUSTIN TX 78739 1 08/09/96 12
0430083097 03 10/01/96 25
1563130068 O 09/01/26
0
1540562 074/G01 F 80,300.00 ZZ
360 80,260.50 1
1804 EAST GLENDALE ROAD 9.500 675.21 67
9.250 675.21 120,000.00
SAPULPA OK 74066 2 10/24/96 00
0430084236 05 12/01/96 0
1563135425 O 11/01/26
0
1540563 074/G01 F 70,500.00 ZZ
360 70,459.43 1
12012 MOON BEAM DRIVE 8.750 554.63 75
8.500 554.63 94,000.00
OKLAHOMA CITY OK 73162 1 10/17/96 00
0430086264 05 12/01/96 0
1563136483 O 11/01/26
0
1540564 074/G01 F 82,500.00 ZZ
360 82,453.75 1
5805 NW 89TH STREET 8.875 656.41 75
8.625 656.41 110,000.00
OKLAHOMA CITY OK 73132 1 10/25/96 00
0430083105 05 12/01/96 0
1563136905 O 11/01/26
0
1540565 074/G01 F 78,000.00 ZZ
360 77,952.74 1
1821 KINGS CROSSING 8.500 599.76 65
8.250 599.76 121,000.00
EDMOND OK 73013 1 10/29/96 00
0430083998 05 12/01/96 0
1563137012 O 11/01/26
0
1
1540566 074/G01 F 86,450.00 ZZ
360 86,397.62 1
3001 NE 129TH STREET 8.500 664.73 65
8.250 664.73 134,000.00
EDMOND OK 73003 1 10/28/96 00
0430083980 03 12/01/96 0
1563137500 O 11/01/26
0
1540568 074/G01 F 300,000.00 ZZ
360 299,491.69 1
3495 CHELAN DR 8.875 2,386.94 80
8.625 2,386.94 375,000.00
WEST LINN OR 97068 1 08/01/96 00
0430083113 03 10/01/96 0
1565135700 O 09/01/26
0
1540573 074/G01 F 361,000.00 ZZ
360 360,781.30 1
5845 HOLLAND DRIVE 8.500 2,775.78 83
8.250 2,775.78 440,000.00
CUMMING GA 30131 2 10/01/96 01
0430083139 05 12/01/96 12
1566078077 O 11/01/26
0
1540575 074/G01 F 272,150.00 ZZ
360 271,985.13 1
524 BAYONA LOOP 8.500 2,092.60 95
8.250 2,092.60 286,500.00
CHULA VISTA CA 91910 1 10/24/96 10
0430086272 05 12/01/96 30
1567168110 O 11/01/26
0
1540577 074/G01 F 200,000.00 ZZ
360 199,887.88 1
4301 QUADREL STREET 8.875 1,591.29 40
8.625 1,591.29 500,000.00
LAS VEGAS NV 89129 5 10/15/96 00
0430084285 05 12/01/96 0
1567172423 O 11/01/26
0
1540579 074/G01 F 238,500.00 ZZ
360 238,355.52 1
7930 RUFUS COURT 8.500 1,833.86 90
8.250 1,833.86 265,000.00
1
SAN DIEGO CA 92129 1 10/15/96 10
0430084293 05 12/01/96 25
1567172514 O 11/01/26
0
1540582 074/G01 F 354,400.00 ZZ
360 354,185.30 1
11079 EAST VERBENA LANE 8.500 2,725.03 80
8.250 2,725.03 443,058.00
SCOTTSDALE AZ 85259 1 10/18/96 00
0430086306 03 12/01/96 0
1569153485 O 11/01/26
0
1540584 074/G01 F 320,000.00 ZZ
360 319,811.07 1
4520 EAST INDIAN BEND ROAD 8.625 2,488.93 70
8.375 2,488.93 460,000.00
PARADISE VALLEY AZ 85253 5 10/23/96 00
0430082842 05 12/01/96 0
1569154160 O 11/01/26
0
1540585 074/G01 F 234,900.00 ZZ
360 234,469.40 1
1860 LYNN DRIVE 8.500 1,806.18 90
8.250 1,806.18 261,000.00
PENNGROVE CA 94951 1 08/07/96 11
0430083048 05 10/01/96 25
1573156400 O 09/01/26
0
1540586 074/G01 F 78,750.00 ZZ
360 78,704.69 1
7597 COOK AVENUE 8.750 619.53 75
8.500 619.53 105,000.00
CITRUS HEIGHTS CA 95610 1 10/23/96 00
0430083055 05 12/01/96 0
1573158846 O 11/01/26
0
1540587 074/G01 F 460,000.00 ZZ
360 459,706.67 1
170 CORTE ANITA 8.250 3,455.83 80
8.000 3,455.83 575,000.00
GREENBRAE CA 94904 2 10/19/96 00
0430083063 03 12/01/96 0
1573160928 O 11/01/26
0
1
1540588 074/G01 F 76,000.00 ZZ
360 75,955.12 1
17625 MACAW LANE 8.625 591.13 80
8.375 591.13 95,000.00
RENO NV 89506 5 10/11/96 00
0430082859 05 12/01/96 0
1573161240 O 11/01/26
0
1540590 074/G01 F 165,000.00 ZZ
360 164,914.45 1
4265 STARLIGHT WAY 9.250 1,357.42 74
9.000 1,357.42 224,000.00
FAIR OAKS CA 95628 2 10/21/96 00
0430083071 05 12/01/96 0
1573162515 O 11/01/26
0
1540591 074/G01 F 41,100.00 ZZ
360 41,037.24 1
101 WAKEFIELD COURT 9.375 341.85 75
9.125 341.85 54,810.00
GOOSE CREEK SC 29445 1 08/09/96 00
0430083089 03 10/01/96 0
1577045331 O 09/01/26
0
1540592 074/G01 F 975,000.00 ZZ
360 973,215.44 1
3711 STONEYBROOK DRIVE 8.500 7,496.91 73
8.250 7,496.91 1,350,000.00
DURHAM NC 27705 5 08/09/96 00
0430086314 05 10/01/96 0
1577045863 O 09/01/26
0
1540593 074/G01 F 226,400.00 ZZ
360 225,985.60 1
4002 CAMBRIDGE HILL LANE 8.500 1,740.83 80
8.250 1,740.83 283,041.00
CHARLOTTE NC 28212 1 08/07/96 00
0430083444 03 10/01/96 0
1577046083 O 09/01/26
0
1540595 074/G01 F 450,000.00 ZZ
360 449,741.09 1
1
1616 EDGEWOOD LANE 8.750 3,540.16 60
8.500 3,540.16 750,000.00
CHATTANOOGA TN 37405 5 10/22/96 00
0430083212 05 12/01/96 0
1577052450 O 11/01/26
0
1540596 074/G01 F 49,600.00 ZZ
240 49,524.54 1
500 PARAGON MILLS ROAD #C-4 8.875 442.29 80
8.625 442.29 62,000.00
NASHVILLE TN 37211 2 10/23/96 00
0430086330 01 12/01/96 0
1577054208 O 11/01/16
0
1540597 074/G01 F 106,850.00 ZZ
360 106,788.52 1
804 SEAFARER DRIVE 8.750 840.59 75
8.500 840.59 142,500.00
CAROLINA BEACH NC 28428 1 10/28/96 00
0430083451 03 12/01/96 0
1577054490 O 11/01/26
0
1540598 074/G01 F 136,000.00 ZZ
360 135,921.75 1
4288 WEST GLASGOW LANE 8.750 1,069.92 80
8.500 1,069.92 170,000.00
SOUTH JORDAN UT 84095 5 10/10/96 00
0430082180 05 12/01/96 0
1579033628 O 11/01/26
0
1540599 074/G01 F 255,750.00 ZZ
360 255,595.06 1
11881 BRYANT CIRCLE 8.500 1,966.50 75
8.250 1,966.50 341,000.00
DENVER CO 80234 2 10/10/96 00
0430083196 03 12/01/96 0
1579034846 O 11/01/26
0
1540600 074/G01 F 130,000.00 ZZ
360 129,923.24 1
402 JUNIPER ROAD 8.625 1,011.13 13
8.375 1,011.13 1,070,000.00
SUN VALLEY ID 83354 5 10/24/96 00
0430086348 03 12/01/96 0
1
1579034915 O 11/01/26
0
1540603 074/G01 F 100,000.00 ZZ
360 99,784.66 1
23 BARTON ROAD 9.125 813.64 56
8.875 813.64 180,000.00
FOXBORO MA 02035 1 08/01/96 00
0430084145 05 09/01/96 0
1580032848 O 08/01/26
0
1540604 074/G01 F 220,500.00 ZZ
360 220,012.76 1
13 GOVERNOR'S LANE 9.000 1,774.20 90
8.750 1,774.20 245,000.00
SHELBURNE VT 05482 1 08/02/96 11
0430082214 05 09/01/96 25
1580033793 O 08/01/26
0
1540605 074/G01 F 133,500.00 ZZ
360 133,296.15 1
2611 PARKLAWN 9.375 1,110.39 75
9.125 1,110.39 178,000.00
BRIGHTON MI 48116 1 08/02/96 00
0430083519 05 10/01/96 0
1581058348 O 09/01/26
0
1540606 074/G01 F 344,000.00 ZZ
360 341,803.33 1
792 WILLITS 8.750 2,706.25 80
8.500 2,706.25 430,000.00
BIRMINGHAM MI 48009 5 08/09/96 00
0430083493 05 10/01/96 0
1581063010 O 09/01/26
0
1540607 074/G01 F 89,300.00 ZZ
360 89,252.47 1
24000 BORDMAN 9.125 726.58 53
8.875 726.58 170,000.00
ARMADA MI 48005 5 10/10/96 00
0430082222 05 12/01/96 0
1581064613 O 11/01/26
0
1
1540608 074/G01 F 560,000.00 ZZ
360 559,446.90 1
756 ABBEY ROAD 9.500 4,708.79 78
9.250 4,708.79 720,000.00
BIRMINGHAM MI 48009 5 09/27/96 00
0430083006 05 11/01/96 0
1581068294 O 10/01/26
0
1540609 074/G01 F 45,200.00 ZZ
360 45,177.16 1
1270 WIELAND 9.375 375.96 80
9.125 375.96 56,500.00
LANSING MI 48906 5 10/24/96 00
0430083014 05 12/01/96 0
1581071084 O 11/01/26
0
1540611 074/G01 F 63,700.00 ZZ
360 63,666.98 1
2521 GERALD AVE 9.250 524.04 65
9.000 524.04 98,000.00
ROCHESTER HILLS MI 48307 5 10/21/96 00
0430084186 05 12/01/96 0
1581072655 O 11/01/26
0
1540612 074/G01 F 80,000.00 ZZ
360 79,958.52 1
3578 PRAIRIE 9.250 658.15 80
9.000 658.15 100,000.00
BERKLEY MI 48072 5 10/18/96 00
0430082206 05 12/01/96 0
1581073126 O 11/01/26
0
1540614 074/G01 F 460,000.00 ZZ
360 459,748.73 1
13 CIRCLE DRIVE 9.000 3,701.27 80
8.750 3,701.27 575,000.00
BARRINGTON IL 60010 1 10/25/96 00
0430083022 05 12/01/96 0
1583034840 O 11/01/26
0
1540615 074/G01 F 123,400.00 ZZ
360 123,330.82 1
6218 SOUTH PERSHING AVENUE 8.875 981.83 79
8.625 981.83 158,000.00
1
DOWNERS GROVE IL 60516 2 10/10/96 00
0430082990 05 12/01/96 0
1583034941 O 11/01/26
0
1540616 074/G01 F 207,000.00 ZZ
360 206,415.59 1
12605 COMBLAIN ROAD 9.125 1,684.23 74
8.875 1,684.23 280,000.00
KNOXVILLE TN 37922 1 08/12/96 00
0430083485 05 10/01/96 0
1585030668 O 09/01/26
0
1540617 074/G01 F 87,600.00 ZZ
360 87,546.93 1
909 SPRING GLENN WAY 8.500 673.57 70
8.250 673.57 125,177.00
LOUISVILLE KY 40242 1 10/10/96 00
0430086397 01 12/01/96 0
1585033860 O 11/01/26
0
1540618 074/G01 F 236,000.00 ZZ
360 235,857.03 1
9417 DEERVALE COURT 8.500 1,814.64 80
8.250 1,814.64 295,000.00
BRENTWOOD TN 37027 2 10/16/96 00
0430083832 03 12/01/96 0
1585034534 O 11/01/26
0
1540620 074/G01 F 261,250.00 ZZ
360 260,702.01 1
17229 SPATES HILL ROAD 9.250 2,149.24 95
9.000 2,149.24 275,000.00
POOLESVILLE MD 20837 1 08/01/96 04
0430083220 05 09/01/96 30
1587038966 O 08/01/26
0
1540621 074/074 F 246,950.00 BB
360 246,313.56 1
14401 DUNWOOD VALLEY ROAD 8.250 1,855.26 80
8.000 1,855.26 308,739.00
BOWIE MD 20721 1 08/02/96 00
1587039936 05 09/01/96 0
1587039936 O 08/01/26
0
1
1540622 074/G01 F 581,000.00 ZZ
360 580,089.39 1
15601 HOLLY GROVE ROAD 9.250 4,779.75 75
9.000 4,779.75 775,000.00
SILVER SPRING MD 20905 1 08/15/96 00
0430083535 05 10/01/96 0
1587040185 O 09/01/26
0
1540623 074/G01 F 384,000.00 ZZ
360 383,059.54 1
12520 VALLEY PINES DRIVE 8.500 2,952.63 80
8.250 2,952.63 480,000.00
REISTERSTOWN MD 21136 1 08/01/96 00
0430084152 05 09/01/96 0
1587040742 O 08/01/26
0
1540624 074/G01 F 135,350.00 ZZ
360 135,185.42 1
104 FOX HILL PLACE 8.500 1,040.73 70
8.250 1,040.73 195,350.00
WERNERSVILLE PA 19565 1 09/09/96 00
0430083543 05 11/01/96 0
1587041224 O 10/01/26
0
1540626 074/G01 F 114,100.00 T
360 114,034.35 1
4568 AIRLIE WAY 8.750 897.63 70
8.500 897.63 163,000.00
ANNANDALE VA 22003 1 10/18/96 00
0430086413 05 12/01/96 0
1587046625 O 11/01/26
0
1540629 074/G01 F 123,750.00 ZZ
360 123,490.36 1
1527 MONROE STREET 9.250 1,018.07 75
9.000 1,018.07 165,000.00
HOLLYWOOD FL 33020 1 07/31/96 00
0430083576 05 09/01/96 0
1589056732 O 08/01/26
0
1540630 074/G01 F 33,600.00 T
360 33,544.53 1
1
14921 CAPRI LANE 9.000 270.35 70
8.750 270.35 48,000.00
HUDSON FL 34667 1 08/07/96 00
0430086439 05 10/01/96 0
1589059366 O 09/01/26
0
1540631 074/G01 F 56,000.00 ZZ
360 55,862.82 1
258 SUNSHINE BLVD 8.500 430.60 80
8.250 430.60 70,000.00
WEST PALM BEACH FL 33411 2 07/31/96 00
0430086447 09 09/01/96 0
1589060285 O 08/01/26
0
1540632 074/G01 F 89,900.00 ZZ
360 89,711.39 1
16442 SW 94TH STREET 9.250 739.59 61
9.000 739.59 149,000.00
MIAMI FL 33196 1 08/05/96 00
0430083972 03 09/01/96 0
1589063080 O 08/01/26
0
1540633 074/G01 F 280,000.00 T
360 279,525.57 1
6425 SW 124TH STREET 8.875 2,227.81 66
8.625 2,227.81 430,000.00
PINECREST FL 33156 1 08/06/96 00
0430083964 05 10/01/96 0
1589063454 O 09/01/26
0
1540634 074/G01 F 344,000.00 ZZ
360 343,791.60 1
9 EVERGREEN AVENUE 8.500 2,645.07 80
8.250 2,645.07 430,000.00
KEY HAVEN FL 33040 5 10/23/96 00
0430083246 05 12/01/96 0
1589068764 O 11/01/26
0
1540635 074/G01 F 59,500.00 ZZ
360 59,463.01 1
2500 NE 135TH STREET #C-1201 8.375 452.25 70
8.125 452.25 85,000.00
MIAMI FL 33181 1 10/09/96 00
0430083204 06 12/01/96 0
1
1589075271 O 11/01/26
0
1540636 074/G01 F 120,000.00 T
360 119,929.15 1
1145 LYONTREE STREET 8.625 933.35 61
8.375 933.35 199,574.00
HOLLYWOOD FL 33019 1 10/23/96 00
0430083949 03 12/01/96 0
1589076525 O 11/01/26
0
1540637 074/G01 F 288,000.00 ZZ
360 287,820.99 1
9390 SW 148TH STREET 8.375 2,189.01 80
8.125 2,189.01 360,000.00
MIAMI FL 33176 1 10/17/96 00
0430083956 05 12/01/96 0
1589076649 O 11/01/26
0
1540638 074/G01 F 70,000.00 ZZ
360 69,963.70 1
7340 HARBOUR BOULEVARD 9.250 575.88 63
9.000 575.88 112,000.00
MIRAMAR FL 33023 1 10/25/96 00
0430083584 05 12/01/96 0
1589077018 O 11/01/26
0
1540640 074/G01 F 250,000.00 ZZ
360 249,870.39 1
355 BAY POINT DRIVE 9.250 2,056.69 47
9.000 2,056.69 540,000.00
MELBOURNE FL 32935 5 10/04/96 00
0430083253 03 12/01/96 0
1590022443 O 11/01/26
0
1540641 074/G01 F 85,000.00 ZZ
360 84,942.97 1
6330 HELMS ROAD 8.000 623.70 60
7.750 623.70 142,000.00
PENSACOLA FL 32526 5 10/11/96 00
0430083469 05 12/01/96 0
1590023640 O 11/01/26
0
1
1540643 074/G01 F 262,000.00 ZZ
360 261,567.42 1
54 PINE ISLE COURT 9.000 2,108.12 59
8.750 2,108.12 450,000.00
HENDERSON NV 89014 2 07/26/96 00
0430084178 03 10/01/96 0
1595007414 O 09/01/26
0
1540644 074/G01 F 266,000.00 ZZ
360 265,513.15 1
21111 INDIGO CIRCLE 8.500 2,045.31 95
8.250 2,045.31 280,000.00
HUNTINGTON BEAC CA 92646 1 08/09/96 11
0430079939 05 10/01/96 30
1595008381 O 09/01/26
0
1540645 074/G01 F 288,700.00 ZZ
360 288,525.10 1
16209 EAGLE RIDGE COURT 8.500 2,219.86 80
8.250 2,219.86 360,900.00
LA MIRADA CA 90638 1 10/01/96 00
0430082230 03 12/01/96 0
1595009748 O 11/01/26
0
1540646 074/G01 F 344,000.00 ZZ
360 343,370.35 1
10724 WILSHIRE BLVD #810 8.500 2,645.07 74
8.250 2,645.07 469,000.00
LOS ANGELES CA 90024 1 08/05/96 00
0430086454 01 10/01/96 0
1596009200 O 09/01/26
0
1540647 074/G01 F 350,000.00 ZZ
360 349,776.81 1
1364 NORTH BEVERLY DRIVE 8.250 2,629.44 56
8.000 2,629.44 630,000.00
BEVERLY HILLS CA 90210 1 10/23/96 00
0430083626 05 12/01/96 0
1596013106 O 11/01/26
0
1540648 074/G01 F 384,750.00 ZZ
360 384,522.84 1
757 SWARTHMORE AVENUE 8.625 2,992.55 90
8.375 2,992.55 427,500.00
1
PACIFIC PALISAD CA 90272 1 10/16/96 10
0430083592 05 12/01/96 25
1596013219 O 11/01/26
0
1540649 074/G01 F 400,000.00 ZZ
360 399,763.84 1
748 SOUTHAMPTON DRIVE 8.625 3,111.16 55
8.375 3,111.16 737,000.00
PALO ALTO CA 94303 5 10/16/96 00
0430083295 05 12/01/96 0
1596013547 O 11/01/26
0
1540651 074/G01 F 400,000.00 T
360 399,803.25 1
31663 BROAD BEACH ROAD 9.500 3,363.42 70
9.250 3,363.42 575,000.00
MALIBU CA 90265 1 10/16/96 00
0430086462 05 12/01/96 0
1596014481 O 11/01/26
0
1540652 074/G01 F 222,000.00 ZZ
360 221,851.04 1
5500 PARKMOR ROAD 8.000 1,628.96 90
7.750 1,628.96 247,000.00
CALABASAS CA 91302 1 10/18/96 10
0430083279 05 12/01/96 25
1596014540 O 11/01/26
0
1540655 074/G01 F 326,000.00 ZZ
360 325,797.37 1
9120 PADDOCK LANE 8.375 2,477.84 80
8.125 2,477.84 407,500.00
POTOMAC MD 20854 5 10/21/96 00
0430083600 05 12/01/96 0
1731143303 O 11/01/26
0
1540656 074/G01 F 148,000.00 ZZ
240 147,740.83 1
1829 PEABODY DRIVE 7.750 1,215.00 80
7.500 1,215.00 185,000.00
FALLS CHURCH VA 22043 5 10/24/96 00
0430084194 05 12/01/96 0
1761086333 O 11/01/16
0
1
1540657 074/G01 F 240,000.00 ZZ
360 239,537.72 1
8426 MASTERS COURT 8.250 1,803.04 80
8.000 1,803.04 300,000.00
ALEXANDRIA VA 22308 1 08/06/96 00
0430083618 05 10/01/96 0
1761089251 O 09/01/26
0
1540658 074/G01 F 84,000.00 T
360 83,949.11 1
1478 THE LEDGES 8.500 645.89 77
8.250 645.89 110,000.00
WINTERGREEN VA 22958 5 10/30/96 00
0430086488 01 12/01/96 0
1784034237 O 11/01/26
0
1540659 074/G01 F 255,000.00 ZZ
360 254,845.52 1
10 OXBOW RD 8.500 1,960.73 78
8.250 1,960.73 330,000.00
CANTON MA 02021 1 10/21/96 00
0430084202 05 12/01/96 0
1811064964 O 11/01/26
0
1540660 074/G01 F 225,000.00 ZZ
360 224,860.15 1
LOT 5 AMBERWOOD DRIVE 8.375 1,710.16 90
8.125 1,710.16 250,000.00
EXETER NH 03833 1 10/23/96 04
0430084210 05 12/01/96 25
1815010800 O 11/01/26
0
1540661 074/074 F 292,000.00 ZZ
360 291,671.37 1
11 MONROE PLACE 5 8.875 2,323.29 80
8.625 2,323.29 365,000.00
BROOKLYN NY 11201 1 09/13/96 00
1106016766 11 11/01/96 0
1106016766 O 10/01/26
0
1540662 074/074 F 420,000.00 ZZ
360 419,732.18 2
1
60 RIVERSIDE DRIVE 10A AND 10B 8.250 3,155.32 63
8.000 3,155.32 670,850.00
NEW YORK NY 10024 5 09/27/96 00
1106022725 11 12/01/96 0
1106022725 O 11/01/26
0
1540663 074/074 F 78,750.00 ZZ
360 78,661.36 1
300 WEST 109TH STREET 8.875 626.58 75
UNIT 10H 8.625 626.58 105,000.00
NEW YORK NY 10025 1 09/25/96 00
1111058583 11 11/01/96 0
1111058583 O 10/01/26
0
1540664 074/074 F 370,000.00 ZZ
360 369,022.00 1
116 LYNCROFT RD 8.125 2,747.24 73
7.875 2,747.24 510,000.00
NEW ROCHELLE NY 10804 1 07/03/96 00
1500231956 05 09/01/96 0
1500231956 O 08/01/26
0
1540730 E22/G01 F 320,000.00 ZZ
360 320,000.00 1
28933 SCOTSVIEW DRIVE 8.250 2,404.05 69
8.000 2,404.05 467,000.00
RANCHO PALOS VE CA 90275 1 11/07/96 00
0410289813 05 01/01/97 0
410289813 O 12/01/26
0
1540745 E22/G01 F 360,000.00 ZZ
360 360,000.00 1
28121 EAST PALOS VERDES DRIVE 8.375 2,736.26 80
8.125 2,736.26 450,000.00
RANCHO PALOS VE CA 90275 1 11/07/96 00
0410304265 05 01/01/97 0
410304265 O 12/01/26
0
1540747 E22/G01 F 260,000.00 ZZ
360 260,000.00 1
1525 DANROMAS WAY 8.875 2,068.68 80
8.625 2,068.68 325,000.00
SAN JOSE CA 95129 1 11/07/96 00
0410274518 05 01/01/97 0
1
410274518 O 12/01/26
0
1540759 964/G01 F 516,000.00 ZZ
360 516,000.00 1
520 HAYNE ROAD 8.250 3,876.54 48
8.000 3,876.54 1,075,000.00
HILLSBOROUGH CA 94010 2 11/13/96 00
0430080028 05 01/01/97 0
21094 O 12/01/26
0
1540772 105/G01 F 270,000.00 ZZ
360 269,818.84 1
2242 ESTATE VIEW DRIVE 8.000 1,981.16 90
7.750 1,981.16 300,000.00
SAN ANTONIO TX 78260 1 10/30/96 12
0430086975 03 12/01/96 25
0934398 O 11/01/26
0
1540781 964/G01 F 76,600.00 ZZ
360 76,600.00 1
4173 TETON COURT 8.500 588.99 67
8.250 588.99 115,000.00
IONE CA 95640 2 11/07/96 00
0430079459 03 01/01/97 0
20795 O 12/01/26
0
1540794 450/450 F 135,000.00 ZZ
360 135,000.00 1
1318 BEACHMONT ST 8.125 1,002.37 57
7.875 1,002.37 238,000.00
VENTURA CA 93001 1 11/01/96 00
4188660 05 01/01/97 0
4188660 O 12/01/26
0
1540802 A13/G01 F 274,750.00 ZZ
360 274,750.00 1
45 EDGEWATER DRIVE 8.500 2,112.59 90
8.250 2,112.59 305,300.00
ORCHARD PARK NY 14127 4 11/08/96 12
0430080846 03 01/01/97 25
960114480 O 12/01/26
0
1
1540811 B57/G01 F 290,250.00 ZZ
360 290,250.00 1
3211 DONA EMILIA DRIVE 8.625 2,257.54 75
(STUDIO CITY AREA) 8.375 2,257.54 387,000.00
LOS ANGELES CA 91604 2 11/08/96 00
0430084574 05 01/01/97 0
9610489 O 12/01/26
0
1540818 965/G01 F 193,200.00 ZZ
360 192,939.88 1
15808 SOUTH 7TH DRIVE 8.000 1,417.63 80
7.750 1,417.63 242,500.00
PHOENIX AZ 85045 1 09/27/96 00
0430086777 05 11/01/96 0
177788 O 10/01/26
0
1540824 696/G01 F 235,200.00 ZZ
360 235,200.00 1
1800 CLOVERMEADOW DRIVE 8.375 1,787.69 80
8.125 1,787.69 294,000.00
VIENNA VA 22182 1 11/15/96 00
0430081703 03 01/01/97 0
2368949 O 12/01/26
0
1540827 E26/G01 F 207,200.00 ZZ
360 207,200.00 1
215 HILTON AVENUE 8.875 1,648.58 80
8.625 1,648.58 259,000.00
BALTIMORE MD 21228 1 11/15/96 00
0430083782 05 01/01/97 0
437098 O 12/01/26
0
1540844 975/G01 F 540,000.00 ZZ
360 540,000.00 1
24002 EAST FALCONS VIEW DRIVE 8.000 3,962.33 80
7.750 3,962.33 680,000.00
DIAMOND BAR CA 91765 1 11/14/96 00
0430087403 03 01/01/97 0
962628 O 12/01/26
0
1540864 561/G01 F 223,250.00 ZZ
360 223,111.23 1
5712 HILTON HEAD WAY 8.375 1,696.87 95
8.125 1,696.87 235,000.00
1
ELDERSBURG MD 21784 1 10/24/96 10
0430081653 03 12/01/96 30
8813149 O 11/01/26
0
1540902 E22/G01 F 142,500.00 ZZ
360 142,426.13 1
463 NORTH 15TH STREET 9.250 1,172.31 75
9.000 1,172.31 191,000.00
SAN JOSE CA 95112 2 10/10/96 00
0410154348 05 12/01/96 0
410154348 O 11/01/26
0
1540935 686/G01 F 105,750.00 ZZ
360 105,750.00 1
10526 FELTON AVENUE 8.050 779.65 75
7.800 779.65 141,000.00
LENNOX CA 90304 1 11/04/96 00
0430084491 05 01/01/97 0
817645716 O 12/01/26
0
1540936 686/G01 F 73,500.00 ZZ
360 73,457.71 1
2717 STILLING BOULEVARD 8.750 578.23 70
8.500 578.23 105,000.00
MCHENRY IL 60050 5 10/29/96 00
0430084517 05 12/01/96 0
817712763 O 11/01/26
0
1540937 686/G01 F 112,500.00 ZZ
360 112,500.00 1
7834 N OCONTO 8.875 895.11 75
8.625 895.11 150,000.00
NILES IL 60714 1 11/04/96 00
0430084525 05 01/01/97 0
817714058 O 12/01/26
0
1540938 686/G01 F 118,000.00 ZZ
360 117,932.11 1
19329 S VINCENT DRIVE 8.750 928.31 71
8.500 928.31 168,000.00
OREGON CITY OR 97045 1 10/25/96 00
0430084533 05 12/01/96 0
817894728 O 11/01/26
0
1
1540939 686/G01 F 243,750.00 ZZ
360 243,750.00 1
2200 GREENBROOK PARKWAY 8.250 1,831.22 75
8.000 1,831.22 325,000.00
MATTHEWS NC 28105 1 11/15/96 00
0430084541 03 01/01/97 0
817959125 O 12/01/26
0
1540942 686/G01 F 150,000.00 ZZ
360 150,000.00 1
16 HEATHER HILL WAY 8.250 1,126.90 37
8.000 1,126.90 415,000.00
MENDHAM NJ 07945 2 11/01/96 00
0430084608 05 01/01/97 0
817437197 O 12/01/26
0
1540943 686/G01 F 70,000.00 ZZ
360 69,957.59 1
5 N 154 OAK LEAF COURT 8.500 538.24 68
8.250 538.24 103,000.00
ST CHARLES IL 60174 5 10/31/96 00
0430084657 05 12/01/96 0
817715410 O 11/01/26
0
1540944 686/G01 F 30,000.00 ZZ
360 30,000.00 1
2402 W 75TH STREET 8.200 224.33 20
7.950 224.33 150,000.00
LOS ANGELES CA 90043 5 10/30/96 00
0430084665 05 01/01/97 0
817744493 O 12/01/26
0
1540947 686/G01 F 187,500.00 ZZ
360 187,389.30 1
3922 FINCHER ROAD 8.625 1,458.36 73
8.375 1,458.36 259,000.00
CANTON GA 30114 2 11/01/96 00
0430084731 05 12/01/96 0
817903925 O 11/01/26
0
1540948 686/G01 F 50,000.00 ZZ
360 50,000.00 1
1
107 JEFFERSON STREET 8.500 384.46 42
8.250 384.46 119,900.00
OREGON CITY OR 97045 1 11/04/96 00
0430084749 05 01/01/97 0
817914369 O 12/01/26
0
1540950 686/G01 F 67,400.00 ZZ
360 67,400.00 1
27409 DELTON 8.625 524.24 75
8.375 524.24 89,900.00
MADISON HEIGHTS MI 48071 1 11/08/96 00
0430084756 05 01/01/97 0
817716087 O 12/01/26
0
1540951 686/G01 F 126,750.00 ZZ
360 126,750.00 1
236 SANFORD AVENUE 8.200 947.78 75
7.950 947.78 170,000.00
EMERSON NJ 07630 1 11/08/96 00
0430084764 05 01/01/97 0
817780265 O 12/01/26
0
1540952 686/G01 F 121,100.00 ZZ
360 121,100.00 1
93 INDIANA AVENUE 7.700 863.40 71
7.450 863.40 172,000.00
LONG BEACH NY 11561 1 11/08/96 00
0430084772 05 01/01/97 0
817856149 O 12/01/26
0
1540953 686/G01 F 104,000.00 ZZ
360 104,000.00 1
1430 BENNER SCHOOL ROAD 8.250 781.32 55
8.000 781.32 191,000.00
QUAKERTOWN PA 18951 5 11/04/96 00
0430084780 05 01/01/97 0
817859085 O 12/01/26
0
1540954 686/G01 F 182,000.00 ZZ
360 182,000.00 1
205 HOLY CROSS ROAD 8.375 1,383.34 75
8.125 1,383.34 245,000.00
STREET MD 21154 2 11/04/96 00
0430084798 05 01/01/97 0
1
817863459 O 12/01/26
0
1540956 686/G01 F 412,000.00 ZZ
360 412,000.00 1
50369 ROAD 420 8.250 3,095.22 69
8.000 3,095.22 600,000.00
COARSEGOLD CA 93614 2 11/01/96 00
0430084814 05 01/01/97 0
817680531 O 12/01/26
0
1540957 686/G01 F 216,000.00 ZZ
360 216,000.00 1
1113 CAMINO BISCAY 8.250 1,622.74 80
8.000 1,622.74 270,000.00
CHULA VISTA CA 91910 1 11/06/96 00
0430084822 05 01/01/97 0
817680895 O 12/01/26
0
1540958 686/G01 F 60,000.00 ZZ
360 60,000.00 1
35188 SAVANNAH COURT 8.500 461.35 27
8.250 461.35 225,000.00
FARMINGTON HILL MI 48331 5 11/05/96 00
0430084863 05 01/01/97 0
817715329 O 12/01/26
0
1540959 686/G01 F 50,000.00 ZZ
360 50,000.00 1
2825 ALLEN AVENUE 8.100 370.38 30
7.850 370.38 167,250.00
UNION NJ 07083 1 11/12/96 00
0430084954 05 01/01/97 0
817782022 O 12/01/26
0
1540961 686/G01 F 228,800.00 ZZ
360 228,800.00 1
5731 LAKESHORE DRIVE 8.000 1,678.86 80
7.750 1,678.86 286,000.00
ANN ARBOR MI 48108 1 11/12/96 00
0430084970 05 01/01/97 0
817716053 O 12/01/26
0
1
1540963 686/G01 F 162,000.00 ZZ
360 162,000.00 1
949 CAMBRIDGE ROAD 8.150 1,205.69 45
7.900 1,205.69 365,000.00
REDWOOD CITY CA 94061 2 11/05/96 00
0430085043 05 01/01/97 0
817927643 O 12/01/26
0
1540964 686/G01 F 35,000.00 ZZ
360 35,000.00 1
763 LINDSAY AVENUE 8.625 272.23 49
8.375 272.23 72,000.00
AKRON OH 44306 5 11/08/96 00
0430085068 05 01/01/97 0
817716210 O 12/01/26
0
1540965 686/G01 F 95,000.00 ZZ
360 95,000.00 1
19 THOMAS PLACE 8.440 726.44 66
8.190 726.44 145,000.00
SMITHTOWN NY 11787 1 11/14/96 00
0430085076 05 01/01/97 0
817763352 O 12/01/26
0
1540969 163/G01 F 270,000.00 ZZ
360 270,000.00 1
8202 INDIGO AVENUE N E 8.250 2,028.42 77
8.000 2,028.42 355,000.00
ALBUQUERQUE NM 87122 2 11/08/96 00
0430080606 05 01/01/97 0
0372101172 O 12/01/26
0
1540970 163/G01 F 275,000.00 ZZ
360 274,815.47 1
401 MIDENHALL WAY 8.000 2,017.86 62
7.750 2,017.86 447,616.00
CARY NC 27513 1 10/15/96 00
0430080713 03 12/01/96 0
56318320 O 11/01/26
0
1540971 163/G01 F 275,000.00 ZZ
360 274,833.41 1
103 CEDAR DRIVE 8.500 2,114.51 56
8.250 2,114.51 495,000.00
1
GREAT NECK NY 11021 1 10/22/96 00
0430080655 05 12/01/96 0
UNKNOWN O 11/01/26
0
1540972 163/G01 F 226,500.00 ZZ
360 226,362.78 1
1616 BEACH DRIVE 8.500 1,741.59 75
8.250 1,741.59 302,000.00
GULFPORT MS 39507 5 10/25/96 00
0430080952 05 12/01/96 0
56672710 O 11/01/26
0
1540973 163/G01 F 240,000.00 ZZ
360 239,858.30 1
33 LIBERTY AVENUE 8.625 1,866.70 80
8.375 1,866.70 302,000.00
LEXINGTON MA 02173 1 10/31/96 00
0430080671 05 12/01/96 0
0372229122 O 11/01/26
0
1540995 601/G01 F 300,000.00 ZZ
360 300,000.00 1
2936 GLENGARY ROAD 8.125 2,227.50 80
7.875 2,227.50 375,000.00
SHAKER HTS OH 44120 1 11/19/96 00
0430083303 05 01/01/97 0
865364 O 12/01/26
0
1541001 E22/G01 F 152,000.00 ZZ
360 152,000.00 1
2510 EAST 125TH WAY 8.125 1,128.60 80
7.875 1,128.60 190,000.00
DENVER CO 80241 2 11/05/96 00
0410284632 05 01/01/97 0
410284632 O 12/01/26
0
1541031 074/074 F 387,000.00 ZZ
360 386,564.49 1
101 MONTGOMERY CIRCLE 8.875 3,079.15 90
8.625 3,079.15 430,000.00
NEW ROCHELLE NY 10804 1 10/01/96 04
1500261990 05 11/01/96 25
1500261990 O 10/01/26
0
1
1541040 B75/G01 F 286,000.00 ZZ
360 286,000.00 1
3816 49TH STREET N W 8.500 2,199.09 80
8.250 2,199.09 357,500.00
WASHINGTON DC 20016 1 11/08/96 00
0430087197 05 01/01/97 0
2509594 O 12/01/26
0
1541047 624/G01 F 249,950.00 ZZ
360 249,950.00 1
2136 SOUTHWEST VISTA AVENUE 8.250 1,877.79 72
8.000 1,877.79 349,950.00
PORTLAND OR 97201 1 11/18/96 00
0430083824 05 01/01/97 0
84052760026 O 12/01/26
0
1541051 624/G01 F 208,000.00 ZZ
360 208,000.00 1
1481 MARIA WAY 8.125 1,544.39 80
7.875 1,544.39 260,000.00
SAN JOSE CA 95117 1 11/06/96 00
0430087999 05 01/01/97 0
630016161536 O 12/01/26
0
1541056 765/G01 F 240,000.00 ZZ
360 240,000.00 1
9863 NOVARA LANE 8.375 1,824.18 80
8.125 1,824.18 300,000.00
CYPRESS CA 90630 1 11/08/96 00
0430084848 05 01/01/97 0
140096 O 12/01/26
0
1541061 765/G01 F 495,000.00 ZZ
360 495,000.00 1
1561 GATES AVENUE 8.250 3,718.77 70
8.000 3,718.77 710,000.00
MANHATTAN BEACH CA 90266 1 11/08/96 00
0430085217 05 01/01/97 0
318585 O 12/01/26
0
1541062 E22/G01 F 382,500.00 ZZ
360 382,500.00 1
1
4040 LA PLAYA BLVD 8.625 2,975.05 75
8.375 2,975.05 510,000.00
COCONUT GROVE FL 33133 1 11/19/96 00
0410250286 05 01/01/97 0
410250286 O 12/01/26
0
1541067 B57/G01 F 221,600.00 ZZ
360 221,600.00 1
470 S. FAIRVIEW STREET 8.000 1,626.03 80
7.750 1,626.03 277,000.00
BURBANK CA 91505 1 11/12/96 00
0430088559 05 01/01/97 0
9612009 O 12/01/26
0
1541070 881/G01 F 212,750.00 ZZ
360 212,750.00 1
3412 RUSSELL STREET 8.500 1,635.86 74
8.250 1,635.86 287,500.00
SAN DIEGO CA 92106 2 11/08/96 00
0430087775 05 01/01/97 0
103925 O 12/01/26
0
1541076 461/G01 F 250,000.00 ZZ
360 250,000.00 1
6326 MONERO DRIVE 8.125 1,856.25 63
7.875 1,856.25 400,000.00
RANCHO PALOS VE CA 90275 1 11/15/96 00
0430085332 05 01/01/97 0
21264080 O 12/01/26
0
1541098 667/G01 F 338,000.00 ZZ
360 338,000.00 1
7469 RUTHERFORD HILL DRIVE 8.125 2,509.65 80
7.875 2,509.65 422,520.00
WEST HILLS AREA CA 91304 1 11/12/96 00
0430087494 03 01/01/97 0
74000054 O 12/01/26
0
1541103 E22/G01 F 334,400.00 ZZ
360 334,400.00 1
203 WEMBLY DRIVE 8.375 2,541.68 80
8.125 2,541.68 418,000.00
DANVILLE CA 94526 1 11/13/96 00
0410265649 05 01/01/97 0
1
410265649 O 12/01/26
0
1541107 369/G01 F 303,700.00 ZZ
360 303,700.00 1
5004 HICKORY HILLS DRIVE 8.500 2,335.20 80
8.250 2,335.20 379,650.00
WOODSTOCK GA 30188 1 11/04/96 00
0430087056 03 01/01/97 0
0060238292 O 12/01/26
0
1541116 685/G01 F 217,350.00 ZZ
360 217,350.00 1
35 TOULON AVENUE 8.250 1,632.88 80
8.000 1,632.88 271,730.00
FOOTHILL RANCH CA 92610 1 11/18/96 00
0430080937 03 01/01/97 0
106082 O 12/01/26
0
1541118 685/G01 F 176,000.00 ZZ
360 176,000.00 1
21235 LIMBER 7.875 1,276.12 80
7.625 1,276.12 220,000.00
MISSION VIEJO CA 92692 1 11/19/96 00
0430081158 03 01/01/97 0
106108 O 12/01/26
0
1541129 685/G01 F 289,500.00 ZZ
360 289,500.00 1
9864 NOVARA LANE 8.250 2,174.92 80
8.000 2,174.92 361,881.00
CYPRESS CA 90630 1 11/18/96 00
0430080903 05 01/01/97 0
105952 O 12/01/26
0
1541131 685/G01 F 337,600.00 ZZ
360 337,600.00 1
4530 LITTLETON PLACE 8.250 2,536.28 80
8.000 2,536.28 422,000.00
LA CANADA FLINT CA 91011 1 11/18/96 00
0430080887 05 01/01/97 0
106080 O 12/01/26
0
1
1541178 A13/G01 F 240,700.00 ZZ
360 240,700.00 1
5600 STAGE STOP CIRCLE 8.125 1,787.19 80
7.875 1,787.19 300,875.00
AUSTIN TX 78736 4 11/08/96 00
0430088294 05 01/01/97 0
960058712 O 12/01/26
0
1541232 E22/G01 F 202,500.00 ZZ
360 202,500.00 1
1525 CORAL RIDGE DRIVE 8.625 1,575.02 75
8.375 1,575.02 270,000.00
FORT LAUDERDALE FL 33306 5 11/15/96 00
0410250351 05 01/01/97 0
410250351 O 12/01/26
0
1541237 E22/G01 F 268,700.00 ZZ
360 268,700.00 1
1760 COLONY WAY 8.125 1,995.09 80
7.875 1,995.09 335,948.00
GILROY CA 95020 1 11/14/96 00
0410156129 05 01/01/97 0
410156129 O 12/01/26
0
1541238 E22/G01 F 232,200.00 ZZ
360 232,200.00 1
3080 ORCHARD VIEW COURT 8.250 1,744.44 90
8.000 1,744.44 258,000.00
FAIRFIELD CA 94533 2 11/11/96 04
0410230536 05 01/01/97 25
410230536 O 12/01/26
0
1541242 E22/G01 F 243,200.00 ZZ
360 243,200.00 1
749 POLLARD ROAD 8.125 1,805.75 80
7.875 1,805.75 304,000.00
LOS GATOS CA 95030 1 11/12/96 00
0410232920 05 01/01/97 0
410232920 O 12/01/26
0
1541262 E22/G01 F 121,600.00 ZZ
360 121,600.00 1
10160 WEST GRAND 8.375 924.25 80
8.125 924.25 152,000.00
1
LITTLETON CO 80127 2 11/11/96 00
0410289565 05 01/01/97 0
410289565 O 12/01/26
0
1541263 195/G01 F 214,000.00 ZZ
360 214,000.00 1
1512 REDFERN DRIVE 8.875 1,702.69 80
8.625 1,702.69 267,500.00
UPR ST. CLAIR T PA 15241 1 11/14/96 00
0430086876 05 01/01/97 0
50713 O 12/01/26
0
1541268 575/G01 F 266,950.00 ZZ
360 266,950.00 1
10 HATTON DRIVE 9.000 2,147.94 95
8.750 2,147.94 281,000.00
SEVERNA PARK MD 21146 1 11/15/96 14
0430086827 05 01/01/97 30
432012541 O 12/01/26
0
1541303 668/G01 F 268,000.00 ZZ
360 268,000.00 1
15805 PAUMA VALLEY DRIVE 8.625 2,084.48 79
8.375 2,084.48 340,000.00
PAUMA VALLEY CA 92061 1 11/12/96 00
0430088799 03 01/01/97 0
0007006588 O 12/01/26
0
1541320 668/G01 F 416,000.00 ZZ
360 416,000.00 1
4686 GREEN VALLEY LANE 8.000 3,052.47 80
7.750 3,052.47 520,000.00
SUISUN CITY CA 94585 1 11/04/96 00
0430088807 05 01/01/97 0
0006977151 O 12/01/26
0
1541324 685/G01 F 218,200.00 ZZ
360 218,200.00 1
6645 TOWHEE LANE 8.125 1,620.13 80
7.875 1,620.13 272,800.00
CARLSBAD CA 92009 1 11/14/96 00
0430082438 03 01/01/97 0
105992 O 12/01/26
0
1
1541328 685/G01 F 258,700.00 ZZ
360 258,700.00 1
8812 ARCEL CIRCLE 7.875 1,875.75 75
7.625 1,875.75 345,000.00
HUNTINGTON BEAC CA 92646 2 11/14/96 00
0430082826 05 01/01/97 0
106180 O 12/01/26
0
1541333 375/G01 F 200,900.00 ZZ
360 200,655.72 1
1 MONTEREY POINTE DR 8.500 1,544.75 75
8.250 1,544.75 267,900.00
PALM BEACH GARD FL 33418 1 09/18/96 00
0430088815 03 11/01/96 0
0000412874 O 10/01/26
0
1541336 685/G01 F 212,000.00 ZZ
360 212,000.00 1
956 MATTHEW WAY 7.875 1,537.15 80
7.625 1,537.15 266,000.00
ANAHEIM CA 92808 1 11/19/96 00
0430084699 03 01/01/97 0
105989 O 12/01/26
0
1541344 387/387 F 250,000.00 ZZ
360 249,832.26 1
8960 NESBIT LAKES DRIVE 8.000 1,834.41 75
7.625 1,834.41 333,530.00
ALPHARETTA GA 30302 1 10/25/96 00
825521 03 12/01/96 0
825521 O 11/01/26
0
1541345 387/387 F 185,600.00 ZZ
360 185,481.65 1
6510 EAST SAINT GERMAIN CIRCLE 8.250 1,394.35 80
7.625 1,394.35 232,000.00
ORANGE CA 92669 1 10/15/96 00
825588 03 12/01/96 0
825588 O 11/01/26
0
1541347 387/387 F 412,000.00 ZZ
360 411,716.46 1
1
519 SOUTH GRETNA GREEN WAY 7.875 2,987.29 80
7.625 2,987.29 515,000.00
LOS ANGELES CA 90049 1 10/17/96 00
827147 05 12/01/96 0
827147 O 11/01/26
0
1541348 387/387 F 190,400.00 ZZ
360 190,272.24 1
32731 WRIGHT ROAD 8.000 1,397.09 80
7.625 1,397.09 238,000.00
MAGNOLIA TX 77355 1 10/22/96 00
827485 05 12/01/96 0
827485 O 11/01/26
0
1541349 387/387 F 245,600.00 ZZ
360 245,435.20 1
1445 CARIBOU WAY 8.000 1,802.13 80
7.625 1,802.13 307,041.00
ALPHARETTA GA 30202 1 10/25/96 00
828947 03 12/01/96 0
828947 O 11/01/26
0
1541350 387/387 F 240,000.00 ZZ
360 239,843.01 1
21642 HONEYSUCKLE STREET 8.125 1,781.99 70
7.625 1,781.99 345,000.00
TRABUCO CANYON CA 92679 1 10/09/96 00
823385 03 12/01/96 0
823385 O 11/01/26
0
1541351 387/387 F 300,000.00 ZZ
360 299,818.26 1
3212 MORRIS DRIVE 8.500 2,306.74 63
7.625 2,306.74 480,000.00
PALO ALTO CA 94303 2 10/16/96 00
824490 05 12/01/96 0
824490 O 11/01/26
0
1541352 387/387 F 141,400.00 ZZ
360 141,312.10 1
7714 CADENZA COURT 8.375 1,074.75 74
7.625 1,074.75 191,437.00
HOUSTON TX 77040 1 10/18/96 00
825075 03 12/01/96 0
1
825075 O 11/01/26
0
1541353 387/387 F 180,000.00 ZZ
360 179,882.26 1
8631 ORANGEWOOD AVENUE 8.125 1,336.49 80
7.625 1,336.49 225,000.00
GARDEN GROVE CA 92641 1 10/07/96 00
817437 05 12/01/96 0
817437 O 11/01/26
0
1541355 387/387 F 217,550.00 ZZ
360 217,414.78 1
21382 HIGH COUNTRY DRIVE 8.375 1,653.54 95
7.625 1,653.54 229,000.00
TRABUCO CANYON CA 92679 1 10/17/96 19
822890 03 12/01/96 30
822890 O 11/01/26
0
1541357 387/387 F 485,600.00 ZZ
360 485,274.17 1
12167 LEVEN LANE 8.000 3,563.16 80
7.625 3,563.16 607,000.00
LOS ANGELES CA 90049 1 10/21/96 00
827782 05 12/01/96 0
827782 O 11/01/26
0
1541358 387/387 F 272,000.00 ZZ
360 271,826.55 1
927 PRIMROSE AVENUE 8.250 2,043.45 80
7.625 2,043.45 340,000.00
SUNNYVALE CA 94086 2 10/11/96 00
821579 05 12/01/96 0
821579 O 11/01/26
0
1541359 387/387 F 232,000.00 ZZ
360 231,859.45 1
2980 CEBADA CANYON ROAD 8.500 1,783.88 80
7.625 1,783.88 290,000.00
LOMPOC CA 93436 1 10/07/96 00
820795 05 12/01/96 0
820795 O 11/01/26
0
1
1541361 387/387 F 247,600.00 ZZ
360 247,457.54 1
44 WELLINGTON OAKS CIRCLE 8.750 1,947.88 80
7.625 1,947.88 309,506.00
DENTON TX 76205 1 10/18/96 00
819128 05 12/01/96 0
819128 O 11/01/26
0
1541362 387/387 F 278,850.00 ZZ
360 278,681.07 1
30931 VIA ERRECARTE 8.500 2,144.12 90
7.625 2,144.12 309,900.00
SAN JUAN CAPIST CA 92675 1 10/01/96 04
812289 05 12/01/96 25
812289 O 11/01/26
0
1541437 131/G01 F 139,000.00 ZZ
360 138,708.40 1
11583 LANDING PLACE 9.250 1,143.52 73
9.000 1,143.52 191,000.00
NORTH PALM BEAC FL 33408 5 07/18/96 00
0430089565 03 09/01/96 0
9784159 O 08/01/26
0
1541439 623/623 F 209,750.00 ZZ
360 209,750.00 1
14930 SOUTHWEST GEARHART DRIV 8.250 1,575.79 90
8.000 1,575.79 233,092.00
BEAVERTON OR 97007 1 11/11/96 10
37096062 05 01/01/97 25
37096062 O 12/01/26
0
1541478 267/267 F 274,400.00 ZZ
360 274,400.00 1
19717 WELLS DRIVE 8.375 2,085.64 80
8.125 2,085.64 343,000.00
WOODLAND HILLS CA 91364 1 11/01/96 00
4422709 05 01/01/97 0
4422709 O 12/01/26
0
1541486 F30/G01 F 251,000.00 ZZ
360 251,000.00 1
4056 WEST MULEY COURT 8.000 1,841.75 75
7.750 1,841.75 335,500.00
1
BLUFFDALE UT 84065 5 11/18/96 00
0430085183 05 01/01/97 0
102419 O 12/01/26
0
1541491 685/G01 F 217,550.00 ZZ
360 217,550.00 1
33 TOULON AVENUE 8.000 1,596.30 80
7.750 1,596.30 271,990.00
FOOTHILL RANCH CA 92610 1 11/19/96 00
0430088385 03 01/01/97 0
106131 O 12/01/26
0
1541494 744/G01 F 245,000.00 ZZ
360 245,000.00 1
34 DIABLO COURT 8.625 1,905.58 77
8.375 1,905.58 319,000.00
DANVILLE CA 94526 2 11/13/96 00
0430086983 05 01/01/97 0
21776 O 12/01/26
0
1541499 698/G01 F 220,000.00 ZZ
360 220,000.00 1
252 KNOX STREET 8.250 1,652.79 80
8.000 1,652.79 275,000.00
COSTA MESA CA 92627 1 11/04/96 00
0430087916 05 01/01/97 0
6405181 O 12/01/26
0
1541501 470/G01 F 222,400.00 ZZ
360 222,400.00 1
1808 VILLARITA DRIVE 8.375 1,690.41 80
8.125 1,690.41 278,000.00
CAMPBELL CA 95008 1 11/07/96 00
0430088450 05 01/01/97 0
22010107 O 12/01/26
0
1541502 765/G01 F 90,250.00 ZZ
360 90,250.00 1
7737 CREEKSIDE ROAD 8.625 701.96 95
8.375 701.96 95,000.00
WRIGHTWOOD (ARE CA 92397 2 11/13/96 11
0430087973 05 01/01/97 30
318647 O 12/01/26
0
1
1541511 927/G01 F 153,300.00 T
360 153,300.00 1
3607 HEMLOCK WAY 8.625 1,192.36 70
8.375 1,192.36 221,000.00
RENO NV 89509 1 11/13/96 00
0430086850 05 01/01/97 0
214379 O 12/01/26
0
1541559 E22/G01 F 275,000.00 ZZ
360 275,000.00 1
27047 PEBBLE BEACH COURT 8.250 2,065.98 64
8.000 2,065.98 430,000.00
CRETE IL 60410 5 11/07/96 00
0410265300 05 01/01/97 0
410265300 O 12/01/26
0
1541574 E22/G01 F 112,800.00 ZZ
360 112,800.00 1
5835 BAJA DRIVE 8.250 847.43 80
8.000 847.43 141,000.00
SAN DIEGO CA 92115 1 11/08/96 00
0410266605 05 01/01/97 0
410266605 O 12/01/26
0
1541579 E22/G01 F 190,000.00 ZZ
360 189,893.48 1
10801 ROUND VALLEY ROAD 8.875 1,511.73 70
8.625 1,511.73 273,750.00
GRASS VALLEY CA 95949 5 10/22/96 00
0410273452 05 12/01/96 0
410273452 O 11/01/26
0
1541616 696/G01 F 364,000.00 ZZ
360 364,000.00 1
3669 UPTON STREET NW 8.625 2,831.15 80
8.375 2,831.15 455,000.00
WASHINGTON DC 20008 1 11/22/96 00
0430084228 05 01/01/97 0
3124603 O 12/01/26
0
1541662 696/G01 F 168,550.00 ZZ
360 168,550.00 1
1
10406 HEATHSIDE WAY 8.250 1,266.26 80
8.000 1,266.26 210,730.00
POTOMAC MD 20854 1 11/20/96 00
0430086942 09 01/01/97 0
3194718 O 12/01/26
0
1541669 696/G01 F 283,300.00 ZZ
360 283,300.00 1
8333 EXODUS DRIVE 8.375 2,153.28 90
8.125 2,153.28 314,888.00
GAITHERSBURG MD 20882 1 11/21/96 10
0430086934 05 01/01/97 25
3194742 O 12/01/26
0
1541680 A02/G01 F 279,000.00 ZZ
360 279,000.00 1
2123 SHERIDAN ROAD 8.250 2,096.03 74
8.000 2,096.03 380,000.00
BUFFALO GROVE IL 60089 1 11/22/96 00
0430085407 05 01/01/97 0
588902 O 12/01/26
0
1541706 964/G01 F 242,300.00 ZZ
360 242,300.00 1
2330 MASTERS ROAD 7.875 1,756.84 80
7.625 1,756.84 302,960.00
CARLSBAD CA 92008 1 11/18/96 00
0430084343 03 01/01/97 0
21176 O 12/01/26
0
1541712 964/G01 F 152,000.00 ZZ
360 152,000.00 1
6853 RENATO COURT 8.125 1,128.60 80
7.875 1,128.60 191,000.00
CHINO CA 91710 1 11/15/96 00
0430083675 05 01/01/97 0
21012 O 12/01/26
0
1541729 976/G01 F 220,000.00 ZZ
360 220,000.00 1
1361 HERITAGE OAK WAY 8.500 1,691.61 80
8.250 1,691.61 275,000.00
RESTON VA 22094 2 11/08/96 00
0430088641 09 01/01/97 0
1
330130 O 12/01/26
0
1541732 731/G01 F 276,500.00 ZZ
360 276,500.00 1
6004 SUGARLOAF ROAD 8.500 2,126.05 74
8.250 2,126.05 375,000.00
BOULDER CO 80302 2 11/19/96 00
0430088088 05 01/01/97 0
591010177 O 12/01/26
0
1541741 664/G01 F 265,000.00 ZZ
360 265,000.00 3
1445 W CORTEZ STREET 8.875 2,108.46 65
8.625 2,108.46 412,300.00
CHICAGO IL 60622 1 11/21/96 00
0430090555 05 01/01/97 0
2236404 O 12/01/26
0
1541779 069/G01 F 431,900.00 ZZ
360 431,900.00 1
928 PENINSULA AVENUE 8.125 3,206.85 80
7.875 3,206.85 539,900.00
CLAREMONT CA 91711 1 10/29/96 00
0430088591 05 01/01/97 0
2362141794 O 12/01/26
0
1541784 375/G01 F 330,000.00 ZZ
360 329,455.19 3
1706 W BYRON ST 9.000 2,655.25 90
8.750 2,655.25 367,000.00
CHICAGO IL 60613 1 08/28/96 14
0430088765 05 10/01/96 25
418644 O 09/01/26
0
1541889 696/G01 F 73,550.00 ZZ
360 73,550.00 1
10445 HEATSIDE WAY 8.500 565.54 80
8.250 565.54 91,950.00
POTOMAC MD 20854 1 11/21/96 00
0430088062 09 01/01/97 0
3194801 O 12/01/26
0
1
1541891 696/G01 F 300,000.00 ZZ
360 300,000.00 1
616 SOUTH ROYAL STREET 7.625 2,123.38 80
7.375 2,123.38 375,000.00
ALEXANDRIA VA 22314 1 11/25/96 00
0430084855 07 01/01/97 0
2278965 O 12/01/26
0
1542162 E22/G01 F 252,000.00 ZZ
360 252,000.00 1
313 35TH STREET 8.250 1,893.19 80
8.000 1,893.19 315,000.00
NEWPORT BEACH CA 92663 1 11/22/96 00
0410236103 05 01/01/97 0
410236103 O 12/01/26
0
1542163 E22/G01 F 215,000.00 ZZ
360 215,000.00 1
4710 WEST ROUND TOP DRIVE 8.375 1,634.16 72
8.125 1,634.16 300,000.00
LOS ANGELES CA 90065 2 11/15/96 00
0410304125 05 01/01/97 0
410304125 O 12/01/26
0
1542165 E22/G01 F 238,300.00 ZZ
360 238,300.00 1
6521 WEST 84TH PLACE 8.125 1,769.37 90
7.875 1,769.37 265,000.00
LOS ANGELES CA 90045 1 11/13/96 04
0410306732 05 01/01/97 25
410306732 O 12/01/26
0
1542171 E22/G01 F 427,000.00 ZZ
360 427,000.00 1
2233 TUSCANY CIRCLE 8.250 3,207.91 80
8.000 3,207.91 535,065.00
LIVERMORE CA 94550 2 11/19/96 00
0410235303 05 01/01/97 0
410235303 O 12/01/26
0
1542182 E22/G01 F 272,000.00 T
360 272,000.00 1
410 ORANGE STREET 8.500 2,091.44 85
8.250 2,091.44 320,000.00
1
WILMINGTON NC 28401 1 11/22/96 12
0410239610 05 01/01/97 25
410239610 O 12/01/26
0
1542192 956/G01 F 370,000.00 ZZ
360 370,000.00 1
41366 CHARLITA COURT 8.500 2,844.98 69
8.250 2,844.98 540,000.00
FREMONT CA 94539 1 11/06/96 00
0430090753 05 01/01/97 0
610185 O 12/01/26
0
1542193 450/G01 F 237,000.00 ZZ
360 237,000.00 1
9191 TAN BAY 9.000 1,906.96 71
8.750 1,906.96 337,000.00
COMERCE TWP MI 48382 1 11/11/96 00
0430089805 05 01/01/97 0
8714172250 O 12/01/26
0
1542413 696/G01 F 288,000.00 ZZ
360 288,000.00 1
9624 OLD SPRING ROAD 7.875 2,088.20 80
7.625 2,088.20 360,000.00
KENSINGTON MD 20895 1 11/25/96 00
0430086991 05 01/01/97 0
3014653 O 12/01/26
0
1542489 964/G01 F 228,000.00 ZZ
360 228,000.00 1
7 SEABRIDGE ROAD 8.125 1,692.89 80
7.875 1,692.89 285,000.00
LAGUNA NIGUEL CA 92677 1 11/13/96 00
0430086769 03 01/01/97 0
21017 O 12/01/26
0
1542506 964/G01 F 321,600.00 ZZ
360 321,600.00 1
20 OAK MOUNTAIN COURT 7.875 2,331.82 80
7.625 2,331.82 402,000.00
SAN RAFAEL CA 94903 1 11/19/96 00
0430087361 05 01/01/97 0
21255 O 12/01/26
0
1
1542537 E82/G01 F 94,400.00 ZZ
360 94,400.00 1
1942 ROCKLAND DRIVE NW 8.125 700.92 73
7.875 700.92 130,000.00
SALEM OR 97304 1 11/25/96 00
0400021671 05 01/01/97 0
400021671 O 12/01/26
0
1542552 601/G01 F 247,500.00 ZZ
360 247,500.00 1
8220 CREST ROAD 9.000 1,991.44 75
8.750 1,991.44 330,000.00
LAUREL MD 20723 2 11/01/96 00
0430087122 03 01/01/97 0
1102631 O 12/01/26
0
1542577 E22/G01 F 100,000.00 ZZ
360 100,000.00 1
11955 CENTER DRIVE 8.750 786.70 62
8.500 786.70 163,500.00
LEMONT IL 60439 5 11/13/96 00
0410203061 05 01/01/97 0
410203061 O 12/01/26
0
1542596 696/G01 F 338,400.00 ZZ
360 338,400.00 1
3753 N OAKLAND STREET 7.625 2,395.17 80
7.375 2,395.17 423,000.00
ARLINGTON VA 22207 1 11/25/96 00
0430087031 05 01/01/97 0
2138939 O 12/01/26
0
1542600 696/G01 F 242,000.00 ZZ
360 242,000.00 1
7226 TANAGER STREET 8.250 1,818.07 80
8.000 1,818.07 303,000.00
SPRINGFIELD VA 22150 2 11/19/96 00
0430088252 05 01/01/97 0
2178973 O 12/01/26
0
1542601 E22/G01 F 93,700.00 ZZ
360 93,700.00 1
1
5756 EMERALD CAY TERRACE 8.000 687.54 75
7.750 687.54 124,990.00
BOYNTON BEACH FL 33437 1 11/25/96 00
0410116206 09 01/01/97 0
410116206 O 12/01/26
0
1542607 E22/G01 F 79,600.00 ZZ
360 79,600.00 1
685 SOUTH 15TH STREET 8.750 626.21 80
8.500 626.21 99,500.00
LEBANON OR 97355 1 11/04/96 00
0410222095 05 01/01/97 0
410222095 O 12/01/26
0
1542622 E22/G01 F 150,100.00 ZZ
360 150,100.00 1
2684 REMINGTON COURT #A 8.000 1,101.38 80
7.750 1,101.38 187,645.00
MORGAN HILL CA 95037 1 11/13/96 00
0410230650 05 01/01/97 0
410230650 O 12/01/26
0
1542743 181/181 F 138,000.00 ZZ
360 138,000.00 1
2094 PRAIRIE OWL ROAD 8.375 1,048.90 78
8.125 1,048.90 179,000.00
PARKER CO 80134 5 11/04/96 00
5393451 05 01/01/97 0
5393451 O 12/01/26
0
1542748 181/181 F 332,200.00 ZZ
360 331,982.69 1
4778 OLD TIMBER RIDGE 8.125 2,466.58 80
7.875 2,466.58 420,000.00
MARIETTA GA 30068 2 10/30/96 00
5373352 05 12/01/96 0
5373352 O 11/01/26
0
1542755 181/181 F 260,000.00 ZZ
360 260,000.00 1
498 SALT STREET 8.000 1,907.79 80
7.750 1,907.79 325,000.00
WINSTON SALEM NC 27101 1 11/08/96 00
5374936 05 01/01/97 0
1
5374936 O 12/01/26
0
1542778 181/181 F 375,000.00 ZZ
360 374,772.82 1
57 ABERDEEN PLACE 8.500 2,883.43 78
8.250 2,883.43 485,000.00
CLAYTON MO 63105 2 10/15/96 00
5379661 05 12/01/96 0
5379661 O 11/01/26
0
1542801 136/G01 F 130,000.00 ZZ
360 129,925.21 1
3056 GOMER STREET 8.750 1,022.71 73
8.500 1,022.71 180,000.00
YORKTOWN HEIGHT NY 10598 1 11/01/96 00
0430089797 05 12/01/96 0
1108927 O 11/01/26
0
1542826 964/G01 F 274,400.00 ZZ
360 274,400.00 1
115 LELAND WAY 8.000 2,013.45 80
7.750 2,013.45 343,000.00
TIBURON CA 94920 1 11/21/96 00
0430087767 05 01/01/97 0
21199 O 12/01/26
0
1542831 964/G01 F 332,000.00 ZZ
360 332,000.00 1
4759 HILLSBORO CIRCLE 8.250 2,494.21 80
8.000 2,494.21 415,000.00
SANTA ROSA CA 95405 1 11/12/96 00
0430087692 03 01/01/97 0
20731 O 12/01/26
0
1542839 696/G01 F 176,000.00 ZZ
360 176,000.00 1
7200 MING TREE COURT 8.000 1,291.43 80
7.750 1,291.43 220,000.00
SPRINGFIELD VA 22152 1 11/27/96 00
0430087726 05 01/01/97 0
2179021 O 12/01/26
0
1
1542858 E22/G01 F 222,600.00 T
360 222,600.00 1
160 FIDDLERS RIDGE 8.500 1,711.60 70
8.250 1,711.60 318,000.00
FAIRBURN GA 30213 1 11/26/96 00
0410252332 05 01/01/97 0
410252332 O 12/01/26
0
1542871 E22/G01 F 281,000.00 ZZ
360 281,000.00 1
21551 SANTA ANA ROAD 8.250 2,111.06 75
8.000 2,111.06 375,000.00
LOS GATOS CA 95030 5 11/15/96 00
0410235568 05 01/01/97 0
410235568 O 12/01/26
0
1543081 A39/G01 F 456,000.00 ZZ
360 456,000.00 1
17846 MOUNTAIN RANCH ROAD 8.125 3,385.79 80
7.875 3,385.79 570,000.00
GRANADA HILLS CA 91344 1 11/14/96 00
0430088484 03 01/01/97 0
9500560 O 12/01/26
0
1543178 575/G01 F 168,750.00 ZZ
360 168,750.00 1
329 CREEK ROAD 8.875 1,342.65 75
8.625 1,342.65 225,000.00
ALEXANDRIA NJ 08825 1 11/06/96 00
0430089979 05 01/01/97 0
962205938 O 12/01/26
0
1543242 E22/G01 F 154,350.00 ZZ
360 154,350.00 1
9810 SOUTH 6TH AVENUE 8.500 1,186.82 95
8.250 1,186.82 162,500.00
INGLEWOOD CA 90305 1 11/19/96 04
0410235352 05 01/01/97 30
410235352 O 12/01/26
0
1543253 E22/G01 F 228,000.00 ZZ
360 228,000.00 1
12492 HILLSIDE DRIVE 8.500 1,753.12 80
8.250 1,753.12 285,000.00
1
MOORPARK CA 93021 2 11/05/96 00
0410266324 05 01/01/97 0
410266324 O 12/01/26
0
TOTAL NUMBER OF LOANS : 852
TOTAL ORIGINAL BALANCE : 212,751,293.07
TOTAL PRINCIPAL BALANCE : 212,551,576.99
TOTAL ORIGINAL P+I : 1,627,724.84
TOTAL CURRENT P+I : 1,627,724.84
***************************
* END OF REPORT *
***************************
RUN ON : 12/19/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.53.39 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S25 CUTOFF : 12/01/96
POOL : 0004234
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
----------------------------------------------------------------------------
1470208 .2500
297,652.95 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1475896 .2500
312,309.49 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.4200 .0000
1484071 .2500
648,003.05 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1498781 .2500
155,810.31 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1498920 .2500
246,869.86 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1501600 .2500
223,253.24 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1
1503054 .2500
464,266.28 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1507153 .2500
406,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1509030 .2500
440,475.91 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1512920 .2500
265,384.96 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1515428 .2500
509,683.01 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1517077 .2500
455,143.76 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1517103 .2500
271,813.60 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1518490 .2500
49,970.49 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1
1519535 .2500
241,892.68 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1519662 .2500
280,957.27 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1519675 .2500
800,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1520592 .2500
355,412.23 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1520956 .2500
171,443.58 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1521068 .2500
150,917.51 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1521951 .2500
265,708.31 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1522833 .6250
250,000.00 .0800
8.0000 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
1
1522920 .2500
142,975.56 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1522922 .2500
123,540.29 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1522970 .2500
167,810.92 .0800
8.8750 .0000
8.6250 .0000
8.5450 .7950
7.7500 .0000
1523620 .2500
648,682.85 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1523700 .2500
159,833.44 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1523746 .2500
131,118.45 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1524435 .2500
311,225.42 .0800
8.8750 .0000
8.6250 .0000
8.5450 .7950
7.7500 .0000
1524861 .2500
217,679.88 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1
1525150 .2500
224,860.15 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1526787 .2500
127,765.72 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1526892 .2500
408,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1526984 .2500
393,908.84 .0800
8.7500 .0000
8.5000 .0000
8.4200 .6700
7.7500 .0000
1527603 .2500
289,332.39 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1528574 .2500
238,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1528673 .2500
168,564.96 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1529048 .2500
239,599.92 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1
1529605 .2500
500,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1529820 .2500
295,498.48 .0800
8.8750 .0000
8.6250 .0000
8.5450 .7950
7.7500 .0000
1529827 .2500
267,509.47 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1529920 .2500
359,792.88 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1530252 .2500
289,837.41 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1530253 .2500
715,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1530297 .2500
246,831.05 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1530313 .2500
255,037.26 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1
1530328 .2500
356,034.18 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1530478 .2500
285,261.55 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1530514 .2500
199,881.92 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1530522 .2500
112,776.20 .0800
9.0000 .0000
8.7500 .0000
8.6700 .9200
7.7500 .0000
1530625 .2500
132,875.47 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1530899 .2500
206,954.48 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1530973 .5000
499,672.93 .0800
8.1250 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1530985 .2500
411,750.40 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1
1531252 .2500
237,311.10 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1531254 .2500
339,823.73 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1531294 .2500
140,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1531306 .2500
275,158.07 .0300
8.4000 .0000
8.1500 .0000
8.1200 .3700
7.7500 .0000
1531752 .2500
288,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1531839 .2500
260,833.57 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1531934 .2500
220,927.34 .0800
8.7500 .0000
8.5000 .0000
8.4200 .6700
7.7500 .0000
1531997 .2500
206,868.01 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1
1532003 .2500
147,917.03 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1532114 .2500
288,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1532148 .2500
264,514.94 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1532323 .2500
314,809.17 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1532324 .2500
163,203.58 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1532338 .2500
714,588.63 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1532340 .2500
125,934.67 .0800
9.2500 .0000
9.0000 .0000
8.9200 1.1700
7.7500 .0000
1532400 .2500
251,526.83 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1
1532551 .2500
228,365.09 .0800
8.6250 .0000
8.3750 .0000
8.2950 .5450
7.7500 .0000
1532560 .2500
230,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1532581 .2500
153,906.70 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1532582 .2500
170,149.48 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1532828 .2500
220,659.20 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1532833 .2500
268,194.92 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1532864 .2500
199,875.69 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1532880 .2500
279,926.34 .0800
8.7500 .0000
8.5000 .0000
8.4200 .6700
7.7500 .0000
1
1532984 .2500
280,799.28 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1532990 .2500
234,170.61 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1533029 .2500
270,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1533035 .2500
262,832.29 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1533071 .2500
314,827.93 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1533080 .2500
251,081.41 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1533115 .2500
187,811.99 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1533230 .2500
224,726.41 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1
1533285 .2500
117,700.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1533300 .2500
219,866.72 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1533311 .2500
202,277.39 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1533320 .2500
161,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1533330 .2500
454,711.37 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1533478 .2500
426,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1533654 .2500
391,200.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1533684 .2500
414,754.98 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1
1533692 .2500
463,704.12 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1533747 .2500
263,835.91 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1533751 .2500
350,562.13 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1533812 .2500
62,800.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1533900 .2500
72,450.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1533991 .2500
305,054.81 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1534373 .2500
257,078.90 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1534414 .2500
253,800.07 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1
1534437 .2500
59,863.71 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1534535 .2500
250,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1534550 .2500
503,189.21 .0800
9.1250 .0000
8.8750 .0000
8.7950 1.0450
7.7500 .0000
1534594 .2500
296,638.89 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1534599 .2500
327,368.19 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1534971 .2500
404,258.72 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1534972 .2500
346,549.18 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1535040 .2500
95,150.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1
1535046 .2500
279,750.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1535081 .2500
72,500.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1535088 .2500
238,339.97 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1535120 .2500
234,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1535247 .2500
400,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1535252 .2500
31,331.01 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1535253 .2500
110,175.05 .0300
8.1000 .0000
7.8500 .0000
7.8200 .0700
7.7500 .0000
1535279 .2500
83,900.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1
1535338 .2500
104,929.55 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1535378 .2500
216,574.02 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1535393 .2500
299,625.76 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1535449 .2500
171,088.01 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1535477 .2500
225,869.97 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1535501 .2500
468,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1535547 .2500
294,500.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1535733 .2500
196,800.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1
1535787 .2500
251,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1535803 .2500
249,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1535821 .2500
242,860.19 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1535855 .2500
304,305.83 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1535857 .2500
307,903.53 .0300
8.2500 .0000
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1541358 .6250
271,826.55 .0800
8.2500 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1541359 .8750
231,859.45 .0800
8.5000 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1541361 1.1250
247,457.54 .0800
8.7500 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1541362 .8750
278,681.07 .0800
8.5000 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1541437 .2500
138,708.40 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1541439 .2500
209,750.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1541478 .2500
274,400.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1541486 .2500
251,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1
1541491 .2500
217,550.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1541494 .2500
245,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1541499 .2500
220,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1541501 .2500
222,400.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1541502 .2500
90,250.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1541511 .2500
153,300.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1541559 .2500
275,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1541574 .2500
112,800.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1
1541579 .2500
189,893.48 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1541616 .2500
364,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1541662 .2500
168,550.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1541669 .2500
283,300.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1541680 .2500
279,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1541706 .2500
242,300.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1541712 .2500
152,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1541729 .2500
220,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1
1541732 .2500
276,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1541741 .2500
265,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1541779 .2500
431,900.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1541784 .2500
329,455.19 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1541889 .2500
73,550.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1541891 .2500
300,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1542162 .2500
252,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1542163 .2500
215,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1
1542165 .2500
238,300.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1542171 .2500
427,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1542182 .2500
272,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1542192 .2500
370,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1542193 .2500
237,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1542413 .2500
288,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1542489 .2500
228,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1542506 .2500
321,600.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1
1542537 .2500
94,400.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1542552 .2500
247,500.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1542577 .2500
100,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1542596 .2500
338,400.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1542600 .2500
242,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1542601 .2500
93,700.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1542607 .2500
79,600.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1542622 .2500
150,100.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1
1542743 .2500
138,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1542748 .2500
331,982.69 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0450
7.7500 .0000
1542755 .2500
260,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1542778 .2500
374,772.82 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1542801 .2500
129,925.21 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1542826 .2500
274,400.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1542831 .2500
332,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1542839 .2500
176,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1
1542858 .2500
222,600.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1542871 .2500
281,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1543081 .2500
456,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1543178 .2500
168,750.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1543242 .2500
154,350.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1543253 .2500
228,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
TOTAL NUMBER OF LOANS: 852
TOTAL BALANCE........: 212,551,576.99
RUN ON : 12/19/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.53.39 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S25 FIXED SUMMARY REPORT CUTOFF : 12/01/96
POOL : 0004234
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 8.4410 6.7500 9.7500
RFC NET RATE 8.1779 6.5000 9.5000
NET MTG RATE(INVSTR RATE) 8.1329 6.4200 9.4700
POST STRIP RATE 7.7222 6.4200 7.7500
SUB SERV FEE .2631 .2500 1.1250
MSTR SERV FEE .0450 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .4107 .0000 1.7200
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 852
TOTAL BALANCE........: 212,551,576.99
***************************
* END OF REPORT *
***************************
To be provided upon request.
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision
of this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
<PAGE>
The Seller/Servicer and Residential Funding each represents
and warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing,
and in good standing under the laws of its
jurisdiction of organization, is qualified, if
necessary, to do business and in good standing
in each jurisdiction in which it is required to
be so qualified, and has the requisite power and
authority to enter into this Contract and all
other agreements which are contemplated by this
Contract and to carry out its obligations
hereunder and under the Guides and under such
other agreements.
(2) This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable
in accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no basis therefor is known
to either party, that could affect the validity or
prospective validity of this Contract.
(4) Insofar as its capacity to carry out any
obligation under this Contract is concerned,
neither party is in violation of any charter,
articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely
affects its capacity to fulfill any of its
obligations under this Contract. Its execution
of, and performance pursuant to, this Contract
will not result in a violation of any of the
foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and covenants
made by the Seller/Servicer pursuant to subparagraph (a) of
this paragraph 3, the Seller/Servicer makes the
representations, warranties and covenants set forth in the
Guides and, upon request, agrees to deliver to Residential
Funding the certified Resolution of Board of Directors which
authorizes the execution and delivery of this Contract.
2
<PAGE>
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
3
<PAGE>
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any
state or federal court located in Hennepin County, Minnesota, over any action,
suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and
supersedes all other agreements, covenants, representations, warranties,
understandings and communications between the parties, whether written or oral,
with respect to the transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and enforced in
accordance
4
<PAGE>
with, applicable federal laws and the laws of the State of
Minnesota.
5
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of
Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
6
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in
Full
Mortgage Loan
Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage
or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1996-S25,
Class [R-I] [R-II] (the "Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of __________________] [the
United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class [R-I] [R-II] Certificates, and (iii)
is acquiring the Class [R-I] [R-II] Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class [R-I] [R-II] Certificates to disqualified
organizations under the Code, that applies to all transfers of Class [R-I]
[R-II] Certificates after March 31, 1988; (ii) that such tax would be on the
transferor, or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person otherwise liable for the tax shall be relieved of
liability for the tax if the transferee furnishes to such person an affidavit
that the transferee is not a disqualified organization and, at the time of
transfer, such person does not have actual knowledge that the affidavit is
false; and (iv) that the Class [R-I] [R-II] Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with
<PAGE>
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class [R-I] [R-II] Certificates if at any time
during the taxable year of the pass-through entity a disqualified organization
is the record holder of an interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. That the Owner is aware that the Trustee will not register
the transfer of any Class [R-I] [R-II] Certificates unless the transferee, or
the transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class [R-I] [R-II] Certificates and the provisions of Section
5.02(f) of the Pooling and Servicing Agreement under which the Class [R-I]
[R-II] Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of
Section 5.02(f) which authorize the Trustee to deliver payments to a person
other than the Owner and negotiate a mandatory sale by the Trustee in the event
the Owner holds such Certificates in violation of Section 5.02(f)). The Owner
expressly agrees to be bound by and to comply with such restrictions and
provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class [R-I] [R-II] Certificates will
only be owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is
- --------------.
9. This affidavit and agreement relates only to the Class
[R-I] [R-II] Certificates held by the Owner and not to any other holder of the
Class [R-I] [R-II] Certificates. The Owner understands that the liabilities
described herein relate only to the Class [R-I] [R-II] Certificates.
10. That no purpose of the Owner relating to the transfer of
any of the Class [R-I] [R-II] Certificates by the Owner is or will be to impede
the assessment or collection of any tax.
2
<PAGE>
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
[R-I] [R-II] Certificate that the Owner intends to pay taxes associated with
holding such Class [R-I] [R-II] Certificate as they become due, fully
understanding that it may incur tax liabilities in excess of any cash flows
generated by the Class [R-I] [R-II] Certificate.
12. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class [R-I] [R-II] Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the
____ day of
_______________, 19__.
4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Re: Mortgage Pass-Through Certificates,
Series 1996-S25, Class [R-I] [R-II]
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1996-S25, Class [R-I] [R-II] (the "Certificates"), pursuant to Section 5.02 of
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and The First National Bank of Chicago, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee
that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its
<PAGE>
debts as they become due and has found no significant evidence to indicate that
the Purchaser will not continue to pay its debts as they become due in the
future. The Seller understands that the transfer of a Class [R-I] [R-II]
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
RE: Mortgage Pass-Through Certificates,
Series 1996-S25, [Class A-7] [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1996-S25, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 1996 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under
the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Company is not required to so
register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the
Certificates for its own account for investment only
[NY01:250060.1] 16069-00383 12/26/96 11:06am
<PAGE>
and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act
or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ____________, 199_, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company
did not participate in or facilitate in any way the purchase
of the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and
not to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or
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2
<PAGE>
any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of
(a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing
Agreement.
*6. The Purchaser represents that either (a) or
(b) is satisfied, as marked below:
a. is not any employee benefit plan subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
the Internal Revenue Code of 1986 (the "Code"), a Person acting, directly or
indirectly, on behalf of any such plan or any Person acquiring such Certificates
with "plan assets" of a Plan within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss.2510.3-101; or
b. will provide the Trustee, the Company
and the Master Servicer with either: (i) an opinion of counsel, satisfactory to
the Trustee, the Company and the Master Servicer, to the effect that the
purchase and holding of a Certificate by or on behalf of the Purchaser is
permissible under applicable law, will not constitute or result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments) and will not subject the
Trustee, the Company or the Master Servicer to any obligation or liability
(including liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement, which opinion of
counsel shall not be an expense of the Trustee, the Company or the Master
Servicer; or (ii) in lieu of such opinion of counsel, a certification in the
form of Exhibit J-2 to the Pooling and Servicing Agreement.
* To be inserted when Prohibited Transaction Exemption 94-29, the
individual exemption granted to RFC by the Department of Labor, will
not exempt a transaction from the application of the prohibited
transaction provisions of ERISA and the Code.
Very truly yours,
By:
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3
<PAGE>
Name:
Title:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
_____________, 199__
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MS 55437
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MS 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Re: Mortgage Pass-Through Certificates,
Series 1996-S25, Class____
Dear Sirs:
___________________ (the "Purchaser") intends to purchase from
___________________ (the "Seller") $ _________________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1996-S25, Class
____ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the"Pooling and Servicing Agreement"), dated as of December 1, 1996,
among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer (the "Master
Servicer") and The First National Bank of Chicago, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies,
represents and warrants to, and covenants with the Company, the Trustee and the
Master Servicer that the following statements in either (1) or (2) are accurate:
(1) The Certificates (i) are not being acquired by, and will
not be transferred to, any employee benefit plan within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in
which such plans, accounts or arrangements are invested, that is
subject to Section 406
[NY01:250060.1] 16069-00383 12/26/96 11:06am
5
<PAGE>
of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the
"Code") (any of the foregoing, a "Plan"), (ii) are not being acquired
with "plan assets" of a Plan within the meaning of the Department of
Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101, and (iii) will not
be transferred to any entity that is deemed to be investing in plan
assets within the meaning of the DOL regulation, 29 C.F.R. ss.
2510.3-101; or
(2) The purchase of Certificates is permissible under
applicable law, will not constitute or result in any prohibited
transaction under ERISA or Section 4975 of the Code, will not subject
the Company, the Trustee or the Master Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement
and, with respect to each source of funds ("Source") being used by the
Purchaser to acquire the Certificates, each of the following statements
are accurate: (a) the Purchaser is an insurance company; (b) the Source
is assets of the Purchaser's "general account;" (c) the conditions set
forth in Sections I and III of Prohibited Transaction Class Exemption
("PTCE") 95-60 issued by the DOL have been satisfied and the purchase,
holding and transfer of Certificates by or on behalf of the Purchaser
are exempt under PTCE 95-60; and (d) the amount of reserves and
liabilities for such general account contracts held by or on behalf of
any Plan do not exceed 10% of the total reserves and liabilities of
such general account plus surplus as of the date hereof (for purposes
of this clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates.
Very truly yours,
By:
Name:
Title:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
6
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Re: Mortgage Pass-Through Certificates,
Series 1996-S25, [Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1996-S25, Class (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and The First National Bank of Chicago, as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of
[NY01:250060.1] 16069-00383 12/26/96 11:06am
<PAGE>
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with,
the Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of December 1, 1996 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
The First National Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and experience in financial and business matters that it is
[NY01:250060.1] 16069-00383 12/26/96 11:06am
<PAGE>
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
*3. The Buyer represents that either (a) or (b) is
satisfied, as marked below: :
a. is not any employee benefit plan subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
the Internal Revenue Code of 1986 (the "Code"), a Person acting, directly or
indirectly, on behalf of any such plan or any Person acquiring such Certificates
with "plan assets" of a Plan within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss.2510.3-101; or
[NY01:250060.1] 16069-00383 12/26/96 11:06am
2
<PAGE>
b. will provide the Trustee, the Company and
the Master Servicer with either: (i) an opinion of counsel, satisfactory to the
Trustee, the Company and the Master Servicer, to the effect that the purchase
and holding of a Certificate by or on behalf of the Buyer is permissible under
applicable law, will not constitute or result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of
any subsequent enactments) and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement, which opinion of counsel shall not be an
expense of the Trustee, the Company or the Master Servicer; or (ii) in lieu of
such opinion of counsel, a certification in the form of Exhibit J- 2 to the
Pooling and Servicing Agreement.
* To be inserted when Prohibited Transaction Exemption 94-29, the
individual exemption granted to RFC by the Department of Labor, will
not exempt a transaction from the application of the prohibited
transaction provisions of ERISA and the Code.
4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts
or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
----
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
----------------------------------
[NY01:250060.1] 16069-00383 12/26/96 11:06am
4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan
----------------
association, building and loan association, cooperative
bank, homestead association or similar institution, which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
-----------------
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a
----------
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Buyer, (ii)
[NY01:250060.1] 16069-00383 12/26/96 11:06am
5
<PAGE>
securities that are part of an unsold allotment to or subscription by the Buyer,
if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and
[NY01:250060.1] 16069-00383 12/26/96 11:06am
6
<PAGE>
conclusions herein. Until such notice is given, the Buyer's purchase of Rule
144A Securities will constitute a reaffirmation of this certification as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
7
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned
[NY01:250060.1] 16069-00383 12/26/96 11:06am
8
<PAGE>
but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that
each of the parties to which this certification is made are relying and will
continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
9
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the
[NY01:250060.1] 16069-00383 12/26/96 11:06am
<PAGE>
Class B Certificates will not be covered by the Subordinate Certificate Loss
Obligation.
(c) Demands for payments pursuant to this Section shall be
made prior to the later of the third Business Day prior to each Distribution
Date or the related Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate Principal Balances of
the Class B Certificates, or such lower amount as may be established pursuant to
Section 12.02. Residential Funding's obligations as described in this Section
are referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is
[NY01:250060.1] 16069-00383 12/26/96 11:06am
2
<PAGE>
outstanding, and (ii) no such substitution shall be made unless (A) the
substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an
initial amount not less than the then current Amount Available and contains
provisions that are in all material respects equivalent to the original Limited
Guaranty or Subordinate Certificate Loss Obligation (including that no portion
of the fees, reimbursements or other obligations under any such instrument will
be borne by the Trust Fund), (B) the long term debt obligations of any obligor
of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation
(if not supported by the Limited Guaranty) shall be rated at least the lesser of
(a) the rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a legal, valid and
binding obligation of the substitute guarantor or obligor, enforceable in
accordance with its terms, and concerning such other matters as the Master
Servicer and the Trustee shall reasonably request. Neither the Company, the
Master Servicer nor the Trustee shall be obligated to substitute for or replace
the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating
[NY01:250060.1] 16069-00383 12/26/96 11:06am
3
<PAGE>
assigned to the Class B Certificates by such rating agency, unless (A) the
Holder of 100% of the Class B Certificates is Residential Funding or an
Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section 11.01(e) and, provided further
that the Company obtains (subject to the provisions of Section 10.01(f) as if
the Company was substituted for the Master Servicer solely for the purposes of
such provision), in the case of a material amendment or supersession (but not a
reduction, cancellation or deletion of the Limited Guaranty or the Subordinate
Certificate Loss Obligation), an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment or
supersession will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is outstanding. A
copy of any such instrument shall be provided to the Trustee and the Master
Servicer together with an Opinion of Counsel that such amendment complies with
this Section 12.02.
[NY01:250060.1] 16069-00383 12/26/96 11:06am
4
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S25
, 199__
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section 12.01 of the Pooling and
Servicing Agreement dated as of December 1, 1996 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the "Company"),
Residential Funding and The First National Bank of Chicago (the "Trustee") as
amended by Amendment No. ___ thereto, dated as of ________, with respect to the
Mortgage Pass-Through Certificates, Series 1996-S25 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding,
[NY01:250060.1] 16069-00383 12/26/96 11:06am
<PAGE>
or to cause to be made available to Residential Funding), either directly or
through a subsidiary, in any case prior to the related Distribution Date, such
moneys as may be required by Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the same arises from time to time upon
the demand of the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part
of Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any defective
or partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
---------------------------------------
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as the Servicing Agreement is not modified or amended in any way
that might affect the obligations of GMAC under this Limited
Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly
provided herein, the guarantee herein set forth shall be binding
upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands
that a copy of this Limited Guaranty shall be delivered to the
Trustee in connection with the execution of Amendment No. 1 to the
Servicing Agreement and GMAC hereby authorizes the Company and the
Trustee to rely on the covenants and agreements set forth herein.
[NY01:250060.1] 16069-00383 12/26/96 11:06am
2
<PAGE>
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
3
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE
LOAN
------------------,
19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1996-S25
Re: Mortgage Pass-Through Certificates, Series
1996-S25 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the
assignment by _________________ (the "Trustee") to _______________________ (the
"Lender") of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d)
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
[NY01:250060.1] 16069-00383 12/26/96 11:06am
<PAGE>
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
[NY01:250060.1] 16069-00383 12/26/96 11:06am
2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTION
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1475896 312,309.49 6.420 17.1612903226% 53,596.34
1539029 344,733.33 6.795 12.3225806452% 42,480.04
1537874 378,911.45 7.045 9.0967741935% 34,468.72
1539042 268,163.73 7.045 9.0967741935% 24,394.25
1538930 296,779.58 7.170 7.4838709677% 22,210.60
1539033 452,587.88 7.170 7.4838709677% 33,871.09
1539045 321,157.72 7.170 7.4838709677% 24,035.03
1537375 229,435.12 7.220 6.8387096774% 15,690.40
1522833 250,000.00 7.295 5.8709677419% 14,677.42
1540106 240,000.00 7.295 5.8709677419% 14,090.32
1540121 240,000.00 7.345 5.2258064516% 12,541.94
1541891 300,000.00 7.345 5.2258064516% 15,677.42
1542596 338,400.00 7.345 5.2258064516% 17,684.13
1537595 234,667.21 7.420 4.2580645161% 9,992.28
1539265 224,195.65 7.420 4.2580645161% 9,546.40
1540952 121,100.00 7.420 4.2580645161% 5,156.52
1539407 216,746.91 7.470 3.6129032258% 7,830.86
1539659 49,964.71 7.470 3.6129032258% 1,805.18
1540090 435,000.00 7.470 3.6129032258% 15,716.13
1540327 250,000.00 7.470 3.6129032258% 9,032.26
1540454 260,366.10 7.470 3.6129032258% 9,406.78
1540463 248,520.00 7.470 3.6129032258% 8,978.79
1540656 147,740.83 7.470 3.6129032258% 5,337.73
1530973 499,672.93 7.545 2.6451612903% 13,217.15
1536020 217,371.79 7.545 2.6451612903% 5,749.83
1537589 279,862.99 7.545 2.6451612903% 7,402.83
1538166 211,854.10 7.545 2.6451612903% 5,603.88
1538430 289,398.21 7.545 2.6451612903% 7,655.05
1539228 239,567.92 7.545 2.6451612903% 6,336.96
1539266 233,513.69 7.545 2.6451612903% 6,176.81
1539519 350,000.00 7.545 2.6451612903% 9,258.06
1541344 249,832.26 7.545 2.6451612903% 6,608.47
1541345 185,481.65 7.545 2.6451612903% 4,906.29
1541347 411,716.46 7.545 2.6451612903% 10,890.56
1541348 190,272.24 7.545 2.6451612903% 5,033.01
1541349 245,435.20 7.545 2.6451612903% 6,492.16
1541350 239,843.01 7.545 2.6451612903% 6,344.23
1541351 299,818.26 7.545 2.6451612903% 7,930.68
1541352 141,312.10 7.545 2.6451612903% 3,737.93
1541353 179,882.26 7.545 2.6451612903% 4,758.18
1541355 217,414.78 7.545 2.6451612903% 5,750.97
1541357 485,274.17 7.545 2.6451612903% 12,836.28
1541358 271,826.55 7.545 2.6451612903% 7,190.25
1541359 231,859.45 7.545 2.6451612903% 6,133.06
1541361 247,457.54 7.545 2.6451612903% 6,545.65
1541362 278,681.07 7.545 2.6451612903% 7,371.56
1470208 297,652.95 7.595 2.0000000000% 5,953.06
[NY01:250060.1] 16069-00383 12/26/96 11:06am
1
<PAGE>
1534535 250,000.00 7.595 2.0000000000% 5,000.00
1537172 250,000.00 7.595 2.0000000000% 5,000.00
1537785 500,000.00 7.595 2.0000000000% 10,000.00
1538182 255,000.00 7.595 2.0000000000% 5,100.00
1538749 181,475.02 7.595 2.0000000000% 3,629.50
1538839 252,200.00 7.595 2.0000000000% 5,044.00
1539480 355,755.00 7.595 2.0000000000% 7,115.10
1540458 306,800.00 7.595 2.0000000000% 6,136.00
1541118 176,000.00 7.595 2.0000000000% 3,520.00
1541328 258,700.00 7.595 2.0000000000% 5,174.00
1541336 212,000.00 7.595 2.0000000000% 4,240.00
1541706 242,300.00 7.595 2.0000000000% 4,846.00
1542413 288,000.00 7.595 2.0000000000% 5,760.00
1542506 321,600.00 7.595 2.0000000000% 6,432.00
1529605 500,000.00 7.670 1.0322580645% 5,161.29
1532833 268,194.92 7.670 1.0322580645% 2,768.46
1533080 251,081.41 7.670 1.0322580645% 2,591.81
1537579 639,570.57 7.670 1.0322580645% 6,602.02
1537607 340,041.54 7.670 1.0322580645% 3,510.11
1537608 468,685.31 7.670 1.0322580645% 4,838.04
1538429 371,750.40 7.670 1.0322580645% 3,837.42
1538441 822,001.73 7.670 1.0322580645% 8,485.18
1538632 325,781.25 7.670 1.0322580645% 3,362.90
1539259 389,359.41 7.670 1.0322580645% 4,019.19
1539769 350,000.00 7.670 1.0322580645% 3,612.90
1540105 265,500.00 7.670 1.0322580645% 2,740.65
1540261 130,924.63 7.670 1.0322580645% 1,351.48
1540262 198,379.74 7.670 1.0322580645% 2,047.79
1540263 121,726.21 7.670 1.0322580645% 1,256.53
1540266 500,000.00 7.670 1.0322580645% 5,161.29
1540357 263,907.18 7.670 1.0322580645% 2,724.20
1542755 260,000.00 7.670 1.0322580645% 2,683.87
1523620 648,682.85 7.720 0.3870967742% 2,511.03
1535088 238,339.97 7.720 0.3870967742% 922.61
1535338 104,929.55 7.720 0.3870967742% 406.18
1535787 251,000.00 7.720 0.3870967742% 971.61
1535803 249,000.00 7.720 0.3870967742% 963.87
1536004 220,800.00 7.720 0.3870967742% 854.71
1536864 243,750.00 7.720 0.3870967742% 943.55
1537167 282,771.14 7.720 0.3870967742% 1,094.60
1537861 189,872.52 7.720 0.3870967742% 734.99
1538159 292,403.67 7.720 0.3870967742% 1,131.89
1538233 266,790.31 7.720 0.3870967742% 1,032.74
1538572 252,000.00 7.720 0.3870967742% 975.48
1539024 273,000.00 7.720 0.3870967742% 1,056.77
1539034 262,400.00 7.720 0.3870967742% 1,015.74
1539452 136,000.00 7.720 0.3870967742% 526.45
1539457 287,000.00 7.720 0.3870967742% 1,110.97
1539690 119,869.52 7.720 0.3870967742% 464.01
1539743 251,830.91 7.720 0.3870967742% 974.83
1539801 236,341.31 7.720 0.3870967742% 914.87
1540036 271,817.49 7.720 0.3870967742% 1,052.20
1540075 270,400.00 7.720 0.3870967742% 1,046.71
1540110 234,000.00 7.720 0.3870967742% 905.81
1540116 258,150.00 7.720 0.3870967742% 999.29
[NY01:250060.1] 16069-00383 12/26/96 11:06am
2
<PAGE>
1540137 266,800.00 7.720 0.3870967742% 1,032.77
1540258 262,500.00 7.720 0.3870967742% 1,016.13
1540317 216,000.00 7.720 0.3870967742% 836.13
1540459 232,275.00 7.720 0.3870967742% 899.13
1540464 236,840.97 7.720 0.3870967742% 916.80
1540641 84,942.97 7.720 0.3870967742% 328.81
1540652 221,851.04 7.720 0.3870967742% 858.78
1540772 269,818.84 7.720 0.3870967742% 1,044.46
1540818 192,939.88 7.720 0.3870967742% 746.86
1540844 540,000.00 7.720 0.3870967742% 2,090.32
1540961 228,800.00 7.720 0.3870967742% 885.68
1540970 274,815.47 7.720 0.3870967742% 1,063.80
1541067 221,600.00 7.720 0.3870967742% 857.81
1541320 416,000.00 7.720 0.3870967742% 1,610.32
1541486 251,000.00 7.720 0.3870967742% 971.61
1541491 217,550.00 7.720 0.3870967742% 842.13
1542601 93,700.00 7.720 0.3870967742% 362.71
1542622 150,100.00 7.720 0.3870967742% 581.03
1542826 274,400.00 7.720 0.3870967742% 1,062.19
1542839 176,000.00 7.720 0.3870967742% 681.29
$33,641,599.02 2.2684859673% $763,154.95
[NY01:250060.1] 16069-00383 12/26/96 11:06am
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EXHIBIT Q
PLANNED PRINCIPAL BALANCES
For information on the Planned Principal Balances, see Prospectus dated December
20, 1996 to the Prospectus dated June 21, 1996 for Residential Funding Mortgage
Securities I, Inc., See page S-32.
[NY01:250060.1] 16069-00383 12/26/96 11:06am
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