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-S24)
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 004
as of December 1, 1996 among Residential
Funding Mortgage Securities I, Inc., as
company, Residential Funding Corporation,
as master servicer, and Bankers Trust
Company, as trustee.
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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
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the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: December 30, 1996
3
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EXECUTION COPY
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RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S24
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.........................................
Accrued Certificate Interest.......................... 3
Adjusted Mortgage Rate................................ 4
Adjusted Senior Accelerated Distribution
Percentage............................................ 4
Adjusted Senior Accelerated Step-Down Test............ 5
Adjusted Senior Percentage............................ 6
Advance............................................... 6
Affiliate............................................. 6
Agreement............................................. 6
Amount Held for Future Distribution................... 6
Appraised Value....................................... 6
Assignment............................................ 6
Assignment Agreement.................................. 7
Assignment of Proprietary Lease....................... 7
Available Distribution Amount......................... 7
Bankruptcy Amount..................................... 7
Bankruptcy Code....................................... 7
Bankruptcy Loss....................................... 8
Book-Entry Certificate................................ 8
Business Day.......................................... 8
Buydown Funds......................................... 8
Buydown Mortgage Loan................................. 8
Cash Liquidation...................................... 8
Certificate........................................... 8
Certificate Account................................... 8
Certificate Account Deposit Date...................... 9
Certificateholder or Holder........................... 9
Certificate Owner..................................... 9
Certificate Principal Balance......................... 9
Certificate Register and Certificate
Registrar............................................. 10
Class................................................. 10
Class A Certificate................................... 10
Class A-7 Collection Shortfall........................ 11
Class A-7 Principal Distribution Amount............... 11
Class B Certificate................................... 11
Class B Percentage.................................... 11
Class B-1 Percentage.................................. 11
Class B-1 Prepayment Distribution Trigger............. 11
Class B-2 Percentage.................................. 11
Class B-2 Prepayment Distribution Trigger............. 11
Class B-3 Percentage.................................. 12
Class B-3 Prepayment Distribution Trigger............. 12
Class M Certificate................................... 12
Class M Percentage.................................... 12
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Class M-1 Percentage................................ 12
Class M-2 Percentage................................ 12
Class M-2 Prepayment Distribution Trigger........... 12
Class M-3 Percentage................................ 13
Class M-3 Prepayment Distribution Trigger........... 13
Class R Certificate................................. 13
Closing Date........................................ 13
Code................................................ 13
Compensating Interest............................... 13
Cooperative......................................... 13
Cooperative Apartment............................... 14
Cooperative Lease................................... 14
Cooperative Loans................................... 14
Cooperative Stock................................... 14
Cooperative Stock Certificate....................... 14
Credit Support Depletion Date....................... 14
Curtailment......................................... 14
Custodial Account................................... 14
Custodial Agreement................................. 15
Custodian........................................... 15
Cut-off Date........................................ 15
Cut-off Date Principal Balance...................... 15
Debt Service Reduction.............................. 15
Deficient Valuation................................. 15
Definitive Certificate.............................. 15
Deleted Mortgage Loan............................... 15
Depository.......................................... 15
Depository Participant.............................. 15
Destroyed Mortgage Note............................. 16
Determination Date.................................. 16
Discount Fraction................................... 16
Discount Mortgage Loan.............................. 16
Disqualified Organization........................... 16
Distribution Date................................... 16
Due Date............................................ 17
Due Period.......................................... 17
Eligible Account.................................... 17
Eligible Funds...................................... 17
Event of Default.................................... 18
Excess Bankruptcy Loss.............................. 18
Excess Fraud Loss................................... 18
Excess Special Hazard Loss.......................... 18
Excess Spread....................................... 18
Excess Subordinate Principal Amount................. 18
Extraordinary Events................................ 18
Extraordinary Losses................................ 19
FDIC................................................ 19
FHLMC............................................... 19
Final Distribution Date............................. 19
Fitch............................................... 19
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FNMA........................................... 20
Foreclosure Profits............................ 20
Fraud Loss Amount.............................. 20
Fraud Losses................................... 20
Independent.................................... 20
Initial Certificate Principal Balance.......... 21
Initial Monthly Payment Fund................... 21
Insurance Proceeds............................. 21
Insurer........................................ 21
Late Collections............................... 21
Liquidation Proceeds........................... 21
Loan-to-Value Ratio............................ 21
Maturity Date.................................. 21
Monthly Payment................................ 22
Moody's........................................ 22
Mortgage....................................... 22
Mortgage File.................................. 22
Mortgage Loan Schedule......................... 22
Mortgage Loans................................. 23
Mortgage Note.................................. 23
Mortgage Rate.................................. 23
Mortgaged Property............................. 23
Mortgagor...................................... 23
Net Mortgage Rate.............................. 23
Non-Discount Mortgage Loan..................... 24
Non-Primary Residence Loans.................... 24
Non-United States Person....................... 24
Nonrecoverable Advance......................... 24
Nonsubserviced Mortgage Loan................... 24
Notional Amount................................ 24
Officers' Certificate.......................... 24
Opinion of Counsel............................. 24
Original Senior Percentage..................... 24
Outstanding Mortgage Loan...................... 25
Owner or Holder................................ 25
Ownership Interest............................. 25
Pass-Through Rate.............................. 25
Paying Agent................................... 25
Percentage Interest............................ 25
Permitted Investments.......................... 26
Permitted Transferee........................... 27
Person......................................... 27
Pool Stated Principal Balance.................. 27
Prepayment Assumption.......................... 28
Prepayment Distribution Percentage............. 28
Prepayment Distribution Trigger................ 29
Prepayment Interest Shortfall.................. 29
Prepayment Period.............................. 30
Primary Insurance Policy....................... 30
Principal Prepayment........................... 30
Principal Prepayment in Full................... 30
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Program Guide......................................... 30
Purchase Price........................................ 30
Qualified Substitute Mortgage Loan.................... 31
Rating Agency......................................... 31
Realized Loss......................................... 31
Record Date........................................... 32
Regular Certificate................................... 32
REMIC................................................. 32
REMIC Administrator................................... 32
REMIC Provisions...................................... 32
REO Acquisition....................................... 32
REO Disposition....................................... 33
REO Imputed Interest.................................. 33
REO Proceeds.......................................... 33
REO Property.......................................... 33
Request for Release................................... 33
Required Insurance Policy............................. 33
Residential Funding................................... 33
Responsible Officer................................... 33
Schedule of Discount Fractions........................ 33
Security Agreement.................................... 34
Seller................................................ 34
Seller's Agreement.................................... 34
Senior Certificates................................... 34
Senior Percentage..................................... 34
Senior Principal Distribution Amount.................. 34
Servicing Accounts.................................... 34
Servicing Advances.................................... 34
Servicing Fee......................................... 35
Servicing Officer..................................... 35
Special Hazard Amount................................. 35
Special Hazard Loss................................... 36
Spread Rate........................................... 36
Standard & Poor's..................................... 36
Stated Principal Balance.............................. 36
Subordinate Percentage................................ 36
Subordinate Principal Distribution Amount............. 36
Subserviced Mortgage Loan............................. 37
Subservicer........................................... 37
Subservicer Advance................................... 37
Subservicing Account.................................. 37
Subservicing Agreement................................ 37
Subservicing Fee...................................... 38
Tax Returns........................................... 38
Transfer.............................................. 38
Transferee............................................ 38
Transferor............................................ 38
Trust Fund............................................ 38
Uncertificated REMIC Regular Interests................ 38
Uniform Single Attestation Program for
Mortgage Bankers:..................................... 39
Uninsured Cause....................................... 39
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Page
United States Person............................... 39
Variable Strip Certificates........................ 39
Voting Rights...................................... 39
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans................ 40
Section 2.02. Acceptance by Trustee....................... 45
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and the
Company..................................... 47
Section 2.04. Representations and Warranties of
Sellers..................................... 51
Section 2.05. Execution and Authentication of
Certificates................................ 54
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer............... 55
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement
of Subservicers' and Sellers'
Obligations...................................... 56
Section 3.03. Successor Subservicers........................... 57
Section 3.04. Liability of the Master Servicer................. 58
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of the
Excess Spread.................................... 58
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee............... 59
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account.......... 59
Section 3.08. Subservicing Accounts; Servicing Accounts........ 62
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans......... 63
Section 3.10. Permitted Withdrawals from the
Custodial Account................................ 64
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder................. 66
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. ............... 67
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Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.............................. 69
Section 3.14. Realization Upon Defaulted Mortgage Loans........ 71
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files........................ 74
Section 3.16. Servicing and Other Compensation;
Compensating Interest............................ 75
Section 3.17. Reports to the Trustee and the Company........... 77
Section 3.18. Annual Statement as to Compliance................ 77
Section 3.19. Annual Independent Public Accountants'
Servicing Report................................. 77
Section 3.20. Rights of the Company in Respect
of the Master Servicer. ................. 78
Section 3.21. Administration of Buydown Funds.................. 79
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.............................. 80
Section 4.02. Distributions.................................... 80
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread....................... 92
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer........................... 94
Section 4.05. Allocation of Realized Losses.................... 96
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property. .......... 97
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans. .......... 98
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates................................. 99
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on
Transfer of Excess Spread.
...................................101
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.....................................107
Section 5.04. Persons Deemed Owners............................107
Section 5.05. Appointment of Paying Agent......................108
Section 5.06. Optional Purchase of Certificates................108
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
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Section 6.01. Respective Liabilities of the Company
and the Master Servicer...............................111
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer..........................111
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others........................112
Section 6.04. Company and Master
Servicer Not to Resign................................113
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.....................................114
Section 7.02. Trustee or Company to Act; Appointment
of Successor..........................................116
Section 7.03. Notification to Certificateholders....................117
Section 7.04. Waiver of Events of Default...........................117
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.....................................119
Section 8.02. Certain Matters Affecting the Trustee.................121
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans........................................123
Section 8.04. Trustee May Own Certificates..........................123
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification. ................123
Section 8.06. Eligibility Requirements for Trustee..................124
Section 8.07. Resignation and Removal of the Trustee................125
Section 8.08. Successor Trustee.....................................126
Section 8.09. Merger or Consolidation of Trustee....................126
Section 8.10. Appointment of Co-Trustee or Separate
Trustee...............................................127
Section 8.11. Appointment of Custodians.............................128
Section 8.12. Appointment of Office or Agency.......................128
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans......................129
Section 9.02. Additional Termination Requirements....................132
ARTICLE X
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Page
REMIC PROVISIONS
Section 10.01 REMIC Administration..............................133
Section 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification...........................137
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.........................................139
Section 11.02. Recordation of Agreement; Counterparts............142
Section 11.03. Limitation on Rights
of Certificateholders.............................142
Section 11.04. Governing Law.....................................143
Section 11.05. Notices...........................................143
Section 11.06. Notices to Rating Agency..........................144
Section 11.07. Severability of Provisions........................145
Section 11.08. Supplemental Provisions for
Resecuritization..................................145
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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation
Letter
Exhibit M: Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Schedule of Discount Fractions
NY1-182716.4
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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 BANKERS TRUST COMPANY, as Trustee
(together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of Trust Fund herein and subject to this Agreement (including the
Mortgage Loans but excluding the Initial Monthly Payment Fund), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes and such
segregated pool of assets will be designated as a "REMIC." The Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the
Uncertificated REMIC Regular Interests (as defined herein), the rights in and to
which will initially be represented by the Excess Spread (as defined herein),
will be "regular interests" in the REMIC, and the Class R Certificates will be
the sole class of "residual interests" therein for purposes of the REMIC
Provisions (as defined herein) under federal income tax law.
NY1-182716.4
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The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates issued on the
Closing Date comprising the interests in the Trust Fund created hereunder.
Aggregate Initial
Certificate
Pass-Through Principal
Designation Type Rate Balance
Class A-1 Senior 7.25% $35,025,125.00
Class A-2 Senior 7.25% $30,033,957.00
Class A-3 Senior 7.25% $25,641,602.00
Class A-4 Senior 7.25% $13,627,408.00
Class A-5 Senior 7.25% $8,189,491.00
Class A-6 Senior 7.25% $17,267,161.00
Class A-7 Senior 0.00% $348,675.05
Class R Senior 7.25% $100.00
Class M-1 Mezzanine 7.25% $2,022,800.00
Class M-2 Mezzanine 7.25% $1,146,300.00
Class M-3 Mezzanine 7.25% $539,400.00
Class B-1 Subordinate 7.25% $337,100.00
Class B-2 Subordinate 7.25% $269,700.00
Class B-3 Subordinate 7.25% $404,569.62
Maturity
Designation Features Date
Initial Ratings
S&P Fitch
Class A-1 Senior December 25, 2011 AAA AAA
Class A-2 Senior December 25, 2011 AAA AAA
Class A-3 Senior December 25, 2011 AAA AAA
Class A-4 Prepayment Lockout/Senior December 25, 2011 AAA AAA
Class A-5 Senior December 25, 2011 AAA AAA
Class A-6 Senior December 25, 2011 AAA AAA
Class A-7 Principal Only/Senior December 25, 2011 AAAr AAA
Class R Residual December 25, 2011 AAA AAA
Class M-1 Mezzanine December 25, 2011 N/A AA
Class M-2 Mezzanine December 25, 2011 N/A A
Class M-3 Mezzanine December 25, 2011 N/A BBB
Class B-1 Subordinate December 25, 2011 N/A BB
Class B-2 Subordinate December 25, 2011 N/A B
Class B-3 Subordinate December 25, 2011 N/A N/A
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $134,853,388.67. The Mortgage Loans are fixed-rate mortgage loans
having terms to maturity at origination or modification of not more than 15
years.
NY1-182716.4
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In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date,
as to any Class A Certificate (other than the Class A-7 Certificates and any
Variable Strip Certificates), any Class M Certificate, any Class B Certificate
or any Class R Certificate, one month's interest accrued at the related
Pass-Through Rate on the Certificate Principal Balance thereof immediately prior
to such Distribution Date. With respect to each Distribution Date, as to any
Variable Strip Certificates, one month's interest at the related Pass-Through
Rate on the Notional Amount thereof. Accrued Certificate Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. In
each case Accrued Certificate Interest on any Class of Certificates will be
reduced by the amount of (i) Prepayment Interest Shortfalls (to the extent not
offset by the Master Servicer with a payment of Compensating Interest as
provided in Section 4.01), (ii) the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses (including Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses) not
allocated solely to one or more specific Classes of Certificates pursuant to
Section 4.05, (iii) the interest portion of Advances previously made with
respect to a Mortgage Loan or REO Property which remained unreimbursed following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property
that were made with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses and (iv) any other interest shortfalls not covered by
the subordination provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940, as amended, 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
NY1-182716.4
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Certificates, Accrued Certificate Interest on such Class of Class B Certificates
or such Class of Class M Certificates will be reduced by the interest portion
(adjusted to the Net Mortgage Rate) of Realized Losses that are allocated solely
to such Class of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjusted Senior Accelerated Distribution Percentage: With
respect to any Distribution Date, the percentage indicated below:
Adjusted Senior Accelerated
Distribution Date Distribution Percentage
January 1997 through
December 2001............................... 100%
January 2002 through
December 2002............................... Adjusted Senior Percentage,
plus 70% of the sum of the
Prepayment Lockout Percentage
and the Subordinate Percentage
January 2003 through
December 2003............................... Adjusted Senior Percentage,
plus 60% of the sum of the
Prepayment Lockout Percentage
and the Subordinate Percentage
January 2004 through
December 2004............................... Adjusted Senior Percentage,
plus 40% of the sum of the
Prepayment Lockout Percentage
and the Subordinate Percentage
January 2005 through
December 2005............................... Adjusted Senior Percentage,
plus 20% of the sum of the
Prepayment Lockout Percentage
and the Subordinate Percentage
January 2006 and
thereafter.................................. Adjusted Senior Percentage
provided, however, (i) that any scheduled reduction to the Adjusted 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
NY1-182716.4
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delinquent 60 days or more averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date if occurring during the sixth, seventh,
eighth, ninth or tenth year (or any year thereafter) after the Closing Date are
less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial
Certificate Principal Balances of the Class M Certificates and Class B
Certificates or (b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date are less than 10% of the sum of the
Initial Certificate Principal Balances of the Class M Certificates and Class B
Certificates and (ii) that for any Distribution Date on which the Adjusted
Senior Percentage is greater than the Original Adjusted Senior Percentage, the
Adjusted 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 Class A-4 Certificates and Class A-7 Certificates) to zero, the Adjusted
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Adjusted Senior Accelerated Step-Down Test: With respect to any
Distribution Date, a test that shall be satisfied if either of the following
conditions are satisfied: (a)(1)(X) the outstanding principal balance of the
Mortgage Loans delinquent 60 days or more averaged over the last six months, as
a percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date are
less than 10% of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates. The Adjusted Senior Accelerated
Step-Down Test will not apply on any Distribution Date on or after the
Distribution Date occurring in January 2007.
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Adjusted 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 Class A-4 Certificates and the Class A-7 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.
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
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Property is located to reflect of record the sale of the Mortgage Loan to the
Trustee for the benefit of Certificateholders, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages secured by Mortgaged Properties located in the
same county, if permitted by law and accompanied by an Opinion of Counsel to
that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated as
of 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 Section 4.07, reduced by (b) the sum as of the close of business on
the immediately preceding Determination Date of (w) aggregate Foreclosure
Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted
to be withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an amount equal to
the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
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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
Minnesota, the State of California or the State of Illinois (and such other
state or states in which the Custodial Account or the Certificate Account are at
the time located) are required or authorized by law or executive order to be
closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates and the Owner of
the
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Excess Spread, Series 1996-S24" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than any Variable Strip Certificates) and Class R Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance or amount thereof pursuant to Section 4.02(a) and
(y) the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor Certificate) pursuant to Section 4.05.
With respect to each Class M Certificate, on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof
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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 or Class A-7 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit A, each such Certificate evidencing an interest
designated as a "regular interest" in the REMIC for purposes of the REMIC
Provisions and, on and after the date of issuance of any Variable Strip
Certificates pursuant to Section 5.01(c), such Variable Strip Certificates
evidencing the related specified Uncertificated REMIC Regular Interests, in each
case executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A.
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Class A-7 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-7 Principal Distribution Amount: As defined in
Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.75%.
Class B-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
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the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.50%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such 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 0.30%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2
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Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 2.00%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.15%.
Class R Certificate: Any one of the Class R Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: December 30, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation
organized under the laws of, and headquartered in, the State of
New York which owns or leases land and all or part of a building
or buildings located in the State of New York, including
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apartments, spaces used for commercial purposes and common areas therein and
whose board of directors authorizes, among other things, the sale of Cooperative
Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single outstanding class of stock, partnership interest or other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee
at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at
the date of the execution of this instrument is located at Four
Albany Street, New York, New York 10006, Attention: Residential
Funding Corporation Series 1996-S24.
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
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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.
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.
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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 7.25% 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 7.25%. 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 7.25% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in
the month immediately following the month of the initial issuance
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of the Certificates or, if such 25th day is not a Business Day, the Business Day
immediately following such 25th day.
Due Date: With respect to any Distribution Date, the first
day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Funds: On any Distribution Date means the portion, if any, of
the Available Distribution Amount remaining after reduction by the sum of (i)
the aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates and the Excess Spread, (ii) the Senior Principal Distribution
Amount (determined without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii)
the Class A-7 Principal Distribution Amount (determined without regard to
Section 4.02(b)(i)(E) hereof) and (iv) the
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aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and
Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Spread: With respect to any Distribution Date, the aggregate of
one month's interest on the Stated Principal Balance of each Mortgage Loan with
respect to which the Company has not on or prior to such Distribution Date
issued a class of Variable Strip Certificates representing ownership of the
related Uncertificated REMIC Regular Interest, at the applicable Spread Rate
with respect to such Mortgage Loan, calculated on the basis of a 360-day year
consisting of twelve 30-day months. Excess Spread on any Distribution Date will
be reduced by the interest shortfalls described in clauses (i) through (iv) of
the fourth sentence of the definition of Accrued Certificate Interest, to the
extent allocated thereto pursuant to the provisions of such definition.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
NY1-182716.4
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(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combatting or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any authority maintaining or
using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering,
combatting or defending against such an occurrence, seizure or
destruction under quarantine or customs regulations, confiscation by
order of any government or public authority; or risks of contraband or
illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust"
within the meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
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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 third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
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
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Company, the Master Servicer and the Trustee, or any Affiliate thereof, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Company, the Master Servicer or the Trustee or in an Affiliate
thereof, and (iii) is not connected with the Company, the Master Servicer or the
Trustee as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section
2.01(f).
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance
Policy or any successor thereto or the named insurer in any
replacement policy.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, by which the Certificate Principal Balance of each
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Class of Certificates (other than the Variable Strip Certificates which have no
Certificate Principal Balance) representing a regular interest in the REMIC and
the rights to the Excess Spread would be reduced to zero, which is December 25,
2011, the Distribution Date immediately following the latest scheduled maturity
date of any Mortgage Loan. The latest possible Maturity Date for each
Uncertificated REMIC Regular Interest is the Distribution Date immediately
following the latest scheduled maturity date for the related Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
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.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is not subject to a Subservicing
Agreement.
Notional Amount: As of any Distribution Date, with respect to any class
of Variable Strip Certificates, the aggregate Stated Principal Balance of the
Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests
represented by such Class of Variable Strip Certificates.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Permitted Transferee" or (ii) relating to the qualification of
the Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
Original Adjusted Senior Percentage: The fraction, expressed as a
percentage, the numerator of which is the aggregate Initial Certificate
Principal Balance of the Senior Certificates (excluding the Certificate
Principal Balance of the Class A-4 Certificates and Class A-7 Certificates) and
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans (other than the Discount Fraction of the
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Discount Mortgage Loans) as of the Cut-off Date, which is approximately 86.36%
as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03
or 2.04.
Owner or Holder: With respect to the Excess Spread at any time at which
the Excess Spread evidences ownership in any Uncertificated REMIC Regular
Interest, Residential Funding, as the owner of all right, title and interest in
and to the Excess Spread. Solely for the purpose of giving any consent or
direction pursuant to this Agreement, as long as Residential Funding or any
Affiliate thereof is Master Servicer and the Excess Spread remains
uncertificated, the Voting Rights evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting Rights necessary
to effect any such consent or direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-7 Certificates and any Variable Strip Certificates), Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rate set forth in the Preliminary Statement hereto. With
respect to any Class of Variable Strip Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Spread
Rates of all Mortgage Loans corresponding to the Uncertificated REMIC Regular
Interests represented by such Class of Variable Strip Certificates as of the Due
Date in the month next preceding the month in which such Distribution Date
occurs, weighted on the basis of the respective Stated Principal Balances of
such Mortgage Loans, which Stated Principal Balances shall be the Stated
Principal Balances of such 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-7
Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a
Variable Strip or Class R Certificate), the undivided percentage ownership
interest in the related Class evidenced by such Certificate, which percentage
ownership interest shall be
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equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. With respect to a Variable Strip or Class R Certificate, the
interest in distributions to be made with respect to the Class evidenced
thereby, expressed as a percentage, as stated on the face of each such
Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or instrumentality thereof
when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations of the
party agreeing to repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof
NY1-182716.4
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which on the date of acquisition has been rated by each Rating Agency
in its highest short-term rating available; provided that such
commercial paper shall have a remaining maturity of not more than 30
days;
(v) a money market fund or a qualified investment fund
rated by each Rating Agency in its highest long-term rating available;
and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Prepayment Allocation Test: With respect to any Distribution Date, a
test that shall be satisfied if all of the following conditions are satisfied:
(i) the Subordinate Percentage as of such Distribution Date is at least two
times the Subordinate Percentage as of the Closing Date; (ii) the aggregate
Stated Principal Balance of Mortgage Loans delinquent 60 days or
NY1-182716.4
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<PAGE>
more (including for this purpose any Mortgage Loans in foreclosure and Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) averaged over the last six months as a percentage of the
aggregate Stated Principal Balance of all Mortgage Loans averaged over the last
six months does not exceed 2%; and (iii) cumulative Realized Losses do not
exceed 30% of the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates as of the Closing Date. The Prepayment
Allocation Test will not apply on any Distribution Date on or after the
Distribution Date occurring in January 2006.
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
Class A Certificates, other than the Class A-4 Certificates
and Class A-7 Certificates, have been reduced to zero), in the
case of each Class of Class M Certificates and each Class of
Class B Certificates, 0%.
(ii) For any Distribution Date on which any Class of Class M or
Class B Certificates are outstanding not discussed in clause
(i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation, or in
the event the Class M Certificates are no longer outstanding,
the Class of Class B Certificates then outstanding with the
lowest numerical designation and each other Class of Class M
Certificates and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately
prior to such date and the denominator of which is the sum of
the Certificate Principal Balances immediately prior to such
date of
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(1) the Class of Class M Certificates then outstanding with
the lowest numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and (2) all other Classes of Class M Certificates
and Class B Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the Prepayment
Distribution Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a distribution in respect of
principal of any Class or Classes of Class M Certificates and Class B
Certificates in an amount greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be reduced to a level that,
when applied as described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M Certificates and Class B Certificates (any such
Class, a "Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal Balance of
each Maturing Class had been reduced to zero (such percentage as recalculated,
the "Recalculated Percentage"); (c) the total amount of the reductions in the
Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so allocated
to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution
Percentage thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each Maturing Class had
not been reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger,
Class B-1 Prepayment Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Prepayment Interest Shortfall: As to any Distribution Date
and any Mortgage Loan (other than a Mortgage Loan relating to an
NY1-182716.4
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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 Lockout Percentage: As of any Distribution Date, the lesser
of 100% and a fraction, expressed as a percentage, the numerator of which is the
Certificate Principal Balance of the Class A-4 Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to
in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be purchased on any date pursuant to Section 2.02, 2.03, 2.04 or
4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof plus the principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or at the Net Mortgage
Rate in the case of a purchase made by the Master Servicer) on the Stated
Principal Balance thereof to the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the Mortgagor.
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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 on any Class of Variable Strip Certificates and (ii) the excess of the
Spread Rate on such Qualified Substitute Mortgage Loan as calculated pursuant to
the definition of "Spread Rate" over the Spread Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
Rating Agency: Fitch and Standard & Poor's with respect to the Senior
Certificates and Fitch with respect to the Class M, Class B-1 and Class B-2
Certificates. If either agency or a successor is no longer in existence, "Rating
Agency" shall be such statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which designation shall be given to
the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of
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the date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which
interest was last paid or advanced to Certificateholders and the Owner of the
Excess Spread up to the last day of the month in which the Cash Liquidation (or
REO Disposition) occurred on the Stated Principal Balance of such Mortgage Loan
(or REO Property) outstanding during each Due Period that such interest was not
paid or advanced, minus (iii) the proceeds, if any, received during the month in
which such Cash Liquidation (or REO Disposition) occurred, to the extent applied
as recoveries of interest at the Net Mortgage Rate and to principal of the
Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or
any Subservicer with respect to related Advances or expenses as to which the
Master Servicer or Subservicer is entitled to reimbursement thereunder but which
have not been previously reimbursed. With respect to each Mortgage Loan which
has become the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a
Class R Certificate.
REMIC: A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of the Trustee for the benefit of the Certificateholders
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and the Owner of the Excess Spread of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
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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 Certificates: 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 and Class R Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100% and
a fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the
Certificate Principal Balance of the Class A-7 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and (ii)(X) and (b) the sum of the amounts required to be distributed
to the Class A Certificateholders and Class R Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided
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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
$713,194 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 27.25% (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) 7.25%
(but not less than 0.00%) per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in
interest.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100%
minus the Senior Percentage as of such Distribution Date.
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
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and (y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro
rata share, based on the Certificate Principal Balance of each Class of Class M
Certificates and Class B Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b) to the extent such
collections are not otherwise distributed to the Class A Certificates and Class
R Certificates; (iii) the product of (x) the related Prepayment Distribution
Percentage and (y) the aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period (other than the related
Discount Fraction of such Principal Payments in Full and Curtailments with
respect to a Discount Mortgage Loans) to the extent not payable to the Class A
Certificates and Class R Certificates; (iv) if such Class is the most senior
Class of Certificates then outstanding (as established in Section 4.05 hereof),
any Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a subordinate
Class of Class M or Class B Certificates minus (b) any Excess Subordinate
Principal Amount not payable to such Class on such Distribution Date pursuant to
the definition thereof; provided, however, that such amount shall in no event
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is subject to a Subservicing
Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into
a Subservicing Agreement and who generally satisfied the requirements set forth
in the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by 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.
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Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders and the Owner
of the Excess Spread by foreclosure or deed in lieu of
foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 499 uncertificated partial
undivided beneficial ownership interests in the Trust Fund numbered sequentially
from 1 through 499, each relating to the particular Mortgage Loan identified by
such
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sequential number on the Mortgage Loan Schedule, each having no principal
balance, and each bearing interest at the respective Spread Rate on the
aggregate Stated Principal Balance of the related Mortgage Loan.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after
December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
Variable Strip Certificates: Any one of any Class of Class
A Certificates issued in accordance with Section 5.01(c).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 98.0% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Variable
Strip or Class R Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; the Holders of the Class R
Certificates shall be entitled to 1.0% of all of the Voting Rights allocated
among the Certificates of each such class in accordance with their respective
Percentage Interests; and the Owner of the Excess Spread and Holders of the
Variable Strip Certificates collectively shall be entitled to 1.0% of all the
Voting Rights, allocated to the Owner of Excess Spread and each Class of
Variable Strip Certificates in proportion to the amount of Accrued Certificate
Interest or amount of Excess Spread as of the immediately preceding Distribution
Date, and allocated among the Certificates of each Class of Variable Strip
Certificates in accordance with their respective Percentage Interests.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has
been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof
to the Person assigning it to the Trustee 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
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by the public recording office in which such document has
been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the Cooperative
Loan with intervening assignments showing an unbroken chain of title
from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect
to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative Loan;
and
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(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in the Cooperative
Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders and the Owner
of Excess Spread until such time as is set forth below. Within ten Business Days
following the earlier of (i) the receipt of the original of each of the
documents or instruments set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of the Mortgage Loans then
being held by the Master Servicer, the Master Servicer shall deliver a complete
set of such documents to the Trustee or the Custodian or Custodians that are the
duly appointed agent or agents of the Trustee.
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
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Assignment referred to in clause (I)(iii) of Section 2.01(b), except in states
where, in the opinion of counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the Trustee's interests in
the Mortgage Loan against the claim of any subsequent transferee or any
successor to or creditor of the Company or the originator of such Mortgage Loan
and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clause (II)(vii) and (x), respectively, of
Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is
lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the original
may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 be construed as a
sale by the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders and the Owner of the Excess Spread. Further, it is not
intended that any such conveyance be deemed to be a pledge of the Mortgage Loans
by the Company to the Trustee to secure a debt or other obligation of the
Company. However, in the event that the Mortgage Loans are held to be property
of the Company or of Residential Funding, or if for any reason this Agreement is
held or deemed to create a security interest in the Mortgage Loans, then it is
intended that (a) this Agreement shall also be deemed to be a security agreement
within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code
and the Uniform Commercial Code of any other applicable jurisdiction; (b) the
conveyance provided for in Sections 2.01 and 2.06 shall be deemed to be (1) a
grant by the Company to the Trustee of a security interest in all of the
Company's right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease, any insurance policies and all other documents
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in the related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof and
(C) any and all general intangibles consisting of, arising from or relating to
any of the foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B) and (C) granted by Residential
Funding to the Company pursuant to the Assignment Agreement; (c) the possession
by the Trustee, the Custodian or any other agent of the Trustee of Mortgage
Notes or such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or
8-321 thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name
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of Residential Funding, the Company or the Trustee (such preparation and filing
shall be at the expense of the Trustee, if occasioned by a change in the
Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Company, or (3) any
transfer of any interest of Residential Funding or the Company in any Mortgage
Loan.
(f) The Master Servicer hereby acknowledges the receipt by it
of cash in an amount equal to $60,634 (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 the
REMIC. To the extent that the Initial Monthly Payment Fund constitutes a reserve
fund for federal income tax purposes, (1) it shall be an outside reserve fund
and not an asset of the REMIC, (2) it shall be owned by the Seller and (3)
amounts transferred by the REMIC to the Initial Monthly Payment Fund shall be
treated as transferred to the Seller or any successor, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders and the Owner of the Excess
Spread. The Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for the benefit of 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
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to Mortgage Loans subject to a Custodial Agreement, and based solely upon a
receipt or certification executed by the Custodian, receipt by the respective
Custodian as the duly appointed agent of the Trustee) of the documents referred
to in Section 2.01(c) above. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees to review each Mortgage File
delivered to it pursuant to Section 2.01(c) within 45 days after receipt thereof
to ascertain that all documents required to be delivered pursuant to such
Section have been received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
any material respect, the Trustee shall promptly so notify the Master Servicer
and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the
Custodian will notify the Master Servicer, the Company and the Trustee of any
such omission or defect found by it in respect of any Mortgage File held by it.
The Master Servicer shall promptly notify the related Subservicer or Seller of
such omission or defect and request that such Subservicer or Seller correct or
cure such omission or defect within 60 days from the date the Master Servicer
was notified of such omission or defect and, if such Subservicer or Seller does
not correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders and the Owner of the Excess Spread or
the Trustee on behalf of the Certificateholders or such Owner.
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Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company .
(a) The Master Servicer hereby represents and warrants to
the Trustee for the benefit of the Certificateholders and the
Owner of the Excess Spread that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state
in which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer is
a party or which may be applicable to the Master Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
Federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
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(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate
of the Company or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the
information, certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each existing Subservicing
Agreement and each designated Subservicer are acceptable to the Master
Servicer and any new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
90 days of its discovery or its receipt of notice of such breach, the Master
Servicer shall either (i) cure such breach in all material respects or (ii) to
the extent that such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price
and in the manner set forth in Section 2.02; provided that if the omission or
defect would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure must occur within 90
days from the date such breach was discovered. The obligation of the Master
Servicer to cure such breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a breach of a representation and
warranty set forth in this Section 2.03(a) available to the Certificateholders
and the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders and the Owner of the Excess Spread that as of the
Closing Date (or, if otherwise specified below, as of the date so specified):
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(i) No Mortgage Loan is one month or more delinquent in payment
of principal and interest as of the Cut-off Date and no Mortgage Loan
has been so delinquent more than once in the 12-month period prior to
the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true
and correct in all material respects at the date or dates respecting
which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month
and terms to maturity at origination or modification of not more than
15 years;
(iv) To the best of the Company's knowledge, 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 12% of the principal balance
of the Mortgage Loan if the Loan-to-Value Ratio is between 90.00% and
85.01% and (c) at least 6% of the principal balance of the Mortgage
Loan 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, no more than
1.3% of the Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged Properties located in any one
zip code area outside California, and no more than 0.7% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off Date are
Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
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<PAGE>
(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) 20.0% 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;
(xi) None of the Mortgage Loans were Buydown Mortgage
Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan
is held by a person as a tenant-stockholder (as defined in Section 216
of the Code) in a cooperative housing corporation (as defined in
Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property as of the date the
Mortgage Loan 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
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(xvii) One of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders and the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(xii), the party
discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material respects or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that the Company shall have the option to
substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan
if such substitution occurs within two years following the Closing Date;
provided that if the omission or defect would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or repurchase must occur within 90 days from the date such breach
was discovered. Any such substitution shall be effected by the Company under the
same terms and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the obligation of the
Company to cure such breach or to so purchase or substitute for any Mortgage
Loan as to which such a breach has occurred and is continuing shall constitute
the sole remedy respecting such breach available to the Certificateholders and
the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner. Notwithstanding the foregoing, the Company
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
and the Owner of the Excess Spread all of its right, title and interest in
respect of the Assignment Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or such Seller's Agreement
relates to the representations and warranties made by
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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 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
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Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the
Certificateholders and the Owner of the Excess Spread to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Loan,
the amended Schedule of Discount Fractions, to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement and the related Subservicing Agreement in all
respects, the related Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute Mortgage Loan contained
in the related Seller's Agreement as of the date of substitution, and the
Company and the Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders and
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the Owner of the Excess Spread or the Trustee on behalf of Certificateholders
and such Owner. If the Master Servicer is Residential Funding, then the Trustee
shall also have the right to give the notification and require the purchase or
substitution provided for in the second preceding paragraph in the event of such
a breach of a representation or warranty made by Residential Funding in the
Assignment Agreement. In connection with the purchase of or substitution for any
such Mortgage Loan by Residential Funding, the Trustee shall assign to
Residential Funding all of the right, title and interest in respect of the
Seller's Agreement and the Assignment Agreement applicable to such Mortgage
Loan.
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which, together with
the ownership interest in the Excess Spread, if any, evidence ownership of the
entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders, the Owner of the Excess Spread and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, or of consent to assumption or modification in
connection with a proposed conveyance, or of assignment of any Mortgage and
Mortgage Note in connection with the repurchase of a Mortgage Loan and all other
comparable instruments, or with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the subordination of the
lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to an Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. Notwithstanding the foregoing, subject to Section
3.07(a), the Master Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause the
REMIC to fail 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
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originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and administering
the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer
(i) may perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders and the Owner of the Excess Spread, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loan so permit, and such costs shall be recoverable
to the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this
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Agreement and as the Master Servicer and the Subservicer have agreed. A
representative form of Subservicing Agreement is attached to this Agreement as
Exhibit G. With the approval of the Master Servicer, a Subservicer may delegate
its servicing obligations to third-party servicers, but such Subservicer will
remain obligated under the related Subservicing Agreement. The Master Servicer
and a Subservicer may enter into amendments thereto or a different form of
Subservicing Agreement, and the form referred to or included in the Program
Guide is merely provided for information and shall not be deemed to limit in any
respect the discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
either this Agreement or the Program Guide in a manner which would materially
and adversely affect the interests of the Certificateholders or the Owner of the
Excess Spread.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee, the Certificateholders and the Owner of the
Excess Spread, shall use its best reasonable efforts to enforce the obligations
of each Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the non-performance of
any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will
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be bound by the terms of the related Subservicing Agreement. If the Master
Servicer or any Affiliate of Residential Funding acts as servicer, it will not
assume liability for the representations and warranties of the Subservicer which
it replaces. If the Master Servicer enters into a Subservicing Agreement with a
successor Subservicer, the Master Servicer shall use reasonable efforts to have
the successor Subservicer assume liability for the representations and
warranties made by the terminated Subservicer in respect of the related Mortgage
Loans and, in the event of any such assumption by the successor Subservicer, the
Master Servicer may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee,
the Certificateholders and the Owner of the Excess Spread for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer or the Company and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter into any
agreement with a Subservicer or Seller for indemnification of the Master
Servicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or Certificateholders
or the Owner of the Excess Spread.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee, the
Certificateholders and the Owner of the Excess Spread shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer in its capacity as such except as
set forth in Section 3.06. The foregoing provision shall not in any way limit a
Subservicer's obligation to cure an omission or defect or to repurchase a
Mortgage Loan as referred to in Section 2.02 hereof.
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Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive,
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modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders or the Owner of the Excess Spread (taking into account any
estimated Realized Loss that might result absent such action); provided,
however, that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
Maturity Date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
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required to be deposited in connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses
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incurred in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the Custodial
Account by the Master Servicer out of its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the location
of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate on any Curtailment received by such
Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
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month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such month, from the
date of application of such Curtailment to the first day of the following month.
Any amounts paid by a Subservicer pursuant to the preceding sentence shall be
for the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall
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provide, or cause the Subservicers to provide, to the Trustee, the Office of
Thrift Supervision or the FDIC and the supervisory agents and examiners thereof
access to the documentation regarding the Mortgage Loans required by applicable
regulations of the Office of Thrift Supervision, such access being afforded
without charge but only upon reasonable request and during normal business hours
at the offices designated by the Master Servicer. The Master Servicer shall
permit such representatives to photocopy any such documentation and shall
provide equipment for that purpose at a charge reasonably approximating the cost
of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in
the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late
Collections of Monthly Payments for which any such advance was made in
the case of Subservicer Advances or Advances pursuant to Section 4.04
and (B) recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
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;
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(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon
and not required to be distributed to the Certificateholders or the
Owner of the Excess Spread as of the date on which the related Stated
Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below or any Advance reimbursable to the
Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred
by and reimbursable to it or the Company pursuant to Sections 3.13,
3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller
(other than an Affiliate of the Company) pursuant to the related
Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause
(ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein
pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
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(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders and the Owner of the Excess Spread (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer
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whose claims-paying ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than the lower of
the then-current rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee, Certificateholders and the Owner of the Excess
Spread, claims to the Insurer under any Primary Insurance Policies, in a timely
manner in accordance with such policies, and, in this regard, to take or cause
to be taken such reasonable action as shall be necessary to permit recovery
under any Primary Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the
Master Servicer under any Primary Insurance Policies shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders and the Owner of the Excess Spread, be added to the amount
owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan so permit. Such costs shall be recoverable by the Master Servicer
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out of related late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan (other than a Cooperative Loan) are
located at the time of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall cause flood
insurance (to the extent available) to be maintained in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property on a
replacement cost basis and (ii) the maximum amount of such insurance available
for the related Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located is
participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee, the
Certificateholders and the Owner of the Excess Spread, claims under any such
blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense
and keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy covering the
Master Servicer's officers and employees and other persons acting on behalf of
the Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable
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replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption
which the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale clause
or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and 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
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thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under
the Code or (subject to Section 10.01(f)), result in the imposition of any tax
on "prohibited transactions" or constitute "contributions" after the startup
date under the REMIC Provisions. The Master Servicer shall execute and deliver
such documents only if it reasonably determines that (i) its execution and
delivery thereof will not conflict with or violate any terms of this Agreement
or cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of insurers under
any Required Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the terms
of the Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize
over the remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be altered nor will the
term of the Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that the Trust Fund would not fail to continue to qualify as a REMIC under
the Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on the REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request
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will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of
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liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses or charges will be recoverable to it through Liquidation Proceeds,
Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Custodial Account pursuant to Section 3.10,
whether or not such expenses and charges are actually recoverable from related
Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of a
determination by the Master Servicer pursuant to this Section 3.14(a), the
Master Servicer shall be entitled to reimbursement of such amounts pursuant to
Section 3.10. Concurrently with the foregoing, the Master Servicer may pursue
any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master Servicer's
sole discretion with respect to any defaulted Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been received, and (ii) for purposes of determining
the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of
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Certificateholders and the Owner of the Excess Spread. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan held in the Trust Fund until such time as the
REO Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within two years after its acquisition by the Trust Fund for
purposes of Section 860G(a)(8) of the Code or, at the expense of the Trust Fund,
request, more than 60 days before the day on which the two-year grace period
would otherwise expire, an extension of the two-year grace period unless the
Master Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion
of Counsel, addressed to the Trustee and the Master Servicer, to the effect that
the holding by the Trust Fund of such REO Property subsequent to such two-year
period will not result in the imposition of taxes on "prohibited transactions"
as defined in Section 860F of the Code or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding
any other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust
Fund to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting from a
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collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be
applied in the following order of priority: first, to reimburse the Master
Servicer or the related Subservicer in accordance with Section 3.10(a)(ii);
second, to the Certificateholders and the Owner of the Excess Spread to the
extent of accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate to the Due Date prior to the
Distribution Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer
shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit H hereto, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any
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insurance coverage provided in respect of the Mortgage Loan under any Required
Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or
cause the Custodian to deliver, the Mortgage File or any document therein to the
Master Servicer. The Master Servicer shall cause each Mortgage File or any
document therein so released to be returned to the Trustee, or the Custodian as
agent for the Trustee when the need therefor by the Master Servicer no longer
exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial
Account or (ii) the Mortgage File or such document has been delivered directly
or through a Subservicer to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered directly or
through a Subservicer to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery. In
the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the
Request for Release with respect thereto to the Master Servicer upon deposit of
the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the
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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 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the
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American Institute of Certified Public Accountants, to furnish a report to the
Company and the Trustee stating its opinion that, on the basis of an examination
conducted by such firm substantially in accordance with standards established by
the American Institute of Certified Public Accountants, the assertions made
pursuant to Section 3.18 regarding compliance with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers during the preceding calendar year are fairly stated in all material
respects, subject to such exceptions and other qualifications that, in the
opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
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Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders and the Owner of
the Excess Spread, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that (i) any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date and (ii) any other
investment may mature on such Distribution Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the Certificates) and shall not be
sold or disposed of prior to maturity. Subject to Section 3.16(e), all income
and gain realized from any such investment shall be for the benefit of the
Master Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments shall
be deposited in the Certificate Account by the Master Servicer out of its own
funds immediately as realized without any right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (i) the Master Servicer on behalf of the
Trustee or (ii) the Paying Agent appointed by the Trustee, shall distribute to
the Owner of the Excess Spread, a distribution thereof pursuant to Section
4.02(a)(i), to the Master Servicer, in the case of a distribution pursuant to
Section 4.02(a)(iii), the amount required to be distributed to the Master
Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and to each
Certificateholder of record on the next
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preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution) either in immediately available funds (by wire transfer or
otherwise) to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may be, or, if
such Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder) of the
following amounts, in the following order of priority (subject to the provisions
of Section 4.02(b)), in each case to the extent of the Available Distribution
Amount:
(i) to the Class A Certificateholders (other than the Class
A-7 Certificateholders), Class R Certificateholders and the Owner of
the Excess Spread, on a pro rata basis based on Accrued Certificate
Interest payable on such Certificates and the amount of Excess Spread
with respect to such Distribution Date, Accrued Certificate Interest on
such Classes of Certificates and such Excess Spread, as applicable, for
such Distribution Date, plus any Accrued Certificate Interest thereon
or Excess Spread remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-7 Certificateholders, the
Class A-7 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other
than Class A-7 Certificateholders) and Class R Certificateholders, in
the priorities and amounts set forth in Sections 4.02(b) through (d)
(to the extent not otherwise distributable on the Class A-7
Certificates), 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
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Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a
Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the related Prepayment Period (other than
the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to a
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related Prepayment
Period (or deemed to have been so received in
accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (other than the related Discount
Fraction of the principal portion of such
unscheduled, collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b)) and
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the Adjusted
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 Adjusted 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
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portion of such unscheduled collections, with respect
to a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Adjusted Senior Accelerated Distribution
Percentage for such Distribution Date times the aggregate
of all Principal Prepayments in Full and Curtailments
received in the related Prepayment Period (other than the
related Discount Fraction of such Principal Prepayments in
Full and Curtailments, with respect to a Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for
such Distribution Date;
(E) except as otherwise set forth in Section 4.02(c),
the Class A-4 Certificates' pro rata share, based on the
aggregate Certificate Principal Balance thereof relative
to the aggregate of the Certificate Principal Balance of
the Class A-4, Class M and Class B Certificates, of the
amount of unscheduled collections and prepayments of the
type referred to but not included in clauses (B) and (C)
above (other than such amounts that are payable to the
Class A-7 Certificates);
(F) any amounts described in subsection (ii)(Y),
clauses (A), (B), (C) and (E) 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
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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-7 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date, minus (y) the amount of any
Class A-7 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-7 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;
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(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-7 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiii),
(xiv) and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-7 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-7 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-7 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
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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 the Available Distribution Amount remaining after the Class
M Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each
such Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if
any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Class B Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the Class B Certificates are
no longer outstanding, the Class of Class M Certificates then outstanding with
the highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid and Excess
Spread remaining unpaid from any previous Distribution Date will be
distributable only to the extent that such unpaid Accrued Certificate Interest
or Excess Spread was attributable to interest shortfalls relating to
Nonrecoverable Advances as determined by the Master Servicer with respect to the
related Mortgage Loan where such Mortgage Loan has not yet been the subject of a
Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates and Class R
Certificates on each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date will be made as follows:
(i) first, to the Class A-7 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-7
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
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related Determination Date, minus the Discount Fraction of
the principal portion of any related Debt Service Reduction
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including
deemed repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount
of any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result
in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (1) the applicable Discount Fraction
of the Stated Principal Balance of such Discount Mortgage
Loan immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage Loan to
the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A)
through (C) above) that remain undistributed; and
(E) the amount of any Class A-7 Collection Shortfalls
for such Distribution Date and the amount of any Class A-7
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 sum of (A) the Class A-4
Certificates' pro rata share, based on the aggregate Certificate
Principal Balance thereof relative to the Certificate Principal Balance
of all other classes of Senior Certificates (other than the Class A-7
Certificates), of the aggregate of the amounts set forth in clauses
4.02(a)(ii)(Y)(A), (D) and (F) and (B) the amount described in clause
4.02(a)(ii)(Y)(E) shall be distributed to the Class A-4 Certificates in
reduction of the Certificate Principal Balances thereof; provided that
if the aggregate of the amounts set forth in clauses 4.02(a)(ii)(Y)(A)
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through (F) is more than the balance of the Available Distribution
Amount remaining after the distributions described in Section
4.02(a)(i) and the Class A-7 Principal Distribution Amount have been
distributed, the amount paid to the Class A-4 Certificates pursuant to
this clause 4.02(b)(ii) shall be reduced by an amount equal to the
Class A-4 Certificates' pro rata share of such difference based on the
aggregate Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of the Senior Certificates
(other than the Class A-7 Certificates);
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clause (ii)
above shall be distributed to the Class R Certificates, until the
Certificate Principal Balance
thereof has been reduced to zero;
(iv) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (ii)
and (iii) above shall be distributed as follows:
(A) first, until the Certificate Principal Balance of
the Class A-1 Certificates has been reduced to zero,
concurrently:
(1) 48.049683676% of the amount set
forth in clause (iv) above to the Class A-1
Certificates;
(2) 28.117794970% of the amount set
forth in clause (iv) above to the Class A-2
Certificates; and
(3) 23.832521354% of the amount set forth in
clause (iv) above to the Class A-5 Certificates, until
the Certificate Principal Balance thereof has been
reduced to zero, and then to the Class A-6
Certificates; and
(B) second, until the Certificate Principal Balances of
the Class A-2 Certificates and Class A-6 Certificates have
been reduced to zero, concurrently,
(1) 54.1243960749% of the amount set
forth in clause (iv) above to the Class A-2
Certificates, and
(2) 45.8756039251% of the amount set
forth in clause (iv) above to the Class A-6
Certificates; and
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(C) third, to the Class A-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero.
(c) After reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A- 4 Certificates and
Class A-7 Certificates) to zero but prior to the occurrence of the
Credit Support Depletion Date, the Available Distribution Amount will
be paid solely to the holders of the Class A-4, Class A-7, Class M and
Class B Certificates and the Owner of the Excess Spread, in each case
as described herein, except that the aggregate amount of Prepayments in
Full and Curtailments (other than the related Discount Fraction of the
principal portion of such unscheduled collections, with respect to a
Discount Mortgage Loan) during the related Prepayment Period will be
distributed as follows:
(i) on any Distribution Date prior to the Distribution
Date occurring in January 2000 on which the Prepayment
Allocation Test is met, the Class M Certificates and Class B
Certificates in the aggregate will receive 50% of their pro
rata share (based on the aggregate Certificate Principal
Balances of the Class A-4, Class M and Class B Certificates
immediately prior to such Distribution Date) of such
Principal Prepayments in Full and Curtailments and the Class
A-4 Certificates will receive the remainder of such
Principal Prepayments in Full and Curtailments;
(ii) on any Distribution Date occurring on or after the
Distribution Date in January 2000 but prior to the
Distribution Date in January 2006 on which the Prepayment
Allocation Test is met, such Principal Prepayments in Full
and Curtailments will be distributed on a pro rata basis
between (X) the Class A-4 Certificates and (Y) the Class M
Certificates and Class B Certificates collectively;
(iii) on any Distribution Date occurring prior to the
Distribution Date occurring in January 2006 on which the
Prepayment Allocation Test is not met, all such Principal
Prepayments in Full and Curtailments will be distributed to
the holders of the Class A-4
Certificates;
(iv) on any Distribution Date on or after the
Distribution Date in January 2006 and prior to the
Distribution Date in January 2007 on which the Adjusted
Senior Accelerated Step-Down Test is met, all such Principal
Prepayments in Full and Curtailments will be distributed on
a pro rata basis between (X) the Class A-4 Certificates and
(Y) the Class M Certificates and Class B Certificates
collectively;
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(v) on any Distribution Date on or after the
Distribution Date in January 2006 and prior to the
Distribution Date in January 2007 on which the Adjusted
Senior Accelerated Step-Down Test is not met, all such
Principal Prepayments in Full and Curtailments will be
distributed to the holders of the Class A-4 Certificates;
and
(vi) on any Distribution Date occurring on or after the
Distribution Date occurring in January 2007, all such
Principal Prepayments in Full and Curtailments will be
distributed on a pro rata basis between (X) the Class A-4
Certificates and (Y) the Class M Certificates and Class B
Certificates collectively.
(d) On or after the occurrence of the Credit Support Depletion Date,
all priorities relating to distributions as described above in respect of
principal among the various classes of Senior Certificates (other than the Class
A-7 Certificates) will be disregarded and an amount equal to the Discount
Fraction of the principal portion of scheduled or unscheduled payments received
or advanced in respect of Discount Mortgage Loans will be distributed to the
Class A-7 Certificates and the Senior Principal Distribution Amount will be
distributed among all classes of Senior Certificates (other than the Class A-7
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated or to the Owner
of the Excess Spread, if applicable, (with the amounts to be distributed
allocated among such Classes and the Excess Spread in the same proportions as
such Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either
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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.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) 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
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otherwise specified therein, and (ii) no interest shall accrue on such
Certificates from and after the end of the prior calendar month. In the event
that Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final cancellation, the
Trustee shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder, the
Owner of the Excess Spread and the Company a statement setting forth the
following information as to the Excess Spread and each Class of Certificates to
the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates allocable to interest and to the Owner
of the Excess Spread;
(iii) if the distribution to the Holders of such Class of
Certificates or such Owner is less than the full amount that would be
distributable to such Holders or Owner if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of
the Mortgage Loans after giving effect to the distribution
of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if
applicable;
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(viii) on the basis of the most recent reports furnished to it
by Subservicers, the number and aggregate principal balances of
Mortgage Loans that are delinquent (A) one month, (B) two months and
(C) three months and the number and aggregate principal balance of
Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xii) the weighted average Spread Rate for such
Distribution Date and the Pass-Through Rate on any Class of
Variable Strip Certificates;
(xiii) the occurrence of the Credit Support Depletion
Date;
(xiv) the Adjusted Senior Accelerated Distribution
Percentage applicable to such distribution;
(xv) the Adjusted Senior Percentage and the Senior
Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such
Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to maturity of
the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon
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reasonable request, such additional information as is reasonably obtainable by
the Master Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Owner of the Excess Spread or the Holder of a Certificate,
other than a Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders and the Owner of the Excess
Spread by the Master Servicer on request) setting forth (i) the Available
Distribution Amount and (ii) the amounts required to be withdrawn from the
Custodial Account and deposited into the Certificate Account on the immediately
succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section
4.01(a). The determination by the Master Servicer of such amounts shall, in the
absence of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be
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protected in relying upon the same without any independent check
or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Debt Service
Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments
were delinquent as of the close of business as of the related Determination
Date; provided that no Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the Custodial Account and
deposit in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution so used shall be
replaced by the Master Servicer by deposit in the Certificate Account on or
before 11:00 A.M. New York time on any future Certificate Account Deposit Date
to the extent that funds attributable to the Mortgage Loans that are available
in the Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders and the Excess Spread required to be made on the following
Distribution Date. The Master Servicer shall be entitled to use any Advance made
by a Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a)(iii) in respect of outstanding
Advances on any Distribution Date shall be allocated to specific Monthly
Payments due but delinquent for previous Due Periods, which allocation shall be
made, to the extent practicable, to Monthly Payments which have been delinquent
for the longest period of time. Such allocations shall be conclusive for
purposes of reimbursement to the Master Servicer from recoveries on related
Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
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In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss
shall be evidenced by an Officers' Certificate. All Realized Losses, other than
Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if such Realized Losses are on a Discount
Mortgage Loan, to the Class A-7 Certificates, in an amount equal to the Discount
Fraction of the principal portion thereof, and the remainder of such Realized
Losses and the entire amount of such Realized Losses on Non-Discount Mortgage
Loans among all the Senior Certificates (other than the Class A-7 Certificates)
and, in respect of the interest portion of such Realized Losses, the
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Excess Spread, on a pro rata basis, as described below. Any Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary
Losses on Non-Discount Mortgage Loans will be allocated among the Class A (other
than the Class A-7 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-7
Certificates in an amount equal to the related Discount Fraction thereof, and
the remainder of such losses on Discount Mortgage Loans will be allocated among
the Class A Certificates (other than the Class A-7 Certificates), Class M, Class
B and Class R Certificates on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates and the Excess Spread means
an allocation on a pro rata basis, among the various Classes so specified and
the Excess Spread, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of the principal
portion of a Realized Loss or based on the Accrued Certificate Interest thereon
or amount of Excess Spread payable on such Distribution Date (without regard to
any Compensating Interest for such Distribution Date) in the case of an interest
portion of a Realized Loss. Except as provided in the following sentence, any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to a Class of Certificates shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated, which allocation shall be
deemed to have occurred on such Distribution Date. Any allocation of the
principal portion of Realized Losses (other than Debt Service Reductions) to the
Class B Certificates or, after the Certificate Principal Balances of the Class B
Certificates have been reduced to zero, to the Class of Class M Certificates
then outstanding with the highest numerical designation shall be made by
operation of the definition of "Certificate Principal Balance" and by operation
of the provisions of Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the provisions of Section 4.02(a). All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.
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Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
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ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company and in the case of any Certificates issued on the Closing Date,
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates, other than the Class R and Variable Strip
Certificates, shall be issuable in minimum dollar denominations of $25,000 (or
$250,000 in the case of the Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates) and integral multiples of $1 (in the case of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 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-7, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates may be issued in a
denomination equal to the denomination set forth as follows for such Class or
the sum of such denomination and an integral multiple of $1,000:
Class A-7 $25,675.05
Class M-1 $25,800.00
Class M-2 $250,300.00
Class M-3 $250,400.00
Class B-1 $250,100.00
Class B-2 $250,700.00
Class B-3 $250,569.62
The Class R and Variable Strip Certificates shall be issuable in
minimum denominations of not less than a 20% Percentage Interest; provided,
however, that one Class R Certificate will be issuable to Residential Funding as
"tax matters person" pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. 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
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such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Certificate Registrar by manual signature,
and such certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-7 Certificates and
Variable Strip Certificates, shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided below, registration of such Certificates may not be transferred by
the Trustee except to another Depository that agrees to hold such Certificates
for the respective Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-7 Certificates and
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
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advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Company in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) From time to time the Company, with the written consent of the
Owner of the Excess Spread, may cause an additional Class of Class A
Certificates which are Variable Strip Certificates to be issued under this
Agreement, which shall bear a numerical designation immediately sequentially
following the highest numerical designation of Class A Certificates previously
issued and which on and after the date of issuance of such Class of Variable
Strip Certificates will evidence ownership of the Uncertificated REMIC Regular
Interest or Interests specified by the Company. The Variable Strip Certificates
shall be substantially in the forms set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of the Company in
accordance with Section 5.01(a).
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on Transfer of
Excess Spread.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar, or the Trustee, shall provide the
Master Servicer with a certified list of Certificateholders as of each Record
Date prior to the related Determination Date.
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(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as provided in Section 5.02(e), in the
event that a transfer of a Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer and (B) the Trustee shall require the transferee to execute
a representation letter, substantially in the form of Exhibit J hereto, and the
Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit K hereto, each acceptable to and in form
and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer or (ii) the prospective transferee of such a Certificate
shall be required to provide the Trustee, the Company and the Master Servicer
with an investment letter substantially in the form of Exhibit L attached hereto
(or such other form as the Company in its sole discretion deems acceptable),
which investment letter shall not be an expense of the Trustee, the Company or
the Master Servicer, and which investment letter states that, among other
things, such transferee (A) is a
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"qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (B) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A. The Holder of any such Certificate
desiring to effect any such transfer, sale, pledge or other disposition shall,
and does hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar against any liability that may result if
the transfer, sale, pledge or other disposition is not so exempt or is not made
in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (i) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase or holding of such Class M, Class B or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code
(or comparable provisions of any subsequent enactments), and will not subject
the Trustee, the Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Company and the Master Servicer with a certification to the effect set forth in
paragraph six of Exhibit J (with respect to any Class M Certificate or any Class
B Certificate) or with a certification to the effect set forth in paragraph five
of Exhibit I-1 (with respect to any Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested is not an
employee benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person (including an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer
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and to do all other things necessary in connection with any such sale. The
rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that
it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to
the Master Servicer, representing and warranting, among other things,
that no purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in
a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the
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Trustee written notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in
a Class R Certificate, if it is, or is holding an Ownership Interest in
a Class R Certificate on behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section 5.02(f) and
to the extent that the retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the
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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 the Trust Fund to cease to qualify as a REMIC
and will not cause (x) the Trust Fund to be subject to an entity-level
tax caused by the Transfer of any Class R Certificate to a Person that
is a Disqualified Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused by the Transfer of a
Class R Certificate to a Person that is not a Permitted Transferee.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be destroyed by the Certificate Registrar.
(i) So long as any Excess Spread remains uncertificated, no transfer,
sale, pledge or other disposition thereof shall be made by Residential Funding.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(g).
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Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders and the Owner of the Excess Spread
pursuant to Section 4.02. In the event of any such appointment, on or prior to
each Distribution Date the Master Servicer on behalf of the Trustee shall
deposit or cause to be deposited with the Paying Agent a sum sufficient to make
the payments to the Certificateholders and the Owner of the Excess Spread in the
amounts and in the manner provided for in Section 4.02, such sum to be held in
trust for the benefit of the Certificateholders and the Owner of the Excess
Spread.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders and the Owner of the Excess Spread in trust for the benefit
of the Certificateholders and such Owner entitled thereto until such sums shall
be paid to such Certificateholders and such Owner. Any sums so held by such
Paying Agent shall be held only in Eligible Accounts to the extent such sums are
not distributed to the Certificateholders and such Owner on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance
is less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of one month's Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
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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 and any
previously unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's
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failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company
or the Master Servicer; Assignment of Rights
and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R 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
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delegation shall be a Person which is qualified to service mortgage loans on
behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee and the
Company, is willing to service the Mortgage Loans and executes and delivers to
the Company and the Trustee an agreement, in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to such assignment
and delegation will not be qualified, reduced or withdrawn as a result of such
assignment and delegation (as evidenced by a letter to such effect from each
Rating Agency). In the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this Agreement, except
that the Master Servicer shall remain liable for all liabilities and obligations
incurred by it as Master Servicer hereunder prior to the satisfaction of the
conditions to such assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders or the Owner of
the Excess Spread for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Company, the Master
Servicer or any such Person against any breach of warranties or representations
made herein or any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of 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.
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Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Owner of the Excess Spread or the Holders of
Certificates of any Class any distribution required to be made under
the terms of the Certificates of such Class and this Agreement and, in
either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to the
Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Owner of the Excess Spread
or the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part
of the Master Servicer contained in the Certificates of any Class or in
this Agreement and such failure shall continue unremedied for a period
of 30 days (except that such number of days shall be 15 in the case of
a failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Master Servicer by the
Trustee or the Company, or to the Master Servicer, the Company and the
Trustee by the Owner of the Excess Spread or the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in 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
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(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates or the Owner of the Excess Spread
entitled to at least 51% of the Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Company if given by the Trustee or to
the Trustee if given by the Company), terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Master Servicer and the
Company, immediately terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder as provided in
Section 4.04(b). On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for administration by it
of all cash
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amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master
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Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, which is also a
FNMA- or FHLMC-approved mortgage servicing institution, having a net worth of
not less than $10,000,000 as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee shall become successor to the Master
Servicer and shall act in such capacity as hereinabove provided. In connection
with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. The Servicing Fee for any successor Master Servicer appointed
pursuant to this Section 7.02 will be lowered with respect to those Mortgage
Loans, if any, where the Subservicing Fee accrues at a rate of less than 0.20%
per annum in the event that the successor Master Servicer is not servicing such
Mortgage Loans directly and it is necessary to raise the related Subservicing
Fee to a rate of 0.20% per annum in order to hire a Subservicer with respect to
such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders and the Owner of the Excess Spread at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by
a default or Event of Default hereunder, and the Owner of the Excess Spread if
affected thereby, may waive such default or Event of Default; provided, however,
that (a) a default or Event of Default under clause (i) of Section 7.01 may be
waived only by all of the Holders of Certificates affected by such default or
Event of Default and the Owner of the Excess Spread if so affected and (b) no
waiver pursuant to this Section
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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 affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders and the Owner of the Excess Spread of any such documents
which do not materially conform to the requirements of this Agreement in the
event that the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(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
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Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee by
the Company or the Master Servicer and which on their face, do not
contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company 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
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the Trust Fund or its assets or transactions including, without limitation, (A)
"prohibited transaction" penalty taxes as defined in Section 860F of the Code,
if, when and as the same shall be due and payable, (B) any tax on contributions
to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C)
any tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders or the
Owner of the Excess Spread, pursuant to the provisions of this
Agreement, unless such Certificateholders or such Owner shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default (which
has not been cured), to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill
in their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default
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which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests, aggregating not
less than 50%; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the Trustee
may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns prepared by or on behalf of the Master
Servicer that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
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Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with,
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the acceptance and administration of the Trust Fund, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after the
Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the prior consent of the
Master Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders or the Owner of the Excess Spread
pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
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Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders or the Owner of the Excess Spread any
amount required to be distributed hereunder, if such amount is held by the
Trustee or its Paying Agent (other than the Master Servicer or the Company) for
distribution or (ii) to otherwise observe or perform in any material respect any
of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or
30 days (in respect of clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied, shall have been given to
the Trustee by the Company, then the Company may remove the Trustee and appoint
a successor trustee by written instrument delivered as provided in the preceding
sentence. In connection with the appointment of a successor trustee pursuant to
the preceding sentence, the Company shall, on or before the date on which any
such appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates or Excess Spread entitled to at least
51% of the Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by
such Holders or their attorneys-in-fact duly authorized, one complete set of
which
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instruments shall be delivered to the Company, one complete set to the Trustee
so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee,
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shall be the successor of the Trustee hereunder, provided such corporation or
national banking association shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders and the Owner of the Excess Spread at
their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates or 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
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separate trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article VIII. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders and the Owner of the Excess Spread.
Each Custodian shall be a depository institution subject to supervision by
federal or state authority, shall have a combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File. Each Custodial Agreement may be amended only
as provided in Section 11.01. The Trustee shall notify the Certificateholders
and the Owner of the Excess Spread of the appointment of any Custodian (other
than the Custodian appointed as of the Closing Date) pursuant to this Section
8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 14 Wall Street, 8th
Floor, New York, 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 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates and the Excess Spread (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the Owner of the Excess Spread and the obligation
of the Company to send certain notices as hereinafter set forth) shall terminate
upon the last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate to, but not including, the
first day of the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date
hereof and provided further that the purchase price set forth above
shall be increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of the Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final Distribution Date being less than
ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer
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shall be deemed to have been reimbursed for the full amount of any unreimbursed
Advances theretofore made by it with respect to the Mortgage Loans. In addition,
the Master Servicer or the Company, as applicable, shall provide to the Trustee
the certification required by Section 3.15 and the Trustee and any Custodian
shall, promptly following payment of the purchase price, release to the Master
Servicer or the Company, as applicable, the Mortgage Files pertaining to the
Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders and the Owner of the Excess Spread (whether as a result of
the exercise by the Master Servicer or the Company of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms hereof)
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer or the Company, as applicable (if it is exercising its
right to purchase the assets of the Trust Fund), or by the Trustee (in any other
case) by letter to the Certificateholders and the Owner of the Excess Spread
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates and the Excess Spread is anticipated to be
made upon presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known,
and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R Certificates, that
payment will be made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders and the Owner of the Excess Spread as aforesaid, it
shall give such notice to the Certificate Registrar at the time such notice is
given to Certificateholders and the Owner of the Excess Spread. In the
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event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A, Class M, Class B and Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's or the Company's election
to repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.02(a), and
(B) with respect to the Class R Certificates, any excess of the amounts
available for distribution (including the repurchase price specified in clause
(ii) of subsection (a) of this Section) over the total amount distributed under
the immediately preceding clause (A) and the Excess Spread. The Trustee shall
also distribute to the Owner the Excess Spread.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation 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
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the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.02 will not
(i) result in the imposition on the Trust Fund of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause the Trust
Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund and specify the first day of such period in a
statement attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Master Servicer also shall
satisfy all of the requirements of a qualified liquidation for the
Trust Fund under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its
right to purchase the assets of the Trust Fund, the Master Servicer
shall, during the 90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the assets of the Trust Fund
for cash; provided, however, that in the event that a calendar quarter
ends after the commencement of the 90-day liquidation period but prior
to the Final Distribution Date, the Master Servicer or the Company
shall not purchase any of the assets of the Trust Fund prior to the
close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state law.
Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, the Class A, Class M and Class B Certificates and the Excess
Spread shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests" in
the REMIC. The REMIC Administrator and the Trustee shall not permit the creation
of any "interests" (within the meaning of Section 860G of the Code) in the REMIC
other than the Certificates and the Uncertificated REMIC Regular Interests.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of the Class R Certificates and shall
be designated as "the tax matters person" with respect to the REMIC in the
manner provided under Treasury regulations section 1.860F-4(d) and temporary
Treasury regulations section 301.6231(a)(7)-1T. Residential Funding, as tax
matters person, shall (i) act on behalf of the REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be
prepared all of the Tax Returns that it determines are required
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with respect to the REMIC created hereunder and deliver such Tax Returns in a
timely manner to the Trustee and the Trustee shall sign and file such Tax
Returns in a timely manner. The expenses of preparing such returns shall be
borne by the REMIC Administrator without any right of reimbursement therefor.
The REMIC Administrator agrees to indemnify and hold harmless the Trustee with
respect to any tax or liability arising from the Trustee's signing of Tax
Returns that contain errors or omissions. The Trustee and Master Servicer shall
promptly provide the REMIC Administrator with such information as the REMIC
Administrator may from time to time request for the purpose of enabling the
REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause the REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties more specifically set
forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control that, under the REMIC Provisions, if taken or
not taken, as the case may be, could (i) endanger the status of the REMIC as a
REMIC or (ii) result in the imposition of a tax upon the REMIC (including but
not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of an Opinion of
Counsel or the indemnification referred to in this sentence, an "Adverse REMIC
Event") unless the Master Servicer or the REMIC Administrator, as applicable,
has received an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Master Servicer
or the REMIC Administrator, as applicable, determines that taking such action is
in the best interest of the Trust Fund and the
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Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the REMIC created
hereunder, endanger such status or, unless the Master Servicer, the REMIC
Administrator or both, as applicable, determine in its or their sole discretion
to indemnify the Trust Fund against the imposition of such a tax, result in the
imposition of such a tax. Wherever in this Agreement a contemplated action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel
that such action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and that all other preconditions to the taking of such action have been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the REMIC or its assets, or causing the REMIC to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the REMIC and the Trustee shall not take
any such action or cause the REMIC to take any such action as to which the
Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that an Adverse REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may
be required by the Code, the Master Servicer will to the extent within its
control and the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of the REMIC as "qualified mortgages" as defined
in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions"
of the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this
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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 the REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to the REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the REMIC will
not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which the REMIC will receive a
fee or other compensation for services nor permit the REMIC to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the Excess
Spread and the Certificate Principal Balance of each Class of Certificates
(other than the Variable Strip Certificates) representing a regular interest in
the REMIC would be reduced to zero is December 25, 2011, which is the
Distribution Date immediately following the latest scheduled maturity of any
Mortgage Loan. The latest possible Maturity Date for each Uncertificated REMIC
Regular Interest is the Distribution Date immediately following the latest
scheduled maturity date for the related Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt
Obligations" for the REMIC.
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(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of
the REMIC pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for the REMIC, nor sell or dispose of any investments in the Custodial
Account or the Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master Servicer
has determined in its sole discretion to indemnify the Trust Fund against such
tax, cause the REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the
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Trustee's execution of Tax Returns prepared by the Master Servicer that contain
errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be
amended from time to time by the Company, the Master Servicer and
the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates by virtue of their being the "residual interests" in the
REMIC provided that (A) such change shall not result in reduction of
the rating assigned to any such Class of Certificates below the lower
of the then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and (B) such
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change shall not (subject to Section 10.01(f)), as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee,
(vi) to provide for all or a portion of the Excess
Spread to be certificated and designated as a Variable Strip
Certificate, or
(vii) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby
and the Owner of the Excess Spread, if affected thereby, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class or of the Excess
Spread; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate or
the Excess Spread without the consent of the Holder of such Certificate
or the Owner of the Excess Spread,
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
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(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder and the Owner of the Excess Spread. It shall not be necessary
for the consent of Certificateholders under this Section 11.01 to approve the
particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) the Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is outstanding. In
the event that the Company elects to provide such coverage in the form of a
limited guaranty provided by General Motors Acceptance Corporation, the Company
may elect that the text of such
NY1-182716.4
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<PAGE>
amendment to this Agreement shall be substantially in the form attached hereto
as Exhibit M (in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit N, with such changes as the
Company shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to at least 25% of
the Voting Rights), but only upon direction accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders or the Owner of the
Excess Spread from time to time as partners or members of an association; nor
shall any Certificateholder or the Owner of the Excess Spread be under any
liability to any third person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
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(c) Neither the Owner of the Excess Spread nor any Certificateholder
shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee
a written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates of any Class evidencing in
the aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding it being understood and intended, and being expressly covenanted by
each Certificateholder and the Owner of the Excess Spread with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 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
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Trustee, One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126,
Attention: Residential Funding Corporation Series 1996-S24 or such other address
as may hereafter be furnished to the Company and the Master Servicer in writing
by the Trustee, (d) in the case of Fitch, One State Street Plaza, New York, New
York 10004, or such other address as may hereafter be furnished to the Company,
the Trustee and the Master Servicer in writing by Fitch and (e) in the case of
Standard & Poor's, 25 Broadway, New York, New York 10004 or such other address
as may be hereafter furnished to the Company, Trustee, and Master Servicer by
Standard & Poor's. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's
blanket fidelity bond and the errors and omissions insurance policy
required by Section 3.12 or the cancellation or modification of
coverage under any such instrument,
(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,
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<PAGE>
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates or the Owner of the Excess Spread
resulting from the failure by the Master Servicer to make an Advance
pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new
NY1-182716.4
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<PAGE>
certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
NY1-182716.4
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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: Randy Van Zee
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane S. Wold
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
NY1-182716.4
<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 Randy Van Zee, 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]
NY1-182716.4
<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 Diane S. Wold, 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]
NY1-182716.4
2
<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 Bankers Trust Company, the New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
NY1-182716.4
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL
REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH
ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE
LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS 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] [$100,000] OF
[INITIAL
CERTIFICATE PRINCIPAL BALANCE], THE YIELD TO MATURITY IS ___% AND THE
AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER
[$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], COMPUTED
USING
THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR
AT ANY OTHER
RATE [OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
NY1-182716.4
<PAGE>
Certificate No. ____ 7.25% Pass-Through Rate
Class A-__ Senior [Variable Pass-Through Rate
Date of Pooling and Servicing based on a Notional Amount]
Agreement and Cut-off Date: [Percentage Interest: ___%]
December 1, 1996
Aggregate [Initial Certificate
Principal Balance] of the Class
A-__ Certificates:
First Distribution Date:
January 25, 1997 [Aggregate Notional Amount
of the Class A-_ Certificates}
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP ______-_____
December 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S24
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
[(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
A-___ Certificates, both
NY1-182716.4
A-2
<PAGE>
as specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of Class A-__
Certificates on such Distribution Date. The Notional Amount of the Class A-_
Certificates as of any date of determination is equal to the aggregate Stated
Principal Balance of the Mortgage Loans corresponding to the related
Uncertificated REMIC Regular Interests represented by the Class A-_ Certificates
immediately prior to such date. The Class A-_ Certificates have no Certificate
Principal Balance.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. [The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to
NY1-182716.4
A-3
<PAGE>
the extent of distributions allocable to principal and any Realized
Losses allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations
NY1-182716.4
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<PAGE>
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
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A-5
<PAGE>
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
NY1-182716.4
A-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-182716.4
A-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
AND CLASS R CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED
IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS 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.]
NY1-182716.4
<PAGE>
Certificate No. ___ 7.25% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
December 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 25, 1996
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S24
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class M-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the
NY1-182716.4
B-2
<PAGE>
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited
NY1-182716.4
B-3
<PAGE>
transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement, either stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on 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.
NY1-182716.4
B-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
NY1-182716.4
B-5
<PAGE>
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
NY1-182716.4
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
<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 C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS
DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE
FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE
DATE OF THIS CERTIFICATE IS 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.
NY1-182716.4
<PAGE>
Certificate No. __ 7.25 % 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, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S24
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I,
Inc. is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal Balance of this
Certificate by the aggregate Certificate Principal Balance of all Class B-__
Certificates, both as specified above) in certain distributions with respect to
a Trust Fund consisting primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold
by Residential Funding Mortgage Securities
NY1-182716.4
C-2
<PAGE>
I, Inc. (hereinafter called the "Company," which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master Servicer and Bankers Trust Company,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
NY1-182716.4
C-3
<PAGE>
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation
NY1-182716.4
C-4
<PAGE>
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
NY1-182716.4
C-5
<PAGE>
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
NY1-182716.4
C-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-182716.4
C-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").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF
THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH
PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
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.
NY1-182716.4
<PAGE>
Certificate No. ___ 7.25% Pass-Through Rate
Class R Senior Aggregate Initial
Certificate Principal
Balance of the Class R
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
December 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 25, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP __________
Assumed Final Distribution Date:
December 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S24
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to a 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
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<PAGE>
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and Bankers Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized
NY1-182716.4
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<PAGE>
Losses allocable hereto. Notwithstanding the reduction of the Certificate
Principal Balance hereof to zero, this Certificate will remain outstanding under
the Agreement and the Holder hereof may have additional obligations with respect
to this Certificate, including tax liabilities, and may be entitled to certain
additional distributions hereon, in accordance with the terms and provisions of
the Agreement.
No transfer of this Class R Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
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
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<PAGE>
in the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master 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
NY1-182716.4
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<PAGE>
liquidation of the last Mortgage Loan subject thereto or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
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.
NY1-182716.4
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-182716.4
D-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
BANKERS TRUST COMPANY, as Trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE
SECURITIES
I, INC. (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with
any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee
have entered into a Pooling and Servicing Agreement dated as of December 1,
1996, relating to the issuance of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1996-S24 (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.
NY1-182716.4
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all
documents required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine
NY1-182716.4
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<PAGE>
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face. If in performing the review required by this
Section 2.3 the Custodian finds any document or documents constituting a part of
a Mortgage File to be defective in any material respect, the Custodian shall
promptly so notify the Company, the Master Servicer and the Trustee. Upon
receipt of written notification from the Master Servicer, signed by a Servicing
Officer, that the Master Servicer or a Subservicer, as the case may be, has made
a deposit into the Certificate Account in payment for the purchase of the
related Mortgage Loan in an amount equal to the Purchase Price for such Mortgage
Loan, the Custodian shall release to the Master Servicer the related Mortgage
File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a list of all of
the documents relating to the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage
Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
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<PAGE>
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to
NY1-182716.4
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<PAGE>
the Custodian, the Custodian is exclusively the bailee and agent of the Trustee
and has no instructions to hold any Mortgage Note or Mortgage for the benefit of
any person other than the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody
NY1-182716.4
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<PAGE>
of the Mortgage Files itself and give prompt notice thereof to the Company, the
Master Servicer and the Custodian, or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the Mortgage Files and no successor
Custodian shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder.
Any successor Custodian shall be a depository institution subject
to supervision or examination by federal or state authority and
shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or
the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
------------------------------------
Person into which the Custodian may be merged or converted or with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall be
a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this Agreement
or pursuant to any other instrument or document delivered hereunder
NY1-182716.4
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<PAGE>
shall be in writing and, unless otherwise specifically provided, may be
delivered personally, by telegram or telex, or by registered or certified mail,
postage prepaid, return receipt requested, at the addresses specified on the
signature page hereof (unless changed by the particular party whose address is
stated herein by similar notice in writing), in which case the notice will be
deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
NY1-182716.4
E-7
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1996-S24
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
E-8
<PAGE>
STATE OF ILLINOIS )
) 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 Vice President of Bankers Trust Company, a New York banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
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 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 30th 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 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]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 30, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
Re: Custodial Agreement dated as of December 1, 1996,
by and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S24
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
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
Re: Custodial Agreement dated as of December 1, 1996,
by and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S24
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
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
Re: Custodial Agreement dated as of December 1, 1996,
by and among Bankers Trust Company, Residential
Funding Mortgage Securities I, Inc., Residential
Funding Corporation and Norwest Bank Minnesota,
National Association, Mortgage Pass-Through
Certificates, Series 1996-S24
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule containing (I) with respect to each such Mortgage Loan
(other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee
or an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
<PAGE>
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage Loan or
a copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the
Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
E-4
<PAGE>
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
E-5
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 12/17/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.07.34 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S24 CUTOFF : 12/01/96
POOL : 0004233
:
:
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 #
______________________________________________________________________________
1461986 070/728 F 120,000.00 ZZ
120 112,040.70 1
448 RICHMOND HILL ROAD 8.500 1,487.83 70
8.250 1,487.83 172,000.00
STATEN ISLAND NY 10314 2 11/06/95 00
0380305897 01 01/01/96 0
5474601 O 12/01/05
0
1488422 074/728 F 432,450.00 ZZ
180 420,524.05 1
5850 W CHERRY LANE 7.625 4,039.64 73
7.375 4,039.64 595,000.00
MERIDIAN ID 83642 5 02/12/96 00
0380397795 05 04/01/96 0
1506075365 O 03/01/11
0
1498919 E05/E05 F 302,000.00 ZZ
180 295,494.47 1
22454 NORFOLK 7.500 2,799.58 72
7.250 2,799.58 425,000.00
NOVI MI 48374 2 04/11/96 00
1050374 05 06/01/96 0
1050374 O 05/01/11
0
1502435 A35/A35 F 250,000.00 ZZ
180 246,951.44 1
80 THIRD STREET 7.500 2,317.53 28
7.250 2,317.53 900,000.00
GARDEN CITY NY 11530 1 07/18/96 00
UNKNOWN 05 09/01/96 0
1
UNKNOWN O 08/01/11
0
1512156 025/025 F 531,071.51 ZZ
180 515,635.28 1
3835 PACES FERRY ROAD 7.000 4,773.42 46
6.750 4,773.42 1,175,000.00
ATLANTA GA 30327 2 03/01/96 00
524912 05 04/01/96 0
524912 O 03/01/11
0
1513719 F45/163 F 120,000.00 ZZ
180 118,299.38 1
11 SCOOTER LANE 8.375 1,172.91 75
8.125 1,172.91 160,000.00
HICKSVILLE NY 11801 1 06/05/96 00
202427133 05 08/01/96 0
UNKNOWN O 07/01/11
0
1515214 F45/163 F 78,000.00 ZZ
180 76,711.78 1
131 DUCK POND DRIVE NORTH 8.750 779.57 46
8.500 779.57 170,000.00
WANTAGH NY 11793 2 05/15/96 00
202211271 05 07/01/96 0
0109447 O 06/01/11
0
1517981 074/074 F 142,800.00 ZZ
180 140,518.15 1
20920 59TH AVENUE NORTHEAST 9.125 1,459.02 68
8.875 1,459.02 210,000.00
ARLINGTON WA 98223 2 05/21/96 00
1565131640 05 07/01/96 0
1565131640 O 06/01/11
0
1518512 742/G01 F 400,000.00 ZZ
180 396,584.95 1
27 HIDDEN PINES 8.250 3,880.56 50
8.000 3,880.56 800,000.00
AMHERST NY 14051 1 08/23/96 00
0430087270 05 10/01/96 0
4087540 O 09/01/11
0
1
1518921 405/405 F 339,375.00 ZZ
180 336,413.09 1
2670 BELINDA COURT 8.000 3,243.25 75
7.750 3,243.25 452,500.00
FULLERTON CA 92631 1 08/19/96 00
3992583 03 10/01/96 0
3992583 O 09/01/11
0
1519218 637/G01 F 500,000.00 ZZ
180 498,555.07 1
22 GRACE DRIVE 8.000 4,778.26 30
7.750 4,778.26 1,700,000.00
OLD WESTBURY NY 11568 1 10/07/96 00
0430076646 05 12/01/96 0
9228750 O 11/01/11
0
1520273 998/G01 F 234,500.00 ZZ
180 232,453.39 1
147 VALLEYVIEW WAY SO 8.000 2,241.01 70
7.750 2,241.01 335,000.00
SAN FRANCISCO CA 94080 1 08/27/96 00
0430057364 03 10/01/96 0
59645549 O 09/01/11
0
1521051 E85/G01 F 650,000.00 ZZ
180 648,100.71 1
55 TAPPAN ROAD 7.875 6,164.92 40
7.625 6,164.92 1,640,000.00
SAN ANSELMO CA 94960 2 10/04/96 00
0430069609 05 12/01/96 0
9600196 O 11/01/11
0
1521119 076/076 F 942,500.00 ZZ
180 937,443.49 1
8925 MEMORIAL DRIVE 8.875 9,489.51 65
8.625 9,489.51 1,450,000.00
HOUSTON TX 77024 1 09/16/96 00
7053103 05 11/01/96 0
7053103 O 10/01/11
0
1521946 429/429 F 274,500.00 ZZ
180 271,398.68 1
36920 ALDGATE COURT 8.375 2,683.04 90
8.125 2,683.04 305,000.00
1
FARMINGTON HILL MI 48335 1 07/15/96 04
0021582637 05 09/01/96 25
0021582637 O 08/01/11
0
1522840 147/G01 F 280,000.00 ZZ
180 278,463.84 1
10008 LAUREL SPRINGS AVENUE 8.625 2,777.83 75
8.375 2,777.83 373,671.00
LAS VEGAS NV 89134 1 09/23/96 00
0430076083 03 11/01/96 0
785558 O 10/01/11
0
1523001 731/G01 F 202,500.00 ZZ
180 200,808.90 1
23761 LAWSON ROAD 8.500 1,994.10 63
8.250 1,994.10 322,000.00
CORONA CA 91719 2 08/12/96 00
0430059659 05 10/01/96 0
412610035 O 09/01/11
0
1523855 405/405 F 395,000.00 ZZ
180 393,858.50 1
7115 MC ADAMS LANE 8.000 3,774.83 61
7.750 3,774.83 650,000.00
FELTON CA 95131 2 10/03/96 00
3984788 05 12/01/96 0
3984788 O 11/01/11
0
1524306 A59/G01 F 35,250.00 ZZ
180 35,029.36 1
1601 N INNSBRUCK DRIVE 8.375 344.55 75
#129 8.125 344.55 47,000.00
FRIDLEY MN 55432 5 09/20/96 00
0430034702 01 11/01/96 0
1524306 O 10/01/11
0
1524350 A35/A35 F 410,000.00 ZZ
180 408,775.28 1
175 WEST SHORE ROAD 7.625 3,829.93 69
7.375 3,829.93 600,000.00
GREAT NECK NY 11024 1 10/09/96 00
UNKNOWN 05 12/01/96 0
UNKNOWN O 11/01/11
0
1
1524706 808/G01 F 227,700.00 ZZ
180 226,394.05 1
5434 WILDFLOWER DRIVE 8.125 2,192.49 80
7.875 2,192.49 284,645.00
LIVERMORE CA 94550 1 09/18/96 00
0430055558 05 11/01/96 0
9403864 O 10/01/11
0
1525166 A26/G01 F 230,000.00 ZZ
180 229,405.77 1
29 DOUGLAS ROAD 9.250 2,367.15 66
9.000 2,367.15 350,000.00
STATEN ISLAND NY 10304 1 10/17/96 00
0430056390 05 12/01/96 0
UNKNOWN O 11/01/11
0
1525272 635/225 F 300,000.00 T
180 297,576.80 1
1500 ATLANTIC BLVD UNIT 415 8.875 3,020.54 80
8.625 3,020.54 375,000.00
KEY WEST FL 33040 1 08/30/96 00
6592521 01 10/01/96 0
6592521 O 09/01/11
0
1527356 998/G01 F 234,000.00 ZZ
180 232,657.92 1
9605 STAMPS AVENUE 8.125 2,253.15 90
7.875 2,253.15 260,000.00
DOWNEY CA 90240 1 09/23/96 10
0430057414 05 11/01/96 12
99606162 O 10/01/11
0
1527447 637/G01 F 230,000.00 ZZ
180 227,665.12 1
2538 JARDIN DRIVE 8.250 2,231.33 73
8.000 2,231.33 316,365.00
FT LAUDERDALE FL 33327 1 08/13/96 00
0430058933 03 10/01/96 0
9111238 O 09/01/11
0
1527672 074/G01 F 650,000.00 ZZ
180 642,243.77 1
1
7937 PARAGON CIRCLE 7.750 6,118.29 78
7.500 6,118.29 835,241.00
PLEASANTON CA 94588 1 07/16/96 00
0430034405 03 09/01/96 0
1481000969 O 08/01/11
0
1527723 074/G01 F 358,200.00 T
180 353,123.57 1
79-875 TANGELO 8.375 3,501.15 78
8.125 3,501.15 462,000.00
LA QUINTA CA 92253 1 06/17/96 00
0430036962 03 08/01/96 0
1562161124 O 07/01/11
0
1527835 E57/G01 F 260,000.00 ZZ
180 255,159.46 1
4521 LOMA VISTA DRIVE 8.375 2,541.31 73
8.125 2,541.31 360,000.00
LA CANADA CA 91011 2 09/30/96 00
0430053280 05 11/01/96 0
74952005253 O 10/01/11
0
1527853 731/G01 F 650,000.00 ZZ
180 648,100.71 1
2141 RIMCREST DRIVE 7.875 6,164.92 75
7.625 6,164.92 875,000.00
GLENDALE CA 91207 2 10/04/96 00
0430066167 05 12/01/96 0
411510774 O 11/01/11
0
1528025 369/G01 F 259,250.00 ZZ
180 258,517.25 1
149 SAGE ROAD 8.250 2,515.09 80
8.000 2,515.09 325,000.00
HOUSTON TX 77056 2 10/11/96 00
0430066910 09 12/01/96 0
60174521 O 11/01/11
0
1528564 559/G01 F 203,000.00 ZZ
180 202,432.59 1
6341 BANCROFT WAY 8.375 1,984.18 58
8.125 1,984.18 350,000.00
SAN JOSE CA 95129 2 10/02/96 00
0430066340 05 12/01/96 0
1
5389788 O 11/01/11
0
1529187 405/405 F 419,138.00 ZZ
180 417,926.74 1
565 PLAZA DEL CID 8.000 4,005.51 80
7.750 4,005.51 523,923.00
CHULA VISTA CA 91910 1 10/10/96 00
4021994 05 12/01/96 0
4021994 O 11/01/11
0
1529330 759/G01 F 248,000.00 ZZ
180 247,291.22 1
1515 GREENWOOD AVENUE 8.125 2,387.95 80
7.875 2,387.95 310,000.00
SAN CARLOS CA 94070 2 10/01/96 00
0430057521 05 12/01/96 0
5354112267 O 11/01/11
0
1529901 637/G01 F 417,700.00 ZZ
180 415,250.95 1
131 BROOKSTONE DRIVE 7.875 3,961.68 70
7.625 3,961.68 600,000.00
PRINCETON NJ 08540 2 09/16/96 00
0430055194 05 11/01/96 0
9111329 O 10/01/11
0
1530276 E16/G01 F 381,500.00 ZZ
180 380,397.51 1
26 RIDGE ROAD 8.000 3,645.82 88
7.750 3,645.82 435,000.00
LEBANON NJ 08833 1 10/15/96 10
0430059949 05 12/01/96 12
108801114 O 11/01/11
0
1530398 638/G01 F 232,400.00 ZZ
180 230,976.42 1
7026 WINDSWEPT LANE 7.375 2,137.90 90
7.125 2,137.90 258,248.00
LOWER PROVIDENC PA 19403 1 09/20/96 11
0430053587 05 11/01/96 25
08564754 O 10/01/11
0
1
1530789 227/G01 F 300,000.00 ZZ
180 297,323.80 1
42 CEDAR SPRINGS LANE 7.750 2,823.83 45
7.500 2,823.83 675,000.00
NEEDHAM MA 02192 1 08/30/96 00
0430067140 05 10/01/96 0
1682247 O 09/01/11
0
1530974 G30/G01 F 265,000.00 ZZ
180 264,199.66 1
11401 WINDY HARBOR WAY 7.500 2,456.59 80
7.250 2,456.59 332,000.00
BOWIE MD 20720 2 10/21/96 00
0430062257 03 12/01/96 0
96124 O 11/01/11
0
1531195 964/G01 F 292,000.00 ZZ
180 290,343.71 1
35 FERNWOOD WAY 8.250 2,832.81 52
8.000 2,832.81 563,000.00
SAN RAFAEL CA 94901 5 09/25/96 00
0430052969 05 11/01/96 0
20165 O 10/01/11
0
1531237 976/G01 F 256,000.00 ZZ
180 254,515.46 1
4837 COMMONWEALTH AVENUE 8.000 2,446.47 80
7.750 2,446.47 320,000.00
LA CANADA-FLINT CA 91011 2 09/19/96 00
0430063339 05 11/01/96 0
295399 O 10/01/11
0
1531307 686/G01 F 144,000.00 ZZ
180 143,218.74 1
5009 COMMONWEALTH COURT 8.750 1,439.21 75
8.500 1,439.21 192,000.00
COLLEGE STATION TX 77845 1 09/18/96 00
0430051490 03 11/01/96 0
817826308 O 10/01/11
0
1531313 686/G01 F 50,000.00 ZZ
180 49,711.31 1
1408 W COLORADO AVENUE 8.050 479.28 59
7.800 479.28 85,000.00
1
COLORADO SPRING CO 80904 1 09/18/96 00
0430051789 05 11/01/96 0
817749104 O 10/01/11
0
1531314 686/G01 F 299,995.00 ZZ
180 298,274.43 1
9010 NORTHEAST 36TH STREET 8.125 2,888.60 50
7.875 2,888.60 599,999.00
BELLEVUE WA 98004 1 09/12/96 00
0430051813 05 11/01/96 0
817844921 O 10/01/11
0
1531317 686/G01 F 110,000.00 ZZ
180 109,364.91 1
9043 STEELE STREET 8.050 1,054.40 57
7.800 1,054.40 195,000.00
ROSEMEAD CA 91770 5 09/16/96 00
0430051912 05 11/01/96 0
817642648 O 10/01/11
0
1531326 686/G01 F 269,000.00 ZZ
180 267,480.91 1
5986 CRIMSON DRIVE 8.300 2,617.51 77
8.050 2,617.51 350,000.00
SAN JOSE CA 95120 2 09/09/96 00
0430052159 05 11/01/96 0
817834070 O 10/01/11
0
1531340 686/G01 F 29,000.00 ZZ
180 28,835.49 1
15340 POND WOODS DRIVE E 8.250 281.35 51
8.000 281.35 57,500.00
TAMPA FL 33618 2 09/24/96 00
0430052654 01 11/01/96 0
817573876 O 10/01/11
0
1531341 686/G01 F 41,250.00 ZZ
180 41,011.84 1
23 HEATH STREET 8.050 395.40 75
7.800 395.40 55,000.00
HARTFORD CT 06106 1 09/30/96 00
0430052670 05 11/01/96 0
817675887 O 10/01/11
0
1
1531342 686/G01 F 300,000.00 ZZ
180 298,279.39 1
320 CARLYLE LAKE 8.125 2,888.65 45
7.875 2,888.65 676,000.00
CREVE COEUR MO 63141 2 09/24/96 00
0430052696 03 11/01/96 0
817709603 O 10/01/11
0
1531343 686/G01 F 80,000.00 ZZ
180 79,551.20 1
1140 LINDEN STREET 8.375 781.95 45
8.125 781.95 180,490.00
HOLLYWOOD FL 33019 1 09/30/96 00
0430052720 03 11/01/96 0
817792831 O 10/01/11
0
1531438 E85/G01 F 375,000.00 ZZ
180 373,879.82 1
423 BURNETT AVENUE 7.625 3,502.99 66
7.375 3,502.99 570,000.00
SAN FRANCISCO CA 94131 5 10/23/96 00
0430075663 05 12/01/96 0
9600239 O 11/01/11
0
1531525 998/G01 F 105,000.00 ZZ
180 104,151.88 1
125 EAGLE LANE 8.875 1,057.19 31
8.625 1,057.19 340,000.00
KNIGHTSEN CA 94548 2 08/01/96 00
0430057455 05 10/01/96 0
59588715 O 09/01/11
0
1531562 998/G01 F 85,000.00 ZZ
180 83,948.75 1
1416 CAMELIA DRIVE 8.500 837.03 46
8.250 837.03 185,000.00
ALHAMBRA CA 91801 1 07/22/96 00
0430057463 05 09/01/96 0
59688028 O 08/01/11
0
1531622 562/G01 F 195,000.00 ZZ
180 193,893.91 1
1
80-14 SPRINGFIELD BOULEVARD 8.250 1,891.78 75
8.000 1,891.78 260,000.00
QUEENS VILLAGE NY 11427 1 09/04/96 00
0430048710 05 11/01/96 0
519405 O 10/01/11
0
1531712 356/G01 F 350,000.00 ZZ
180 348,988.54 1
1272 GEDDY WAY 8.000 3,344.79 62
7.750 3,344.79 565,000.00
FREMONT CA 94539 1 10/18/96 00
0430072504 03 12/01/96 0
2382521 O 11/01/11
0
1531933 811/G01 F 250,000.00 ZZ
180 247,912.23 1
4101 N OCEAN BLVD #1204 D 8.500 2,461.85 70
8.250 2,461.85 360,000.00
BOCA RATON FL 33431 1 08/10/96 00
0430054023 06 10/01/96 0
FM00103833 O 09/01/11
0
1531963 E22/G01 F 280,000.00 ZZ
180 278,429.29 1
10196 234TH STREET EAST 8.375 2,736.79 69
8.125 2,736.79 409,000.00
NEW MARKET TOWN MN 55044 5 09/26/96 00
0410173785 05 11/01/96 0
410173785 O 10/01/11
0
1531971 A06/G01 F 69,000.00 ZZ
180 68,813.51 1
12833 HAVEN DRIVE 8.750 689.62 57
8.500 689.62 123,000.00
SOUTH LYON MI 48178 2 10/09/96 00
0430049403 05 12/01/96 0
9607065 O 11/01/11
0
1532015 593/593 F 400,000.00 ZZ
180 396,584.92 1
2523 ELFEGO ROAD NW 8.250 3,880.57 58
8.000 3,880.57 695,000.00
ALBUQUERQUE NM 87107 1 08/30/96 00
6779789 05 10/01/96 0
1
6779789 O 09/01/11
0
1532016 593/593 F 400,000.00 ZZ
180 396,547.13 1
675 SOUTH RIVER BREEZE DRIVE 8.125 3,851.53 66
7.875 3,851.53 612,000.00
OREM UT 84058 5 08/14/96 00
6670046 05 10/01/96 0
6670046 O 09/01/11
0
1532085 661/661 F 200,000.00 ZZ
180 198,865.55 1
5775 N JENSEN STREET 8.250 1,940.28 80
8.000 1,940.28 250,000.00
LAS VEGAS NV 89129 1 09/13/96 00
UNKNOWN 05 11/01/96 0
UNKNOWN O 10/01/11
0
1532119 623/623 F 220,000.00 ZZ
180 219,378.19 1
347 N CRESCENT HEIGHTS BLVD 8.250 2,134.31 64
8.000 2,134.31 345,000.00
LOS ANGELES CA 90048 2 10/18/96 00
67096253 03 12/01/96 0
67096253 O 11/01/11
0
1532125 764/G01 F 572,000.00 ZZ
180 570,328.62 1
1124 RANCHO ROAD 7.875 5,425.13 80
7.625 5,425.13 715,000.00
ARCADIA CA 91006 1 10/23/96 00
0430072983 05 12/01/96 0
890449 O 11/01/11
0
1532146 069/G01 F 258,450.00 ZZ
180 257,735.63 1
35 VETRINA 8.500 2,545.06 75
8.250 2,545.06 344,600.00
IRVINE CA 92606 1 09/30/96 00
0430060160 03 12/01/96 0
2362115236 O 11/01/11
0
1
1532258 163/G01 F 300,000.00 ZZ
180 298,221.62 1
6405 SOUTH WEST 133RD DRIVE 7.750 2,823.83 68
7.500 2,823.83 445,000.00
MIAMI FL 33156 1 09/11/96 00
0430052993 05 11/01/96 0
UNKNOWN O 10/01/11
0
1532259 163/G01 F 225,000.00 ZZ
180 222,903.67 1
8 LAKE BALDWIN DRIVE 7.250 2,053.95 50
7.000 2,053.95 450,000.00
HOPEWELL TOWNSH NJ 08534 1 08/27/96 00
0430052704 05 10/01/96 0
94511 O 09/01/11
0
1532276 195/G01 F 700,000.00 ZZ
180 695,985.26 1
175 WEST CHANNEL ROAD 8.125 6,740.18 70
7.875 6,740.18 1,000,000.00
SANTA MONICA CA 90402 2 09/30/96 00
0430061556 05 11/01/96 0
51355 O 10/01/11
0
1532279 638/G01 F 201,000.00 ZZ
180 199,859.87 1
1801 EAST MICHAEL WAY 8.250 1,949.98 72
8.000 1,949.98 281,000.00
SANDY UT 84093 2 09/26/96 00
0430052746 05 11/01/96 0
08598407 O 10/01/11
0
1532294 313/G01 F 267,018.00 ZZ
180 265,503.41 1
3818 NE ALAMEDA ST 8.250 2,590.45 75
8.000 2,590.45 356,024.00
PORTLAND OR 97212 5 09/25/96 00
0430054510 05 11/01/96 0
6007173 O 10/01/11
0
1532295 163/G01 F 229,500.00 ZZ
180 225,365.50 1
3607 NORTH 31ST STREET 7.750 2,160.23 90
7.500 2,160.23 255,000.00
1
WACO TX 76708 1 05/15/96 04
0430055384 05 07/01/96 25
1001100150 O 06/01/11
0
1532298 163/G01 F 230,000.00 ZZ
180 228,606.40 1
35117 KING COURT 7.500 2,132.13 60
7.250 2,132.13 385,000.00
FREMONT CA 94536 1 08/28/96 00
0430052324 05 11/01/96 0
1115439468 O 10/01/11
0
1532348 253/253 F 130,000.00 ZZ
180 129,237.78 1
632 BALCONES DR 7.875 1,232.99 38
7.625 1,232.99 350,000.00
FREDERICKSBURG TX 78624 2 10/01/96 00
322252 05 11/01/96 0
322252 O 10/01/11
0
1532433 E22/G01 F 134,700.00 ZZ
180 134,310.74 1
4764 N W 76TH STREET 8.000 1,287.26 75
7.750 1,287.26 182,000.00
COCONUT CREEK FL 33073 2 10/03/96 00
0410070957 03 12/01/96 0
410070957 O 11/01/11
0
1532484 163/G01 F 289,600.00 ZZ
120 286,379.28 1
4325 PURDUE BLVD 7.750 3,475.51 80
7.500 3,475.51 362,000.00
DALLAS TX 75225 1 09/04/96 00
0430053991 05 11/01/96 0
7015432901 O 10/01/06
0
1532524 163/G01 F 243,000.00 ZZ
180 240,970.68 1
29466 TRAILWAY LANE 8.500 2,392.92 90
8.250 2,392.92 270,000.00
AGOURA HILLS CA 91301 2 08/13/96 14
0430054718 03 10/01/96 25
UNKNOWN O 09/01/11
0
1
1532526 163/G01 F 253,500.00 ZZ
180 252,093.66 1
28291 SW STRAWBERRY HILL DRIVE 8.500 2,496.31 75
8.250 2,496.31 338,000.00
HILLSBORO OR 97123 5 09/05/96 00
0430054676 05 11/01/96 0
815440698 O 10/01/11
0
1532531 163/G01 F 370,000.00 ZZ
180 366,875.73 1
350 MILL STREET 8.375 3,616.48 79
8.125 3,616.48 470,000.00
HOLLISTON MA 01746 1 08/30/96 00
0430054734 05 10/01/96 0
3215351564 O 09/01/11
0
1532532 163/G01 F 224,950.00 ZZ
180 223,008.21 1
820 27TH ST NW 8.125 2,166.00 90
7.875 2,166.00 250,000.00
MINOT ND 58703 1 08/30/96 04
0430054874 05 10/01/96 25
UNKNOWN O 09/01/11
0
1532533 163/G01 F 221,250.00 ZZ
180 219,966.98 1
1781 LILBET ROAD 8.000 2,114.38 75
7.750 2,114.38 295,000.00
TEANECK NJ 07666 5 09/20/96 00
0430054288 05 11/01/96 0
7415430863 O 10/01/11
0
1532552 B98/G01 F 225,000.00 ZZ
180 224,349.78 1
1019 CORVETTE DRIVE 8.000 2,150.22 72
7.750 2,150.22 315,000.00
SAN JOSE CA 95129 2 10/22/96 00
0430070961 05 12/01/96 0
173790 O 11/01/11
0
1532591 270/G01 F 486,000.00 ZZ
180 469,165.52 1
1
5 WEST POINT DRIVE 7.375 4,470.83 73
7.125 4,470.83 669,000.00
MISSOURI CITY TX 77459 2 12/01/95 00
0430055822 03 02/01/96 0
4922431 O 01/01/11
0
1532607 069/G01 F 400,000.00 ZZ
180 398,869.43 1
70 WEST LAS FLORES AVENUE 8.250 3,880.57 25
8.000 3,880.57 1,600,000.00
ARCADIA CA 91007 2 09/30/96 00
0430055228 05 12/01/96 0
2362138139 O 11/01/11
0
1532610 593/593 F 250,000.00 ZZ
180 247,112.84 1
833 WEST TIMPE DRIVE 8.125 2,407.21 52
7.875 2,407.21 485,000.00
IVINS UT 84738 4 07/12/96 00
6762777 05 09/01/96 0
6762777 O 08/01/11
0
1532611 593/593 F 256,000.00 ZZ
180 253,043.55 1
1662 EAST BEECHWOOD DRIVE 8.125 2,464.98 80
7.875 2,464.98 320,000.00
LAYTON UT 84040 4 07/31/96 00
6471536 05 09/01/96 0
6471536 O 08/01/11
0
1532612 593/593 F 280,000.00 ZZ
180 275,855.16 1
203 WEST CENTER 7.875 2,655.66 80
7.625 2,655.66 350,000.00
LOGAN UT 84321 1 07/01/96 00
5666037 05 08/01/96 0
5666037 O 07/01/11
0
1532613 526/526 F 212,000.00 ZZ
180 210,306.61 1
2 BESSIE COURT 9.000 2,150.25 77
8.750 2,150.25 277,000.00
PERRINEVILLE NJ 08535 2 08/26/96 00
0139697 05 10/01/96 0
1
0139697 O 09/01/11
0
1532615 593/593 F 400,000.00 ZZ
180 334,153.53 1
3116 LAURELWOOD DRIVE 8.125 3,851.53 80
7.875 3,851.53 500,000.00
TWIN FALLS ID 83301 4 07/19/96 00
6115034 05 09/01/96 0
6115034 O 08/01/11
0
1532621 526/526 F 297,500.00 ZZ
180 295,774.79 1
211 SANDERLING LANE 8.000 2,843.07 70
7.750 2,843.07 425,000.00
SUGAR LAND TX 77478 1 09/11/96 00
0146422 03 11/01/96 0
0146422 O 10/01/11
0
1532623 076/076 F 275,500.00 ZZ
180 273,199.27 1
3 STERLING COURT 8.500 2,712.96 95
8.250 2,712.96 290,000.00
MEDFORD NY 11763 1 08/15/96 04
6069262 05 10/01/96 30
6069262 O 09/01/11
0
1532625 076/076 F 313,600.00 ZZ
180 309,978.35 1
1800 WHEATON TRACE 8.125 3,019.60 80
7.875 3,019.60 392,000.00
FORT SMITH AR 72908 1 07/26/96 00
5920002 05 09/01/96 0
5920002 O 08/01/11
0
1532643 076/076 F 380,000.00 ZZ
180 376,826.60 1
1876 5TH STREET SOUTH 8.500 3,742.01 73
8.250 3,742.01 525,000.00
NAPLES FL 33940 1 08/15/96 00
7044809 05 10/01/96 0
7044809 O 09/01/11
0
1
1532645 076/076 F 312,000.00 ZZ
180 309,155.45 1
22700 S CENTRAL POINT ROAD 7.500 2,892.28 80
7.250 2,892.28 390,000.00
CANBY OR 97013 1 08/27/96 00
6278972 05 10/01/96 0
6278972 O 09/01/11
0
1532649 076/076 F 305,000.00 ZZ
180 302,136.10 1
102 ULLMAN WAY 8.000 2,914.74 54
7.750 2,914.74 570,000.00
WYCKOFF NJ 07481 5 08/08/96 00
7043754 05 10/01/96 0
7043754 O 09/01/11
0
1532650 076/076 F 400,000.00 T
180 397,731.09 1
1180 TOWN MOUNTAIN ROAD 8.250 3,880.57 79
8.000 3,880.57 508,100.00
ASHEVILLE NC 28804 2 09/06/96 00
17048042 05 11/01/96 0
17048042 O 10/01/11
0
1532651 076/076 F 251,200.00 ZZ
180 249,055.35 1
2009 8TH TERRACE SE 8.250 2,436.99 80
8.000 2,436.99 314,000.00
WINTER HAVEN FL 33880 1 08/30/96 00
7051854 05 10/01/96 0
7051854 O 09/01/11
0
1532653 076/076 F 232,000.00 T
180 229,609.26 1
131 CAYMAN COVE 8.000 2,217.11 80
7.750 2,217.11 290,000.00
DESTIN FL 32541 1 08/09/96 00
7047957 03 10/01/96 0
7047957 O 09/01/11
0
1532654 076/076 F 300,000.00 ZZ
180 297,494.68 1
655 CRICKLEWOOD TERRACE 8.500 2,954.22 64
8.250 2,954.22 472,900.00
1
HEATHROW FL 32746 1 08/20/96 00
7051189 03 10/01/96 0
7051189 O 09/01/11
0
1532655 076/076 F 350,850.00 ZZ
180 347,754.21 1
1311 MARIETTA COUNTRY CLUB DR 7.875 3,327.64 73
7.625 3,327.64 485,000.00
KENNESAW GA 30144 2 08/30/96 00
6334502 05 10/01/96 0
6334502 O 09/01/11
0
1532657 076/076 F 248,000.00 ZZ
180 245,811.72 1
4310 HIDDEN LINKS COURT 7.875 2,352.16 80
7.625 2,352.16 310,000.00
KINGWOOD TX 77339 1 08/21/96 00
6337362 03 10/01/96 0
6337362 O 09/01/11
0
1532838 E19/G01 F 308,700.00 ZZ
180 305,792.63 1
13048 MOZART WAY 7.125 2,796.30 80
6.875 2,796.30 386,000.00
CERRITOS CA 90703 1 08/12/96 00
0430058875 05 10/01/96 0
9767 O 09/01/11
0
1532909 B65/G01 F 215,700.00 ZZ
180 215,076.66 1
6636 RIVER STYX ROAD 8.000 2,061.34 72
7.750 2,061.34 300,000.00
MEDINA OH 44256 2 10/25/96 00
0430059428 05 12/01/96 0
031096595 O 11/01/11
0
1533053 593/593 F 250,000.00 ZZ
180 248,566.16 1
3258 WEST BIG SPRUCE WAY 8.125 2,407.21 56
7.875 2,407.21 451,250.00
PARK CITY UT 84098 1 09/30/96 00
6519227 05 11/01/96 0
6519227 O 10/01/11
0
1
1533066 975/G01 F 242,000.00 ZZ
180 241,308.36 1
19943 CRYSTAL HILLS LANE 8.125 2,330.18 88
(NORTHRIDGE AREA) 7.875 2,330.18 278,000.00
LOS ANGELES CA 91326 2 10/04/96 10
0430056119 03 12/01/96 25
962479 O 11/01/11
0
1533069 975/G01 F 466,000.00 ZZ
180 464,638.35 1
6 RINGBIT ROAD EAST 7.875 4,419.78 59
7.625 4,419.78 797,000.00
ROLLING HILLS CA 90274 2 10/01/96 00
0430056077 05 12/01/96 0
962451 O 11/01/11
0
1533073 975/G01 F 235,000.00 ZZ
180 234,350.44 1
225 SUN RIDGE DRIVE 8.500 2,314.14 60
8.250 2,314.14 395,000.00
SAN RAMON CA 94583 2 10/07/96 00
0430056093 03 12/01/96 0
962478 O 11/01/11
0
1533260 227/G01 F 510,000.00 ZZ
180 507,233.07 1
1060 W 106TH ST 8.750 5,097.19 73
8.500 5,097.19 700,000.00
CARMEL IN 46032 2 09/25/96 00
0430089854 05 11/01/96 0
1682025 O 10/01/11
0
1533343 593/593 F 307,300.00 ZZ
180 301,940.42 1
10822 SOUTH HIGH RIDGE LANE 8.125 2,958.94 79
7.875 2,958.94 391,000.00
SANDY UT 84092 1 05/20/96 00
6589633 05 07/01/96 0
6589633 O 06/01/11
0
1533346 593/593 F 500,000.00 ZZ
180 494,350.98 1
1
8808 PALM GREENS COURT 8.375 4,887.14 54
8.125 4,887.14 938,500.00
LAS VEGAS NV 89134 1 07/08/96 00
6636039 05 09/01/96 0
6636039 O 08/01/11
0
1533356 976/G01 F 220,000.00 ZZ
180 218,832.86 1
20433 RUSTON ROAD 9.000 2,231.39 59
8.750 2,231.39 375,000.00
WOODLAND HILLS CA 91364 1 09/04/96 00
0430056754 05 11/01/96 0
295295 O 10/01/11
0
1533376 375/G01 F 236,250.00 ZZ
180 234,165.42 1
35 N HARBOUR DR N 7.875 2,240.71 75
7.625 2,240.71 315,000.00
OCEAN RIDGE FL 33435 2 08/29/96 00
0430060525 05 10/01/96 0
417584 O 09/01/11
0
1533413 623/623 F 292,500.00 ZZ
180 290,803.80 1
5919 SOUTH FARM ROAD 183 8.000 2,795.28 90
7.750 2,795.28 325,000.00
ROGERSVILLE MO 65742 1 09/16/96 04
897877 05 11/01/96 25
897877 O 10/01/11
0
1533442 623/623 F 399,000.00 ZZ
180 396,786.47 1
5261 SOUTH STONEHAVEN DRIVE 8.500 3,929.11 70
8.250 3,929.11 570,000.00
SPRINGFIELD MO 65809 1 09/26/96 00
900617 03 11/01/96 0
900617 O 10/01/11
0
1533445 623/623 F 240,000.00 T
180 238,638.66 1
4740 OCEAN BLVD #406 8.250 2,328.34 80
8.000 2,328.34 300,000.00
HIGHLAND BEACH FL 33487 1 10/01/96 00
899311 06 11/01/96 0
1
899311 O 10/01/11
0
1533490 623/623 F 228,000.00 T
180 226,691.81 1
3684 BOCA POINTE DRIVE 8.125 2,195.38 58
7.875 2,195.38 395,000.00
SARASOTA FL 34238 2 09/27/96 00
90039 03 11/01/96 0
90039 O 10/01/11
0
1533491 623/623 F 390,000.00 ZZ
180 387,713.38 1
36W837 WHISPERING TRAILS 7.875 3,698.95 71
7.625 3,698.95 550,000.00
ST CHARLES IL 60175 2 09/12/96 00
897326 05 11/01/96 0
897326 O 10/01/11
0
1533493 623/623 F 260,000.00 ZZ
180 256,359.27 1
268 EATON STREET 8.125 2,503.49 79
7.875 2,503.49 330,000.00
NORTHFIELD IL 60093 2 09/04/96 00
897999 05 11/01/96 0
897999 O 10/01/11
0
1533499 623/623 F 490,000.00 ZZ
180 487,158.50 1
4 MEREDITH DRIVE 8.000 4,682.70 69
7.750 4,682.70 720,000.00
RIVERWOODS IL 60015 2 09/11/96 00
897989 05 11/01/96 0
897989 O 10/01/11
0
1533502 623/623 F 330,000.00 ZZ
180 328,107.34 1
726 EDGEWOOD 8.125 3,177.51 56
7.875 3,177.51 595,000.00
LA GRANGE IL 60525 1 09/16/96 00
899499 05 11/01/96 0
899499 O 10/01/11
0
1
1533565 F49/F49 F 247,000.00 ZZ
180 246,270.26 1
6409 S LOUISVILLE AVENUE 7.750 2,324.95 67
7.500 2,324.95 370,000.00
TULSA OK 74136 2 10/29/96 00
33919 05 12/01/96 0
33919 O 11/01/11
0
1533603 387/387 F 1,000,000.00 ZZ
180 997,078.00 1
16520 SOUTH KENNEDY ROAD 7.875 9,484.50 44
7.625 9,484.50 2,299,000.00
LOS GATOS CA 95032 1 10/24/96 00
830695 05 12/01/96 0
830695 O 11/01/11
0
1533612 E22/G01 F 251,000.00 ZZ
180 250,313.94 1
13111 SW 29TH COURT 8.625 2,490.12 70
8.375 2,490.12 359,000.00
DAVIE FL 33330 1 10/15/96 00
0410243760 03 12/01/96 0
410243760 O 11/01/11
0
1533638 G30/G01 F 240,000.00 ZZ
180 239,306.43 1
5727 16TH STREET NW 8.000 2,293.57 64
7.750 2,293.57 376,000.00
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0430065094 03 11/01/96 0
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1331148048 O 10/01/11
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0430059725 03 11/01/96 0
1341023617 O 10/01/11
0
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1481001065 O 10/01/11
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0430060038 03 10/01/96 0
1
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0
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0430060053 05 09/01/96 0
1502031313 O 08/01/11
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LUBBOCK TX 79407 2 08/22/96 00
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1
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LUBBOCK TX 79423 2 08/23/96 11
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1534820 074/G01 F 290,400.00 ZZ
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4904 19TH STREET 8.125 2,796.21 80
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LOBBOCK TX 79416 2 08/26/96 00
0430060079 05 10/01/96 0
1504069634 O 09/01/11
0
1534821 074/G01 F 250,000.00 ZZ
120 245,901.31 1
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CUMMING IA 50061 1 08/19/96 00
0430061283 05 10/01/96 0
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0
1534822 074/G01 F 225,000.00 ZZ
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4605 W. 138TH ST. 8.375 2,199.21 67
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LEAWOOD KS 66224 5 08/02/96 00
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1505054530 O 08/01/11
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OJAI CA 93023 1 07/30/96 00
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RAMONA CA 92065 2 08/08/96 00
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506 FRANK SHAW ROAD 8.250 2,430.21 80
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TALLAHASSEE FL 32312 5 08/26/96 00
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EVERGREEN CO 80439 5 07/19/96 00
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1
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1953 6TH AVENUE WEST 8.000 2,790.50 80
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SEATTLE WA 98119 1 08/20/96 00
0430061226 05 10/01/96 0
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0
1534835 074/G01 F 274,000.00 ZZ
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2092 MUSKET STREET 8.000 2,618.49 72
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EUGENE OR 97408 5 08/08/96 00
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1534836 074/G01 F 312,000.00 ZZ
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112 CANTERBURY COURT 8.125 3,004.20 80
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LAREDO TX 78041 1 09/12/96 00
0430061739 03 11/01/96 0
1520002340 O 10/01/11
0
1534837 074/G01 F 352,000.00 ZZ
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BASTROP TX 78602 2 08/14/96 00
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1520003896 O 09/01/11
0
1534838 074/G01 F 300,000.00 ZZ
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3333 STANFORD AVENUE 7.750 2,823.83 58
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UNIVERSITY PARK TX 75225 1 08/23/96 00
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0
1534839 074/G01 F 360,000.00 ZZ
180 356,892.41 1
1
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0430061176 05 10/01/96 0
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1534840 074/G01 F 294,000.00 ZZ
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VSH 621 MUNDY POINT 8.375 2,873.63 80
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CALLAO VA 22435 1 08/23/96 00
0430061507 05 10/01/96 0
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0
1534841 074/G01 F 375,000.00 ZZ
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SHAWNEE OK 74801 5 08/16/96 00
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0
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470 W JOY ROAD 7.750 2,635.58 79
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ANN ARBOR MI 48105 1 08/19/96 00
0430061564 05 10/01/96 0
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BELLEVUE WA 98004 2 05/29/96 00
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UNIVERSITY PLAC WA 98467 5 09/09/96 00
0430061788 05 11/01/96 0
1
1565136892 O 10/01/11
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133 LAKESHORE DRIVE 8.500 984.74 61
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BERKELEY LAKE GA 30136 1 08/26/96 00
0430061804 05 10/01/96 0
1566074939 O 09/01/11
0
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LILBURN GA 30247 1 08/20/96 00
0430061861 05 10/01/96 0
1566076457 O 09/01/11
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JACKSON MS 39202 5 09/12/96 00
0430061879 05 11/01/96 0
1566076752 O 10/01/11
0
1534850 074/G01 F 243,600.00 ZZ
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SCOTTSDALE AZ 85259 1 08/20/96 00
0430062083 03 10/01/96 0
1569143890 O 09/01/11
0
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PHOENIX AZ 85032 4 08/06/96 00
0430062091 05 10/01/96 0
1569148270 O 09/01/11
0
1
1534854 074/G01 F 87,750.00 ZZ
180 87,064.61 1
1355 464TH STREET 9.250 903.12 65
9.000 903.12 135,000.00
STANCHFIELD MN 55080 5 08/09/96 00
0430063420 05 10/01/96 0
1576024460 O 09/01/11
0
1534855 074/G01 F 255,000.00 ZZ
180 252,822.90 1
2311 145TH AVENUE NORTHWEST 8.250 2,473.86 75
8.000 2,473.86 340,000.00
ANDOVER MN 55304 5 08/30/96 00
0430062729 05 10/01/96 0
1576026885 O 09/01/11
0
1534856 074/G01 F 63,000.00 ZZ
180 62,456.16 1
117 MCCOMBS DRIVE 8.125 606.62 80
7.875 606.62 79,000.00
MARIETTA SC 29661 2 08/30/96 04
0430062745 05 10/01/96 12
1577046505 O 09/01/11
0
1534858 074/G01 F 45,000.00 ZZ
180 44,615.79 1
205 CHARLESTON AVENUE 8.250 436.57 79
8.000 436.57 57,000.00
CLEMSON SC 29631 5 08/17/96 00
0430062216 07 10/01/96 0
1577046957 O 09/01/11
0
1534859 074/G01 F 42,400.00 ZZ
180 42,159.50 1
2815 GEORGE OWEN ROAD 8.250 411.34 80
8.000 411.34 53,000.00
FAYETTEVILLE NC 28306 5 09/13/96 00
0430062224 05 11/01/96 0
1577048974 O 10/01/11
0
1534860 074/G01 F 137,600.00 ZZ
180 136,412.20 1
100 SOUTH HOYT STREET 8.125 1,324.93 80
7.875 1,324.93 172,000.00
1
LAKEWOOD CO 80226 5 08/26/96 00
0430062232 05 10/01/96 0
1579030506 O 09/01/11
0
1534861 074/G01 F 310,000.00 ZZ
180 307,382.34 1
601 EAST SOPRIS DRIVE 8.375 3,030.03 66
8.125 3,030.03 470,000.00
BASALT CO 81621 5 08/27/96 00
0430062240 05 10/01/96 0
1579031032 O 09/01/11
0
1534862 074/G01 F 132,500.00 ZZ
180 130,936.01 1
31 OLD STONE CHURCH ROAD 7.875 1,256.70 67
7.625 1,256.70 199,000.00
LITTLE COMPTON RI 02837 2 08/01/96 00
0430062760 05 09/01/96 0
1580033126 O 08/01/11
0
1534863 074/G01 F 96,000.00 ZZ
180 95,233.18 1
271 FERRY STREET 9.000 973.70 58
8.750 973.70 168,000.00
MARSHFIELD MA 02050 5 08/07/96 00
0430063446 05 10/01/96 0
1580034130 O 09/01/11
0
1534864 074/G01 F 230,000.00 ZZ
180 228,752.15 1
7221 SILVERBEECH 8.750 2,298.74 70
8.500 2,298.74 331,615.00
WEST BLOOMFIELD MI 48323 1 09/13/96 00
0430063453 03 11/01/96 0
1581033530 O 10/01/11
0
1534865 074/G01 F 228,750.00 ZZ
180 226,839.66 1
24670 GRAVES 8.500 2,252.60 75
8.250 2,252.60 305,000.00
GROSSE ILE MI 48138 5 08/30/96 00
0430063461 05 10/01/96 0
1581064103 O 09/01/11
0
1
1534866 074/G01 F 305,000.00 ZZ
180 302,452.92 1
54477 ROSELAWN COURT 8.500 3,003.46 63
8.250 3,003.46 490,000.00
SHELBY TOWNSHIP MI 48316 5 08/16/96 00
0430062778 05 10/01/96 0
1581064169 O 09/01/11
0
1534867 074/G01 F 180,000.00 ZZ
180 178,513.36 1
38300 LANA COURT 8.625 1,785.75 75
8.375 1,785.75 240,000.00
FARMINGTON HILL MI 48335 1 09/05/96 00
0430062489 05 10/01/96 0
1581067054 O 09/01/11
0
1534869 074/G01 F 220,500.00 ZZ
180 218,617.45 1
505 NORTH LAKE SHORE DRIVE 8.250 2,139.16 90
UNIT 3504 8.000 2,139.16 245,000.00
CHICAGO IL 60611 1 08/16/96 12
0430062471 06 10/01/96 25
1583032265 O 09/01/11
0
1534870 074/G01 F 203,150.00 ZZ
180 201,277.63 1
13114 PRINCEVILLE COURT 7.375 1,868.83 60
7.125 1,868.83 339,595.00
SILVER SPRING MD 20904 4 08/26/96 00
0430062463 03 10/01/96 0
1587036778 O 09/01/11
0
1534871 074/G01 F 161,700.00 ZZ
180 160,364.50 1
818 STONEBRIDGE DRIVE 8.625 1,604.20 75
8.375 1,604.20 215,600.00
GREENSBURG PA 15601 1 08/14/96 00
0430063479 05 10/01/96 0
1587041359 O 09/01/11
0
1534872 074/G01 F 121,300.00 ZZ
180 120,275.74 1
1
10706 SPRUCE STREET 8.375 1,185.62 66
8.125 1,185.62 185,000.00
FAIRFAX VA 22030 2 08/20/96 00
0430063487 05 10/01/96 0
1587042475 O 09/01/11
0
1534873 074/G01 F 115,000.00 T
180 114,018.15 1
5216 PINETREE DRIVE 8.250 1,115.67 44
8.000 1,115.67 265,000.00
MIAMI FL 33140 1 08/23/96 00
0430063495 05 10/01/96 0
1589062495 O 09/01/11
0
1534874 074/G01 F 120,000.00 ZZ
180 119,019.87 1
10830 SW 38TH DRIVE 8.750 1,199.34 45
8.500 1,199.34 267,669.00
DAVIE FL 33328 1 08/27/96 00
0430063503 03 10/01/96 0
1589063625 O 09/01/11
0
1534876 074/G01 F 76,700.00 T
180 76,066.52 1
1950 SOUTH OCEAN DRIVE 8.625 760.93 65
2P 8.375 760.93 118,000.00
HALLANDALE FL 33009 1 08/30/96 00
0430062885 06 10/01/96 0
1589064650 O 09/01/11
0
1534877 074/G01 F 35,350.00 ZZ
180 35,051.47 1
7060 NOVA DRIVE 207C 8.375 345.53 70
8.125 345.53 50,500.00
DAVIE FL 33317 1 08/15/96 00
0430062893 01 10/01/96 0
1589064865 O 09/01/11
0
1534878 074/G01 F 28,000.00 ZZ
180 27,773.82 1
2623 NORTHWEST 24TH STREET 8.875 281.92 80
UNIT 4 8.625 281.92 35,000.00
MIAMI FL 33142 5 08/19/96 00
0430062901 01 10/01/96 0
1
1589066146 O 09/01/11
0
1534880 074/G01 F 1,000,000.00 ZZ
180 994,136.82 1
6713 RINCON POINT LANE 7.875 9,484.50 48
7.625 9,484.50 2,100,000.00
CARPINTERIA CA 93013 2 09/06/96 00
0430059733 03 11/01/96 0
1596009539 O 10/01/11
0
1534882 074/G01 F 800,000.00 ZZ
180 795,257.65 1
6047 SOUTH GARFIELD 7.750 7,530.21 80
7.500 7,530.21 1,000,000.00
BURR RIDGE IL 60521 4 09/19/96 00
0430059741 05 11/01/96 0
1613017338 O 10/01/11
0
1534883 074/G01 F 410,000.00 ZZ
180 406,382.32 1
8055 187TH STREET 7.875 3,888.64 73
7.625 3,888.64 565,000.00
BELLE PLAINE MN 56011 1 08/23/96 00
0430062935 03 10/01/96 0
1684000641 O 09/01/11
0
1534884 074/G01 F 224,000.00 ZZ
180 222,757.31 1
9619 OAKINGTON DRIVE 8.500 2,205.82 80
8.250 2,205.82 280,000.00
FAIRFAX STATION VA 22039 2 09/04/96 00
0430062950 03 11/01/96 0
1761095094 O 10/01/11
0
1534885 074/G01 F 397,000.00 ZZ
180 393,610.55 2
105 APPLETON STREET 8.250 3,851.46 75
8.000 3,851.46 530,000.00
BOSTON MA 02116 5 08/23/96 00
0430062968 07 10/01/96 0
1810001823 O 09/01/11
0
1
1534886 074/G01 F 218,700.00 ZZ
180 217,445.69 1
31 GREENFIELD DRIVE 8.125 2,105.82 90
7.875 2,105.82 243,000.00
PLAISTOW NH 03865 2 09/24/96 04
0430062976 03 11/01/96 25
1816003570 O 10/01/11
0
1535372 593/593 F 360,000.00 ZZ
180 356,858.09 1
2417 EAST SHADOW WOOD CIRCLE 8.000 3,440.35 80
7.750 3,440.35 450,000.00
SALT LAKE CITY UT 84117 1 08/22/96 00
6591655 05 10/01/96 0
6591655 O 09/01/11
0
1535374 E22/G01 F 100,000.00 ZZ
180 99,723.59 1
295 NORMAN COURT 8.500 984.74 54
8.250 984.74 188,250.00
DES PLAINES IL 60016 1 10/18/96 00
0410261135 05 12/01/96 0
410261135 O 11/01/11
0
1535386 965/G01 F 46,000.00 T
180 45,872.85 1
7 WEST ROMA DRIVE 8.500 452.98 48
8.250 452.98 96,000.00
ORO VALLEY AZ 85737 1 10/17/96 00
0430066456 03 12/01/96 0
169241 O 11/01/11
0
1535405 822/G01 F 46,000.00 ZZ
180 45,874.27 1
110 TULPEHOCKEN AVENUE 8.625 456.36 66
8.375 456.36 70,000.00
WEST READING PA 19611 2 10/15/96 00
0430065102 07 12/01/96 0
0126053782 O 11/01/11
0
1535517 640/G01 F 253,200.00 ZZ
171 251,631.43 1
6405 BEACON POINTE CIRCLE 8.250 2,522.35 80
8.000 2,522.35 316,500.00
1
HIXSON TN 37343 1 09/27/96 00
0430067462 05 11/01/96 0
UNKNOWN O 01/01/11
0
1535596 765/G01 F 343,000.00 ZZ
180 341,075.85 1
21072 WENDY DRIVE 8.375 3,352.58 70
8.125 3,352.58 490,000.00
TORRANCE CA 90503 1 09/23/96 00
0430065334 03 11/01/96 0
316518 O 10/01/11
0
1535617 405/405 F 126,000.00 ZZ
180 124,924.25 1
704 PLAZA GRANADA 8.250 1,222.38 75
8.000 1,222.38 169,912.00
LAKE HAVASU CIT AZ 86406 4 08/20/96 00
3874880 05 10/01/96 0
3874880 O 09/01/11
0
1535620 405/405 F 267,000.00 ZZ
180 265,434.52 1
3363 SWEET DRIVE 7.875 2,532.37 62
7.625 2,532.37 435,000.00
LAFAYETTE CA 94549 5 09/19/96 00
4011045 05 11/01/96 0
4011045 O 10/01/11
0
1535622 405/405 F 375,000.00 ZZ
180 371,533.66 1
9108 ALANDA PLACE 7.500 3,476.30 40
BEVERLY HILLS AREA 7.250 3,476.30 950,000.00
LOS ANGELES CA 90210 1 08/28/96 00
3892742 05 10/01/96 0
3892742 O 09/01/11
0
1535623 405/405 F 480,000.00 ZZ
180 475,946.90 1
49 BRIDGEWAY PLAZA, #49 8.375 4,691.65 80
8.125 4,691.65 600,000.00
SAN FRANCISCO CA 94111 2 08/21/96 00
3981149 01 10/01/96 0
3981149 O 09/01/11
0
1
1535624 405/405 F 250,000.00 ZZ
180 247,720.69 1
4936 VARNA AVENUE 7.500 2,317.54 79
SHERMAN OAKS AREA 7.250 2,317.54 320,000.00
LOS ANGELES CA 91423 1 08/19/96 00
3996782 05 10/01/96 0
3996782 O 09/01/11
0
1535625 405/405 F 608,000.00 ZZ
180 604,234.90 1
29438 WEEPING WILLOW DRIVE 7.250 5,550.21 80
7.000 5,550.21 760,000.00
AGOURA HILLS CA 91301 1 09/17/96 00
3999455 03 11/01/96 0
3999455 O 10/01/11
0
1535626 405/405 F 364,000.00 ZZ
180 362,971.18 1
MONTE VERDE STREET 8.250 3,531.32 80
& 8TH AVENUE 8.000 3,531.32 455,000.00
CARMEL BY THE S CA 93921 1 10/03/96 00
4006797 05 12/01/96 0
4006797 O 11/01/11
0
1535627 405/405 F 275,000.00 ZZ
180 273,163.39 1
18588 OCEAN MIST DRIVE 7.375 2,529.79 79
7.125 2,529.79 349,337.00
BOCA RATON FL 33498 1 09/27/96 00
4007258 03 11/01/96 0
4007258 O 10/01/11
0
1535628 405/405 F 256,000.00 ZZ
180 255,276.44 1
2054 BELLO AVENUE 8.250 2,483.56 80
8.000 2,483.56 320,000.00
SAN JOSE CA 95125 1 10/02/96 00
4008330 05 12/01/96 0
4008330 O 11/01/11
0
1535629 405/405 F 510,800.00 ZZ
180 507,764.82 1
1
1615 NORTH COTTONWOOD 7.875 4,844.69 80
VALLEY CIRCLE 7.625 4,844.69 638,500.00
IRVING TX 75038 1 10/02/96 00
4024162 05 11/01/96 0
4024162 O 10/01/11
0
1535630 405/405 F 297,600.00 ZZ
180 296,768.17 1
3003 CAMINO DEL CINO 8.375 2,908.83 80
8.125 2,908.83 372,000.00
PLEASANTON CA 94566 1 10/01/96 00
4026563 05 12/01/96 0
4026563 O 11/01/11
0
1535631 405/405 F 455,950.00 ZZ
180 453,276.68 1
1376 CASSINS STREET 7.875 4,324.46 80
7.625 4,324.46 569,990.00
CARLSBAD CA 92009 1 10/08/96 00
4030201 03 12/01/96 0
4030201 O 11/01/11
0
1535632 405/405 F 233,000.00 ZZ
180 232,296.31 1
554 21ST STREET 7.500 2,159.94 55
7.250 2,159.94 425,000.00
HERMOSA BEACH CA 90254 1 10/09/96 00
4031019 05 12/01/96 0
4031019 O 11/01/11
0
1535673 A52/G01 F 42,000.00 ZZ
180 41,878.63 1
1000 OMAHA DRIVE 8.000 401.37 38
7.750 401.37 112,000.00
NORCROSS GA 30093 1 10/30/96 00
0430061705 05 12/01/96 0
172375 O 11/01/11
0
1535688 635/635 F 49,000.00 ZZ
180 48,866.07 1
3520 ALGONQUIN DRIVE 8.625 486.12 38
8.375 486.12 132,000.00
COLUMBUS GA 31907 2 10/07/96 00
6629927 05 12/01/96 0
1
6629927 O 11/01/11
0
1535689 635/635 F 576,000.00 ZZ
180 574,353.79 1
12805 BELLERIVE SPRINGS DRIVE 8.125 5,546.21 80
7.875 5,546.21 720,000.00
CREVE COEUR MO 63141 1 10/18/96 00
6637599 05 12/01/96 0
6637599 O 11/01/11
0
1535697 639/G01 F 250,000.00 ZZ
180 250,000.00 1
26 TENNYSON DRIVE 8.250 2,425.35 53
8.000 2,425.35 475,000.00
LONGMEADOW MA 01106 1 11/15/96 00
0430081869 05 01/01/97 0
40074160 O 12/01/11
0
1535807 948/G01 F 285,000.00 ZZ
180 284,167.22 1
605 YELLOW PINE ROAD 7.875 2,703.09 56
7.625 2,703.09 511,000.00
RENO NV 89511 5 10/15/96 00
0430075036 03 12/01/96 0
21222 O 11/01/11
0
1535814 E22/G01 F 338,000.00 ZZ
180 337,034.00 1
21866 BUCKSKIN DRIVE 8.125 3,254.54 41
7.875 3,254.54 838,000.00
WALNUT CA 91789 1 10/22/96 00
0410236921 05 12/01/96 0
410236921 O 11/01/11
0
1535829 003/G01 F 235,950.00 ZZ
180 235,283.11 1
11575 NW 51 PLACE 8.250 2,289.05 90
8.000 2,289.05 262,190.00
CORAL SPRINGS FL 33076 1 10/10/96 12
0430066183 03 12/01/96 25
3746179 O 11/01/11
0
1
1535881 A46/G01 F 245,000.00 ZZ
180 243,563.52 1
9201 SILVER PINE COVE 7.875 2,323.70 70
7.625 2,323.70 350,000.00
AUSTIN TX 78733 1 10/01/96 00
0430066696 05 11/01/96 0
3302071535 O 10/01/11
0
1535893 707/707 F 382,500.00 ZZ
180 375,204.75 1
98-471 PUAALII STREET 7.625 3,573.05 75
7.375 3,573.05 510,000.00
AIEA HI 96701 5 05/03/96 00
0529303 05 07/01/96 0
0529303 O 06/01/11
0
1535898 707/707 F 1,000,000.00 ZZ
180 978,458.61 1
321 FRONT STREET 7.500 9,270.12 44
7.250 9,270.12 2,300,000.00
LAHAINA HI 96761 2 04/26/96 00
0530751 05 06/01/96 0
0530751 O 05/01/11
0
1535905 707/707 F 650,000.00 ZZ
180 638,290.11 1
564-K PIIHOLO ROAD 7.750 6,118.29 58
7.500 6,118.29 1,125,000.00
MAKAWAO HI 96768 2 05/23/96 00
6200044 05 07/01/96 0
6200044 O 06/01/11
0
1535913 707/707 F 550,000.00 ZZ
180 541,680.34 1
633 PANA PLACE 7.625 5,137.71 69
7.375 5,137.71 807,000.00
HONOLULU HI 96816 1 06/06/96 00
5880068 05 08/01/96 0
5880068 O 07/01/11
0
1535923 707/707 F 520,000.00 ZZ
180 508,798.50 1
1785 KUMAKANI LOOP 7.500 4,820.46 80
7.250 4,820.46 650,000.00
1
HONOLULU HI 96821 1 04/23/96 00
0553476 05 06/01/96 0
0553476 O 05/01/11
0
1535946 231/231 F 212,876.65 ZZ
180 212,876.65 1
50 ACORN LANE LOT 14 7.625 1,988.54 60
7.375 1,988.54 358,000.00
PEMBROKE MA 02359 1 11/21/96 00
1016249 05 01/01/97 0
1016249 O 12/01/11
0
1535963 299/G01 F 250,000.00 ZZ
180 248,566.16 1
3901 KIPLING COURT 8.125 2,407.21 50
7.875 2,407.21 502,500.00
GREENVILLE NC 27834 1 09/30/96 00
0430066738 05 11/01/96 0
681348 O 10/01/11
0
1536026 367/367 F 443,902.17 ZZ
164 440,892.93 1
5007 WARREN STREET NW 8.000 4,458.97 58
7.750 4,458.97 770,000.00
WASHINGTON DC 20016 1 10/17/96 00
75125652 05 11/01/96 0
75125652 O 06/01/10
0
1536069 375/G01 F 87,000.00 ZZ
180 86,764.85 1
280 BONITA AVENUE 8.750 869.53 57
8.500 869.53 155,000.00
SAN JOSE CA 95116 2 10/01/96 00
0430070946 05 12/01/96 0
UNKNOWN O 11/01/11
0
1536088 461/G01 F 180,000.00 ZZ
180 179,474.04 1
851 45TH AVENUE 7.875 1,707.21 64
7.625 1,707.21 283,000.00
SAN FRANCISCO CA 94121 1 10/15/96 00
0430067330 07 12/01/96 0
21057138 O 11/01/11
0
1
1536094 624/G01 F 236,000.00 ZZ
180 235,302.76 1
2430 GUTHRIE DRIVE 7.750 2,221.41 44
7.500 2,221.41 540,000.00
LOS ANGELES CA 90034 2 10/23/96 00
0430070169 05 12/01/96 0
36002360026 O 11/01/11
0
1536109 664/G01 F 75,000.00 ZZ
180 74,790.37 1
822 COASTAL BEACH ROAD 8.375 733.07 60
8.125 733.07 125,000.00
HENDERSON NV 89015 1 10/11/96 00
0430066357 03 12/01/96 0
2153658 O 11/01/11
0
1536114 439/439 F 331,000.00 ZZ
180 329,055.00 1
16611 MAPLEWILD AVENUE SOUTHWE 7.850 3,134.62 79
7.600 3,134.62 420,000.00
BURIEN WA 98166 2 09/24/96 00
1876539 05 11/01/96 0
1876539 O 10/01/11
0
1536135 299/G01 F 248,000.00 ZZ
180 246,593.28 1
43484 CHARDONNAY 8.250 2,405.95 80
8.000 2,405.95 310,000.00
STERLING HEIGHT MI 48314 1 09/30/96 00
0430065581 05 11/01/96 0
677132 O 10/01/11
0
1536147 299/G01 F 248,000.00 ZZ
180 246,529.88 1
340 SOUTH 6TH STREET EXTENSION 7.750 2,334.36 80
7.500 2,334.36 311,000.00
MILNER GA 30257 1 09/26/96 00
0430065631 05 11/01/96 0
685720 O 10/01/11
0
1536158 195/G01 F 350,000.00 ZZ
180 349,021.71 1
1
59 WHITEHALL ROAD 8.375 3,421.00 90
8.125 3,421.00 390,000.00
SOUTH HAMPTON NH 03827 4 10/22/96 10
0430077867 05 12/01/96 30
51320 O 11/01/11
0
1536172 299/G01 F 340,700.00 ZZ
180 338,788.76 1
1108 BELLE MEADE BLVD 8.375 3,330.10 43
8.125 3,330.10 800,000.00
NASHVILLE TN 37205 2 09/18/96 00
0430065979 05 11/01/96 0
666097 O 10/01/11
0
1536173 299/G01 F 325,000.00 ZZ
180 321,246.70 1
1438 VICTORIA GLEN 8.125 3,129.37 68
7.875 3,129.37 480,000.00
ESCONDIDO CA 92025 2 07/08/96 00
0430065870 05 09/01/96 0
666980 O 08/01/11
0
1536221 A80/G01 F 650,000.00 ZZ
180 650,000.00 1
176 PALOMA DRIVE 8.000 6,211.74 57
7.750 6,211.74 1,150,000.00
CORAL GABLES FL 33143 2 11/08/96 00
0430088617 05 01/01/97 0
9615175 O 12/01/11
0
1536233 076/076 F 296,000.00 T
180 295,163.38 1
MARINA VILLAGE MV7A 8.250 2,871.62 80
8.000 2,871.62 370,000.00
KEY LARGO FL 33037 1 10/04/96 00
7058848 01 12/01/96 0
7058848 O 11/01/11
0
1536297 624/G01 F 255,000.00 ZZ
180 254,271.21 1
160 MCENERY ROAD 8.125 2,455.35 70
7.875 2,455.35 365,000.00
FELTON CA 95018 2 10/23/96 00
0430070086 05 12/01/96 0
1
46001760116 O 11/01/11
0
1536381 F15/G01 F 120,000.00 ZZ
180 120,000.00 1
1110 WILDFLOWER DRIVE 8.750 1,199.34 55
8.500 1,199.34 220,000.00
MERLIN OR 97532 1 11/08/96 00
0430081786 05 01/01/97 0
96010119 O 12/01/11
0
1536444 721/G01 F 90,000.00 ZZ
168 89,330.71 1
1901 W MEQUON RD 8.375 911.46 37
8.125 911.46 248,270.00
MEQUON WI 53092 2 09/30/96 00
0430070359 05 11/01/96 0
9922178 O 10/01/10
0
1536482 601/G01 F 362,800.00 ZZ
180 359,528.12 1
1101 DICKENS DRIVE 7.625 3,389.02 80
7.375 3,389.02 453,518.00
WEST CHESTER PA 19380 1 08/30/96 00
0430067728 05 10/01/96 0
1096090 O 09/01/11
0
1536486 640/G01 F 450,000.00 ZZ
180 448,640.94 1
9500 INGLEWOOD COVE 7.500 4,171.56 67
7.250 4,171.56 675,000.00
GERMANTOWN TN 38139 1 10/25/96 00
0430068858 05 12/01/96 0
5756556 O 11/01/11
0
1536530 070/070 F 200,000.00 ZZ
180 197,838.07 1
6651 NORTH MINNEHAHA 8.875 2,013.69 50
8.625 2,013.69 401,000.00
LINCOLNWOOD IL 60646 1 07/22/96 00
1382252 05 09/01/96 0
1382252 O 08/01/11
0
1
1536531 070/070 F 271,000.00 ZZ
180 270,181.55 1
4203 INDIAN CREEK DRIVE 7.500 2,512.20 74
7.250 2,512.20 370,000.00
LOOMIS CA 95650 5 10/08/96 00
1558064 05 12/01/96 0
1558064 O 11/01/11
0
1536533 070/070 F 260,000.00 ZZ
180 258,525.23 1
4511 COLORADO STREET 8.250 2,522.36 75
8.000 2,522.36 349,000.00
LONG BEACH CA 90814 1 09/24/96 00
2578282 01 11/01/96 0
2578282 O 10/01/11
0
1536534 070/070 F 72,100.00 ZZ
180 71,694.99 1
13335 CLAYTON HILL DRIVE 8.375 704.72 70
8.125 704.72 103,000.00
HOUSTON TX 77041 1 09/18/96 00
2584352 03 11/01/96 0
2584352 O 10/01/11
0
1536535 070/070 F 259,750.00 ZZ
180 259,015.84 1
4468 PACES BATTLE 8.250 2,519.94 72
8.000 2,519.94 365,000.00
ATLANTA GA 30327 2 10/17/96 00
2599453 01 12/01/96 0
2599453 O 11/01/11
0
1536536 070/070 F 150,000.00 ZZ
180 148,360.50 1
1584 HORSESHOE DRIVE 8.750 1,499.17 46
8.500 1,499.17 332,075.00
WALL TOWNSHIP NJ 08736 1 07/17/96 00
2637460 03 09/01/96 0
2637460 O 08/01/11
0
1536537 070/070 F 123,675.00 ZZ
180 123,011.50 1
8252 NORTH OZANAM 8.875 1,245.21 75
8.625 1,245.21 164,900.00
1
NILES IL 60714 1 09/17/96 00
2841612 05 11/01/96 0
2841612 O 10/01/11
0
1536538 070/070 F 302,000.00 ZZ
180 300,286.99 1
1290 NORTH VALLEY RIDGE DRIVE 8.250 2,929.82 41
8.000 2,929.82 750,000.00
HEBER CITY UT 84032 2 10/11/96 00
2970964 05 11/01/96 0
2970964 O 10/01/11
0
1536539 070/070 F 250,000.00 ZZ
180 248,581.94 1
5 HANS VOJI DRIVE 8.250 2,425.35 38
8.000 2,425.35 658,000.00
FRANKLIN PARK NJ 08823 2 09/20/96 00
3041593 05 11/01/96 0
3041593 O 10/01/11
0
1536541 070/070 F 236,000.00 T
180 234,661.33 1
45 ROCK RIDGE COURT NE 8.250 2,289.54 80
8.000 2,289.54 295,000.00
ALBUQUERQUE NM 87122 1 09/16/96 00
3065949 05 11/01/96 0
3065949 O 10/01/11
0
1536542 070/070 F 345,450.00 ZZ
180 343,490.53 1
13634 WINTER CREEK COURT 8.250 3,351.35 70
8.000 3,351.35 493,500.00
HOUSTON TX 77077 1 09/16/96 00
3068633 03 11/01/96 0
3068633 O 10/01/11
0
1536543 070/070 F 266,000.00 ZZ
180 265,272.95 1
34 SANDIA HEIGHTS DRIVE NE 8.625 2,638.93 70
8.375 2,638.93 380,000.00
ALBUQUERQUE NM 87122 1 10/03/96 00
3075999 05 12/01/96 0
3075999 O 11/01/11
0
1
1536544 070/070 F 290,000.00 ZZ
180 287,004.91 1
24626 E. TRUMAN RD. 8.625 2,877.03 78
8.375 2,877.03 375,000.00
INDEPENDENCE MO 64056 2 08/30/96 00
3098003 05 10/01/96 0
3098003 O 09/01/11
0
1536546 070/070 F 327,500.00 ZZ
180 324,816.21 1
11315 QUIVAS WAY 8.000 3,129.77 75
7.750 3,129.77 440,000.00
WESTMINSTER CO 80234 2 09/30/96 00
3104719 03 11/01/96 0
3104719 O 10/01/11
0
1536547 070/070 F 241,500.00 ZZ
180 240,794.33 1
18138 MAURY MOUNTAIN LANE 7.875 2,290.51 68
7.625 2,290.51 360,000.00
SUNRIVER OR 97707 2 10/04/96 00
3130746 03 12/01/96 0
3130746 O 11/01/11
0
1536548 070/070 F 130,000.00 ZZ
180 129,278.80 1
125 CHILDE STREET 8.500 1,280.16 47
8.250 1,280.16 280,000.00
COLORADO SPRING CO 80906 5 09/16/96 00
4235195 05 11/01/96 0
4235195 O 10/01/11
0
1536549 070/070 F 1,000,000.00 ZZ
180 990,683.05 1
11 GLEN ALPINE ROAD 7.250 9,128.63 32
7.000 9,128.63 3,200,000.00
PIEDMONT CA 94611 2 08/12/96 00
4278636 05 10/01/96 0
4278636 O 09/01/11
0
1536550 070/070 F 236,000.00 ZZ
180 234,616.29 1
1
704 BARNUM WAY 7.875 2,238.34 80
7.625 2,238.34 295,000.00
MONTEREY PARK CA 91754 1 09/24/96 00
4324818 05 11/01/96 0
4324818 O 10/01/11
0
1536552 070/070 F 336,000.00 T
180 334,051.55 1
2152 EAST OCEAN BLVD. 8.000 3,210.99 80
7.750 3,210.99 420,000.00
NEWPORT BEACH CA 91662 1 09/03/96 00
4492241 05 11/01/96 0
4492241 O 10/01/11
0
1536553 070/070 F 110,000.00 ZZ
180 109,369.11 1
4112 PARAMOUNT 8.125 1,059.17 65
7.875 1,059.17 170,000.00
AMARILLO TX 79109 1 09/30/96 00
4643394 05 11/01/96 0
4643394 O 10/01/11
0
1536554 070/070 F 244,000.00 ZZ
180 242,569.38 1
9240 LAS LOMAS AVENUE 7.875 2,314.22 80
7.625 2,314.22 305,000.00
ATASCADERO CA 93422 4 09/20/96 00
4753825 05 11/01/96 0
4753825 O 10/01/11
0
1536555 070/070 F 244,950.00 ZZ
180 242,949.31 1
411 W 46TH TERRACE UNIT 801 8.750 2,448.15 70
8.500 2,448.15 350,000.00
KANSAS CITY MO 64112 2 08/19/96 00
4798494 01 10/01/96 0
4798494 O 09/01/11
0
1536556 070/070 F 145,000.00 ZZ
180 144,580.97 1
10 GORDON PLACE 8.000 1,385.70 57
7.750 1,385.70 258,000.00
BRANCHBURG NJ 08876 1 10/04/96 00
4841951 05 12/01/96 0
1
4841951 O 11/01/11
0
1536557 070/070 F 269,000.00 ZZ
180 267,405.39 1
14 HIDDEN LAKE COURT 7.750 2,532.03 80
7.500 2,532.03 336,705.00
MOUNT LAUREL NJ 08054 1 09/27/96 00
4843356 03 11/01/96 0
4843356 O 10/01/11
0
1536558 070/070 F 247,900.00 ZZ
180 246,509.36 1
37274 ASPEN DRIVE 8.375 2,423.04 80
8.125 2,423.04 309,900.00
FARMINGTON HILL MI 48335 1 09/27/96 00
4861101 05 11/01/96 0
4861101 O 10/01/11
0
1536559 070/070 F 238,300.00 ZZ
180 236,948.31 1
928 NEWPORT ST. 8.250 2,311.84 74
8.000 2,311.84 325,000.00
DENVER CO 80220 2 09/30/96 00
4910647 05 11/01/96 0
4910647 O 10/01/11
0
1536560 070/070 F 254,400.00 T
180 253,004.30 1
244 POR LA MAR CIRCLE 8.625 2,523.85 80
8.375 2,523.85 318,000.00
SANTA BARBARA CA 93130 1 09/11/96 00
4914297 01 11/01/96 0
4914297 O 10/01/11
0
1536564 070/070 F 89,300.00 ZZ
180 88,804.59 1
1223 GENERAL GEORGE PATTON DR. 8.500 879.37 56
8.250 879.37 160,000.00
BRENTWOOD TN 37027 2 09/25/96 00
4932183 01 11/01/96 0
4932183 O 10/01/11
0
1
1536565 070/070 F 42,000.00 ZZ
180 41,764.40 1
2448 ANDREW DRIVE 8.375 410.52 70
8.125 410.52 60,000.00
NAPLES FL 34112 1 09/30/96 00
5016255 05 11/01/96 0
5016255 O 10/01/11
0
1536566 070/070 F 355,500.00 ZZ
180 353,505.75 1
7363 TALL OAKS DRIVE 8.375 3,474.75 90
8.125 3,474.75 395,000.00
PARK CITY UT 84098 1 09/23/96 14
5042043 05 11/01/96 12
5042043 O 10/01/11
0
1536567 070/070 F 264,000.00 ZZ
180 262,535.41 1
11503 NAIRN FARMHOUSE COURT 8.500 2,599.71 75
8.250 2,599.71 352,000.00
SILVER SPRING MD 20902 1 09/30/96 00
5062317 05 11/01/96 0
5062317 O 10/01/11
0
1536568 070/070 F 125,000.00 ZZ
180 122,994.80 1
2112 SALT AIR DRIVE 8.250 1,212.68 28
8.000 1,212.68 450,000.00
SANTA ANA AREA CA 92705 5 09/20/96 00
5181199 05 11/01/96 0
5181199 O 10/01/11
0
1536569 070/070 F 326,800.00 ZZ
180 325,866.01 1
614 DOMINION DRIVE 8.125 3,146.70 80
7.875 3,146.70 408,500.00
SOUTHLAKE TX 76092 1 10/09/96 00
5203198 03 12/01/96 0
5203198 O 11/01/11
0
1536570 070/070 F 228,000.00 ZZ
180 227,362.72 1
12577 FRIANT VIEW LANE 8.375 2,228.53 80
8.125 2,228.53 285,000.00
1
FRESNO CA 93720 1 10/02/96 00
5371139 05 12/01/96 0
5371139 O 11/01/11
0
1536571 070/070 F 223,000.00 ZZ
180 217,492.74 1
26 CROSSWOOD ROAD 7.500 2,067.24 85
7.250 2,067.24 265,000.00
FARMINGTON CT 06032 2 03/20/96 14
9643917 05 05/01/96 12
9643917 O 04/01/11
0
1536807 385/385 F 870,970.32 ZZ
157 867,986.99 1
228 LINDEN LANE 8.750 9,334.16 65
8.500 9,334.16 1,350,000.00
UPPER BROOKVILL NY 11545 1 10/03/96 00
3639192 05 12/01/96 0
3639192 O 12/01/09
0
1536843 B27/G01 F 288,000.00 ZZ
180 287,139.70 1
340 BUNKER HILL STREET 7.625 2,690.30 80
UNIT#5D 7.375 2,690.30 360,000.00
CHARLESTOWN MA 02129 1 10/31/96 00
0430069831 08 12/01/96 0
0 O 11/01/11
0
1536865 367/367 F 214,400.00 ZZ
180 213,773.52 1
18535 MEADOWLAND TERRACE 7.875 2,033.48 78
7.625 2,033.48 275,000.00
OLNEY MD 20832 2 10/28/96 00
27213160 05 12/01/96 0
27213160 O 11/01/11
0
1537042 664/G01 F 280,000.00 ZZ
180 279,190.84 1
7009 156TH STREET SOUTHWEST 8.000 2,675.83 69
7.750 2,675.83 410,000.00
EDMONDS WA 98026 2 10/24/96 00
0430076265 05 12/01/96 0
2198596 O 11/01/11
0
1
1537077 317/G01 F 220,000.00 T
180 218,806.42 1
5925 SEABIRD DRIVE SOUTH 8.750 2,198.79 49
8.500 2,198.79 455,000.00
GULFPORT FL 33707 1 09/30/96 00
0430071753 05 11/01/96 0
209563 O 10/01/11
0
1537122 965/G01 F 256,000.00 ZZ
180 255,276.44 1
7136 NORTH CHIMNEY ROCK PLACE 8.250 2,483.56 59
8.000 2,483.56 435,000.00
TUCSON AZ 85718 2 10/24/96 00
0430074484 03 12/01/96 0
169244 O 11/01/11
0
1537140 765/G01 F 119,250.00 ZZ
180 118,920.38 1
12918 HALCOURT AVENUE 8.500 1,174.31 75
8.250 1,174.31 159,000.00
NORWALK CA 90650 2 10/18/96 00
0430071969 05 12/01/96 0
318287 O 11/01/11
0
1537180 A83/G01 F 198,750.00 ZZ
180 196,601.60 1
650 S 35TH ST 8.875 2,001.10 75
8.625 2,001.10 265,000.00
WEST DES MOINES IA 50265 1 07/31/96 00
0430068650 05 09/01/96 0
132435 O 08/01/11
0
1537187 737/G01 F 100,000.00 ZZ
180 99,717.36 1
96 RED RIVER ROAD 8.250 970.14 48
8.000 970.14 210,000.00
SEDONA AZ 86351 1 10/25/96 00
0430071902 09 12/01/96 0
511926 O 11/01/11
0
1537221 076/076 F 281,250.00 ZZ
180 280,463.88 1
1
2120 SHORELINE DRIVE 8.375 2,749.01 90
8.125 2,749.01 312,500.00
ABILENE TX 79602 1 10/07/96 10
0332752 05 12/01/96 12
0332752 O 11/01/11
0
1537242 562/G01 F 406,500.00 ZZ
180 405,312.21 1
174 LAWRENCE AVENUE 7.875 3,855.45 75
7.625 3,855.45 542,000.00
EASTCHESTER NY 10709 1 10/31/96 00
0430073155 05 12/01/96 0
527002 O 11/01/11
0
1537262 367/367 F 46,224.82 ZZ
162 46,060.75 1
2500 Q STREET 7.625 457.79 47
NW #409 7.375 457.79 100,000.00
WASHINGTON DC 20007 2 10/31/96 00
182720 08 12/01/96 0
182720 O 05/01/10
0
1537274 367/367 F 295,169.22 ZZ
159 294,100.14 1
3701 COREY PLACE NW 7.750 2,975.38 68
7.500 2,975.38 440,000.00
WASHINGTON DC 20016 2 10/31/96 00
7576640 05 12/01/96 0
7576640 O 02/01/10
0
1537326 593/593 F 240,000.00 ZZ
180 237,197.86 1
10658 POINT HAYDEN DRIVE 8.000 2,293.57 50
7.750 2,293.57 480,000.00
HAYDEN LAKE ID 83835 1 07/12/96 00
634557 05 09/01/96 0
634557 O 08/01/11
0
1537332 593/593 F 500,000.00 ZZ
180 498,555.06 1
2025 GLENVIEW DRIVE 8.000 4,778.27 79
7.750 4,778.27 635,000.00
LAS VEGAS NV 89134 1 10/11/96 00
6633167 03 12/01/96 0
1
6633167 O 11/01/11
0
1537361 976/G01 F 224,000.00 ZZ
180 223,345.47 1
7402 WIDMORE COURT 7.875 2,124.53 80
7.625 2,124.53 280,000.00
SPRING TX 77379 1 10/28/96 00
0430074872 03 12/01/96 0
299434 O 11/01/11
0
1537395 375/G01 F 136,500.00 ZZ
180 135,783.93 1
1723 FLANAGAN AVENUE 9.125 1,394.65 74
8.875 1,394.65 186,500.00
MONROE TWP NJ 08094 1 09/13/96 00
0430072124 05 11/01/96 0
960110 O 10/01/11
0
1537408 375/G01 F 309,000.00 ZZ
180 302,343.69 1
10660 NORTH 60TH STREET 7.500 2,864.47 84
7.250 2,864.47 370,000.00
OMAHA NE 68152 1 04/15/96 10
0430073049 05 06/01/96 6
3007056427 O 05/01/11
0
1537441 686/G01 F 112,000.00 ZZ
180 111,697.28 1
5110 W 121ST STREET 8.750 1,119.39 68
8.500 1,119.39 166,000.00
ALSIP IL 60658 5 10/09/96 00
0430073205 05 12/01/96 0
817711732 O 11/01/11
0
1537447 686/G01 F 288,000.00 ZZ
180 287,160.32 1
3422 HAWTHORN AVENUE 7.900 2,735.68 90
7.650 2,735.68 320,000.00
CHINO HILLS CA 91709 2 10/07/96 01
0430073437 05 12/01/96 25
817848427 O 11/01/11
0
1
1537451 686/G01 F 175,000.00 ZZ
180 174,511.94 1
395 HILLSIDE STREET 8.400 1,713.06 64
8.150 1,713.06 275,000.00
MILTON MA 02186 2 10/11/96 00
0430073478 05 12/01/96 0
817590904 O 11/01/11
0
1537452 686/G01 F 255,000.00 ZZ
180 254,279.27 1
112 LEONI DRIVE 8.250 2,473.86 57
8.000 2,473.86 455,000.00
PLANTATION KEY FL 33036 1 10/16/96 00
0430073486 03 12/01/96 0
817796527 O 11/01/11
0
1537453 686/G01 F 94,000.00 ZZ
180 93,748.77 1
340 SUMMIT ROAD 8.875 946.44 59
8.625 946.44 161,000.00
UNION NJ 07083 5 10/10/96 00
0430073387 05 12/01/96 0
817859879 O 11/01/11
0
1537468 686/G01 F 56,250.00 ZZ
180 56,087.44 1
13015 SW 88TH LANE 8.000 537.56 75
7.750 537.56 75,000.00
MIAMI FL 33186 1 10/23/96 00
0430073544 01 12/01/96 0
817450166 O 11/01/11
0
1537475 686/G01 F 160,000.00 ZZ
180 159,534.54 1
6630 CRISTINA MARIE DRIVE 7.925 1,522.13 70
7.675 1,522.13 230,000.00
ORLANDO FL 32835 1 10/25/96 00
0430073775 03 12/01/96 0
817604192 O 11/01/11
0
1537477 686/G01 F 260,000.00 ZZ
180 259,248.63 1
2307 DANBURY DRIVE 8.000 2,484.70 68
7.750 2,484.70 385,000.00
1
COLLEYVILLE TX 76034 1 10/24/96 00
0430073619 03 12/01/96 0
817924210 O 11/01/11
0
1537484 686/G01 F 175,000.00 ZZ
180 174,510.85 1
1827 N DAYTON ST #F 8.375 1,710.50 70
8.125 1,710.50 252,000.00
CHICAGO IL 60614 2 10/23/96 00
0430074229 01 12/01/96 0
817713324 O 11/01/11
0
1537485 686/G01 F 101,000.00 ZZ
180 100,723.93 1
2767 SUN TERRACE 8.625 1,002.01 75
8.375 1,002.01 134,750.00
WHITE BEAR LAKE MN 55110 1 10/28/96 00
0430074245 05 12/01/96 0
817714215 O 11/01/11
0
1537501 686/G01 F 150,000.00 ZZ
180 149,571.29 1
3035 BISSONNET STREET 8.125 1,444.33 58
7.875 1,444.33 260,000.00
HOUSTON TX 77005 2 10/25/96 00
0430074039 07 12/01/96 0
817829344 O 11/01/11
0
1537503 686/G01 F 97,750.00 ZZ
180 97,473.71 1
806 PETTINOT PLACE 8.250 948.32 67
8.000 948.32 145,900.00
STEVENSVILLE MD 21666 5 10/25/96 00
0430074096 03 12/01/96 0
817862683 O 11/01/11
0
1537504 686/G01 F 38,500.00 ZZ
180 38,392.39 1
3475 N COUNTRY CLUB DR 8.375 376.31 70
UNIT EII-801 8.125 376.31 55,000.00
AVENTURA FL 33180 1 10/31/96 00
0430074153 08 12/01/96 0
817903198 O 11/01/11
0
1
1537508 686/G01 F 228,000.00 ZZ
180 227,329.35 1
5969 S AKRON CIRCLE 7.800 2,152.65 80
7.550 2,152.65 285,000.00
ENGLEWOOD CO 80111 1 11/01/96 00
0430074203 03 12/01/96 0
817498074 O 11/01/11
0
1537509 686/G01 F 88,000.00 ZZ
180 87,754.03 1
7367 COUNTY RD #23 8.375 860.14 53
8.125 860.14 168,181.00
BECKER MN 55308 1 11/01/96 00
0430074211 05 12/01/96 0
817711583 O 11/01/11
0
1537570 E22/G01 F 364,000.00 ZZ
180 362,971.19 1
10970 SW 69 AVE ROAD 8.250 3,531.31 80
8.000 3,531.31 455,000.00
MIAMI FL 33156 1 10/01/96 00
0410241715 05 12/01/96 0
410241715 O 11/01/11
0
1537613 491/491 F 319,900.00 ZZ
180 318,954.87 1
11361 ROSECREEK DRIVE 7.750 3,011.15 80
7.500 3,011.15 399,900.00
MOORPARK CA 93021 1 09/25/96 00
0061264334 03 12/01/96 0
0061264334 O 11/01/11
0
1537614 491/491 F 500,000.00 ZZ
180 497,036.04 1
TRACT 1B-2 7.750 4,706.38 50
7.500 4,706.38 1,020,000.00
TESUQUE NM 87574 1 09/13/96 00
0061115932 05 11/01/96 0
0061115932 O 10/01/11
0
1537615 491/491 F 300,000.00 ZZ
180 298,202.03 1
1
17583 DAVES AVENUE 7.625 2,802.39 49
7.375 2,802.39 620,000.00
MONTE SERENO CA 95030 1 09/23/96 00
0061363375 05 11/01/96 0
0061363375 O 10/01/11
0
1537617 491/491 F 260,000.00 ZZ
180 258,475.57 1
313 BAPTISTE WAY 7.875 2,465.97 46
7.625 2,465.97 571,000.00
LA CANADA-FLINT CA 91011 1 09/12/96 00
0061263231 05 11/01/96 0
0061263231 O 10/01/11
0
1537618 491/491 F 230,800.00 ZZ
180 228,829.50 1
1955 GOULDIN ROAD 8.250 2,239.09 80
8.000 2,239.09 288,500.00
OAKLAND CA 94611 1 08/06/96 00
0061209091 05 10/01/96 0
0061209091 O 09/01/11
0
1537619 491/491 F 260,000.00 ZZ
180 258,424.61 1
3279 SWEET DRIVE 7.500 2,410.24 87
7.250 2,410.24 302,000.00
LAFAYETTE CA 94549 1 09/11/96 11
0061088633 05 11/01/96 12
0061088633 O 10/01/11
0
1537620 617/617 F 270,000.00 ZZ
180 267,617.61 1
57 SANCHEZ WAY 7.875 2,560.82 68
7.625 2,560.82 400,000.00
HOT SPRINGS VIL AR 71909 2 08/30/96 00
172444 03 10/01/96 0
172444 O 09/01/11
0
1537648 429/429 F 271,600.00 ZZ
180 268,565.08 1
4 AZALEA LANE 8.500 2,674.55 80
8.250 2,674.55 339,500.00
SAN CARLOS CA 94070 1 07/16/96 00
0010386025 01 09/01/96 0
1
0010386025 O 08/01/11
0
1537653 429/429 F 300,000.00 ZZ
180 298,221.62 1
565 BROWNING STREET 7.750 2,823.83 77
7.500 2,823.83 390,000.00
HILL VALLEY CA 94941 2 09/13/96 00
0010289844 05 11/01/96 0
0010289844 O 10/01/11
0
1537740 270/G01 F 240,000.00 ZZ
180 239,336.62 1
#77 SHILOH ROAD 8.500 2,363.38 80
8.250 2,363.38 301,250.00
ODESSA TX 79762 1 10/17/96 00
0430074708 05 12/01/96 0
4841961 O 11/01/11
0
1537781 593/593 F 250,000.00 ZZ
180 245,489.33 1
2739 EAST 4430 SOUTH 7.750 2,353.19 64
7.500 2,353.19 396,000.00
SALT LAKE CITY UT 84124 2 05/30/96 00
6589022 05 07/01/96 0
6589022 O 06/01/11
0
1537787 461/G01 F 239,200.00 ZZ
180 238,523.92 1
3610 FAIRWAY BLVD 8.250 2,320.58 80
8.000 2,320.58 299,000.00
LOS ANGELES CA 90043 1 10/22/96 00
0430075598 05 12/01/96 0
21053434 O 11/01/11
0
1537818 975/G01 F 297,900.00 ZZ
180 297,900.00 1
2636 SOUTH CARLTON PLACE 8.125 2,868.43 75
7.875 2,868.43 399,800.00
ROWLAND HEIGHTS CA 91748 1 11/01/96 00
0430076786 03 01/01/97 0
962458 O 12/01/11
0
1
1537854 617/617 F 300,000.00 ZZ
180 297,494.68 1
1503 E DELMAR 8.500 2,954.22 80
8.250 2,954.22 375,000.00
SPRINGFIELD MO 65804 1 08/30/96 00
229686 05 10/01/96 0
229686 O 09/01/11
0
1537856 617/617 F 346,000.00 ZZ
180 344,059.05 1
1030 EAST 19TH STREET 8.375 3,381.89 79
8.125 3,381.89 440,000.00
TULSA OK 74120 2 09/20/96 00
170421 05 11/01/96 0
170421 O 10/01/11
0
1537859 617/617 F 270,000.00 ZZ
180 268,434.26 1
5095 WOODS LANDING 8.000 2,580.27 90
7.750 2,580.27 300,000.00
MEMPHIS TN 38125 1 09/16/96 14
674954 03 11/01/96 25
674954 O 10/01/11
0
1537862 617/617 F 249,000.00 ZZ
180 246,897.44 1
4628 EAST 100TH STREET 8.375 2,433.79 53
8.125 2,433.79 475,000.00
TULSA OK 74137 2 08/16/96 00
170429 03 10/01/96 0
170429 O 09/01/11
0
1537866 617/617 F 290,000.00 ZZ
180 286,614.06 1
20 SPRUCE LANE 8.000 2,771.40 74
7.750 2,771.40 395,000.00
PLACITAS NM 87043 2 07/31/96 00
163792 05 09/01/96 0
163792 O 08/01/11
0
1537867 617/617 F 437,000.00 ZZ
120 292,083.76 1
6 MUIRFIELD LANE 6.750 5,017.82 66
6.500 5,017.82 670,000.00
1
TOWN AND COUNTR MO 63141 2 02/26/96 00
162264 03 04/01/96 0
162264 O 03/01/06
0
1537871 617/617 F 231,050.00 ZZ
180 228,468.18 1
1025 JOE KEELEY DRIVE 8.500 2,275.24 80
8.250 2,275.24 288,850.00
NORMAN OK 73072 1 07/31/96 00
223615 03 09/01/96 0
223615 O 08/01/11
0
1537879 617/617 F 230,000.00 ZZ
180 227,314.62 1
7400 WINTERWOOD DRIVE 8.000 2,198.00 89
7.750 2,198.00 260,000.00
EDMOND OK 73003 1 07/19/96 14
143233 05 09/01/96 12
143233 O 08/01/11
0
1537882 617/617 F 385,000.00 ZZ
180 377,827.35 1
4026 E CATALPA ST 8.250 3,735.05 53
8.000 3,735.05 730,000.00
SPRINGFIELD MO 65809 2 08/09/96 00
187019 05 10/01/96 0
187019 O 09/01/11
0
1537885 617/617 F 230,400.00 ZZ
180 227,825.45 1
14508 LONGFORD WAY 8.500 2,268.84 80
8.250 2,268.84 288,000.00
OKLAHOMA CITY OK 73013 1 07/30/96 00
223607 05 09/01/96 0
223607 O 08/01/11
0
1538004 E22/G01 F 130,000.00 ZZ
180 129,648.64 1
3616 MOBERLY 8.750 1,299.28 46
8.500 1,299.28 286,000.00
COMMERCE TOWNSH MI 48382 5 10/02/96 00
0410162978 05 12/01/96 0
410162978 O 11/01/11
0
1
1538018 A52/G01 F 225,000.00 ZZ
180 225,000.00 1
6380 STALLION DRIVE 7.750 2,117.87 77
7.500 2,117.87 295,000.00
CUMMING GA 30130 1 11/06/96 00
0430070656 05 01/01/97 0
175756 O 12/01/11
0
1538112 661/661 F 32,800.00 ZZ
180 32,705.21 1
802 FIRST STREET SOUTH 8.000 313.46 80
UNIT 201A 7.750 313.46 41,000.00
AUSTIN TX 78704 1 10/15/96 00
5123290660 01 12/01/96 0
5123290660 O 11/01/11
0
1538186 E22/G01 F 40,000.00 ZZ
180 39,890.67 1
ROUTE 1 BOX 471-E 8.625 396.83 41
8.375 396.83 98,000.00
LINDEN NC 28356 5 11/01/96 00
0410247969 05 12/01/96 0
410247969 O 11/01/11
0
1538210 624/G01 F 75,700.00 ZZ
180 75,700.00 1
3301 CONDERSHIRE DRIVE SW 7.625 707.14 95
7.375 707.14 80,000.00
ALBUQUERQUE NM 87121 2 10/31/96 11
0430075580 05 01/01/97 30
65043760013 O 12/01/11
0
1538231 757/757 F 263,300.00 ZZ
180 263,300.00 1
4035 ROYAL PENNON COURT 7.875 2,497.27 76
7.625 2,497.27 350,000.00
NORCROSS GA 30092 2 11/06/96 00
2868578 05 01/01/97 0
2868578 O 12/01/11
0
1538524 661/661 F 32,000.00 ZZ
180 32,000.00 1
1
11538 HELEN 7.750 301.21 27
7.500 301.21 123,000.00
WARREN MI 48093 2 11/04/96 00
2667558 05 01/01/97 0
2667558 O 12/01/11
0
1538589 E22/G01 F 78,000.00 ZZ
180 77,772.09 1
11384 41ST COURT NORTH 7.875 739.79 64
7.625 739.79 122,000.00
ROYAL PALM BEAC FL 33411 2 10/25/96 00
0410245773 05 12/01/96 0
410245773 O 11/01/11
0
1538706 593/593 F 265,000.00 ZZ
180 259,211.73 1
112 WEST 4600 NORTH 7.875 2,513.40 74
7.625 2,513.40 361,000.00
PROVO UT 84604 5 03/27/96 00
6667604 05 06/01/96 0
6667604 O 05/01/11
0
1538707 975/G01 F 500,000.00 ZZ
180 500,000.00 1
2375 MONTECITO DRIVE 8.125 4,814.41 61
7.875 4,814.41 830,000.00
SAN MARINO CA 91108 2 11/04/96 00
0430076125 05 01/01/97 0
962715 O 12/01/11
0
1538842 637/G01 F 300,000.00 ZZ
180 299,152.07 1
1102 SPRING STREET 8.250 2,910.43 67
8.000 2,910.43 450,000.00
SANTA ROSA CA 95404 1 10/15/96 00
0430078386 05 12/01/96 0
9311226 O 11/01/11
0
1538843 637/G01 F 180,000.00 ZZ
180 179,496.88 1
21 BLACKSMITH LANE 8.375 1,759.37 36
8.125 1,759.37 510,000.00
EAST NORTHPORT NY 11731 1 10/22/96 00
0430077982 05 12/01/96 0
1
9228743 O 11/01/11
0
1538844 637/G01 F 327,000.00 ZZ
180 327,000.00 1
3790 QUAIL RIDGE ROAD 7.625 3,054.61 62
7.375 3,054.61 530,000.00
LAFAYETTE CA 94549 5 11/01/96 00
0430077172 05 01/01/97 0
9311960 O 12/01/11
0
1538845 637/G01 F 290,000.00 ZZ
180 289,161.93 1
2712 SAINT JAMES ROAD 8.000 2,771.40 56
7.750 2,771.40 519,000.00
BELMONT CA 94002 1 10/15/96 00
0430078303 05 12/01/96 0
3439502 O 11/01/11
0
1538877 E22/G01 F 122,000.00 ZZ
180 122,000.00 1
S9496 RAHL ROAD 8.625 1,210.34 66
8.375 1,210.34 185,000.00
PRAIRIE DU SAC WI 53578 2 11/01/96 00
0410261952 05 01/01/97 0
410261952 O 12/01/11
0
1539322 074/074 F 410,000.00 ZZ
180 408,775.27 1
834 HIGHLAND AVENUE 7.625 3,829.94 65
7.375 3,829.94 640,000.00
WESTFIELD NJ 07090 2 09/30/96 00
1106025472 05 12/01/96 0
1106025472 O 11/01/11
0
1539323 074/074 F 105,000.00 ZZ
180 102,879.23 1
57 WEST 58TH STREET 8.250 1,018.65 60
UNIT #4H 8.000 1,018.65 175,000.00
NEW YORK NY 10019 1 04/24/96 00
1111034337 06 06/01/96 0
1111034337 O 05/01/11
0
1
1539324 074/074 F 475,000.00 ZZ
180 473,687.06 1
30 CENTRAL DRIVE WEST 8.500 4,677.52 70
8.250 4,677.52 680,000.00
BRIARCLIFF MANO NY 10510 5 10/01/96 00
1111060880 05 12/01/96 0
1111060880 O 11/01/11
0
1539325 074/074 F 40,950.00 ZZ
180 40,742.32 1
138 71ST STREET, APARTMENT E10 9.500 427.62 70
9.250 427.62 58,500.00
BROOKLYN NY 11209 1 09/26/96 00
1111062660 11 11/01/96 0
1111062660 O 10/01/11
0
1539326 074/074 F 480,000.00 ZZ
180 478,673.25 1
1 DUHAMEL DRIVE/INNSBRUCK BLVD 8.500 4,726.75 80
8.250 4,726.75 600,000.00
HOPEWELL JUNCTI NY 12533 5 09/27/96 00
1111066821 05 12/01/96 0
1111066821 O 11/01/11
0
1539327 074/074 F 256,500.00 ZZ
180 251,928.57 1
2410 EAST 71ST STREET 7.875 2,432.78 95
7.625 2,432.78 270,000.00
BROOKLYN NY 11234 2 05/07/96 10
1112058862 05 07/01/96 30
1112058862 O 06/01/11
0
1539329 074/074 F 300,000.00 ZZ
180 299,161.47 1
1120 ST ANDREWS RD 8.375 2,932.28 51
8.125 2,932.28 590,000.00
BRYN MAWR PA 19010 1 10/15/96 00
1172133059 09 12/01/96 0
1172133059 O 11/01/11
0
1539330 074/074 F 264,000.00 ZZ
180 262,535.41 1
4490 TOWNSHIP LINE RD 8.500 2,599.71 80
8.250 2,599.71 330,000.00
1
WYCOMBE PA 18980 1 09/27/96 00
1175033902 05 11/01/96 0
1175033902 O 10/01/11
0
1539331 074/074 F 500,000.00 T
180 497,226.15 1
10723 EAST FERNWOOD LANE 8.500 4,923.70 75
8.250 4,923.70 668,641.00
SCOTTSDALE AZ 85262 1 09/26/96 00
1207001642 03 11/01/96 0
1207001642 O 10/01/11
0
1539333 074/074 F 52,000.00 ZZ
180 51,711.53 1
480 NORTH WALL STREET B101 8.500 512.06 80
8.250 512.06 65,000.00
SALT LAKE CITY UT 84103 1 09/27/96 00
1496002221 01 11/01/96 0
1496002221 O 10/01/11
0
1539336 074/074 F 264,000.00 ZZ
180 262,502.51 1
8583 WOODLANE DRIVE 8.250 2,561.18 80
8.000 2,561.18 330,000.00
GERMANTOWN TN 38138 1 09/17/96 00
1502051037 05 11/01/96 0
1502051037 O 10/01/11
0
1539337 074/074 F 261,000.00 ZZ
180 259,469.70 1
4 WALNUT PLACE 7.875 2,475.46 90
7.625 2,475.46 290,000.00
COVINGTON LA 70433 1 09/20/96 04
1502051365 05 11/01/96 12
1502051365 O 10/01/11
0
1539338 074/074 F 225,000.00 ZZ
180 223,014.72 1
4207 MYSTIC LANE 7.875 2,134.00 75
7.625 2,134.00 300,000.00
NACOGDOCHES TX 75961 2 09/13/96 00
1504067220 05 10/01/96 0
1504067220 O 09/01/11
0
1
1539339 074/074 F 247,500.00 ZZ
180 246,064.75 1
6025 PEDEN ROAD 8.000 2,365.24 90
7.750 2,365.24 275,000.00
FORT WORTH TX 76179 1 09/27/96 11
1504076538 05 11/01/96 25
1504076538 O 10/01/11
0
1539340 074/074 F 250,000.00 ZZ
180 248,581.94 1
23446 VIA CODORNIZ 8.250 2,425.35 72
8.000 2,425.35 350,000.00
TRABUCO CANYON CA 92679 5 09/10/96 00
1506155216 03 11/01/96 0
1506155216 O 10/01/11
0
1539341 074/074 F 300,000.00 ZZ
180 295,829.77 1
3328 CALLE FRESNO 7.875 2,845.35 45
7.625 2,845.35 680,000.00
SANTA BARBARA CA 93105 2 09/04/96 00
1506157175 05 11/01/96 0
1506157175 O 10/01/11
0
1539343 074/074 F 400,000.00 T
180 398,856.80 1
1918 BRAEBURN ROAD 8.125 3,851.53 78
7.875 3,851.53 515,000.00
ALTADENA AREA CA 91001 1 10/03/96 00
1506167420 05 12/01/96 0
1506167420 O 11/01/11
0
1539347 074/074 F 290,000.00 ZZ
180 287,469.03 1
2108 SW LAUREL STREET 8.000 2,771.39 50
7.750 2,771.39 585,000.00
PORTLAND OR 97201 5 08/13/96 00
1513053464 05 10/01/96 0
1513053464 O 09/01/11
0
1539348 074/074 F 252,000.00 T
180 251,295.64 1
1
4806 ECK LANE 8.375 2,463.11 80
8.125 2,463.11 315,000.00
AUSTIN TX 78734 1 10/09/96 00
1520002565 05 12/01/96 0
1520002565 O 11/01/11
0
1539349 074/074 F 256,350.00 ZZ
180 255,600.95 1
4351 HALLMARK DRIVE 7.875 2,431.35 71
7.625 2,431.35 365,000.00
DALLAS TX 75229 2 10/11/96 00
1524003821 05 12/01/96 0
1524003821 O 11/01/11
0
1539350 074/074 F 351,000.00 ZZ
180 347,077.82 1
175 CREEKWAY BEND 8.500 3,456.44 90
8.250 3,456.44 390,000.00
SOUTHLAKE TX 76092 1 07/12/96 19
1525000840 03 09/01/96 25
1525000840 O 08/01/11
0
1539352 074/074 F 63,000.00 ZZ
180 62,661.99 1
10715 ROYAL SPRINGS DRIVE 8.875 634.32 35
8.625 634.32 185,000.00
DALLAS TX 75229 1 09/17/96 00
1563134160 05 11/01/96 0
1563134160 O 10/01/11
0
1539354 074/074 F 40,000.00 ZZ
180 39,896.65 1
11267 PINEHURST PLACE WEST 9.250 411.68 80
9.000 411.68 50,300.00
GULFPORT MS 39503 5 10/03/96 00
1566078973 05 12/01/96 0
1566078973 O 11/01/11
0
1539355 074/074 F 295,200.00 ZZ
180 293,525.54 1
3460 HILLCREST CIRCLE 8.250 2,863.86 80
8.000 2,863.86 369,000.00
CARLSBAD CA 92009 1 09/18/96 00
1567167671 05 11/01/96 0
1
1567167671 O 10/01/11
0
1539356 074/074 F 415,850.00 ZZ
180 414,648.25 1
21066 WENDY DRIVE 8.000 3,974.08 80
7.750 3,974.08 519,832.00
TORRANCE CA 90503 1 10/07/96 00
1567168743 03 12/01/96 0
1567168743 O 11/01/11
0
1539357 074/074 F 918,750.00 ZZ
180 913,765.45 1
2375 RUE DES CHATEAUX 8.750 9,182.44 75
8.500 9,182.44 1,225,000.00
CARLSBAD CA 92008 1 09/18/96 00
1567169702 01 11/01/96 0
1567169702 O 10/01/11
0
1539358 074/074 F 65,600.00 ZZ
180 65,236.07 1
520 ARCOLA DRIVE 8.500 645.99 80
8.250 645.99 82,000.00
COLUMBIA SC 29223 5 09/25/96 00
1577049638 05 11/01/96 0
1577049638 O 10/01/11
0
1539359 074/074 F 168,750.00 ZZ
180 167,803.35 1
413 E FOX DEN DRIVE 8.375 1,649.41 75
8.125 1,649.41 225,000.00
KNOXVILLE TN 37922 1 09/27/96 00
1577051458 05 11/01/96 0
1577051458 O 10/01/11
0
1539360 074/074 F 705,000.00 ZZ
180 686,366.99 1
259 WILD HARBOR ROAD 8.125 6,788.33 75
7.875 6,788.33 950,000.00
NORTH FALMOUTH MA 02556 2 02/09/96 00
1580025605 05 04/01/96 0
1580025605 O 03/01/11
0
1
1539361 074/074 F 50,000.00 ZZ
180 49,740.64 1
8 RUSTIC RIDGE DRIVE 9.250 514.60 30
9.000 514.60 172,000.00
GORHAM ME 04038 5 09/18/96 00
1580036984 05 11/01/96 0
1580036984 O 10/01/11
0
1539362 074/074 F 1,000,000.00 ZZ
180 994,452.28 1
235 SOUTH BUENA VISTA ROAD 8.500 9,847.40 66
8.250 9,847.40 1,525,000.00
SOUTH CHARLESTO OH 45368 2 09/27/96 00
1581053559 05 11/01/96 0
1581053559 O 10/01/11
0
1539363 074/074 F 186,000.00 ZZ
180 185,024.26 1
3026 WHITE OAK BEACH 9.125 1,900.40 60
8.875 1,900.40 310,000.00
HIGHLAND MI 48357 5 09/19/96 00
1581060226 05 11/01/96 0
1581060226 O 10/01/11
0
1539364 074/074 F 164,500.00 ZZ
180 163,656.29 1
7066 SEVEN MILE RD 9.375 1,705.37 70
9.125 1,705.37 235,000.00
SALEM TWP MI 48126 1 09/27/96 00
1581064726 05 11/01/96 0
1581064726 O 10/01/11
0
1539365 074/074 F 77,000.00 ZZ
180 76,363.24 1
26 PENNTOWNE DRIVE 8.250 747.01 34
8.000 747.01 230,000.00
IRWIN PA 15642 1 09/30/96 00
1581065128 05 11/01/96 0
1581065128 O 10/01/11
0
1539366 074/074 F 55,200.00 ZZ
120 54,623.32 1
610 MASONIC PARK ROAD 8.875 695.53 80
8.625 695.53 69,000.00
1
MARIETTA OH 45750 2 09/16/96 00
1581065707 05 11/01/96 0
1581065707 O 10/01/06
0
1539367 074/074 F 288,000.00 ZZ
180 286,437.48 1
5496 PUTNAM 8.750 2,878.42 80
8.500 2,878.42 360,000.00
WEST BLOOMFIELD MI 48323 1 09/12/96 00
1581066288 05 11/01/96 0
1581066288 O 10/01/11
0
1539368 074/074 F 132,500.00 ZZ
180 99,062.18 1
952 RIVER MIST DRIVE 9.250 1,363.68 63
9.000 1,363.68 212,500.00
ROCHESTER MI 48307 1 09/06/96 00
1581067510 05 11/01/96 0
1581067510 O 10/01/11
0
1539372 074/074 F 230,000.00 ZZ
180 228,680.87 1
914 WEST DICKENS 8.125 2,214.63 60
7.875 2,214.63 385,000.00
CHICAGO IL 60614 1 10/01/96 00
1583032072 05 11/01/96 0
1583032072 O 10/01/11
0
1539373 074/074 F 78,400.00 ZZ
180 78,183.29 1
344 WILLARD DRIVE 8.500 772.04 80
8.250 772.04 98,000.00
NASHVILLE TN 37211 5 09/27/96 00
1585035344 05 12/01/96 0
1585035344 O 11/01/11
0
1539375 074/074 F 100,000.00 ZZ
180 99,711.01 1
43 EAST RUBY AVENUE 8.000 955.66 55
7.750 955.66 182,000.00
PALISADES PARK NJ 07650 5 10/04/96 00
1587042170 05 12/01/96 0
1587042170 O 11/01/11
0
1
1539376 074/074 F 232,500.00 ZZ
180 231,252.63 1
105 ACADEMY DRIVE 8.875 2,340.92 75
8.625 2,340.92 310,000.00
BROOMALL PA 19008 2 09/25/96 00
1587042894 05 11/01/96 0
1587042894 O 10/01/11
0
1539377 074/074 F 130,000.00 ZZ
180 129,286.78 1
8514 SANDY PLAINS ROAD 8.625 1,289.71 59
8.375 1,289.71 222,000.00
BALTIMORE MD 21222 5 09/13/96 00
1587043897 05 11/01/96 0
1587043897 O 10/01/11
0
1539379 074/074 F 276,000.00 ZZ
180 275,184.57 1
1300 SOUTH CRYSTAL DRIVE 7.750 2,597.93 80
UNIT #12025 7.500 2,597.93 345,000.00
ARLINGTON VA 22202 1 10/21/96 00
1587047184 06 12/01/96 0
1587047184 O 11/01/11
0
1539380 074/074 F 388,000.00 ZZ
180 382,593.66 1
2914 LAKE WINTERSET ROAD 8.000 3,707.94 78
7.750 3,707.94 500,000.00
WINTER HAVEN FL 33884 2 08/08/96 00
1589049395 05 10/01/96 0
1589049395 O 09/01/11
0
1539381 074/074 F 250,250.00 ZZ
180 248,830.52 1
3901 LOQUAT AVENUE 8.250 2,427.78 65
8.000 2,427.78 385,000.00
MIAMI FL 33133 5 09/18/96 00
1589068491 05 11/01/96 0
1589068491 O 10/01/11
0
1539382 074/074 F 59,500.00 ZZ
180 59,180.77 1
1
600 NORTHEAST 36TH STREET 8.875 599.08 70
#1403 8.625 599.08 85,000.00
MIAMI FL 33137 1 09/27/96 00
1589069585 06 11/01/96 0
1589069585 O 10/01/11
0
1539383 074/074 F 120,000.00 ZZ
180 119,668.31 1
8345 NORTHWEST 157TH TERRACE 8.500 1,181.69 55
8.250 1,181.69 220,000.00
MIAMI FL 33016 1 10/07/96 00
1589070223 03 12/01/96 0
1589070223 O 11/01/11
0
1539384 074/074 F 305,000.00 ZZ
180 303,307.95 1
3332 NE 29TH AVENUE 8.500 3,003.46 51
8.250 3,003.46 600,000.00
POMPANO BEACH FL 33064 2 09/25/96 00
1589071612 05 11/01/96 0
1589071612 O 10/01/11
0
1539385 074/074 F 238,000.00 ZZ
180 236,694.26 1
45 SHADOW CREEK WAY 8.625 2,361.16 80
8.375 2,361.16 297,500.00
ORMOND BEACH FL 32174 1 09/18/96 00
1590017603 03 11/01/96 0
1590017603 O 10/01/11
0
1539388 074/074 F 246,000.00 ZZ
180 244,635.26 1
8522 WAVE CIRCLE 8.500 2,422.46 79
8.250 2,422.46 315,000.00
HUNTINGTON BEAC CA 92646 2 09/23/96 00
1595011127 05 11/01/96 0
1595011127 O 10/01/11
0
1539389 074/074 F 313,500.00 ZZ
180 312,583.94 1
210 PINECONE COURT 7.875 2,973.40 90
7.625 2,973.40 348,350.00
SIMI VALLEY CA 93065 1 10/07/96 21
1596009550 03 12/01/96 25
1
1596009550 O 11/01/11
0
1539391 074/074 F 300,000.00 T
180 298,221.62 1
197 COUNTY ROAD 7.750 2,823.83 61
7.500 2,823.83 494,495.00
IPSWICH MA 01938 1 09/30/96 00
1816003490 05 11/01/96 0
1816003490 O 10/01/11
0
1539468 E22/G01 F 50,000.00 ZZ
180 49,855.50 1
107 BAY SHORE DRIVE 8.000 477.83 58
7.750 477.83 87,500.00
INGLESIDE TX 78362 1 10/31/96 00
0410268502 05 12/01/96 0
410268502 O 11/01/11
0
1539551 375/G01 F 144,267.00 ZZ
180 143,877.07 1
8 BARBOUR PL 8.750 1,441.88 61
8.500 1,441.88 240,000.00
PISCATAWAY NJ 08859 2 10/09/96 00
0430084467 05 12/01/96 0
329602 O 11/01/11
0
1539560 181/181 F 885,000.00 ZZ
180 882,442.48 1
3495 GIN LANE 8.000 8,457.52 60
7.750 8,457.52 1,475,000.00
NAPLES FL 33940 2 10/15/96 00
5372089 05 12/01/96 0
5372089 O 11/01/11
0
1539768 624/G01 F 248,850.00 ZZ
180 248,850.00 1
13325 164TH AVENUE NORTHEAST 7.500 2,306.87 90
7.250 2,306.87 276,500.00
REDMOND WA 98052 1 11/05/96 12
0430080515 05 01/01/97 25
85036360016 O 12/01/11
0
1
1539836 070/070 F 225,000.00 ZZ
180 224,335.26 1
40 QUARTERDECK LANE 7.750 2,117.87 56
7.500 2,117.87 402,000.00
NEW CASTLE NH 03854 2 10/29/96 00
5406984 05 12/01/96 0
5406984 O 11/01/11
0
1539845 575/G01 F 679,900.00 ZZ
180 677,846.62 1
7656 BURFORD DRIVE 7.500 6,302.76 53
7.250 6,302.76 1,300,000.00
MCLEAN VA 22102 2 10/25/96 00
0430079715 05 12/01/96 0
450008874 O 11/01/11
0
1539856 070/070 F 372,000.00 ZZ
180 370,924.97 1
10051 N. 42ND STREET 8.000 3,555.03 79
7.750 3,555.03 475,000.00
PHOENIX AZ 85028 2 10/25/96 00
5444271 03 12/01/96 0
5444271 O 11/01/11
0
1539862 181/181 F 352,000.00 ZZ
180 351,037.88 1
354 DONNA LANE 8.625 3,492.12 80
8.375 3,492.12 441,828.00
BLOOMINGDALE IL 60108 1 10/16/96 00
5114951 05 12/01/96 0
5114951 O 11/01/11
0
1539963 562/G01 F 90,000.00 ZZ
180 90,000.00 1
12 LIVINGSTON AVENUE 7.875 853.61 32
7.625 853.61 285,000.00
DOBBS FERRY NY 10522 5 11/15/96 00
0430081505 05 01/01/97 0
527036 O 12/01/11
0
1540217 439/G01 F 316,000.00 ZZ
180 315,070.51 1
5981 TEMPLE DRIVE 7.800 2,983.49 80
7.550 2,983.49 395,000.00
1
PLANO TX 75093 1 10/30/96 00
0430079186 03 12/01/96 0
1853105 O 11/01/11
0
1540218 439/G01 F 50,000.00 ZZ
180 49,864.85 1
14015 S BISCAYNE RIVER DRIVE 8.750 499.73 43
8.500 499.73 117,000.00
MIAMI FL 33161 5 09/30/96 00
0430081802 05 12/01/96 0
1873063 O 11/01/11
0
1540220 439/G01 F 42,700.00 T
180 42,586.13 1
40 B STRATFORD LANE 8.900 430.56 75
8.650 430.56 57,000.00
BOYNTON BEACH FL 33436 1 10/11/96 00
0430078659 01 12/01/96 0
1875287 O 11/01/11
0
1540222 439/G01 F 70,000.00 ZZ
180 69,805.65 1
2952 LOS ALTOS WAY 8.450 687.27 65
8.200 687.27 108,000.00
ANTIOCH CA 94509 5 10/04/96 00
0430080598 05 12/01/96 0
1876453 O 11/01/11
0
1540224 439/G01 F 80,000.00 ZZ
180 80,000.00 1
1607 82ND STREET NORTHWEST 8.100 769.15 67
7.850 769.15 120,000.00
BRADENTON FL 34209 1 11/05/96 00
0430080911 05 01/01/97 0
1878038 O 12/01/11
0
1540319 025/025 F 492,000.00 ZZ
180 490,624.81 1
2012 WINTHROP WAY 8.375 4,808.94 79
8.125 4,808.94 625,000.00
TALLAHASSEE FL 32312 5 10/30/96 00
365457 03 12/01/96 0
365457 O 11/01/11
0
1
1540364 369/G01 F 325,000.00 ZZ
180 325,000.00 1
4536 NORTH ARCADIA DRIVE 7.875 3,082.47 47
7.625 3,082.47 700,000.00
PHOENIX AZ 85018 1 11/05/96 00
0430085191 05 01/01/97 0
49680168 O 12/01/11
0
1540368 367/367 F 252,193.11 ZZ
155 251,233.09 1
7904 WILLFIELD COURT 7.625 2,562.50 73
7.375 2,562.50 350,000.00
FAIRFAX STATION VA 22039 2 11/15/96 00
1180530 03 12/01/96 0
1180530 O 10/01/09
0
1540816 E87/G01 F 267,000.00 ZZ
180 267,000.00 1
650 CARLO DRIVE 7.500 2,475.12 80
7.250 2,475.12 335,000.00
GOLETA CA 93117 2 11/14/96 00
0430085019 05 01/01/97 0
70000221 O 12/01/11
0
1540834 227/G01 F 448,000.00 ZZ
180 448,000.00 1
418 PEPPERIDGE ROAD 8.000 4,281.33 69
7.750 4,281.33 650,000.00
HEWLETT HARBOR NY 11557 2 11/05/96 00
0430082636 05 01/01/97 0
1651293 O 12/01/11
0
1540940 686/G01 F 107,000.00 ZZ
180 106,704.24 1
4377 APPLE TREE DRIVE 8.500 1,053.68 71
8.250 1,053.68 152,000.00
STONE MOUNTAIN GA 30083 2 10/28/96 00
0430084566 05 12/01/96 0
817904832 O 11/01/11
0
1540941 686/686 F 275,000.00 ZZ
180 274,226.53 1
1
231 N WASHINGTON ST 8.305 2,676.70 80
7.905 2,676.70 345,000.00
PARK RIDGE IL 60068 2 10/29/96 00
817537848 05 12/01/96 0
817537848 O 11/01/11
0
1540946 686/G01 F 92,000.00 ZZ
180 92,000.00 1
614 SPRING MEADOWS DRIVE 8.000 879.20 61
7.750 879.20 153,000.00
BALLWIN MO 63011 5 11/08/96 00
0430084723 03 01/01/97 0
817716483 O 12/01/11
0
1540960 686/G01 F 374,500.00 ZZ
180 374,500.00 1
13690 WOODLAND LANE 7.800 3,535.82 70
7.550 3,535.82 535,000.00
LAKE FOREST IL 60045 5 11/05/96 00
0430084962 05 01/01/97 0
817057235 O 12/01/11
0
1540966 686/G01 F 214,000.00 ZZ
180 214,000.00 1
3818 E KACHINA DRIVE 7.800 2,020.47 68
7.550 2,020.47 315,000.00
PHOENIX AZ 85044 2 11/08/96 00
0430085084 03 01/01/97 0
817843006 O 12/01/11
0
1540967 686/G01 F 276,000.00 ZZ
180 276,000.00 1
6225 PASO LOS CERRITOS 7.600 2,574.27 75
7.350 2,574.27 368,000.00
SAN JOSE CA 95120 2 11/07/96 00
0430085118 05 01/01/97 0
817869423 O 12/01/11
0
1541027 025/025 F 471,000.00 T
180 469,683.51 1
2665 NW 63RD STREET 8.375 4,603.68 77
8.125 4,603.68 618,000.00
BOCA RATON FL 33496 2 11/04/96 00
96T0010 03 12/01/96 0
1
96T0010 O 11/01/11
0
1541102 893/G01 F 304,000.00 ZZ
180 304,000.00 1
738 PAUL AVENUE 7.875 2,883.29 70
7.625 2,883.29 440,000.00
PALO ALTO CA 94306 2 11/13/96 00
0430088005 05 01/01/97 0
1018196 O 12/01/11
0
1541106 387/387 F 243,900.00 ZZ
180 242,485.62 1
9 HEATHERWOOD 8.000 2,330.84 74
7.375 2,330.84 333,231.00
IRVINE CA 92720 1 09/01/96 00
816769 03 11/01/96 0
816769 O 10/01/11
0
1541109 387/387 F 242,500.00 ZZ
180 241,775.63 1
12145 WILDWOOD SPRINGS DRIVE 7.625 2,265.26 79
7.375 2,265.26 308,000.00
ROSWELL GA 30075 2 10/18/96 00
825190 03 12/01/96 0
825190 O 11/01/11
0
1541112 387/387 F 460,000.00 ZZ
180 458,655.88 1
32 DEER FOREST DRIVE 7.875 4,362.87 80
7.375 4,362.87 575,000.00
MONTEREY CA 93940 2 10/03/96 00
820126 03 12/01/96 0
820126 O 11/01/11
0
1541257 025/025 F 298,700.00 ZZ
180 297,846.32 1
409 CAMPUS STREET 8.125 2,876.13 90
7.875 2,876.13 331,926.00
CELEBRATION FL 32474 1 10/30/96 10
461615 03 12/01/96 30
461615 O 11/01/11
0
1
1541283 003/G01 F 292,500.00 ZZ
180 292,500.00 1
2368 BROWN ROAD 7.875 2,774.22 72
7.625 2,774.22 409,000.00
BUFORD GA 30519 2 11/15/96 00
0430088419 03 01/01/97 0
0003746054 O 12/01/11
0
1541449 074/074 F 400,000.00 T
180 391,383.42 1
4021 GULFSHORE BLVD NO#204 7.500 3,708.05 58
7.250 3,708.05 700,000.00
NAPLES FL 33940 5 04/10/96 00
1511016649 06 06/01/96 0
1511016649 O 05/01/11
0
1541458 560/560 F 228,000.00 T
180 226,706.71 1
2803 SNAKE RIVER VILLAGE 2803 8.250 2,211.93 80
8.000 2,211.93 285,000.00
KEYSTONE CO 80435 1 09/20/96 00
450531405 01 11/01/96 0
450531405 O 10/01/11
0
1541459 560/560 F 121,000.00 ZZ
180 120,350.82 1
9 MIDDLE HWY 8.875 1,218.29 71
8.625 1,218.29 171,000.00
BARRINGTON RI 02806 1 09/27/96 00
450538038 05 11/01/96 0
450538038 O 10/01/11
0
1541460 560/560 F 250,000.00 ZZ
180 248,566.16 1
25391 QUAIL SUMMIT LANE 8.125 2,407.21 52
7.875 2,407.21 490,000.00
MONTEREY CA 93940 2 09/26/96 00
450538657 05 11/01/96 0
450538657 O 10/01/11
0
1541461 560/560 F 328,000.00 ZZ
180 326,038.80 1
147 POND STREET 8.875 3,302.45 80
8.625 3,302.45 410,000.00
1
DUNSTABLE MA 01827 1 09/30/96 00
450539770 05 11/01/96 0
450539770 O 10/01/11
0
1541462 560/560 F 530,000.00 ZZ
180 526,892.51 1
19 TIMBERLINE ROAD 7.875 5,026.79 63
7.625 5,026.79 850,000.00
HO HO KUS NJ 07423 1 09/30/96 00
450540083 05 11/01/96 0
450540083 O 10/01/11
0
1541463 560/560 F 350,000.00 ZZ
180 347,925.22 1
594 DUNE RD 7.750 3,294.47 54
7.500 3,294.47 650,000.00
WEST HAMPTON BE NY 11978 1 09/30/96 00
450541222 05 11/01/96 0
450541222 O 10/01/11
0
1541464 560/560 F 351,200.00 ZZ
180 349,229.85 1
315 GEIGEL HILL ROAD 8.375 3,432.73 80
8.125 3,432.73 439,000.00
UPPER BLACK EDD PA 18972 1 09/30/96 00
450541446 05 11/01/96 0
450541446 O 10/01/11
0
1541465 560/560 F 321,000.00 ZZ
180 318,695.79 1
2660 WAYNESVILLE JAMESTOWN 8.375 3,137.54 77
ROAD 8.125 3,137.54 420,000.00
XENIA OH 45385 1 10/01/96 00
450546338 05 11/01/96 0
450546338 O 10/01/11
0
1541466 560/560 F 273,500.00 ZZ
180 272,735.53 1
12526 RIDGEGATE DRIVE 8.375 2,673.27 75
8.125 2,673.27 365,000.00
HERNDON VA 22070 1 10/09/96 00
450547435 03 12/01/96 0
450547435 O 11/01/11
0
1
1541467 560/560 F 420,000.00 ZZ
180 418,826.06 1
11804 DEL REY ROAD NE 8.375 4,105.19 48
8.125 4,105.19 893,257.00
ALBUQUERQUE NM 87122 1 10/09/96 00
450547922 05 12/01/96 0
450547922 O 11/01/11
0
1541468 560/560 F 290,000.00 ZZ
180 289,143.22 1
12238 BAYHILL DR 7.750 2,729.70 49
7.500 2,729.70 600,000.00
CARMEL IN 46032 1 10/11/96 00
450549571 05 12/01/96 0
450549571 O 11/01/11
0
1541469 560/560 F 312,000.00 ZZ
180 310,788.03 1
6502 WOODLAKE ROAD 7.875 2,959.17 75
7.625 2,959.17 420,000.00
JUPITER FL 33458 2 10/10/96 00
450550637 05 12/01/96 0
450550637 O 11/01/11
0
1541470 560/560 F 289,600.00 ZZ
180 288,744.39 1
10805 E EL RANCHO DRIVE 7.750 2,725.94 80
7.500 2,725.94 362,000.00
SCOTTSDALE AZ 85259 2 10/14/96 00
450555925 05 12/01/96 0
450555925 O 11/01/11
0
1541476 074/074 F 264,800.00 ZZ
180 264,034.76 1
4431 WEDGEWOOD STREET 8.000 2,530.57 80
7.750 2,530.57 331,000.00
JACKSON MS 39211 2 10/07/96 00
1511030796 05 12/01/96 0
1511030796 O 11/01/11
0
1541485 267/267 F 298,000.00 ZZ
180 298,000.00 1
1
1825 SIENNA CANYON DR 7.125 2,699.38 60
6.875 2,699.38 498,000.00
ENCINITAS CA 92024 1 10/28/96 00
4427254 03 01/01/97 0
4427254 O 12/01/11
0
1541674 356/G01 F 380,000.00 ZZ
180 380,000.00 1
1420 BRADDALE 7.500 3,522.65 71
7.250 3,522.65 535,780.00
LOS ALTOS CA 94024 1 11/15/96 00
0430088708 05 01/01/97 0
2385748 O 12/01/11
0
1541766 698/G01 F 292,500.00 ZZ
180 292,500.00 1
4615 DORCHESTER LANE 7.875 2,774.22 70
7.625 2,774.22 420,000.00
GRANITE BAY CA 95746 2 11/18/96 00
0430089672 05 01/01/97 0
6405189 O 12/01/11
0
1541962 559/G01 F 265,000.00 ZZ
180 265,000.00 1
287 LAKESHORE DRIVE 7.625 2,475.45 70
7.375 2,475.45 382,000.00
SAN FRANCISCO CA 94132 1 11/12/96 00
0430089573 05 01/01/97 0
5403142 O 12/01/11
0
1542553 601/G01 F 275,000.00 ZZ
180 275,000.00 1
2415 LEE WAY 7.500 2,549.28 79
7.250 2,549.28 348,800.00
BELLINGHAM WA 98226 2 11/07/96 00
0430087114 05 01/01/97 0
1110017 O 12/01/11
0
1542558 601/G01 F 236,000.00 ZZ
180 236,000.00 1
14501 183 AVENUE NE 7.500 2,187.75 80
7.250 2,187.75 295,000.00
WOODINVILLE WA 98072 1 11/20/96 00
0430087304 03 01/01/97 0
1
889303 O 12/01/11
0
1542572 369/G01 F 228,000.00 ZZ
180 228,000.00 1
9185 DAYLOR WAY 7.500 2,113.59 80
7.250 2,113.59 285,000.00
ELK GROVE CA 95758 1 11/07/96 00
0430090779 03 01/01/97 0
49618960 O 12/01/11
0
1542579 181/181 F 337,500.00 ZZ
180 337,500.00 1
5125 AVENIDA DE AMOR 7.750 3,176.81 75
7.500 3,176.81 450,000.00
YORBA LINDA CA 92806 5 11/07/96 00
5394732 05 01/01/97 0
5394732 O 12/01/11
0
1542597 638/G01 F 79,500.00 ZZ
180 79,500.00 1
3402 WEST 5735 SOUTH 8.375 777.05 62
8.125 777.05 129,500.00
SALT LAKE CITY UT 84118 1 11/13/96 00
0430090639 05 01/01/97 0
08608702 O 12/01/11
0
1542804 181/181 F 275,000.00 ZZ
180 275,000.00 1
3 ESSEX COURT 8.000 2,628.04 68
7.750 2,628.04 405,000.00
HAWTHORN WOODS IL 60047 5 11/07/96 00
5385482 05 01/01/97 0
5385482 O 12/01/11
0
1542850 E22/G01 F 94,900.00 ZZ
180 94,900.00 1
1011 WESTERN HILLS DR W 7.875 900.08 74
7.625 900.08 129,900.00
SHERMAN TX 75092 1 11/14/96 00
0410307136 05 01/01/97 0
410307136 O 12/01/11
0
1
1543007 E22/G01 F 229,600.00 ZZ
180 229,600.00 1
1918 NORTH WILSON AVENUE 8.375 2,244.17 80
8.125 2,244.17 287,000.00
UPLAND CA 91786 2 11/11/96 00
0410289649 05 01/01/97 0
410289649 O 12/01/11
0
1543143 163/163 F 234,160.00 T
180 217,192.62 1
5 MUDDY BROOK CIRCLE 7.875 2,220.89 79
7.625 2,220.89 300,000.00
GREAT BARRINGTO MA 01230 2 10/30/95 00
37180389 05 12/01/95 0
37180389 O 11/01/10
0
1543656 E22/G01 F 335,000.00 ZZ
180 335,000.00 1
1950 EDGEWATER PLACE 7.875 3,177.31 67
7.625 3,177.31 505,000.00
VICTORIA MN 55386 1 11/22/96 00
0410307433 05 01/01/97 0
410307433 O 12/01/11
0
1543959 181/181 F 753,600.00 ZZ
180 753,600.00 1
4923 LYFORD CAY ROAD 7.750 7,093.45 58
7.500 7,093.45 1,300,000.00
TAMPA FL 33629 2 11/22/96 00
5377005 03 01/01/97 0
5377005 O 12/01/11
0
TOTAL NUMBER OF LOANS : 499
TOTAL ORIGINAL BALANCE : 136,034,255.80
TOTAL PRINCIPAL BALANCE : 134,853,388.67
TOTAL ORIGINAL P+I : 1,310,741.85
TOTAL CURRENT P+I : 1,310,741.85
***************************
* END OF REPORT *
***************************
RUN ON : 12/20/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.15.16 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S24 CUTOFF : 12/01/96
POOL : 0004233
:
:
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
----------------------------------------------------------------------------
1461986 .2500
112,040.70 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1488422 .2500
420,524.05 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1498919 .2500
295,494.47 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1502435 .2500
246,951.44 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1512156 .2500
515,635.28 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1513719 .2500
118,299.38 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1
1515214 .2500
76,711.78 .0800
8.7500 .0000
8.5000 .0000
8.4200 1.1700
7.2500 .0000
1517981 .2500
140,518.15 .0800
9.1250 .0000
8.8750 .0000
8.7950 1.5450
7.2500 .0000
1518512 .2500
396,584.95 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1518921 .2500
336,413.09 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1519218 .2500
498,555.07 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1520273 .2500
232,453.39 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1521051 .2500
648,100.71 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1521119 .2500
937,443.49 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
7.2500 .0000
1
1521946 .2500
271,398.68 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1522840 .2500
278,463.84 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1523001 .2500
200,808.90 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1523855 .2500
393,858.50 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1524306 .2500
35,029.36 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1524350 .2500
408,775.28 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1524706 .2500
226,394.05 .0300
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298,221.62 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1537740 .2500
239,336.62 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1537781 .2500
245,489.33 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1
1537787 .2500
238,523.92 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1537818 .2500
297,900.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1537854 .2500
297,494.68 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1537856 .2500
344,059.05 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1537859 .2500
268,434.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1537862 .2500
246,897.44 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1537866 .2500
286,614.06 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1537867 .2500
292,083.76 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.4200 .0000
1
1537871 .2500
228,468.18 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1537879 .2500
227,314.62 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1537882 .2500
377,827.35 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1537885 .2500
227,825.45 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1538004 .2500
129,648.64 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1538018 .2500
225,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1538112 .2500
32,705.21 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1538186 .2500
39,890.67 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1
1538210 .2500
75,700.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1538231 .2500
263,300.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1538524 .2500
32,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1538589 .2500
77,772.09 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1538706 .2500
259,211.73 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1538707 .2500
500,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1538842 .2500
299,152.07 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1538843 .2500
179,496.88 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1
1538844 .2500
327,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1538845 .2500
289,161.93 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1538877 .2500
122,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.0950
7.2500 .0000
1539322 .2500
408,775.27 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1539323 .2500
102,879.23 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1539324 .2500
473,687.06 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539325 .2500
40,742.32 .0800
9.5000 .0000
9.2500 .0000
9.1700 1.9200
7.2500 .0000
1539326 .2500
478,673.25 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1
1539327 .2500
251,928.57 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1539329 .2500
299,161.47 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1539330 .2500
262,535.41 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539331 .2500
497,226.15 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539333 .2500
51,711.53 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539336 .2500
262,502.51 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1539337 .2500
259,469.70 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1539338 .2500
223,014.72 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1
1539339 .2500
246,064.75 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1539340 .2500
248,581.94 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1539341 .2500
295,829.77 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1539343 .2500
398,856.80 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1539347 .2500
287,469.03 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1539348 .2500
251,295.64 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1539349 .2500
255,600.95 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1539350 .2500
347,077.82 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1
1539352 .2500
62,661.99 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
7.2500 .0000
1539354 .2500
39,896.65 .0800
9.2500 .0000
9.0000 .0000
8.9200 1.6700
7.2500 .0000
1539355 .2500
293,525.54 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1539356 .2500
414,648.25 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1539357 .2500
913,765.45 .0800
8.7500 .0000
8.5000 .0000
8.4200 1.1700
7.2500 .0000
1539358 .2500
65,236.07 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539359 .2500
167,803.35 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1539360 .2500
686,366.99 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1
1539361 .2500
49,740.64 .0800
9.2500 .0000
9.0000 .0000
8.9200 1.6700
7.2500 .0000
1539362 .2500
994,452.28 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539363 .2500
185,024.26 .0800
9.1250 .0000
8.8750 .0000
8.7950 1.5450
7.2500 .0000
1539364 .2500
163,656.29 .0800
9.3750 .0000
9.1250 .0000
9.0450 1.7950
7.2500 .0000
1539365 .2500
76,363.24 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1539366 .2500
54,623.32 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
7.2500 .0000
1539367 .2500
286,437.48 .0800
8.7500 .0000
8.5000 .0000
8.4200 1.1700
7.2500 .0000
1539368 .2500
99,062.18 .0800
9.2500 .0000
9.0000 .0000
8.9200 1.6700
7.2500 .0000
1
1539372 .2500
228,680.87 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1539373 .2500
78,183.29 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539375 .2500
99,711.01 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1539376 .2500
231,252.63 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
7.2500 .0000
1539377 .2500
129,286.78 .0800
8.6250 .0000
8.3750 .0000
8.2950 1.0450
7.2500 .0000
1539379 .2500
275,184.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1539380 .2500
382,593.66 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1539381 .2500
248,830.52 .0800
8.2500 .0000
8.0000 .0000
7.9200 .6700
7.2500 .0000
1
1539382 .2500
59,180.77 .0800
8.8750 .0000
8.6250 .0000
8.5450 1.2950
7.2500 .0000
1539383 .2500
119,668.31 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539384 .2500
303,307.95 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539385 .2500
236,694.26 .0800
8.6250 .0000
8.3750 .0000
8.2950 1.0450
7.2500 .0000
1539388 .2500
244,635.26 .0800
8.5000 .0000
8.2500 .0000
8.1700 .9200
7.2500 .0000
1539389 .2500
312,583.94 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1539391 .2500
298,221.62 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1539468 .2500
49,855.50 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1
1539551 .2500
143,877.07 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1539560 .2500
882,442.48 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1539768 .2500
248,850.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1539836 .2500
224,335.26 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1539845 .2500
677,846.62 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1539856 .2500
370,924.97 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1539862 .2500
351,037.88 .0800
8.6250 .0000
8.3750 .0000
8.2950 1.0450
7.2500 .0000
1539963 .2500
90,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1
1540217 .2500
315,070.51 .0300
7.8000 .0000
7.5500 .0000
7.5200 .2700
7.2500 .0000
1540218 .2500
49,864.85 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.2200
7.2500 .0000
1540220 .2500
42,586.13 .0300
8.9000 .0000
8.6500 .0000
8.6200 1.3700
7.2500 .0000
1540222 .2500
69,805.65 .0300
8.4500 .0000
8.2000 .0000
8.1700 .9200
7.2500 .0000
1540224 .2500
80,000.00 .0300
8.1000 .0000
7.8500 .0000
7.8200 .5700
7.2500 .0000
1540319 .2500
490,624.81 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1540364 .2500
325,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1540368 .2500
251,233.09 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1
1540816 .2500
267,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1540834 .2500
448,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1540940 .2500
106,704.24 .0300
8.5000 .0000
8.2500 .0000
8.2200 .9700
7.2500 .0000
1540941 .4000
274,226.53 .0800
8.3050 .0000
7.9050 .0000
7.8250 .5750
7.2500 .0000
1540946 .2500
92,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .4700
7.2500 .0000
1540960 .2500
374,500.00 .0300
7.8000 .0000
7.5500 .0000
7.5200 .2700
7.2500 .0000
1540966 .2500
214,000.00 .0300
7.8000 .0000
7.5500 .0000
7.5200 .2700
7.2500 .0000
1540967 .2500
276,000.00 .0300
7.6000 .0000
7.3500 .0000
7.3200 .0700
7.2500 .0000
1
1541027 .2500
469,683.51 .0800
8.3750 .0000
8.1250 .0000
8.0450 .7950
7.2500 .0000
1541102 .2500
304,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1541106 .6250
242,485.62 .0800
8.0000 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1541109 .2500
241,775.63 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1541112 .5000
458,655.88 .0800
7.8750 .0000
7.3750 .0000
7.2950 .0450
7.2500 .0000
1541257 .2500
297,846.32 .0800
8.1250 .0000
7.8750 .0000
7.7950 .5450
7.2500 .0000
1541283 .2500
292,500.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1541449 .2500
391,383.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1
1541458 .2500
226,706.71 .0300
8.2500 .0000
8.0000 .0000
7.9700 .7200
7.2500 .0000
1541459 .2500
120,350.82 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.3450
7.2500 .0000
1541460 .2500
248,566.16 .0300
8.1250 .0000
7.8750 .0000
7.8450 .5950
7.2500 .0000
1541461 .2500
326,038.80 .0300
8.8750 .0000
8.6250 .0000
8.5950 1.3450
7.2500 .0000
1541462 .2500
526,892.51 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1541463 .2500
347,925.22 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1541464 .2500
349,229.85 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1541465 .2500
318,695.79 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1
1541466 .2500
272,735.53 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1541467 .2500
418,826.06 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1541468 .2500
289,143.22 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1541469 .2500
310,788.03 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1541470 .2500
288,744.39 .0300
7.7500 .0000
7.5000 .0000
7.4700 .2200
7.2500 .0000
1541476 .2500
264,034.76 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1541485 .2500
298,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1541674 .2500
380,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1
1541766 .2500
292,500.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1541962 .2500
265,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0950
7.2500 .0000
1542553 .2500
275,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1542558 .2500
236,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1542572 .2500
228,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1542579 .2500
337,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
1542597 .2500
79,500.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1542804 .2500
275,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .4200
7.2500 .0000
1
1542850 .2500
94,900.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1543007 .2500
229,600.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .8450
7.2500 .0000
1543143 .2500
217,192.62 .0800
7.8750 .0000
7.6250 .0000
7.5450 .2950
7.2500 .0000
1543656 .2500
335,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .3450
7.2500 .0000
1543959 .2500
753,600.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .1700
7.2500 .0000
TOTAL NUMBER OF LOANS: 499
TOTAL BALANCE........: 134,853,388.67
RUN ON : 12/20/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.15.16 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S24 FIXED SUMMARY REPORT CUTOFF : 12/01/96
POOL : 0004233
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-----------------------------------------------------------------------------
CURR NOTE RATE 8.0799 6.7500 9.5000
RFC NET RATE 7.8280 6.5000 9.2500
NET MTG RATE(INVSTR RATE) 7.7728 6.4200 9.1700
POST STRIP RATE 7.2313 6.4200 7.2500
SUB SERV FEE .2518 .2500 .6250
MSTR SERV FEE .0552 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .5415 .0000 1.9200
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 499
TOTAL BALANCE........: 134,853,388.67
***************************
* END OF REPORT *
***************************
<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.
G-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.
G-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 with, applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<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-S24,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class R Certificates to disqualified organizations under
the Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on
<PAGE>
such residual interest, unless no significant purpose of the transfer was to
impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
[5. The Purchaser is not an employee benefit plan or other
plan subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.]
6. That the Owner is aware that the Trustee will not register
the transfer of any Class R Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is
- --------------.
10. This affidavit and agreement relates only to the
Class R Certificates held by the Owner and not to any other
holder of the Class R Certificates. The Owner understands that
I-1-2
<PAGE>
the liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the transfer of
any of the Class R Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
12. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
R Certificate that the Owner intends to pay taxes associated with holding such
Class R Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificate.
13. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R Certificates remain outstanding.
14. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
I-1-3
<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__.
I-1-4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
Re: Mortgage Pass-Through Certificates,
Series 1996-S24, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1996-S24, Class R (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
Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer
of the Certificate by the Seller to the Purchaser is or will be
to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
<PAGE>
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
RE: Mortgage Pass-Through Certificates,
Series 1996-S24, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1996-S24, 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
Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under
the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Company is not required to so
register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the Certificates for its
own account for investment only and not with a view to or for
sale in connection with any distribution thereof in any manner
that would violate the Act or any applicable state securities
laws.
<PAGE>
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company
did not participate in or facilitate in any way the purchase
of the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and
not to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or any other similar security from any person in any manner,
(c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
J-2
<PAGE>
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of
(a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing
Agreement.
[6. The Purchaser
(a) is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of any
Plan; or
(b) is an insurance company, the source of
funds to be used by it to purchase the Certificates is an
"insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance
upon the availability of the exemptive relief afforded under
Section III of PTCE 95-60.]
Very truly yours,
By:
Name:
Title:
J-3
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
Re: Mortgage Pass-Through Certificates,
Series 1996-S24, 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-S24, 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 Bankers Trust Company, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act in any manner set forth in the foregoing
<PAGE>
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:
K-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
Bankers Trust Company, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
<PAGE>
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
a. is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds
to be used by it to purchase the Certificates is an
"insurance company general account" (within the meaning of
L-2
<PAGE>
Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE
95-60.]
4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts
or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
----
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
----------------------------------
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<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
L-5
<PAGE>
Buyer, (ii) securities that are part of an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
L-6
<PAGE>
purchase of Rule 144A Securities will constitute a reaffirmation of this
certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-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
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participations, (iv) repurchase agreements, (v) securities owned but subject to
a repurchase agreement and (vi) currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that
each of the parties to which this certification is made are relying and will
continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
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EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
<PAGE>
(c) Demands for payments pursuant to this Section shall be
made prior to the later of the third Business Day prior to each Distribution
Date or the related Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections (a) and
(b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such
payments as described below in subsection (d) and (Y) the then outstanding
Certificate Principal Balances of the Class B Certificates, or such lower amount
as may be established pursuant to Section 12.02. Residential Funding's
obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall
M-2
<PAGE>
be made unless (A) the substitute Limited Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then current Amount
Available and contains provisions that are in all material respects equivalent
to the original Limited Guaranty or Subordinate Certificate Loss Obligation
(including that no portion of the fees, reimbursements or other obligations
under any such instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited Guaranty or
Subordinate Certificate Loss Obligation (if not supported by the Limited
Guaranty) shall be rated at least the lesser of (a) the rating of the long term
debt obligations of General Motors Acceptance Corporation as of the date of
issuance of the Limited Guaranty and (b) the rating of the long term debt
obligations of General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation from each
nationally recognized credit rating agency that rated the Class B Certificates
at the request of the Company that such substitution shall not lower the rating
on the Class B Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b) the original
rating assigned to the Class B Certificates by such rating agency. Any
replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation
pursuant to this Section shall be accompanied by a written Opinion of Counsel to
the substitute guarantor or obligor, addressed to the Master Servicer and the
Trustee, that such substitute instrument constitutes a legal, valid and binding
obligation of the substitute guarantor or obligor, enforceable in accordance
with its terms, and concerning such other matters as the Master Servicer and the
Trustee shall reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the Limited Guaranty
or Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by
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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.
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EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S24
, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
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 Bankers Trust Company (the "Trustee") as amended by
Amendment No. ___ thereto, dated as of ________, with respect to the Mortgage
Pass-Through Certificates, Series 1996-S24 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and
deposit in the Certificate Account on behalf of Residential Funding (or
otherwise provide to Residential Funding, or to cause to be made available to
Residential Funding), either directly or through a subsidiary, in any case prior
to the related Distribution Date, such moneys as may be required by Residential
Funding to perform its Subordinate Certificate Loss Obligation when and as the
same arises from time to time upon the demand of
<PAGE>
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.
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7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
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EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF
MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S24
Re: Mortgage Pass-Through Certificates, Series
1996-S24 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
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
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EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1537867 292,083.76 6.42 0.114482758621 33,438.55
1512156 515,635.28 6.67 0.08 41,250.82
1534778 488,797.42 6.795 0.06275862069 30,676.25
1541485 298,000.00 6.795 0.06275862069 18,702.07
1532838 305,792.63 6.845 0.055862068966 17,082.21
1535625 604,234.90 6.92 0.045517241379 27,503.11
1536549 990,683.05 6.92 0.045517241379 45,093.16
1532259 222,903.67 6.97 0.038620689655 8,608.69
1534479 244,841.84 6.97 0.038620689655 9,455.96
1534770 246,918.34 7.045 0.028275862069 6,981.83
1535627 273,163.39 7.045 0.028275862069 7,723.93
1530398 230,976.42 7.095 0.021379310345 4,938.12
1532591 469,165.52 7.095 0.021379310345 10,030.44
1534803 593,983.65 7.095 0.021379310345 12,698.96
1534804 169,422.01 7.095 0.021379310345 3,622.13
1534870 201,277.63 7.095 0.021379310345 4,303.18
1498919 295,494.47 7.17 0.011034482759 3,260.63
1502435 246,951.44 7.17 0.011034482759 2,724.98
1532645 309,155.45 7.17 0.011034482759 3,411.37
1534779 261,097.64 7.17 0.011034482759 2,881.08
1535622 371,533.66 7.17 0.011034482759 4,099.68
1535624 247,720.69 7.17 0.011034482759 2,733.47
1535632 232,296.31 7.17 0.011034482759 2,563.27
1535898 978,458.61 7.17 0.011034482759 10,796.78
1535923 508,798.50 7.17 0.011034482759 5,614.33
1536531 270,181.55 7.17 0.011034482759 2,981.31
1536571 217,492.74 7.17 0.011034482759 2,399.92
1537619 258,424.61 7.17 0.011034482759 2,851.58
1541449 391,383.42 7.17 0.011034482759 4,318.71
1530974 264,199.66 7.22 0.004137931034 1,093.24
1532298 228,606.40 7.22 0.004137931034 945.96
1534843 292,907.55 7.22 0.004137931034 1,212.03
1536486 448,640.94 7.22 0.004137931034 1,856.45
1537408 302,343.69 7.22 0.004137931034 1,251.08
1539768 248,850.00 7.22 0.004137931034 1,029.72
1539845 677,846.62 7.22 0.004137931034 2,804.88
1540816 267,000.00 7.22 0.004137931034 1,104.83
1541674 380,000.00 7.22 0.004137931034 1,572.41
1542553 275,000.00 7.22 0.004137931034 1,137.93
1542558 236,000.00 7.22 0.004137931034 976.55
1542572 228,000.00 7.22 0.004137931034 943.45
$14,586,263.46 0.023904343511 $348,675.05
P-1
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