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) September 28,
1995
RESIDENTIAL ASSET SECURITIES CORPORATION (as seller under a
Pooling and Servicing Agreement dated as of September 1, 1995
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1995-KS3)
Residential Asset Securities Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 33-56893 51-0362653
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification
No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is
(612)832-7000
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of
September 1,1995 among Residential Asset Securities Corporation
as seller,Residential Funding Corporation, as master servicer,
and The First National Bank of Chicago, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
RESIDENTIAL ASSET SECURITIES
CORPORATION
By:
Name: William E. Waldulsky
Title: Vice President
Dated: September 28, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
RESIDENTIAL ASSET SECURITIES
CORPORATION
By: /s/ William E. Waldulsky
Name: William E. Waldulsky
Title: Vice President
Dated: September 28, 1995
RESIDENTIAL ASSET SECURITIES CORPORATION,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1995
Mortgage Pass-Through Certificates
Series 1995-KS3
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . 3
Accrued Certificate Interest . . . . . . . 3
Adjusted Mortgage Rate . . . . . . . . . . 3
Adjustment Date. . . . . . . . . . . . . . 4
Advance. . . . . . . . . . . . . . . . . . 4
Affiliate. . . . . . . . . . . . . . . . . 4
Agreement. . . . . . . . . . . . . . . . . 4
Amount Held for Future Distribution. . . . 4
Appraised Value. . . . . . . . . . . . . . 4
Assignment . . . . . . . . . . . . . . . . 4
Assignment Agreement . . . . . . . . . . . 5
Balloon Loan . . . . . . . . . . . . . . . 5
Balloon Payment. . . . . . . . . . . . . . 5
Bankruptcy Amount. . . . . . . . . . . . . 5
Bankruptcy Code. . . . . . . . . . . . . . 5
Bankruptcy Loss. . . . . . . . . . . . . . 5
Book-Entry Certificate . . . . . . . . . . 5
Business Day . . . . . . . . . . . . . . . 5
Cash Liquidation . . . . . . . . . . . . . 6
Certificate. . . . . . . . . . . . . . . . 6
Certificate Account. . . . . . . . . . . . 6
Certificate Account Deposit Date . . . . . 6
Certificateholder or Holder. . . . . . . . 6
Certificate Insurer. . . . . . . . . . . . 6
Certificate Insurer Premium. . . . . . . . 6
Certificate Insurer Premium Rate . . . . . 7
Certificate Owner. . . . . . . . . . . . . 7
Certificate Principal Balance. . . . . . . 7
Certificate Register and Certificate
Registrar. . . . . . . . . . . . . . 7
Class. . . . . . . . . . . . . . . . . . . 7
Class A Certificate. . . . . . . . . . . . 7
Class A-I Certificate. . . . . . . . . . . 7
Class A-II Certificate . . . . . . . . . . 7
Class B Certificate. . . . . . . . . . . . 8
Class B Percentage . . . . . . . . . . . . 8
Class B-1 Certificate. . . . . . . . . . . 8
Class B-1 Percentage . . . . . . . . . . . 8
Class B-2 Certificate. . . . . . . . . . . 8
Class B-2 Percentage . . . . . . . . . . . 8
Class B-3 Certificate. . . . . . . . . . . 8
Class B-3 Percentage . . . . . . . . . . . 8
Class B-I Certificate. . . . . . . . . . . 8
Class B-II Certificate . . . . . . . . . . 8
Class R Certificate. . . . . . . . . . . . 8
Closing Date . . . . . . . . . . . . . . . 9
Code . . . . . . . . . . . . . . . . . . . 9
Compensating Interest. . . . . . . . . . . 9
Conditional Refinancing Option . . . . . . 9
Corporate Trust Office . . . . . . . . . . 9
Cumulative Insurance Payments. . . . . . . 9
Curtailment. . . . . . . . . . . . . . . . 9
Custodial Account. . . . . . . . . . . . . 10
Custodial Agreement. . . . . . . . . . . . 10
Custodian. . . . . . . . . . . . . . . . . 10
Cut-off Date . . . . . . . . . . . . . . . 10
Cut-off Date Principal Balance . . . . . . 10
Debt Service Reduction . . . . . . . . . . 10
Deficiency Amount. . . . . . . . . . . . . 10
Deficient Valuation. . . . . . . . . . . . 10
Definitive Certificate . . . . . . . . . . 10
Deleted Mortgage Loan. . . . . . . . . . . 11
Depository . . . . . . . . . . . . . . . . 11
Depository Participant . . . . . . . . . . 11
Destroyed Mortgage Note. . . . . . . . . . 11
Determination Date . . . . . . . . . . . . 11
Disqualified Organization. . . . . . . . . 11
Distribution Date. . . . . . . . . . . . . 11
Due Date . . . . . . . . . . . . . . . . . 11
Due Period . . . . . . . . . . . . . . . . 12
Eligible Account . . . . . . . . . . . . . 12
Event of Default . . . . . . . . . . . . . 12
Excess Bankruptcy Loss . . . . . . . . . . 12
Excess Fraud Loss. . . . . . . . . . . . . 12
Excess Special Hazard Loss . . . . . . . . 12
Excess Spread. . . . . . . . . . . . . . . 12
Extraordinary Events . . . . . . . . . . . 12
Extraordinary Losses . . . . . . . . . . . 13
FDIC . . . . . . . . . . . . . . . . . . . 13
FHLMC. . . . . . . . . . . . . . . . . . . 13
Final Distribution Date. . . . . . . . . . 13
FNMA . . . . . . . . . . . . . . . . . . . 13
Foreclosure Profits. . . . . . . . . . . . 13
Fraud Loss Amount. . . . . . . . . . . . . 14
Fraud Losses . . . . . . . . . . . . . . . 14
Gross Margin . . . . . . . . . . . . . . . 14
Group Available Distribution Amount. . . . 14
Group I Interest . . . . . . . . . . . . . 15
Group I Loan . . . . . . . . . . . . . . . 15
Group II Interest. . . . . . . . . . . . . 15
Group II Loan. . . . . . . . . . . . . . . 15
Independent. . . . . . . . . . . . . . . . 15
Index. . . . . . . . . . . . . . . . . . . 15
Initial Certificate Principal Balance. . . 16
Insurance Account. . . . . . . . . . . . . 16
Insurance Agreement. . . . . . . . . . . . 16
Insurance Proceeds . . . . . . . . . . . . 16
Insured Payment. . . . . . . . . . . . . . 16
Insurer Default. . . . . . . . . . . . . . 16
Insurer. . . . . . . . . . . . . . . . . . 16
Late Collections . . . . . . . . . . . . . 16
Late Payment Rate. . . . . . . . . . . . . 17
Liquidation Proceeds . . . . . . . . . . . 17
Loan Group . . . . . . . . . . . . . . . . 17
Loan Group I . . . . . . . . . . . . . . . 17
Loan Group II. . . . . . . . . . . . . . . 17
Loan-to-Value Ratio. . . . . . . . . . . . 17
Maturity Date. . . . . . . . . . . . . . . 17
Maximum Interest Rate. . . . . . . . . . . 17
Monthly Payment. . . . . . . . . . . . . . 17
Moody's. . . . . . . . . . . . . . . . . . 18
Mortgage . . . . . . . . . . . . . . . . . 18
Mortgage File. . . . . . . . . . . . . . . 18
Mortgage Loan Schedule . . . . . . . . . . 18
Mortgage Loans . . . . . . . . . . . . . . 19
Mortgage Note. . . . . . . . . . . . . . . 19
Mortgage Rate. . . . . . . . . . . . . . . 19
Mortgaged Property . . . . . . . . . . . . 19
Mortgagor. . . . . . . . . . . . . . . . . 19
Net Mortgage Rate. . . . . . . . . . . . . 19
Non-Primary Residence Loans. . . . . . . . 19
Non-United States Person . . . . . . . . . 19
Nonrecoverable Advance . . . . . . . . . . 20
Nonsubserviced Mortgage Loan . . . . . . . 20
Notional Amount. . . . . . . . . . . . . . 20
Officers' Certificate. . . . . . . . . . . 20
Opinion of Counsel . . . . . . . . . . . . 20
Original Senior Percentage . . . . . . . . 20
Outstanding Mortgage Loan. . . . . . . . . 20
Ownership Interest . . . . . . . . . . . . 20
Pass-Through Rate. . . . . . . . . . . . . 21
Paying Agent . . . . . . . . . . . . . . . 21
Percentage Interest. . . . . . . . . . . . 21
Permitted Investments. . . . . . . . . . . 21
Permitted Transferee . . . . . . . . . . . 22
Person . . . . . . . . . . . . . . . . . . 23
Policy . . . . . . . . . . . . . . . . . . 23
Pool Stated Principal Balance. . . . . . . 23
Prepayment Assumption. . . . . . . . . . . 23
Prepayment Distribution Percentage . . . . 23
Prepayment Interest Shortfall. . . . . . . 23
Prepayment Period. . . . . . . . . . . . . 23
Primary Insurance Policy . . . . . . . . . 23
Principal Prepayment . . . . . . . . . . . 23
Principal Prepayment in Full . . . . . . . 24
Program Guide. . . . . . . . . . . . . . . 24
Purchase Price . . . . . . . . . . . . . . 24
Qualified Substitute Mortgage Loan . . . . 24
Rating Agency. . . . . . . . . . . . . . . 25
Realized Loss. . . . . . . . . . . . . . . 25
Record Date. . . . . . . . . . . . . . . . 25
Regular Certificate. . . . . . . . . . . . 25
REMIC. . . . . . . . . . . . . . . . . . . 25
REMIC Provisions . . . . . . . . . . . . . 25
REO Acquisition. . . . . . . . . . . . . . 26
REO Disposition. . . . . . . . . . . . . . 26
REO Imputed Interest . . . . . . . . . . . 26
REO Proceeds . . . . . . . . . . . . . . . 26
REO Property . . . . . . . . . . . . . . . 26
Request for Release. . . . . . . . . . . . 26
Required Insurance Policy. . . . . . . . . 26
Residential Funding. . . . . . . . . . . . 26
Responsible Officer. . . . . . . . . . . . 26
Seller . . . . . . . . . . . . . . . . . . 26
Seller's Agreement . . . . . . . . . . . . 26
Senior Accelerated Distribution
Percentage . . . . . . . . . . . . . 27
Senior Certificate . . . . . . . . . . . . 27
Senior Percentage. . . . . . . . . . . . . 28
Senior Principal Distribution Amount . . . 28
Servicing Accounts . . . . . . . . . . . . 28
Servicing Advances . . . . . . . . . . . . 28
Servicing Fee. . . . . . . . . . . . . . . 28
Servicing Officer. . . . . . . . . . . . . 28
Special Hazard Amount. . . . . . . . . . . 28
Special Hazard Loss. . . . . . . . . . . . 29
Spread Rate. . . . . . . . . . . . . . . . 29
Standard & Poor's. . . . . . . . . . . . . 29
Stated Principal Balance . . . . . . . . . 29
Step Loan. . . . . . . . . . . . . . . . . 30
Subordinate Principal Distribution
Amount . . . . . . . . . . . . . . . 30
Subserviced Mortgage Loan. . . . . . . . . 30
Subservicer. . . . . . . . . . . . . . . . 30
Subservicer Advance. . . . . . . . . . . . 30
Subservicing Account . . . . . . . . . . . 30
Subservicing Agreement . . . . . . . . . . 30
Subservicing Fee . . . . . . . . . . . . . 31
Tax Returns. . . . . . . . . . . . . . . . 31
Transfer . . . . . . . . . . . . . . . . . 31
Transferee . . . . . . . . . . . . . . . . 31
Transferor . . . . . . . . . . . . . . . . 31
Trust Fund . . . . . . . . . . . . . . . . 31
Uncertificated Accrued Interest. . . . . . 31
Uncertificated REMIC Regular Interests . . 32
Underwriter. . . . . . . . . . . . . . . . 32
Uninsured Cause. . . . . . . . . . . . . . 32
United States Person . . . . . . . . . . . 32
Voting Rights. . . . . . . . . . . . . . . 32
X-Option Loan. . . . . . . . . . . . . . . 32
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . 33
Section 2.02. Acceptance by Trustee. . . . . . 36
Section 2.03. Representations, Warranties and
Covenants of the Master
Servicer and the Company . . . . 37
Section 2.04. Representations and Warranties
of Sellers . . . . . . . . . . . 39
Section 2.05. Execution and Authentication of
Certificates . . . . . . . . . . 41
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as
Servicer . . . . . . . . . . . . 42
Section 3.02. Subservicing Agreements Between
Master Servicer and
Subservicers; Enforcement of
Subservicers' and Sellers'
Obligations. . . . . . . . . . . 43
Section 3.03. Successor Subservicers . . . . . 44
Section 3.04. Liability of the Master
Servicer . . . . . . . . . . . . 44
Section 3.05. No Contractual Relationship
Between Subservicer and Trustee
or Certificateholders. . . . . . 45
Section 3.06. Assumption or Termination of
Subservicing Agreements by
Trustee. . . . . . . . . . . . . 45
Section 3.07. Collection of Certain Mortgage
Loan Payments; Deposits to
Custodial Account. . . . . . . . 45
Section 3.08. Subservicing Accounts;
Servicing Accounts . . . . . . . 48
Section 3.09. Access to Certain Documentation
and Information Regarding the
Mortgage Loans . . . . . . . . . 49
Section 3.10. Permitted Withdrawals from the
Custodial Account. . . . . . . . 49
Section 3.11. Maintenance of the Primary
Insurance Policies; Collections
Thereunder . . . . . . . . . . . 51
Section 3.12. Maintenance of Fire Insurance
and Omissions and Fidelity
Coverage . . . . . . . . . . . . 52
Section 3.13. Enforcement of Due-on-Sale
Clauses; Assumption and
Modification Agreements;
Certain Assignments. . . . . . . 53
Section 3.14. Realization Upon Defaulted
Mortgage Loans . . . . . . . . . 56
Section 3.15. Trustee to Cooperate; Release
of Mortgage Files. . . . . . . . 58
Section 3.16. Servicing and Other
Compensation; Compensating
Interest . . . . . . . . . . . . 59
Section 3.17. Reports to the Trustee and the
Company. . . . . . . . . . . . . 60
Section 3.18. Annual Statement as to
Compliance . . . . . . . . . . . 60
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . 61
Section 3.20. Rights of the Company in
Respect of the Master
Servicer . . . . . . . . . . . . 61
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . 62
Section 4.02. Distributions. . . . . . . . . . 62
Section 4.03. Statements to
Certificateholders . . . . . . . 69
Section 4.04. Distribution of Reports to the
Trustee and the Company;
Advances by the Master
Servicer . . . . . . . . . . . . 71
Section 4.05. Allocation of Realized Losses. . 73
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged
Property . . . . . . . . . . . . 74
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans . . . . . . . . . 74
Section 4.08. The Policy . . . . . . . . . . . 75
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . 77
Section 5.02. Registration of Transfer and
Exchange of Certificates . . . . 78
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates. . . . . . . 83
Section 5.04. Persons Deemed Owners. . . . . . 83
Section 5.05. Appointment of Paying Agent. . . 84
Section 5.06. Optional Purchase of
Certificates . . . . . . . . . . 84
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master
Servicer . . . . . . . . . . . . 86
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and
Delegation of Duties by Master
Servicer . . . . . . . . . . . . 86
Section 6.03. Limitation on Liability of the
Company, the Master Servicer
and Others . . . . . . . . . . . 87
Section 6.04. Company and Master Servicer Not
to Resign. . . . . . . . . . . . 88
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . 89
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . . 91
Section 7.03. Notification to
Certificateholders . . . . . . . 92
Section 7.04. Waiver of Events of Default. . . 92
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . 93
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . . . 95
Section 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans. . . . . . . . . . . . . . 96
Section 8.04. Trustee May Own Certificates . . 96
Section 8.05. Master Servicer to Pay
Trustee's Fees and Expenses;
Indemnification. . . . . . . . . 96
Section 8.06. Eligibility Requirements for
Trustee. . . . . . . . . . . . . 97
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . . 98
Section 8.08. Successor Trustee. . . . . . . . 99
Section 8.09. Merger or Consolidation of
Trustee. . . . . . . . . . . . . 99
Section 8.10. Appointment of Co-Trustee or
Separate Trustee . . . . . . . .100
Section 8.11. Appointment of Custodians. . . .101
Section 8.12. Appointment of Office or
Agency . . . . . . . . . . . . .101
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by
the Master Servicer or the
Company or Liquidation of All
Mortgage Loans . . . . . . . . .102
Section 9.02. Additional Termination
Requirements . . . . . . . . . .104
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration. . . . . .106
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . .109
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . .110
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . .112
Section 11.03. Limitation on Rights of
Certificateholders . . . . . . .112
Section 11.04. Governing Law. . . . . . . . . .113
Section 11.05. Notices. . . . . . . . . . . . .114
Section 11.06. Notices to Rating Agency . . . .114
Section 11.07. Severability of Provisions . . .115
Section 11.08. Supplemental Provisions for
Resecuritization . . . . . . . .115
Section 11.09. Rights of the Certificate
Insurer. . . . . . . . . . . . .116
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: [Reserved.]
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit One: Form of Custodian Initial
Certification
Exhibit Two: Form of Custodian Interim
Certification
Exhibit Three: Form of Custodian Final Certification
Exhibit F-1: Group I Loan Schedule
Exhibit F-2: Group II 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 12.01(e) for a Limited
Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for
Assignment of Mortgage Loan
Exhibit P: Certificate Guaranty Insurance Policy
Exhibit Q: Representations and Warranties of
Residential Funding
This Pooling and Servicing Agreement, effective
as of September 1, 1995, among RESIDENTIAL ASSET
SECURITIES CORPORATION, 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 that will
evidence beneficial ownership interests in the Mortgage
Loans (as defined herein). As provided herein, the
Master Servicer will make an election to treat the entire
segregated pool of assets subject to this Agreement
(including the Mortgage Loans), as a real estate mortgage
investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be
designated as the "Trust Fund." The Class A1-I, Class
A2-I, Class A3-I, Class A4-I, Class A5-I, Class A-II,
Class B1-I, Class B2-I, Class B3-I, Class B1-II, Class
B2-II and Class B3-II Certificates and 619 beneficial
ownership interests, each representing an interest in one
of the Mortgage Loans to the extent of interest accrued
thereon at the Spread Rate (as defined herein) for such
Mortgage Loan (collectively, the "Uncertificated REMIC
Regular Interests"), will represent ownership of the
"regular interests" in the Trust Fund, and the Class R
Certificates will be the sole class of "residual
interests" in the Trust Fund, in each case for purposes
of the REMIC Provisions (as defined herein).
The following table sets forth the designation,
type, Pass-Through Rate, aggregate Initial Certificate
Principal Balance (as defined herein), related Loan
Group, Maturity Date (each as defined herein) and initial
ratings for each Class of Certificates to be issued
hereunder.
Aggregate
Initial
Pass Certificate
Through Principal
Designation Type Rate Balance
Class A1-I Senior 8.00% $36,305,000.00
Class A2-I Senior 8.00% $26,280,000.00
Class A3-I Senior 8.00% $19,819,000.00
Class A4-I Senior 8.00% $16,482,000.00
Class A5-I Senior 8.00% $11,122,743.00
Class A-II Senior Adjustable $41,561,444.00
Class R Residual/
Senior 8.00% $100.00
Class B1-I Subordinate 8.12% $1,946,488.25
Class B2-I Subordinate 8.12% $760,800.00
Class B3-I Subordinate 8.12% $988,100.00
Class B1-II Subordinate Adjustable $1,125,622.41
Class B2-II Subordinate Adjustable $259,759.02
Class B3-II Subordinate Adjustable $346,345.37
Related
Loan Initial Ratings
Designation Group Maturity Date S&P Moody's
Class A1-I I October 25, 2024 AAA Aaa
Class A2-I I October 25, 2024 AAA Aaa
Class A3-I I October 25, 2024 AAA Aaa
Class A4-I I October 25, 2024 AAA Aaa
Class A5-I I October 25, 2024 AAA Aaa
Class A-II II October 25, 2024 AAA Aaa
Class R I October 25, 2024 AAA Aaa
Class B1-I I October 25, 2024 N/A Ba2
Class B2-I I October 25, 2024 N/A B2
Class B3-I I October 25, 2024 N/A Ba2
Class B1-II II October 25, 2024 N/A B2
Class B2-II II October 25, 2024 N/A N/A
Class B3-II II October 25, 2024 N/A N/A
Each of the Mortgage Loans is included in one of two
separate groups (each a "Loan Group"), designated as
"Loan Group I" and "Loan Group II." The Mortgage Loans
in Loan Group I (the "Group I Loans") have an aggregate
Cut-off Date Principal Balance equal to $113,704,231.25,
and the Mortgage Loans in Loan Group II (the "Group II
Loans") have an aggregate Cut-off Date Principal Balance
equal to $43,293,170.80. The Group I Loans and Group II
Loans have an aggregate Cut-off Date Principal Balance
equal to $156,997,402.05. The Group I Loans are fully-
amortizing mortgage loans having fixed rates and terms to
maturity at origination or modification of (a) not more
than 15 years or (b) not more than 30 years. The Group
II Loans consist of (a) "Balloon Loans," which have fixed
rates, 30-year amortization periods, terms to maturity at
origination or modification of approximately 7 years and
conditional options to refinance the related balloon
payments for not more than the remainder of their 30-year
amortization periods at mortgage rates based on an
adjusted interest rate, and (b) "Step Loans," which are
fully amortizing mortgage loans having mortgage rates
that will be adjusted once at approximately 7 years from
origination or modification, and otherwise will be fixed,
and terms to maturity at origination or modification of
not more than 30 years. All of the Mortgage Loans are
first mortgage loans.
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,
any Class B Certificate and any Class R Certificate, one
month's interest at the then-applicable Pass-Through Rate
on the Certificate Principal Balance thereof immediately
prior to such Distribution Date. With respect to each
Distribution Date, as to the Excess Spread related to any
Loan Group, one month's interest at the then-applicable
Spread 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 and on the Excess Spread will be reduced by
the amount of (i) any Prepayment Interest Shortfalls on
the related Mortgage Loans for such Distribution Date (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 on the related Mortgage
Loans (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 by operation of the subordination
provisions described in Section 4.05, (iii) the interest
portion of Advances previously made with respect to any
related 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 related Class B Certificates, including interest that
is not collectible from a related Mortgagor pursuant to
the Relief Act or similar legislation or regulations as
in effect from time to time, with all such reductions in
respect of the Mortgage Loans in any Loan Group allocated
among all of the related Certificates and the related
Excess Spread in proportion to their respective amounts
of Accrued Certificate Interest 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,
Accrued Certificate Interest on such Class of Class B
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 pursuant to Section 4.05. Further, if a
payment of Compensating Interest is less than the
aggregate of the Prepayment Interest Shortfalls resulting
from Principal Prepayments in full on all of the Mortgage
Loans, such payment will be allocated as provided under
the definition of "Compensating Interest" in
Section 1.01.
Adjusted Mortgage Rate: With respect to any
Mortgage Loan and any date of determination, the Mortgage
Rate borne by the related Mortgage Note, less the rate at
which the related Subservicing Fee accrues.
Adjustment Date: As to any Step Loan, the date
set forth in the related Mortgage Note as the date on
which the adjustment to the Mortgage Rate on such
Mortgage Loan becomes effective, and as to any Balloon
Loan for which the conditions to the exercise of the
related Conditional Refinancing Option have been
satisfied and for which the related Mortgagor has
properly exercised such Conditional Refinancing Option,
the date set forth in the related Mortgage Note as the
maturity date for the related Balloon Payment.
Advance: As to any Mortgage Loan, any advance
made by the Master Servicer pursuant to Section 4.04 or
by the Certificate Insurer pursuant to Section 7.01.
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
Loan Group and 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 with respect to the related Mortgage
Loans in the month of such Distribution Date (other than
any such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has
elected to include in the related Group Available
Distribution Amount in accordance with the last paragraph
of Section 3.07(b)) and (ii) payments which represent
early receipt of scheduled payments of principal and
interest on such Mortgage Loans due on a date or dates
subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property,
the lesser of (i) the appraised value of such Mortgaged
Property based upon the appraisal made at the time of the
origination of the related Mortgage Loan, and (ii) the
sales price of the Mortgaged Property at such time of
origination, except in the case of a Mortgaged Property
securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value determined above
or the appraised value determined in an appraisal at the
time of refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage,
notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer
or equivalent instrument may be in the form of one or
more blanket assignments covering Mortgages secured by
Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel
to that effect.
Assignment Agreement: The Assignment and
Assumption Agreement, dated as of the Closing Date,
between Residential Funding and the Company relating to
the transfer and assignment of the Mortgage Loans.
Balloon Loan: Any Group II Loan that provided
on the date of origination for an amortization schedule
extending beyond its maturity date other than a Balloon
Loan which has become an X-Option Loan.
Balloon Payment: With respect to any Balloon
Loan, as of any date of determination, the Monthly
Payment payable on the maturity date of such Balloon
Loan.
Bankruptcy Amount: As of any date of
determination, an amount equal to the excess, if any, of
(A) $100,000.00 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 approval from the Certificate Insurer and written
confirmation from each Rating Agency that such reduction
shall not reduce the rating assigned to any Class of
Certificates by such Rating Agency (including, in the
case of the Senior Certificates, such rating as would
have been assigned in the absence of the Policy) 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 each such
written confirmation to the Trustee and the Certificate
Insurer.
Bankruptcy Code: The Bankruptcy Code of 1978,
as amended.
Bankruptcy Loss: With respect to any Mortgage
Loan, a Deficient Valuation or Debt Service Reduction;
provided, however, that neither a Deficient Valuation nor
a Debt Service Reduction shall be deemed a Bankruptcy
Loss hereunder so long as the Master Servicer has
notified the Trustee and the Certificate Insurer in
writing that the Master Servicer is diligently pursuing
any remedies that may exist in connection with the
representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is
not in default with regard to payments due thereunder or
(B) delinquent payments of principal and interest under
the related Mortgage Loan (or, in the case of any Balloon
Loan, the amount of interest determined in accordance
with 4.04(b)(i)(2) below) 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
California, the State of Michigan or the State of
Minnesota (and such other state or states in which the
Custodial Account, the Certificate Account or the
Insurance Account are at the time located) are required
or authorized by law or executive order to be closed.
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 substantially 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 B
Certificate or Class R Certificate.
Certificate Account: The 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 Asset
Securities Corporation Mortgage Pass-Through
Certificates, Series 1995-KS3," and which must be an
Eligible Account. Any such account or accounts created
subsequent to the Closing Date shall be subject to the
approval of the Certificate Insurer, if such approval is
not unreasonably withheld.
Certificate Account Deposit Date: As to any
Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in
whose name a Certificate is registered in the Certificate
Register, except that neither a Disqualified Organization
nor a Non-United States Person shall be a Holder of a
Class R Certificate for any purpose 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. Unless otherwise indicated
in this Agreement, the Custodial Agreement or the
Assignment Agreement, whenever reference is made to the
actions taken by the Trustee on behalf of the
Certificateholders, such reference shall include the
Insurer as long as there is no Insurer Default
continuing. 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 Insurer: MBIA Insurance
Corporation, or its successor in interest.
Certificate Insurer Premium: The premium
payable to the Insurer on each Distribution Date
commencing on the Distribution Date in December 1995, in
an amount equal to one-twelfth of the product of the
Certificate Insurer Premium Rate and the aggregate
Certificate Principal Balance of the Class A Certificates
and Class R Certificates immediately preceding such
Distribution Date.
Certificate Insurer Premium Rate: An annual
percentage rate equal to 0.12%.
Certificate Owner: With respect to a Book-
Entry Certificate, the Person who is the beneficial owner
of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a
Depository Participant acts as agent, if any, and
otherwise on the books of a Depository Participant, if
any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to
each Class A Certificate and Class R Certificate, on any
date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Certificate as
specified on the face thereof minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate
Principal Balance 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 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 related
to any Loan Group that are 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 related
Mortgage Loans (and any related REO Properties) over (B)
the then aggregate Certificate Principal Balance of all
other Classes of Certificates related to such Loan Group
that are then outstanding.
Certificate Register and Certificate Registrar:
The register maintained and the registrar appointed
pursuant to Section 5.02.
Class: Collectively, all of the Certificates
bearing the same designation.
Class A Certificate: Any one of the Class A-I
Certificates or Class A-II Certificates.
Class A-I Certificate: Any one of the Class
A1-I, Class A2-I, Class A3-I, Class A4-I or Class A5-I
Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form
annexed hereto as Exhibit A, each such Certificate
evidencing an interest designated as a "regular interest"
in the Trust Fund for purposes of the REMIC Provisions.
Class A-II Certificate: Any one of the Class
A-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially
in the form annexed hereto as Exhibit A, each such
Certificate evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the
REMIC Provisions.
Class B Certificate: Any one of the Class B-I
Certificates or Class B-II Certificates.
Class B Percentage: With respect to any Loan
Group, any one of the related Class B-1 Percentage, Class
B-2 Percentage or Class B-3 Percentage.
Class B-1 Certificate: Any one of the Class
B1-I Certificates or Class B1-II Certificates executed by
the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as
Exhibit C, each such Certificate evidencing an interest
designated as a "regular interest" in the Trust Fund for
purposes of the REMIC Provisions.
Class B-1 Percentage: With respect to any Loan
Group and Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the related Class B-1
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of the related Mortgage Loans (and related REO
Properties) immediately prior to such Distribution Date.
Class B-2 Certificate: Any one of the Class
B2-I Certificates or Class B2-II Certificates executed by
the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as
Exhibit C, each such Certificate evidencing an interest
designated as a "regular interest" in the Trust Fund for
purposes of the REMIC Provisions.
Class B-2 Percentage: With respect to any Loan
Group and Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the related Class B-2
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of the related Mortgage Loans (and related REO
Properties) immediately prior to such Distribution Date.
Class B-3 Certificate: Any one of the Class
B3-I Certificates or Class B3-II Certificates executed by
the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as
Exhibit C, each such Certificate evidencing an interest
designated as a "regular interest" in the Trust Fund for
purposes of the REMIC Provisions.
Class B-3 Percentage: With respect to any Loan
Group and Distribution Date, a fraction expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the related Class B-3
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of the related Mortgage Loans (and related REO
Properties) immediately prior to such Distribution Date.
Class B-I Certificate: Any one of the Class
B1-I, Class B2-I or Class B3-I Certificates.
Class B-II Certificate: Any one of the Class
B1-II, Class B2-II or Class B3-II Certificates.
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, each such Certificate
evidencing an interest designated as a "residual
interest" in the Trust Fund for purposes of the REMIC
Provisions.
Closing Date: September 28, 1995.
Code: The Internal Revenue Code of 1986, as
amended.
Compensating Interest: With respect to any
Distribution Date, an amount equal to Prepayment Interest
Shortfalls resulting from Principal Prepayments in Full
on the Mortgage Loans in both Loan Groups 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 servicing
compensation to which the Master Servicer may be entitled
pursuant to Section 3.10(a)(v), 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. In the event that, with respect to any
Distribution Date, the amount determined under the
foregoing sentence is less than the aggregate amount of
such Prepayment Interest Shortfalls for such Prepayment
Period, the aggregate amount determined under the
foregoing sentence shall be allocated on a pro rata basis
between the respective Loan Groups based on the amounts
of such Prepayment Interest Shortfalls attributable
thereto.
Conditional Refinancing Option: With respect
to any Balloon Loan, the option of the related Mortgagor
to cause such Balloon Loan to become an X-Option Loan on
the maturity date of the related Balloon Payment, subject
to the satisfaction of certain conditions and the
exercise of such option as specified in an addendum to
the related Mortgage Note.
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
Asset Securities Corporation, Series 1995-KS3.
Cumulative Insurance Payments: With respect to
either Loan Group and the related Certificates, as of any
time of determination and as to any Loan Group, the
aggregate of all Insured Payments previously made
(including the related Distribution Date) by the
Certificate Insurer under the Policy in respect of the
related Class A Certificates and, in the case of Loan
Group I, the Class R Certificates plus interest thereon
from the date such amount became due until paid in full,
at a rate of interest equal to the Late Payment Rate and
in accordance with Section 3.03(a) of the Insurance
Agreement, minus the aggregate of all payments previously
made to the Certificate Insurer pursuant to Section 4.02
of this Agreement and allocated by the Trustee as
reimbursement for such Insured Payments or interest
amounts.
Curtailment: Any Principal Prepayment made by
a Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or
accounts created and maintained pursuant to Section 3.07
in the name of a depository institution, as custodian for
the holders of the Certificates and the Certificate
Insurer, for the holders of certain other interests in
mortgage loans serviced or sold by the Master Servicer
and for the Master Servicer, into which the amounts set
forth in Section 3.07 shall be deposited directly. Any
such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be
entered into among the Company, the Master Servicer, the
Trustee and a Custodian in substantially the form of
Exhibit E hereto.
Custodian: A custodian appointed pursuant to
a Custodial Agreement and reasonably acceptable to the
Certificate Insurer, including Norwest Bank Minnesota,
National Association.
Cut-off Date: September 1, 1995.
Cut-off Date Principal Balance: As to any
Mortgage Loan, the unpaid principal balance thereof at
the Cut-off Date after giving effect to all installments
of principal due on or prior thereto, whether or not
received.
Debt Service Reduction: With respect to any
Mortgage Loan, a reduction in the scheduled Monthly
Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficiency Amount: With respect to the Senior
Certificates as of any Distribution Date (i) any
shortfall in amounts available in the Certificate Account
(including amounts attributable to both Group Available
Distribution Amounts, but after application of such
amounts towards Excess Spread for such Distribution Date
pursuant to Section 4.02(a)(i)) to pay one month's
interest on the Certificate Principal Balances of the
Senior Certificates at the then applicable Pass-Through
Rates, net of any Prepayment Interest Shortfalls and any
interest shortfalls relating to the Relief Act allocated
to the Senior Certificates, (ii) the principal portion of
any Realized Loss allocated to the Senior Certificates
relating to either Loan Group on such Distribution Date
(except to the extent covered by amounts otherwise
distributable on the Class B Certificates related to the
other Loan Group pursuant to Section 4.02(a)(iii)) and
(iii) following the purchase of all assets of the Trust
Fund pursuant to Section 9.01(a), any shortfall in the
Group Available Distribution Amount for either Loan Group
to pay amounts owed to the Holders of the Senior
Certificates pursuant to Section 9.01(c)(ii)(A).
Deficient Valuation: With respect to any
Mortgage Loan, a valuation by a court of competent
jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage
Loan, or any reduction in the amount of principal to be
paid in connection with any scheduled Monthly Payment
that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully
registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan
replaced or to be replaced with a Qualified Substitute
Mortgage Loan.
Depository: The Depository Trust Company, or
any successor Depository hereafter named. The nominee of
the initial Depository for purposes of registering those
Certificates that are to be Book-Entry Certificates is
Cede & Co. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as
amended.
Depository Participant: A broker, dealer, bank
or other financial institution or other Person for whom
from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the
Depository.
Destroyed Mortgage Note: A Mortgage Note the
original of which was lost or destroyed and has not been
replaced.
Determination Date: With respect to any
Distribution Date, the 20th day (or if such 20th day is
not a Business Day, the Business Day immediately
following such 20th day) of the month of the related
Distribution Date.
Disqualified Organization: Any organization
defined as a "disqualified organization" under Section
860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political
subdivision thereof, any possession of the United States,
or any agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for
the FHLMC, a majority of its board of directors is not
selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any
organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C)
of the Code and (v) any other Person so designated by the
Trustee based upon an Opinion of Counsel that the holding
of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in
a Class R Certificate to such Person. The terms "United
States," "State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution Date: The 25th day of any month
beginning in the month immediately following the month of
the initial issuance of the Certificates or, if such 25th
day is not a Business Day, the Business Day immediately
following such 25th day.
Due Date: With respect to any Distribution
Date, the first day of the month in which such
Distribution Date occurs.
Due Period: With respect to any Distribution
Date, the period commencing on the second day of the
month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of
the following: (i) maintained with a depository
institution the debt obligations of which have been rated
by each Rating Agency in its highest rating available, or
(ii) an account or accounts in a depository institution
in which such accounts are fully insured to the limits
established by the FDIC, provided that any deposits not
so insured shall, to the extent acceptable to each Rating
Agency, as evidenced in writing, be maintained such that
(as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of
Certificates have a claim with respect to the funds in
such account or a perfected first security interest
against any collateral (which shall be limited to
Permitted Investments) securing such funds that is
superior to claims of any other depositors or creditors
of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial
Account, either (A) a trust account or accounts
maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts
maintained in the corporate asset services department of
The First National Bank of Chicago, as long as its short
term debt obligations are rated P-1 (or the equivalent)
or better by each Rating Agency and its long term debt
obligations are rated A2 (or the equivalent) or better,
by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts
maintained in the corporate trust division of Bankers
Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use
of any such account as the Custodial Account or the
Certificate Account will not reduce the rating assigned
to any Class of Certificates by such Rating Agency
(including, in the case of the Senior Certificates, such
rating as would have been assigned in the absence of the
Policy) below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing
Date by such Rating Agency).
Event of Default: As defined in Section 7.01.
Excess 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: As to any Loan Group, the
aggregate of the ownership interests represented by the
Uncertificated REMIC Regular Interests corresponding to
the Mortgage Loans included in such Loan Group.
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 a type that would be
covered by the fidelity bond and the errors and
omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in
excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled
or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a
peril covered by the definition of the term
"Special Hazard Loss";
(c) hostile or warlike action in time of
peace or war, including action in hindering,
combatting or defending against an actual,
impending or expected attack:
1. by any government or sovereign
power, de jure or de facto, or by any
authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government,
power, authority or forces;
(d) any weapon of war employing atomic
fission or radioactive force whether in time of
peace or war; or
(e) insurrection, rebellion, revolution,
civil war, usurped power or action taken by
governmental authority in hindering, combatting or
defending against such an occurrence, seizure or
destruction under quarantine or customs
regulations, confiscation by order of any
government or public authority; or risks of
contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a
Mortgage Loan caused by or resulting from an
Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or
any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation,
a corporate instrumentality of the United States created
and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor
thereto.
Final Distribution Date: The Distribution Date
on which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01 which
Final Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in
Section 9.02.
FNMA: Federal National Mortgage Association,
a federally chartered and privately owned corporation
organized and existing under the Federal National
Mortgage Association Charter Act, or any successor
thereto.
Foreclosure Profits: As to any Distribution
Date or related Determination Date and any Mortgage Loan,
the excess, if any, of Liquidation Proceeds, Insurance
Proceeds and REO Proceeds (net of all amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in
the related Prepayment Period over the sum of the unpaid
principal balance of such Mortgage Loan or REO Property
(determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid
interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid
by the Mortgagor to the first day of the month following
the month in which such Cash Liquidation or REO
Disposition occurred.
Fraud Loss Amount: As of any date of
determination after the Cut-off Date, an amount equal to:
(X) prior to the first anniversary of the Cut-off Date an
amount equal to 1.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans as of the
Cut-off Date minus the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the
Cut-off Date up to such date of determination and (Y)
from the first to the fourth 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) 0.5% 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 fourth
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 approval from the Certificate Insurer and written
confirmation from each Rating Agency that such reduction
shall not reduce the rating assigned to any Class of
Certificates by such Rating Agency (including, in the
case of the Senior Certificates, such rating as would
have been assigned in the absence of the Policy) 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 and the Certificate
Insurer.
Fraud Losses: Losses on Mortgage Loans as to
which there was fraud in the origination of such Mortgage
Loan.
Gross Margin: As to any Group II Loan, the
fixed percentage set forth in the related Mortgage Note
and indicated in Exhibit F-2 hereto as the "NOTE MARGIN,"
which percentage is to be added to the Index for such
Group II Loan on the related Adjustment Date to determine
(subject to rounding as indicated in the definition of
"Mortgage Rate" in Section 1.01 and to any Maximum
Interest Rate for such Group II Loan) the Mortgage Rate
to be borne by such Mortgage Loan on and after such
Adjustment Date.
Group Available Distribution Amount: As to any
Distribution Date, an amount equal to (a) the sum of (i)
the amount relating to the Mortgage Loans in such Loan
Group 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 for Mortgage Loans in such Loan Group,
(ii) the amount of any Advance made with respect to a
Mortgage Loan in such Loan Group on the immediately
preceding Certificate Account Deposit Date, (iii) any
amount deposited in the Certificate Account in respect of
a Mortgage Loan in such Loan Group pursuant to
Section 3.12(a), (iv) any amount deposited in the
Certificate Account in respect of a Mortgage Loan in such
Loan Group pursuant to Section 4.07 and (v) any amount
deposited in the Certificate Account in respect of the
Mortgage Loans in such Loan Group pursuant to Section
3.16(e), reduced by (b) the sum as of the close of
business on the immediately preceding Determination Date
of (x) the Amount Held for Future Distribution in respect
of the Mortgage Loans in such Loan Group, (y) amounts
permitted to be withdrawn by the Master Servicer from the
Custodial Account in respect of the Mortgage Loans in
such Loan Group pursuant to clauses (ii)-(x), inclusive,
of Sections 3.10(a) and 3.10(c) and (z) the Certificate
Insurer Premium payable on such Distribution Date in
respect of the Class A Certificates related to such Group
and, in the case of the Group Available Distribution
Amount related to Loan Group I, the Class R Certificates.
Group I Interest: Any one of the Class A-I,
Class B-I or Class R Certificates or the Uncertificated
REMIC Regular Interests in the Group I Loans.
Group I Loan: As of any time of determination,
any one of the Mortgage Loans identified on the Mortgage
Loan Schedule annexed hereto as Exhibit F-1 and any
related REO Property.
Group II Interest: Any one of the Class A-II
Certificates or Class B-II Certificates or the
Uncertificated REMIC Regular Interests in the Group II
Loans.
Group II Loan: As of any time of
determination, any one of the Mortgage Loans identified
on the Mortgage Loan Schedule annexed hereto as Exhibit
F-2 and any related REO Property.
Independent: When used with respect to any
specified Person, means such a Person who (i) is in fact
independent of the Company, the Master Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have any
direct financial interest or any material indirect
financial interest in the Company, the Master Servicer or
the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Company, the Master Servicer or the
Trustee as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar
functions.
Index: With respect to any Balloon Loan and as
to the Adjustment Date therefor, a per annum rate equal
to FNMA's required net yield for 30-year fixed rate
mortgages subject to a 60-day mandatory delivery
commitment, as in effect at the date and time of day the
Master Servicer receives notice of the related
Mortgagor's election to exercise the Conditional
Refinancing Option contained in the related Mortgage
Note. With respect to any Step Loan and as to the
Adjustment Date therefor, a per annum rate equal to
FNMA's posted yield on 30-year mortgage commitments for
delivery within 30 days, as published in The Wall Street
Journal and most recently available as of the date 45
days prior to such Adjustment Date. In the event that
any such index is no longer available, subject to the
terms of the related Mortgage Note, an index that is
reasonably acceptable to the Trustee and the Certificate
Insurer and that is based on comparable information will
be selected by the Master Servicer.
Initial Certificate Principal Balance: With
respect to each Class of Certificates, the Certificate
Principal Balance of such Class of Certificates as of the
Cut-off Date as set forth in the Preliminary Statement
hereto.
Insurance Account: The account or accounts
created and maintained pursuant to Section 4.08, which
shall be entitled "Bankers Trust Company, as trustee, in
trust for the registered holders of Residential Asset
Securities Corporation, Mortgage Pass-Through
Certificates, Series 1995-KS3, Class A and Class R," and
which must be an Eligible Account.
Insurance Agreement: The Insurance Agreement,
dated as of September 1, 1995, among the Certificate
Insurer, the Trustee, the Master Servicer and the
Company.
Insurance Proceeds: Proceeds paid in respect
of the Mortgage Loans pursuant to any Primary Insurance
Policy or any other related insurance policy covering a
Mortgage Loan (other than the Policy), to the extent such
proceeds are payable to the mortgagee under the Mortgage,
any Subservicer, the Master Servicer or the Trustee and
are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Master Servicer
would follow in servicing mortgage loans held for its own
account.
Insured Payment: With respect to the Class A
Certificates and Class R Certificates, as to any
Distribution Date, the Deficiency Amount, if any, for
such Distribution Date.
Insurer Default: The existence and continuance
of any of the following: (a) a failure by the Certificate
Insurer to make a payment required under the Policy in
accordance with its terms; or (b)(i) the Certificate
Insurer (A) files any petition or commences any case or
proceeding under any federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (B) makes a general assignment for the
benefit of its creditors, or (C) has an order for relief
entered against it under any federal or state law
relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization applicable to the
Certificate Insurer which is final and nonappealable; or
(ii) a court of competent jurisdiction, the New York
Department of Insurance or other competent regulatory
authority enters a final and nonappealable order,
judgment or decree (A) appointing a custodian, trustee,
agent or receiver for the Certificate Insurer or for all
or any material portion of its property or (B)
authorizing the taking of possession by a custodian,
trustee, agent or receiver of the Certificate Insurer (or
the taking of possession of all or any material portion
of the property of the Certificate Insurer).
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.
Late Payment Rate: As defined in the Insurance
Agreement.
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 Group: Any one of Loan Group I or Loan
Group II. References herein to any Loan Group or to the
Mortgage Loans in any Loan Group, when used with respect
to any Certificate, Uncertificated REMIC Regular
Interest, amount or other item, shall mean Loan Group I
in the case of any Group I Interest or any amount or
other item related thereto and shall mean Loan Group II
in the case of any Group II Interest or any amount or
other item related thereto.
Loan Group I: As of any time of determination,
all of the Mortgage Loans constituting Group I Loans at
such time.
Loan Group II: As of any time of
determination, all of the Mortgage Loans constituting
Group II Loans at such time.
Loan-to-Value Ratio: As of any date, the
fraction, expressed as a percentage, the numerator of
which is the current principal balance of the related
Mortgage Loan at the date of determination and the
denominator of which is the Appraised Value of the
related Mortgaged Property.
Maturity Date: The latest possible maturity
date, solely for purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury regulations, by which the Certificate
Principal Balance of each Class of Certificates
representing a regular interest in the Trust Fund would
be reduced to zero, which is the Distribution Date in
October 2024, the Distribution Date immediately following
the latest scheduled maturity date of any Mortgage Loan.
The "Maturity Date" for each Uncertificated REMIC Regular
Interest is the Distribution Date related to the
scheduled maturity date for the related Mortgage Loan or,
in the case of an Uncertificated REMIC Regular Interest
related to a Balloon Loan, the Distribution Date related
to the maturity date to be scheduled for such Mortgage
Loan if it becomes a X-Option Loan.
Maximum Interest Rate: As to any Mortgage
Loan, the maximum interest rate that may be borne by such
Mortgage Loan in accordance with the terms thereof and
applicable law.
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, 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: As to any Loan Group,
the list of the Mortgage Loans in such Loan Group
attached hereto as, in the case of the Group I Loans,
Exhibit F-1 and, in the case of the Group II Loans,
Exhibit F-2 (in each case as amended from time to time to
reflect the addition of Qualified Substitute Mortgage
Loans to the Mortgage Loans in such Loan Group), 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,
assuming that all of the Balloon Loans become X-Option
Loans (with respect to the Group I Loans, "MATURITY DATE"
and, with respect to the Group II Loans, "MATURITY DT");
(iv) the Mortgage Rate as of the Cut-off Date
("ORIG RATE");
(v) the Adjusted Mortgage Rate as of the Cut-
off Date ("CURR NET");
(vi) the Net Mortgage Rate as of the Cut-off
Date ("NET MTG RT");
(vii) the scheduled monthly payment of
principal, if any, and interest as of the Cut-off
Date ("CURRENT P & I");
(viii) the Cut-off Date Principal Balance
("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination
("LTV");
(x) the rate at which the Subservicing Fee
accrues as of the Cut-off Date ("SUBSERV FEE") and,
as to any Group II Loan, any adjustment thereto
after the Adjustment Date;
(xi) as to any Step Loan, the Maximum Interest
Rate ("NOTE CEILING");
(xii) as to any Step Loan, the maximum
Subservicer pass-through rate ("NET CEILING");
(xiii) as to any Group II Loan, the Gross
Margin ("NOTE MARGIN");
(xiv) as to any Group II Loan (assuming
each Balloon Loan is to become an X-Option Loan),
the Adjustment Date ("NXT INT CHG DT"); and
(xv) the Spread Rate ("SPREAD") as of the Cut-
off Date.
Each 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, 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 addendum or other modification thereto.
Mortgage Rate: As to any Mortgage Loan, the
interest rate borne by the related Mortgage Note, or any
modification thereto. The Mortgage Rate on each Group II
Loan (other than any Balloon Loan for which the related
Conditional Refinancing Option is either not available or
not exercised) will adjust on the related Adjustment Date
to equal the sum (rounded to the nearest 0.125%) of the
related Index plus the Gross Margin, in each case subject
to applicable law and to the related Maximum Interest
Rate.
Mortgaged Property: The underlying real
property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to each
Mortgage Loan and each Due Date occurring on or prior to
the Adjustment Date for such Mortgage Loan, the rate
designated as the "NET MTG RT" for such Mortgage Loan on
the related Mortgage Loan Schedule. With respect to each
Mortgage Loan and each Due Date occurring after the
related Adjustment Date, a rate equal to the Adjusted
Mortgage Rate minus the per annum rate at which the
Servicing Fee accrues.
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 (a) any Uncertificated REMIC Regular
Interest, an amount equal to the Stated Principal Balance
of the corresponding Mortgage Loan at the close of
business on the immediately preceding Distribution Date
after giving effect to the distributions thereon
allocable to principal (or, in the case of the initial
Distribution Date, at the close of business on the Cut-
off Date), and (b) the Excess Spread related to any Loan
Group, the aggregate of the Notional Amounts (as so
determined) of the Uncertificated REMIC Regular Interests
corresponding to the Mortgage Loans included in such Loan
Group.
Officers' Certificate: A certificate signed by
the Chairman of the Board, the President or a Vice
President or Assistant Vice President, and by the
Treasurer, the Director, the Secretary, or one of the
Assistant Treasurers or Assistant Secretaries of the
Company or the Master Servicer, as the case may be, and
delivered to the Trustee and the Certificate Insurer, as
required by this Agreement.
Opinion of Counsel: A written opinion of
counsel acceptable to the Trustee and the Master
Servicer, and reasonably acceptable to the Certificate
Insurer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i)
referred to in the definition of "Disqualified
Organization" or (ii) relating to the qualification of
the Trust Fund as a REMIC or compliance with the REMIC
Provisions must, unless otherwise specified, be an
opinion of Independent counsel.
Original Senior Percentage: As to any Loan
Group, the fraction, expressed as a percentage, the
numerator of which is the aggregate Initial Certificate
Principal Balance of the related Class A Certificates
and, in the case of Loan Group I, the Class R
Certificates and the denominator of which is the
aggregate Stated Principal Balance of the related
Mortgage Loans as of the Cut-off Date, which fraction is
96.75% and 96.00% for Loan Group I and Loan Group II,
respectively.
Outstanding Mortgage Loan: As to any Due Date,
a Mortgage Loan (including an REO Property) which was not
the subject of a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and which was not
purchased, deleted or substituted for prior to such Due
Date pursuant to Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any
ownership or security interest in such Certificate,
including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or
indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class
A-I, Class B-I and Class R Certificates and any
Distribution Date, the per annum rates set forth in the
Preliminary Statement hereto. With respect to the Class
A-II Certificates and any Distribution Date, a per annum
rate equal to the lesser of (i) 8.00% and (ii) the
weighted average, expressed as a percentage, of the Net
Mortgage Rates of all Mortgage Loans in the related Loan
Group as of the Due Date in the month immediately
preceding the month in which such Distribution Date
occurs, minus the Certificate Insurer Premium Rate, with
such average 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 the distributions thereon allocable to
principal (or, in the case of the initial Distribution
Date, at the close of business on the Cut-off Date).
With respect to the Class B-II Certificates and any
Distribution Date, a per annum rate equal to the lesser
of (i) 8.12% and (ii) the weighted average, expressed as
a percentage, of the Net Mortgage Rates of all Mortgage
Loans in the related Loan Group as of the Due Date in the
month immediately 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 the
distributions thereon allocable to principal (or, in the
case of the initial Distribution Date, at the close of
business on the Cut-off Date). With respect to the Class
A-II Certificates and Class B-II Certificates and the
initial Distribution Date, the Pass-Through Rates are
equal to 8.00% and 8.12%, respectively, per annum.
Paying Agent: Bankers Trust Company or any
successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any
Certificate (other than a Class R Certificate), the
undivided percentage ownership interest in the related
Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of
the Certificates of the same Class. With respect to a
Class R Certificate, the interest in distributions to be
made with respect to such Class evidenced thereby,
expressed as a percentage, as stated on the face of each
such Certificate.
Permitted Investments: One or more of the
following:
(i) obligations of or guaranteed as to
principal and interest by the United States or any
agency or instrumentality thereof when such
obligations are backed by the full faith and credit
of the United States;
(ii) repurchase agreements on obligations
specified in clause (i) maturing not more than one
month from the date of acquisition thereof,
provided that the unsecured obligations of the
party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its
highest short-term rating available;
(iii) federal funds, certificates of deposit,
demand deposits, time deposits and bankers'
acceptances (which shall each have an original
maturity of not more than 90 days and, in the case
of bankers' acceptances, shall in no event have an
original maturity of more than 365 days or a
remaining maturity of more than 30 days)
denominated in United States dollars of any U.S.
depository institution or trust company
incorporated under the laws of the United States or
any state thereof or of any domestic branch of a
foreign depository institution or trust company;
provided that the debt obligations of such
depository institution or trust company (or, if the
only Rating Agency is Standard & Poor's, in the
case of the principal depository institution in a
depository institution holding company, debt
obligations of the depository institution holding
company) at the date of acquisition thereof have
been rated by each Rating Agency in its highest
short-term rating available; and provided further
that, if the only Rating Agency is Standard &
Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and
the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be
that of the bank holding company; and, provided
further that, if the original maturity of such
short-term obligations of a domestic branch of a
foreign depository institution or trust company
shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard &
Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper (having original
maturities of not more than 365 days) of any
corporation incorporated under the laws of the
United States or any state thereof which on the
date of acquisition has been rated by each Rating
Agency in its highest short-term rating available;
provided that such commercial paper shall have a
remaining maturity of not more than 30 days;
(v) a money market fund or a qualified
investment fund rated by each Rating Agency in its
highest long-term rating available; and
(vi) other obligations or securities that are
acceptable to the Certificate Insurer and each
Rating Agency as a Permitted Investment hereunder
and will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating
assigned to such Certificates (including, in the
case of the Senior Certificates, such rating as
would have been assigned in the absence of the
Policy) as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a
Permitted Investment if it represents, either (1) the
right to receive only interest payments with respect to
the underlying debt instrument or (2) the right to
receive both principal and interest payments derived from
obligations underlying such instrument and the principal
and interest payments with respect to such instrument
provide a yield to maturity greater than 120% of the
yield to maturity at par of such underlying obligations.
References herein to the highest rating available on
unsecured long-term debt shall mean AAA in the case of
Standard & Poor's and 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 the following: A-1 in the case of
Standard & Poor's and P-1 in the case of Moody's.
Permitted Transferee: Any Transferee of a
Class R Certificate, other than a Disqualified
Organization or Non-United States Person.
Person: Any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political
subdivision thereof.
Policy: The Certificate Guaranty Insurance
Policy No. 605040 issued by the Certificate Insurer in
respect of the Class A Certificates and Class R
Certificates, a copy of which is annexed hereto as
Exhibit P.
Pool Stated Principal Balance: As to any date
of determination, the aggregate of the Stated Principal
Balances of each Mortgage Loan that was an Outstanding
Mortgage Loan on the Due Date in the month preceding the
month of such date of determination.
Prepayment Assumption: A prepayment assumption
of 400% 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 Loan Group, any Distribution Date and any
Class of Class B Certificates related to such Loan Group,
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 all Classes of Class B
Certificates related to such Loan Group.
Prepayment Interest Shortfall: As to any
Distribution Date and any Mortgage Loan (other than a
Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the
related Prepayment Period, an amount equal to the excess
of one month's interest at the Net Mortgage Rate on the
Stated Principal Balance of such Mortgage Loan over the
amount of interest (adjusted to the Net Mortgage Rate)
paid by the Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in Full or
(b) a Curtailment during the prior calendar month, an
amount equal to one month's interest at the Net Mortgage
Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution
Date, the calendar month preceding the month of
distribution.
Primary Insurance Policy: Each primary policy
of mortgage guaranty insurance or any replacement policy
therefor referred to in Section 3.11(a).
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 as in effect
at the time of origination of the Mortgage Loans 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, or 2.04 or which the
Master Servicer elects to purchase pursuant to Section
4.07, an amount equal to the sum of (i) 100% of the
Stated Principal Balance thereof plus the principal
portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or
at the Net Mortgage Rate in the case of a purchase made
by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month
of purchase from the Due Date to which interest was last
paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage
Loan substituted by Residential Funding or the Company
for a Deleted Mortgage Loan which must, on the date of
such substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have an
outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month
of substitution (or in the case of a substitution of more
than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such
deduction), not in excess of the Stated Principal Balance
of the Deleted Mortgage Loan (the amount of any shortfall
to be deposited by Residential Funding or the Company, as
the case may be, in the Custodial Account in the month of
substitution); (ii) have a Mortgage Rate and a Net
Mortgage Rate not 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 not 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) in the case of a Mortgage Loan
substituted for a Deleted Mortgage Loan in Loan Group II,
(a) if the Deleted Mortgage Loan was a Step Loan, be a
Step Loan having one Adjustment Date approximately 7
years from origination or modification thereof, (b) if
the Deleted Mortgage Loan was a Balloon Loan, be a
Balloon Loan with Monthly Payments computed on the basis
of a 30-year amortization period, an original term to
maturity of not more than 7 years and a Conditional
Refinancing Option for the remainder of such 30-year
period, (c) have a Gross Margin not less than that of the
Deleted Mortgage Loan, (d) have an Adjustment Date not
later than that of the Deleted Mortgage Loan and not
earlier than that of any other Mortgage Loan in such Loan
Group, (e) have the same Index as that of the
Deleted Mortgage Loan and (f) have an excess of the Gross
Margin over the sum of the related Servicing Fee and
Subservicing Fee that is not less than such excess for
the Deleted Mortgage Loan.
Rating Agency: Moody's and Standard & Poor's,
with respect to the Class A Certificates and Class R
Certificates, and Moody's with respect to the Class B-1
Certificates 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
Certificate Insurer, the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage
Loan (or REO Property) as to which a Cash Liquidation or
REO Disposition has occurred, an amount (not less than
zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and
REO Imputed Interest, if any) at the Net Mortgage Rate
from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of the
month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage
Loan (or REO Property) outstanding during each Due Period
that such interest was not paid or advanced, minus (iii)
the proceeds, if any, received during the month in which
such Cash Liquidation (or REO Disposition) occurred, to
the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master
Servicer or any Subservicer with respect to related
Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but
which have not been previously reimbursed. With respect
to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal
balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has
become the object of a Debt Service Reduction, the amount
of such Debt Service Reduction.
Record Date: With respect to each Distribution
Date, the close of business on the last Business Day of
the month next preceding the month in which the related
Distribution Date occurs.
Relief Act: The Soldiers' and Sailors' Civil
Relief Act of 1940, as amended.
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.
References herein to the REMIC shall mean the REMIC
created 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 the Code, and related provisions, and
temporary and final regulations (or, to the extent not
inconsistent with such temporary or final regulations,
proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing
may be in effect from time to time.
REO Acquisition: The acquisition by the Master
Servicer on behalf of the Trustee for the benefit of the
Certificateholders of any REO Property pursuant to
Section 3.14.
REO Disposition: As to any REO Property, a
determination by the Master Servicer that it has received
substantially all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries
(including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the sale
or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property,
for any period, an amount equivalent to interest (at the
Net Mortgage Rate that would have been applicable to the
related Mortgage Loan had it been outstanding) on the
unpaid principal balance of the Mortgage Loan as of the
date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses,
received in respect of any REO Property (including,
without limitation, proceeds from the rental of the
related Mortgaged Property) which proceeds are required
to be deposited into the Custodial Account only upon the
related REO Disposition.
REO Property: A Mortgaged Property acquired by
the Master Servicer through foreclosure or deed in lieu
of foreclosure in connection with a defaulted Mortgage
Loan.
Request for Release: A request for release,
the forms of which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any
Mortgage Loan, any insurance policy (other than the
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.
Seller: As to any Mortgage Loan, a Person,
including any Subservicer, that executed a Seller's
Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the
origination and sale of Mortgage Loans generally in the
form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been
approved by the Master Servicer and the Company, each
containing representations and warranties in respect of
one or more Mortgage Loans.
Senior Accelerated Distribution Percentage:
With respect to any Loan Group and any Distribution Date,
the percentage indicated below:
Distribution Date
Senior Accelerated Distribution Percentage
October 1995 through September 2000
100%
October 2000 through September 2001
Related Senior Percentage, plus 70% of the difference
between 100% and such Senior Percentage
October 2001 through September 2002
Related Senior Percentage, plus 60% of the difference
between 100% and such Senior Percentage
October 2002 through September 2003
Related Senior Percentage, plus 40% of the difference
between 100% and such Senior Percentage
October 2003 through September 2004
Related Senior Percentage, plus 20% of the difference
between 100% and such Senior Percentage
October 2004 and thereafter. . . . . . . . . . . . . .
Related Senior Percentage;
provided, however, (A) that any scheduled reduction to
the Senior Accelerated Distribution Percentage described
above for any Loan Group shall not occur as of any
Distribution Date unless (1) either (a)(1) the
outstanding principal balance of the related Mortgage
Loans delinquent 60 days or more averaged over the last
six months, as a percentage of the aggregate outstanding
principal balance of all such Mortgage Loans averaged
over the last six months, does not exceed 2% and (2)
Realized Losses on the related 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% and 50%, respectively, of the sum of the
Initial Certificate Principal Balances of the related
Class B Certificates or (b)(1) the outstanding principal
balance of the related Mortgage Loans delinquent 60 days
or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance
of all such Mortgage Loans averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the
related Mortgage Loans to date for such Distribution Date
are less than 10% of the sum of the Initial Certificate
Principal Balances of the related Class B Certificates
and (2) the foregoing tests are also satisfied with
respect to the other Loan Group and the Class B
Certificates related thereto for such Distribution Date,
and (B) that for any Distribution Date on which the
Senior Percentage related to any Loan Group is greater
than the Original Senior Percentage for such Loan Group,
the related Senior Accelerated Distribution Percentage
for such Distribution Date shall be 100%.
Notwithstanding the foregoing, as to any Loan Group, upon
the reduction of the aggregate Certificate Principal
Balance of the related Class A Certificates and, in the
case of Loan Group I, the Class R Certificates to zero,
the related Senior Accelerated Distribution Percentage
shall thereafter be 0%.
Senior Certificate: Any one of the Class A
Certificates or Class R Certificates.
Senior Percentage: With respect to any Loan
Group, 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 related Class A Certificates and, in the case of
Loan Group I, the Class R Certificates immediately prior
to such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all of the
Mortgage Loans (and related REO Properties) in such Loan
Group immediately prior to such Distribution Date.
Senior Principal Distribution Amount: With
respect to any Loan Group, as to any Distribution Date,
the lesser of (a) the balance of the related Group
Available Distribution Amount remaining after the
distribution of all amounts required to be distributed
pursuant to Section 4.02(a)(i) and (b) the sum of the
amounts required to be distributed to the related Class A
Certificateholders and, in the case of Loan Group I, the
Class R Certificateholders on such Distribution Date
pursuant to Section 4.02(a)(ii), (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.
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 pursuant to
Section 3.16(e) and 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 $3,579,541.00 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 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.
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 approval of the Certificate Insurer
and written confirmation from each Rating Agency that
such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency
(including, in the case of the Senior Certificates, such
rating as would have been assigned in the absence of the
Policy) 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 and the
Certificate Insurer.
Special Hazard Loss: Any Realized Loss not in
excess of the lesser of the cost of repair and the cost
of replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard
policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant
to Section 3.12(a), except to the extent of the portion
of such loss not covered as a result of any coinsurance
provision and (ii) any Extraordinary Loss.
Spread Rate: With respect to the Excess Spread
related to either Loan Group I or Loan Group II (and to
any Uncertificated REMIC Regular Interest corresponding
to the Mortgage Loans included in Loan Group II) and any
Distribution Date, a per annum rate equal to the excess,
if any, of (a) the weighted average, expressed as a
percentage, of the Net Mortgage Rates of all Mortgage
Loans in the related Loan Group as of the Due Date in the
month immediately 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 the
distributions thereon allocable to principal (or, in the
case of the initial Distribution Date, at the close of
business on the Cut-off Date), over (b) the sum of 8.00%
per annum and the Certificate Insurer Premium Rate. With
respect to the portion of the Excess Spread related to
Loan Group I that is allocable to any specific
Uncertificated REMIC Regular Interest corresponding to a
Mortgage Loan included in Loan Group I and any
Distribution Date, a per annum rate equal to the excess,
if any, of (a) the Net Mortgage Rate of the Mortgage Loan
corresponding to such Uncertificated REMIC Regular
Interest, over (b) the sum of 8.00% per annum and the
Certificate Insurer Premium Rate.
Standard & Poor's: Standard & Poor's Ratings
Services, 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.
Step Loan: Any Group II Loan other than a
Balloon Loan or an X-Option Loan.
Subordinate Principal Distribution Amount:
With respect to any Loan Group, any Distribution Date and
each Class of Class B Certificates related to such Loan
Group, (a) the sum of (i) the product of (x) the related
Class B Percentage for such Class and (y) the aggregate
of the amounts calculated for such Loan Group and
Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(A); (ii) such Class's pro rata share,
based on the aggregate Certificate Principal Balance of
each related Class of Class B Certificates then
outstanding, of the principal collections on the related
Mortgage Loans described in Section 4.02(a)(ii)(B)(b) to
the extent such collections are not otherwise distributed
to the related Class A Certificates and, with respect to
Loan Group I, the Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution
Percentage, (y) 100% minus the related Senior Accelerated
Distribution Percentage and (z) the aggregate of all
Principal Prepayments in Full and Curtailments received
on the related Mortgage Loans in the related Prepayment
Period; and (iv) 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 B Certificates related to such Loan Group;
provided, however, that such amount shall in no event
exceed the outstanding Certificate Principal Balance of
such Class of Class B Certificates immediately prior to
such date.
Subserviced Mortgage Loan: Any Mortgage Loan
that, at the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Master
Servicer has entered into a Subservicing Agreement and
who generally satisfied the requirements set forth in the
Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent
installment of principal and interest on a Mortgage Loan
which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established
by a Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract
between the Master Servicer and any Subservicer relating
to servicing and administration of certain Mortgage Loans
as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program
Guide or in such other form as has been approved by the
Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the
fee payable monthly to the related Subservicer (or, in
the case of a Nonsubserviced Mortgage Loan, to the Master
Servicer) in respect of subservicing and other
compensation, which fee accrues at an annual rate
designated as "SUBSERV FEE" on the related Mortgage Loan
Schedule.
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, Certificate Account or Insurance Account
and identified as belonging to the Trust Fund,
(iii) any REO Property, and
(iv) the hazard insurance policies and flood
insurance policies required to be maintained
pursuant to Section 3.12(a) and Primary Insurance
Policies, if any,
(v) the Policy, and
(vi) all proceeds of clauses (i) through (v)
above.
Uncertificated Accrued Interest: With respect
to each Distribution Date, as to each Uncertificated
REMIC Regular Interest, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result
under the terms of the definition thereof on each such
Uncertificated REMIC Regular Interest, if the Pass-
Through Rate on such Uncertificated REMIC Regular
Interest was equal to the related Spread Rate and the
notional amount of such Uncertificated REMIC Regular
Interest was equal to the related Notional Amount;
provided, that any reduction in the amount of Accrued
Certificate Interest allocated to the Excess Spread
related to any Loan Group resulting from the allocation
of Prepayment Interest Shortfalls, Realized Losses or
otherwise shall be allocated to the corresponding
Uncertificated REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with
respect to each related Notional Amount and such
Distribution Date.
Uncertificated REMIC Regular Interests: The
619 uncertificated partial undivided beneficial ownership
interests in the Trust Fund, each relating to a
particular Mortgage Loan, each having no principal
balance, and each bearing interest at the related Spread
Rate on the related Notional Amount.
Underwriter: Bear, Stearns & Co. Inc., or its
successor in interest.
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. The term "United States" shall have
the meaning set forth in Section 7701 of the Code or
successor provisions.
Voting Rights: The portion of the voting
rights of all of the Certificates which is allocated to
any Certificate. 95% of all of the Voting Rights shall
be allocated among the Holders of the Certificates other
than the Class R Certificates in proportion to the
outstanding Certificate Principal Balances of their
respective Certificates. The Master Servicer shall be
entitled to 4% of all of the Voting Rights in respect of
the Excess Spread, and the Holders of the Class R
Certificates shall be entitled to 1% of all of the Voting
Rights, allocated among the Certificates of such Class in
accordance with their respective Percentage Interests.
X-Option Loan: Any Balloon Loan as to which
the related Balloon Payment was refinanced in accordance
with the provisions of the Conditional Refinancing Option
contained in the related Mortgage Note, after giving
effect to any waivers granted pursuant to Section
3.07(a)(y).
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, the
Company does hereby deliver to, and deposit with, the
Trustee the Policy, and 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) with respect to each Mortgage 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) 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, preferred loan agreement or
refinancing agreement, if any, relating to such
Mortgage Loan or a copy of each modification,
assumption agreement, preferred loan agreement or
refinancing agreement certified by the public
recording office in which such document has been
recorded.
(c) The Company may, in lieu of delivering the
documents set forth in Section 2.01(b)(iv) and (v) to the
Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer
shall hold such documents in trust for the use and
benefit of all present and future Certificateholders
until such time as is set forth below. Within ten
Business Days following the earlier of (i) the receipt of
the original of each of the documents or instruments set
forth in Section 2.01(b)(iv) and (v) (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)(iv) and (v) 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) Standard & Poor'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,
preferred loan agreement or refinancing 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, preferred loan agreement or refinancing
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, preferred loan
agreement or refinancing agreement with a copy thereof to
the Certificate Insurer.
The Company shall promptly cause to be recorded
in the appropriate public office for real property
records the Assignment referred to in clause (iii) of
Section 2.01(b), except in states where, in the opinion
of counsel acceptable to the Trustee, the Certificate
Insurer and the Master Servicer, such recording is not
required to protect the Trustee's interests in the
Mortgage Loan against the claim of any subsequent
transferee or any successor to or creditor of the Company
or the originator or other holder of such Mortgage Loan.
If any Assignment is lost or returned unrecorded to the
Company because of any defect therein, the Company shall
prepare a substitute Assignment 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 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.
Any of the items set forth in Section
2.01(b)(iv) and (v) 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. Further, it is not
intended that any such conveyance be deemed to be a
pledge of the Mortgage Loans by the Company to the
Trustee to secure a debt or other obligation of the
Company. However, in the event that the Mortgage Loans
are held to be property of the Company or of Residential
Funding, or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage
Loans, then it is intended that (a) this Agreement shall
also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; (b) the conveyances
provided for in this Section 2.01 shall be deemed to be
(1) a grant by the Company to the Trustee of a security
interest in all of the Company's right (including the
power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to (A)
the Mortgage Loans, including the Mortgage Notes, the
Mortgages, any related insurance policies and all other
documents in the related Mortgage Files, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with
the terms thereof and (C) any and all general intangibles
consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments,
securities or other property, including without
limitation all amounts from time to time held or invested
in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or
other property and (2) an assignment by the Company to
the Trustee of any security interest in any and all of
Residential Funding's right (including the power to
convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B) and (C)
granted by Residential Funding to the Company pursuant to
the Assignment Agreement; (c) the possession by the
Trustee, the Custodian or any other agent of the Trustee
of Mortgage Notes or such other items of property as
constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of
perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction
(including, without limitation, Section 9-305, 8-313 or
8-321 thereof); and (d) notifications to persons holding
such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall
be deemed notifications to, or acknowledgments, receipts
or confirmations from, financial intermediaries, bailees
or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable
law.
The Company and, at the Company's direction,
Residential Funding and the Trustee shall, to the extent
consistent with this Agreement, take such reasonable
actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in
the Mortgage Loans and the other property described
above, such security interest would be deemed to be a
perfected security interest of first priority under
applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare
and deliver to the Trustee not less than 15 days prior to
any filing date and, the Trustee shall forward for
filing, or shall cause to be forwarded for filing, at the
expense of the Company, all filings necessary to maintain
the effectiveness of any original filings necessary under
the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest
in or lien on the Mortgage Loans as evidenced by an
Officer's Certificate of the Company, with a copy
delivered to the Certificate Insurer including without
limitation (x) continuation statements, and (y) such
other statements as may be occasioned by (1) any change
of name of Residential Funding, the Company or the
Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the
Trustee's name), (2) any change of location of the place
of business or the chief executive office of Residential
Funding or the Company or (3) any transfer of any
interest of Residential Funding or the Company in any
Mortgage Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with
respect to Mortgage Loans subject to a Custodial
Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section
2.01(b)(i) 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. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement)
agrees, for the benefit of Certificateholders, to review
each Mortgage File delivered to it pursuant to Section
2.01(b) within 45 days after the Closing Date to
ascertain that all required documents (specifically as
set forth in Section 2.01(b)), have been executed and
received, and that such documents relate to the Mortgage
Loans identified on the related Mortgage Loan Schedule,
as supplemented, that have been conveyed to it. Upon
delivery of the Mortgage Files by the Company or the
Master Servicer, the Trustee shall acknowledge receipt
(or, with respect to Mortgage Loans subject to a
Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(c)
above. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees to review
each Mortgage File delivered to it pursuant to Section
2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to
such Section have been received, and that such documents
relate to the Mortgage Loans identified on the related
Mortgage Loan Schedules, as supplemented, that have been
conveyed to it.
If the Custodian, as the Trustee's agent, finds
any document or documents constituting a part of a
Mortgage File to be missing or defective in any material
respect, the Trustee shall promptly so notify the Master
Servicer and the Company. Pursuant to Section 2.3 of the
Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage
File held by it. The Master Servicer shall promptly
notify the related Subservicer or Seller of such omission
or defect and request that such Subservicer or Seller
correct or cure such omission or defect within 60 days
from the date the Master Servicer was notified of such
omission or defect and, if such Subservicer or Seller
does not correct or cure such omission or defect within
such period, that such Subservicer or Seller purchase
such Mortgage Loan from the Trust Fund at its Purchase
Price, in either case within 90 days from the date the
Master Servicer was notified of such omission or defect.
The Purchase Price for any such Mortgage Loan, whether
purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it
pursuant to Section 3.07 and, upon receipt by the Trustee
of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the
case may be, shall release to the Master Servicer the
related Mortgage File and the Trustee shall execute and
deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Seller or
its designee or the Subservicer or its designee, as the
case may be, any Mortgage Loan released pursuant hereto
and thereafter such Mortgage Loan shall not be part of
the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case
may be, to so cure or purchase any Mortgage Loan as to
which a material defect in or omission of a constituent
document exists shall constitute the sole remedy
respecting such defect or omission available to
Certificateholders or the Trustee on behalf of
Certificateholders (except with respect to the
Certificate Insurer's rights under the Insurance
Agreement).
Section 2.03. Representations, Warranties and
Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and
warrants to the Trustee for the benefit of
Certificateholders and the Certificate Insurer that:
(i) The Master Servicer is a corporation
duly organized, validly existing and in good
standing under the laws governing its creation and
existence and is or will be in compliance with the
laws of each state in which any Mortgaged Property
is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance
with the terms of this Agreement;
(ii) The execution and delivery of this
Agreement by the Master Servicer and its
performance and compliance with the terms of this
Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or
constitute a material default (or an event which,
with notice or lapse of time, or both, would
constitute a material default) under, or result in
the material breach of, any material contract,
agreement or other instrument to which the Master
Servicer is a party or which may be applicable to
the Master Servicer or any of its assets;
(iii) This Agreement, assuming due
authorization, execution and delivery by the
Trustee and the Company, constitutes a valid, legal
and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights
generally and to general principles of equity,
regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default
with respect to any order or decree of any court or
any order, regulation or demand of any federal,
state, municipal or governmental agency, which
default might have consequences that would
materially and adversely affect the condition
(financial or other) or operations of the Master
Servicer or its properties or might have
consequences that would materially adversely affect
its performance hereunder;
(v) No litigation is pending or, to the
best of the Master Servicer's knowledge, threatened
against the Master Servicer which would prohibit
its entering into this Agreement or performing its
obligations under this Agreement;
(vi) The Master Servicer will comply in all
material respects in the performance of this
Agreement with all reasonable rules and
requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an
officer, statement furnished in writing or report
delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer will,
to the knowledge of the Master Servicer, contain
any untrue statement of a material fact or omit a
material fact necessary to make the information,
certificate, statement or report not misleading;
and
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing
Agreement and is or will be familiar with the terms
thereof. The terms of each existing Subservicing
Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Mortgage Files to the
Trustee or any Custodian.
Upon discovery by either the Company, the
Master Servicer, the Certificate Insurer, the Trustee or
any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which
materially and adversely affects the interests of the
Certificateholders or the Certificate Insurer in any
Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer
shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section
2.02. The obligation of the Master Servicer to cure such
breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section
2.03(a) available to the Certificateholders or the
Trustee on behalf of the Certificateholders (except with
respect to the Certificate Insurer's rights under the
Insurance Agreement).
(b) The Company hereby represents and warrants
to the Trustee for the benefit of Certificateholders and
the Certificate Insurer that 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. 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 Certificate Insurer, the Trustee or
any Custodian of a breach of any of the representations
and warranties set forth in this Section 2.03(b) which
materially and adversely affects the interests of the
Certificateholders or the Certificate Insurer in any
Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties
(including the Certificate Insurer) (any Custodian being
so obligated under a Custodial Agreement). Within 90
days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all
material respects or (ii) purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the
Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan
if such substitution occurs within two years following
the Closing Date. Any such substitution shall be
effected by the Company under the same terms and
conditions as provided in Section 2.04 for substitutions
by Residential Funding. It is understood and agreed that
the obligation of the Company to cure such breach or to
so purchase or substitute for any Mortgage Loan as to
which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach
available to Certificateholders (other than the
Certificate Insurer) or the Trustee on behalf of
Certificateholders (other than the Certificate Insurer).
Notwithstanding the foregoing, the Company shall not be
required to cure breaches or purchase or substitute for
Mortgage Loans as provided in this Section 2.03(b) if the
substance of the breach of a representation set forth
above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties
of Sellers.
The Company, as assignee of Residential Funding
under the Assignment Agreement, hereby assigns to the
Trustee for the benefit of Certificateholders all of its
right, title and interest in respect of the Assignment
Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or
such Seller's Agreement relates to the representations
and warranties made by Residential Funding or the related
Seller in respect of such Mortgage Loan and any remedies
provided thereunder for any breach of such
representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf
of the Trustee and the Certificateholders. Upon the
discovery by the Company, the Master Servicer, the
Certificate Insurer, 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 in
respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders
or the Certificate Insurer in such Mortgage Loan, the
party discovering such breach shall give prompt written
notice to the other parties (including the Certificate
Insurer) (any Custodian being so obligated under a
Custodial Agreement). The Master Servicer shall promptly
notify the related Seller and Residential Funding 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. Residential Funding hereby additionally represents
and warrants to the Trustee for the benefit of the
Certificateholders and the Certificate Insurer each of
the representations and warranties set forth in Exhibit
Q annexed hereto. Upon the discovery by the Company, the
Master Servicer, the Trustee, the Certificate Insurer or
any Custodian of a breach of any of such representations
and warranties in respect of any Mortgage Loan which
materially and adversely affects the interests of the
Certificateholders or the Certificate Insurer in such
Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties
(including the Certificate Insurer) (any Custodian being
so obligated under a Custodial Agreement at the same time
as notice is given pursuant to the preceding paragraph of
corresponding breach of representation or warranty made
in Seller's Agreement). The Master Servicer shall
promptly notify Residential Funding of such breach and
request that Residential Funding 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
within 90 days of the date of such written notice of such
breach at the Purchase Price and in the manner set forth
in Section 2.02 in the event that the Mortgage Loan has
not been purchased by the Seller due to a breach of any
representation or warranty in the related Seller's
Agreement as set forth in the preceding paragraph;
provided that Residential Funding shall have the option
to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs
within two years following the Closing Date, except that
if the breach would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such substitution must occur
within 90 days from the date the Master Servicer was
notified of the breach if such 90-day period expires
before two years following the Closing Date. In the
event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted
Mortgage Loan pursuant to this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of
the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage
Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements
as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution
will be made in any calendar month after the
Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in
the month of substitution shall not be part of the Trust
Fund and will be retained by the Master Servicer and
remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will
include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding
shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the related
Mortgage Loan Schedule, for the benefit of the
Certificateholders, to reflect the removal of such
Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan
Schedule to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related
Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute
Mortgage Loan or Loans contained in the related Seller's
Agreement as of the date of substitution, Residential
Funding shall be deemed to have made the representations
and warranties contained in Exhibit Q annexed hereto with
respect to the Qualified Substitute Mortgage Loan or
Loans, as of the date of substitution, and the Company
and the Master Servicer shall be deemed to have made the
covenants, representations and warranties set forth in
Section 2.03(a) and in Section 2.03(b) hereof.
In connection with the substitution of one or
more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate
principal balance of all such Qualified Substitute
Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of
the principal portion of the Monthly Payments due in the
month of substitution that are to be distributed to
Certificateholders or retained by Residential Funding, as
the case may be, 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 by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to
be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section
860G(d)(1) of the Code or (b) any portion of the Trust
Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
It is understood and agreed that the obligation
of the Seller or Residential Funding, as the case may be,
to cure such breach or purchase (or in the case of
Residential Funding to substitute for) such Mortgage Loan
as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach
available to Certificateholders (other than the
Certificate Insurer) or the Trustee on behalf of
Certificateholders (other than the Certificate Insurer).
It is further understood and agreed that Residential
Funding shall have no obligation to cure any breach of a
representation or warranty made by a Seller or to
purchase the Mortgage Loan as to which such breach
occurred unless such breach also constitutes a breach of
a representation or warranty made by Residential Funding.
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 Uncertificated REMIC Regular
Interests, evidence the entire beneficial ownership
interest in the Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as
Servicer.
(a) The Master Servicer shall service and
administer the Mortgage Loans in accordance with the
terms of this Agreement and the respective Mortgage Loans
and in a manner consistent with industry practice and
shall have full power and authority, acting alone or
through Subservicers as provided in Section 3.02, to do
any and all things which it may deem necessary or
desirable in connection with such servicing and
administration. Without limiting the generality of the
foregoing, the Master Servicer in its own name or in the
name of a Subservicer is hereby authorized and empowered
by the Trustee when the Master Servicer or the
Subservicer, as the case may be, believes it appropriate
in its best judgment, to execute and deliver, on behalf
of the Certificateholders and the Trustee or any of them,
any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of consent
to assumption or modification in connection with a
proposed conveyance, or of assignment of any Mortgage and
Mortgage Note in connection with the repurchase of a
Mortgage Loan and all other comparable instruments, or
with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the
subordination of the lien of the Mortgage in favor of a
public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial
foreclosure, the conveyance of a Mortgaged Property to 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 anything in
this Agreement to the contrary, the Master Servicer shall
not (unless the Mortgagor is in default with respect to
the Mortgage Loan or such default is, in the judgment of
the Master Servicer, reasonably foreseeable) make or
permit any modification, waiver or amendment of any term
with respect to any Mortgage Loan that would both (i)
effect an exchange or reissuance of such Mortgage Loan
under Section 1001 of the Code (or final, temporary or
proposed Treasury regulations promulgated thereunder) and
(ii) cause the Trust Fund to fail to qualify as a REMIC
under the Code or the imposition of any tax on
"prohibited transactions" or "contributions" after the
startup date under the REMIC Provisions. The Trustee
shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to
enable the Master Servicer to service and administer the
Mortgage Loans. The Trustee shall not be responsible for
any action taken by the Master Servicer or any
Subservicer pursuant to such powers of attorney. In
servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall act reasonably and in
good faith and, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof.
(b) All costs incurred by the Master Servicer
or by Subservicers in effecting the timely payment of
taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of calculating
monthly distributions to Certificateholders, be added to
the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or
more agreements in connection with the offering of pass-
through certificates evidencing interests in one or more
of the Certificates providing for the payment by the
Master Servicer of amounts received by the Master
Servicer as servicing compensation hereunder 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 shall be either (i) an
institution the accounts of which are insured by the FDIC
or (ii) another entity that engages in the business of
originating or servicing mortgage loans, and in either
case shall be authorized to transact business in the
state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to
perform its obligations hereunder and under the
Subservicing Agreement, and in either case shall be a
FHLMC, FNMA or HUD approved mortgage servicer. 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 by,
permitted by or consistent with the Program Guide or as
the Master Servicer and the Subservicer have agreed and
are not inconsistent with this Agreement. A
representative form of Subservicing Agreement is attached
to this Agreement as Exhibit G. With the approval of the
Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers, but such
Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a
Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form
referred to or included in the Program Guide is merely
provided for information and shall not be deemed to limit
in any respect the discretion of the Master Servicer to
modify or enter into different Subservicing Agreements;
provided, however, that any such amendments or different
forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide
in a manner which would materially and adversely affect
the interests of the Certificateholders.
(b) As part of its servicing activities
hereunder, the Master Servicer, for the benefit of the
Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and
of each Seller under the related Seller's Agreement, to
the extent that the non-performance of any such
obligation would have a material and adverse effect on
the interests of the Certificateholders or the
Certificate Insurer in a Mortgage Loan, including,
without limitation, the obligation to purchase a Mortgage
Loan on account of defective documentation, as described
in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04.
Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing
Agreements or Seller's Agreements, as appropriate, and
the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such
time as the Master Servicer would employ in its good
faith business judgment and which are normal and usual in
its general mortgage servicing activities. The Master
Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i)
from a general recovery resulting from such enforcement
to the extent, if any, that such recovery exceeds all
amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such
enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to
terminate any Subservicing Agreement that may exist in
accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by
virtue of this Agreement; provided, however, that in the
event of termination of any Subservicing Agreement by the
Master Servicer or the Subservicer, the Master Servicer
shall either act as servicer of the related Mortgage Loan
or enter into a Subservicing Agreement with a successor
Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer
or any Affiliate of Residential Funding acts as servicer,
it will not assume liability for the representations and
warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with
a successor Subservicer, the Master Servicer shall use
reasonable efforts to have the successor Subservicer
assume liability for the representations and warranties
made by the terminated Subservicer in respect of the
related Mortgage Loans and, in the event of any such
assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment,
release the terminated Subservicer from liability for
such representations and warranties.
Section 3.04. Liability of the Master
Servicer.
Notwithstanding any Subservicing Agreement, any
of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Master Servicer shall
remain obligated and liable to the Trustee, the
Certificate Insurer and Certificateholders for the
servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of
such Subservicing Agreements or arrangements or by virtue
of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing
and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement
with a Subservicer or Seller for indemnification of the
Master Servicer and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship
Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered
into and any other transactions or services relating to
the Mortgage Loans involving a Subservicer in its
capacity as such and not as an originator shall be deemed
to be between the Subservicer and the Master Servicer
alone and the Trustee and Certificateholders shall not be
deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the
Subservicer in its capacity as such except as set forth
in Section 3.06. The foregoing provision shall not in
any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of
Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for
any reason no longer be the master servicer (including by
reason of an Event of Default), the Trustee, its designee
or its successor shall thereupon assume all of the rights
and obligations of the Master Servicer under each
Subservicing Agreement that may have been entered into.
The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the
Master Servicer's interest therein and to have replaced
the Master Servicer as a party to the Subservicing
Agreement to the same extent as if the Subservicing
Agreement had been assigned to the assuming party except
that the Master Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of
the Trustee but at the expense of the Master Servicer,
deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the Mortgage
Loans then being serviced and an accounting of amounts
collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
(c) Unless an Insurer Default exists, the
Master Servicer will if it is authorized to do so under
the relevant Subservicing Agreement, upon the request of
the Certificate Insurer at a time when the Certificate
Insurer may, under the terms hereof, remove the Master
Servicer, terminate any Subservicing Agreement.
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; provided, that the Master
Servicer shall not fail to waive any prepayment charge or
penalty interest in connection with the prepayment of a
Mortgage Loan. Consistent with the foregoing, the Master
Servicer may in its discretion (i) waive any late payment
charge and (ii) extend the Due Date for payments due on
a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not
impair the coverage of any related Primary Insurance
Policy or materially adversely affect the lien of the
related Mortgage or the interest of the
Certificateholders. Consistent with the terms of this
Agreement, the Master Servicer may also waive, modify or
vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or
in any manner grant indulgence to any Mortgagor if in the
Master Servicer's determination such waiver,
modification, postponement or indulgence is not
materially adverse to the interests of the
Certificateholders, provided, however, that the Master
Servicer may not (x) 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 or (y) waive, modify or vary, or
permit any Subservicer to waive, modify or vary, any
condition to the exercise of the Conditional Refinancing
Option related to any Balloon Loan unless such Balloon
Loan is in default or the Master Servicer has been
advised that such default would result from any failure
to waive, modify or vary, or permit any Subservicer to
waive, modify or vary, any such condition. In the event
of any such arrangement, the Master Servicer shall make
timely Advances on the related Mortgage Loan (other than
the principal portion of any Balloon Payment) 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 Certificate Insurer and Holders of the
Classes of Certificates affected thereby.
(b) The Master Servicer shall establish and
maintain a Custodial Account in which the Master Servicer
shall deposit or cause to be deposited on a daily basis,
except as otherwise specifically provided herein, the
following payments and collections remitted by
Subservicers or received by it in respect of the Mortgage
Loans subsequent to the Cut-off Date (other than in
respect of principal and interest on the Mortgage Loans
due on or before the Cut-off Date):
(i) All payments on account of principal,
including Principal Prepayments made by Mortgagors
on the Mortgage Loans and the principal component
of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for
which an REO Disposition has occurred;
(ii) All payments on account of interest at
the Adjusted Mortgage Rate on the Mortgage Loans,
if any, and the interest component of any
Subservicer Advance or of any REO Proceeds received
in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation
Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans
purchased pursuant to Section 2.02, 2.03, 2.04 or
4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03
or 2.04;
(v) Any amounts required to be deposited
pursuant to Section 3.07(c); and
(vi) All amounts transferred from the
Certificate Account to the Custodial Account in
accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial
Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the
foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in respect
of principal and interest on the Mortgage Loans due on or
before the Cut-off Date) and payments or collections in
the nature of prepayment charges, late payment charges,
assumption fees or charges pursuant to Section 3.13(e) in
connection with any Conditional Refinancing Option 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 related Group Available Distribution Amount for the
Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects,
such amounts will be deemed to have been received (and
any related Realized Loss shall be deemed to have
occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best
efforts to cause the institution maintaining the
Custodial Account to invest the funds in the Custodial
Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the
Certificate Account Deposit Date next following the date
of such investment (with the exception of the Amount Held
for Future Distribution) and which shall not be sold or
disposed of prior to their maturities. All income and
gain realized from any such investment shall be for the
benefit of the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal or
order from time to time. The amount of any losses
incurred in respect of any such investments attributable
to the investment of amounts in respect of the Mortgage
Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to
the Trustee and the Company of any change in the location
of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts;
Servicing Accounts.
(a) In those cases where a Subservicer is
servicing a Mortgage Loan pursuant to a Subservicing
Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
establish and maintain one or more Subservicing Accounts
which shall be an Eligible Account or, if such account is
not an Eligible Account, shall generally satisfy the
requirements of the Program Guide and be otherwise
acceptable to the Master Servicer, the Certificate
Insurer and each Rating Agency. The Subservicer will be
required thereby to deposit into the Subservicing Account
on a daily basis all proceeds of Mortgage Loans received
by the Subservicer, less its Subservicing Fees and
unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the
Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the
nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the
Program Guide, but in no event later than the
Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
remit to the Master Servicer for deposit in the Custodial
Account all funds held in the Subservicing Account with
respect to each Mortgage Loan serviced by such
Subservicer that are required to be remitted to the
Master Servicer. The Subservicer will also be required,
pursuant to the Subservicing Agreement, to advance on
such scheduled date of remittance amounts equal to any
scheduled monthly installments of principal and interest
less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan
will continue up to and including the first of the month
following the date on which the related Mortgaged
Property is sold at a foreclosure sale or is acquired by
the Trust Fund by deed in lieu of foreclosure or
otherwise. All such advances received by the Master
Servicer shall be deposited promptly by it in the
Custodial Account.
(b) The Subservicer may also be required,
pursuant to the Subservicing Agreement, to remit to the
Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate on any Curtailment
received by such Subservicer in respect of a Mortgage
Loan from the related Mortgagor during any month that is
to be applied by the Subservicer to reduce the unpaid
principal balance of the related Mortgage Loan as of the
first day of such month, from the date of application of
such Curtailment to the first day of the following month.
Any amounts paid by a Subservicer pursuant to the
preceding sentence shall be for the benefit of the Master
Servicer as additional servicing compensation and shall
be subject to its withdrawal or order from time to time
pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and
the Certificate Account, the Master Servicer shall for
any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish
and maintain one or more Servicing Accounts and deposit
and retain therein all collections from the Mortgagors
(or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance or flood 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 or flood 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 or flood
insurance), to refund to any Mortgagors any sums as may
be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account
at the termination of this Agreement in accordance with
Section 9.01 or in accordance with the Program Guide. As
part of its servicing duties, the Master Servicer shall,
and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors interest
on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the
payments referred to in the preceding subsection that are
not timely paid by the Mortgagors or advanced by the
Subservicers on the date when the tax, premium or other
cost for which such payment is intended is due, but the
Master Servicer shall be required so to advance only to
the extent that such advances, in the good faith judgment
of the Master Servicer, will be recoverable by the Master
Servicer out of Insurance Proceeds, Liquidation Proceeds
or otherwise.
Section 3.09. Access to Certain Documentation
and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section
3.09 shall make any Class of Certificates legal for
investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause
the Subservicers to provide, to the Trustee, the Office
of Thrift Supervision or the FDIC and the supervisory
agents and examiners thereof access to the documentation
regarding the Mortgage Loans required by applicable
regulations of the Office of Thrift Supervision, such
access being afforded without charge but only upon
reasonable request and during normal business hours at
the offices designated by the Master Servicer. The
Master Servicer shall permit such representatives to
photocopy any such documentation and shall provide
equipment for that purpose at a charge reasonably
approximating the cost of such photocopying to the Master
Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time
as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section
3.07 that are attributable to the Mortgage Loans for the
following purposes:
(i) to make deposits into the
Certificate Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related
Subservicer for previously unreimbursed advances or
expenses made pursuant to Sections 3.01, 3.08,
3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments
for which any such advance was made in the case of
Subservicer Advances or Advances pursuant to
Section 4.04 and (B) late recoveries of the
payments for which such advances were made in the
case of Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such
Subservicer) out of each payment received by the
Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to that remaining portion of
any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if
not previously retained) which, when deducted, will
result in the remaining amount of such interest
being interest at the Net Mortgage Rate on the
amount specified in the amortization schedule of
the related Mortgage Loan as the principal balance
thereof at the beginning of the period respecting
which such interest was paid after giving effect to
any previous Curtailments;
(iv) to pay to itself as additional
servicing compensation any interest or investment
income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to
Section 3.07(c);
(v) to pay to itself as additional
servicing compensation any Foreclosure Profits, and
any amounts remitted by Subservicers as interest in
respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Subservicer, a
Seller, Residential Funding, the Company or any
other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired
in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received
thereon and not required to be distributed to
Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price
is determined;
(vii) to reimburse itself or the
related Subservicer for any Nonrecoverable Advance
or Advances in the manner and to the extent
provided in subsection (c) below;
(viii) to reimburse itself or the
Company for expenses incurred by and reimbursable
to it or the Company pursuant to Sections 3.14(c),
6.03, 10.01 or otherwise, provided, however, that
reimbursements to the Company pursuant to Section
6.03 shall in the aggregate not exceed $25,000 in
any calendar year;
(ix) to reimburse itself for amounts
expended by it (a) pursuant to Section 3.14 in good
faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan
or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or
(viii) above; and
(x) to withdraw any amount deposited in
the Custodial Account that was not required to be
deposited therein pursuant to Section 3.07,
including any payoff fees or penalties or any other
additional amounts payable to the Master Servicer
or Subservicer pursuant to the terms of the
Mortgage Note.
(b) Since, in connection with withdrawals
pursuant to clauses (ii), (iii), (v) and (vi), the Master
Servicer's entitlement thereto is limited to collections
or other recoveries on the related Mortgage Loan, the
Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis,
for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to
reimburse itself or the related Subservicer for any
advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance
by withdrawal from the Custodial Account of any amounts
on deposit therein attributable to the related Loan Group
on any Certificate Account Deposit Date succeeding the
date of such determination. Such right of reimbursement
in respect of a Nonrecoverable Advance on any such
Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance
previously paid to Certificateholders (and not
theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary
Insurance Policies; Collection
s 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.
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 any applicable
representation in Exhibit Q) and that such Mortgage Loan
has a current Loan-to-Value Ratio in excess of 80% then
the Master Servicer shall use its reasonable efforts to
obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable
price. The Master Servicer shall not cancel or refuse to
renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such
Primary Insurance Policy applicable to a Mortgage Loan
subserviced by it, that is in effect at the date of the
initial issuance of the Certificates and is required to
be kept in force hereunder unless the replacement Primary
Insurance Policy for such canceled or non-renewed policy
is maintained with an insurer whose claims-paying ability
is acceptable to each Rating Agency for mortgage pass-
through certificates having a rating equal to or better
than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by
such Rating Agency (including, in the case of the Senior
Certificates, such rating as would have been assigned in
the absence of the Policy).
(b) In connection with its activities as
administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer,
the Subservicer, if any, the Trustee and
Certificateholders, claims to the 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 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 REO Property acquired upon foreclosure, or
deed in lieu of foreclosure, of any Mortgage Loan, fire
insurance with extended coverage in an amount which is at
least equal to the amount necessary to avoid the
application of any co-insurance clause contained in the
related hazard insurance policy. Pursuant to Section
3.07, any amounts collected by the Master Servicer under
any such policies (other than amounts to be applied to
the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's
normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under
the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. Such costs shall be recoverable
by the Master Servicer out of related late payments by
the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds as 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 REO 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. When the improvements securing a
Mortgage Loan are located at the time of origination or
at any time during the life of such Mortgage Loan in a
federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the
extent available) to be maintained in respect thereof.
Such flood insurance shall be in an amount equal to the
lesser of (i) the amount required to compensate for any
loss or damage to the Mortgaged Property on a replacement
cost basis and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the
national flood insurance program (assuming that the area
in which such Mortgaged Property is located is
participating in such program).
In the event that the Master Servicer shall
obtain and maintain a blanket fire insurance policy with
extended coverage insuring against hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first
sentence of this Section 3.12(a), it being understood and
agreed that such policy may contain a deductible clause,
in which case the Master Servicer shall, in the event
that there shall not have been maintained on the related
Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy,
deposit in the Certificate Account the amount not
otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Master
Servicer shall be made on the Certificate Account Deposit
Date next preceding the Distribution Date which occurs in
the month following the month in which payments under any
such policy would have been deposited in the Custodial
Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself,
the Trustee and Certificateholders, claims under any such
blanket policy.
(b) The Master Servicer shall obtain and
maintain at its own expense and keep in full force and
effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance
policy covering the Master Servicer's officers and
employees and other persons acting on behalf of the
Master Servicer in connection with its activities under
this Agreement. The amount of coverage shall be at least
equal to the coverage that would be required by FNMA or
FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and
administering the Mortgage Loans for FNMA or FHLMC. In
the event that any such bond or policy ceases to be in
effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as
the case may be, meeting the requirements, if any, of the
Program Guide and acceptable to the Company. Coverage of
the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy
the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale
Clauses; Assumption and
Modification Agreements;
Certain Assignments;
Conditional Refinancing
Options.
(a) When any Mortgaged Property is conveyed by
the Mortgagor, the Master Servicer or Subservicer, to the
extent it has knowledge of such conveyance, shall enforce
any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law
and governmental regulations, but only to the extent that
such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be
deemed to be in default under this Section 3.13(a)
by reason of any transfer or assumption which the
Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines
that it is reasonably likely that any Mortgagor
will bring, or if any Mortgagor does bring, legal
action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer
shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to
enforce any due-on-sale clause to the extent set forth in
Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor,
and such Person is to enter into an assumption or
modification agreement or supplement to the Mortgage Note
or Mortgage which requires the signature of the Trustee,
or if an instrument of release signed by the Trustee is
required releasing the Mortgagor from liability on the
Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to
execute and deliver, on behalf of the Trustee, the
assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note
or Mortgage or other instruments as are reasonable or
necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged
Property to such Person; provided, however, none of such
terms and requirements shall both constitute a
"significant modification" effecting an exchange or
reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations
promulgated thereunder) and cause the Trust Fund to fail
to qualify as a REMIC under the Code or the imposition of
any tax on "prohibited transactions" or "contributions"
after the startup date under the REMIC Provisions. The
Master Servicer shall execute and deliver such documents
only if it reasonably determines that (i) its execution
and delivery thereof will not conflict with or violate
any terms of this Agreement or cause the unpaid balance
and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers
under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction
involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien
pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage under
any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D)
no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor
will the term of the Mortgage Loan be changed and (E) if
the seller/transferor of the Mortgaged Property is to be
released from liability on the Mortgage Loan, the
buyer/transferee of the Mortgaged Property would be
qualified to assume the Mortgage Loan based on generally
comparable credit quality and such release will not
(based on the Master Servicer's or Subservicer's good
faith determination) adversely affect the collectability
of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary
instruments for such assumption or substitution of
liability as directed by the Master Servicer. Upon the
closing of the transactions contemplated by such
documents, the Master Servicer shall cause the originals
or true and correct copies of the assumption agreement,
the release (if any), or the modification or supplement
to the Mortgage Note or Mortgage to be delivered to the
Trustee or the Custodian and deposited with the Mortgage
File for such Mortgage Loan. Any fee collected by the
Master Servicer or such related Subservicer for entering
into an assumption or substitution of liability agreement
will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related
Subservicer, as the case may be, shall be entitled to
approve a request from a Mortgagor for a partial release
of the related Mortgaged Property, the granting of an
easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged
Property or other similar matters if it has determined,
exercising its good faith business judgment in the same
manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely and
full collectability of, such Mortgage Loan would not be
adversely affected thereby and that the Trust Fund would
not fail to continue to qualify as a REMIC under the Code
as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such
a request will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and
conditions of this Agreement, the Trustee and Master
Servicer shall be entitled to approve an assignment in
lieu of satisfaction with respect to any Mortgage Loan,
provided the obligee with respect to such Mortgage Loan
following such proposed assignment provides the Trustee
and Master Servicer with a "Lender Certification for
Assignment of Mortgage Loan" in the form attached hereto
as Exhibit O, in form and substance satisfactory to the
Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu
of satisfaction is required to preserve lien priority,
minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws
of such jurisdiction; (ii) that the substance of the
assignment is, and is intended to be, a refinancing of
such Mortgage Loan and that the form of the transaction
is solely to comply with, or facilitate the transaction
under, such local laws; (iii) that the Mortgage Loan
following the proposed assignment will have a rate of
interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed
assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage Loan.
Upon approval of an assignment in lieu of satisfaction
with respect to any Mortgage Loan, the Master Servicer
shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such
Mortgage Loan and the Master Servicer shall treat such
amount as a Principal Prepayment in Full with respect to
such Mortgage Loan for all purposes hereof.
(e) As to each Balloon Loan, the Master
Servicer shall provide or cause to be provided to the
Mortgagor any required notice relating to the right to
exercise the related Conditional Refinancing Option. The
Master Servicer shall take the appropriate actions in
connection with the exercise of any such
Conditional Refinancing Option, subject to the related
provisions of Section 3.07(a) with respect to waiver and
modification. All proceedings related to the closing of
the transactions contemplated by any documents required
to consummate the exercise of the related Conditional
Refinancing Option shall be undertaken in accordance with
applicable law, including but not limited to all
applicable truth-in-lending laws. Upon the closing of
the transactions contemplated by such documents, the
Master Servicer shall cause the originals or true and
correct copies of any such documents to be delivered to
the Trustee or the Custodian and deposited with the
Mortgage File for the related Mortgage Loan. The Master
Servicer shall charge such Mortgagor any fee permitted
plus the costs associated with updating the title
insurance policy related to such Mortgage Loan, if any,
for the exercise of by such Mortgagor of the related
Conditional Refinancing Option.
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, 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 in connection with any foreclosure, or
attempted foreclosure which is not completed, or towards
the restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan
to Holders of Certificates of one or more Classes or to
the Certificate Insurer after reimbursement to itself for
such expenses and (ii) that such expenses 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 are actually recoverable from related
Liquidation Proceeds, Insurance Proceeds or REO
Proceeds). In the event of such a determination by the
Master Servicer pursuant to this Section 3.14(a), the
Master Servicer shall be entitled to reimbursement of its
funds so expended pursuant to Section 3.10. Concurrently
with the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a
breach of a representation and warranty with respect to
any such Mortgage Loan in accordance with Sections 2.03
and 2.04. However, the Master Servicer is not required
to continue to pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans and remedies
in connection with a breach of a representation and
warranty if the Master Servicer determines in its
reasonable discretion that one such remedy is more likely
to result in a greater recovery as to the Mortgage Loan.
Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial
Account of all Insurance Proceeds, Liquidation Proceeds
and other payments and recoveries referred to in the
definition of "Cash Liquidation" or "REO Disposition," as
applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may
be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by
the Master Servicer, in each case without recourse, as
shall be necessary to vest in the Master Servicer or its
designee, as the case may be, the related Mortgage Loan,
and thereafter such Mortgage Loan shall not be part of
the Trust Fund. Notwithstanding the foregoing or any
other provision of this Agreement, in the Master
Servicer's sole discretion with respect to any defaulted
Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO
Disposition may be deemed to have occurred if
substantially all amounts expected by the Master Servicer
to be received in connection with the related defaulted
Mortgage Loan or REO Property have been received, and
(ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account
minimal amounts of additional receipts expected to be
received or any estimated additional liquidation expenses
expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged
Property is acquired by the Trust Fund as an REO Property
by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the
Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition
of title and cancellation of the related Mortgage Loan,
such REO Property shall (except as otherwise expressly
provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as
the REO Property shall be sold. Consistent with the
foregoing for purposes of all calculations hereunder so
long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such
Mortgage Note and the related amortization schedule in
effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy
or similar proceeding or any moratorium or similar waiver
or grace period) remain in effect.
(c) In the event that the Trust Fund acquires
any REO Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan,
the Master Servicer, on behalf of the Trust Fund, shall
sell any REO Property either (i) within two years after
its acquisition by the Trust Fund as determined for the
purposes of Section 860G(a)(8) of the Code or (ii) prior
to the expiration of any extension to such two-year grace
period which is requested on behalf of the Trust Fund by
the Master Servicer (at the expense of the Trust Fund)
more than 60 days prior to the end of such two-year grace
period and granted by the Internal Revenue Service,
unless the Master Servicer has delivered to 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 two years
after its acquisition will not result in the imposition
on the Trust Fund of taxes on "prohibited transactions"
as defined in Section 860F of the Code, or cause the
Trust Fund to fail to qualify as a REMIC under Federal
law at any time that any Certificates are outstanding, in
which case the Trust Fund may continue to hold such REO
Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for
any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other
provision of this Agreement, no REO Property acquired by
the Trust Fund shall be rented (or allowed to continue to
be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would
(i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section
860G(a)(8) of the Code or (ii) subject the Trust Fund to
the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes
imposed by reason of Section 860G(c) of the Code, unless
the Master Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of
any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage
Loan pursuant to the terms of this Agreement, as well as
any recovery resulting from a collection of Liquidation
Proceeds, Insurance Proceeds or REO Proceeds, will be
applied in the following order of priority: first, to
reimburse the Master Servicer or the related Subservicer
in accordance with Section 3.10(a)(ii); second, to the
Certificateholders to the extent of accrued and unpaid
interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate, to the Due
Date prior to the Distribution Date on which such amounts
are to be distributed; third, to the Certificateholders
as a recovery of principal on the Mortgage Loan (or REO
Property); fourth, to all Servicing Fees and Subservicing
Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the foregoing
allocation); fifth, to reimbursement for any Cumulative
Insurance Payments made under the Policy in respect of
the related Loan Group; and sixth, to Foreclosure
Profits.
Section 3.15. Trustee to Cooperate; Release
of Mortgage Files.
(a) Upon becoming aware of the payment in full
of any Mortgage Loan, or upon the receipt by the Master
Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the
Master Servicer will immediately notify the Trustee (if
it holds the related Mortgage File) or the Custodian by
a certification of a Servicing Officer (which
certification shall include a statement to the effect
that all amounts received or to be received in connection
with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been
or will be so deposited), substantially in one of the
forms attached hereto as Exhibit H requesting delivery to
it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly
release, or cause the Custodian to release, the related
Mortgage File to the Master Servicer. The Master
Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate,
written evidence of cancellation thereon. No expenses
incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable
to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for
the servicing or foreclosure of any Mortgage Loan, the
Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit H
hereto, requesting that possession of all, or any
document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the
reason for such release and that such release will not
invalidate any insurance coverage provided in respect of
the Mortgage Loan under any Required Insurance Policy.
Upon receipt of the foregoing, the Trustee shall deliver,
or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor
by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage
File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public
trustee or other public official as required by law, for
purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master
Servicer has delivered directly or through a Subservicer
to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the
event of the liquidation of a Mortgage Loan, the Trustee
shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the
Trustee's behalf shall execute and deliver to the Master
Servicer, if necessary, any court pleadings, requests for
trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law
or in equity. Together with such documents or pleadings
(if signed by the Trustee), the Master Servicer shall
deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be
executed by the Trustee and certifying as to the reason
such documents or pleadings are required and that the
execution and delivery thereof by the Trustee will not
invalidate any insurance coverage under any Required
Insurance Policy or invalidate or otherwise affect the
lien of the Mortgage, except for the termination of such
a lien upon completion of the foreclosure or trustee's
sale.
Section 3.16. Servicing and Other
Compensation; Compensating
Interest.
(a) The Master Servicer, as compensation for
its activities hereunder, shall be entitled to receive on
each Distribution Date the amounts provided for by
clauses (iii), (iv) and (v) of Section 3.10(a), subject
to clause (e) below. The amount of servicing
compensation provided for in such clauses shall be
accounted for on a Mortgage Loan-by-Mortgage Loan basis.
In the event that Liquidation Proceeds, Insurance
Proceeds and REO Proceeds (net of amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of
a Cash Liquidation or REO Disposition exceed the unpaid
principal balance of such Mortgage Loan plus unpaid
interest accrued thereon (including REO Imputed Interest)
at the related Net Mortgage Rate, the Master Servicer
shall be entitled to retain therefrom and to pay to
itself and/or the related Subservicer any Foreclosure
Profits (subject to Section 3.14(d)) and any Servicing
Fees.
(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 Section
3.07(c); 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); and (iii) will not withdraw from the Custodial
Account any such amount of servicing compensation to
which it is entitled pursuant to Section 3.10(a)(v) or
(vi).
Section 3.17. Reports to the Trustee and the
Company.
Not later than fifteen days after each
Distribution Date, the Master Servicer shall forward to
the Trustee and the Company a statement, certified by a
Servicing Officer, setting forth the status of the
Custodial Account as of the close of business on such
Distribution Date as it relates to the Mortgage Loans and
showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the
Custodial Account in respect of the Mortgage Loans for
each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to
Compliance.
The Master Servicer will deliver to the
Company, the Trustee and the Certificate Insurer 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
and of its performance under the 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 fulfilled all of its material obligations in
all material respects throughout such year, or, if there
has been a default in the fulfillment in all material
respects of any such obligation relating to this
Agreement, specifying each such default known to such
officer and the nature and status thereof and (iii) to
the best of such officers' knowledge, each Subservicer
has fulfilled its material obligations under its
Subservicing Agreement in all material respects, or if
there has been a material default in the fulfillment of
such obligations relating to this Agreement, specifying
such default 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 is a member of the American Institute
of Certified Public Accountants to furnish a statement to
the Company, the Trustee and the Certificate Insurer to
the effect that such firm has examined certain documents
and records relating to the servicing of the mortgage
loans under pooling and servicing agreements (including
this Agreement) substantially similar one to another
(such statement to have attached thereto a schedule
setting forth the pooling and servicing agreements
covered thereby, including this Agreement) and that, on
the basis of such examination conducted substantially in
compliance with the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages
serviced for FHLMC, such servicing has been conducted in
compliance with such pooling and servicing agreements
except for such significant exceptions or errors in
records that, in the opinion of such firm, the Uniform
Single Audit Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC requires it to
report. In rendering such statement, such firm may rely,
as to matters relating to direct servicing of mortgage
loans by Subservicers, upon comparable statements for
examinations conducted substantially in compliance with
the Uniform Single Audit Program for Mortgage Bankers or
the Audit Program for Mortgages serviced for FHLMC
(rendered within one year of such statement) of
Independent public accountants with respect to the
related Subservicer. For purposes of such statement,
such firm may conclusively assume that all pooling and
servicing agreements among the Company, the Master
Servicer and the Trustee relating to Mortgage Pass-
Through Certificates evidencing an interest in first
mortgage loans are substantially similar one to another
except for any such pooling and servicing agreement
which, by its terms, specifically states otherwise.
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 Certificate Insurer hereby is so identified. The
Company may, but is not obligated to, enforce the
obligations of the Master Servicer hereunder and may, but
is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer
hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of
such performance by the Company or its designee. The
Company shall not have the responsibility or liability
for any action or failure to act by the Master Servicer
and is not obligated to supervise the performance of the
Master Servicer under this Agreement or otherwise.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
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
4.07, (iv) any amount required to be deposited in the
Certificate Account pursuant to Section 3.16(e), (v) any
amount required to be deposited in the Certificate
Account pursuant to Section 9.01 and (vi) all other
amounts constituting the Group Available Distribution
Amounts for the immediately succeeding Distribution Date.
In addition, as and to the extent required
pursuant to Section 4.08(b), the Trustee shall withdraw
from the Insurance Account and deposit into the
Certificate Account the amount necessary to make the
Insured Payment on each Distribution Date to the extent
received from the Insurer.
(b) On each Distribution Date, prior to making
any of the distributions referred to in Section 4.02
herein, the Trustee shall withdraw from the Certificate
Account and pay to the Insurer, by wire transfer of
immediately available funds, the Certificate Insurer
Premium for such Distribution Date.
(c) The Trustee shall, upon written request
from the Master Servicer, invest or cause the institution
maintaining the Certificate Account to invest the funds
in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of
the Certificateholders, which shall mature not later than
the Business Day next preceding the Distribution Date
next following the date of such investment (except that
(i) any investment in the institution with which the
Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may
mature on such Distribution Date if the Trustee shall
advance funds on such Distribution Date to the
Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt
thereof to the extent necessary to make distributions on
the Certificates) and shall not be sold or disposed of
prior to maturity. 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.
Section 4.02. Distributions.
(a) On each Distribution Date, as to each Loan
Group, the Trustee or the Paying Agent appointed by the
Trustee shall distribute to Residential Funding or its
designee, in the case of a distribution with respect to
the related Excess Spread pursuant to Section 4.02(a)(i),
to the Master Servicer or a Subservicer in the case of a
distribution pursuant to Section 4.02(a)(iv),
respectively, and to each related Certificateholder of
record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having
appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or
the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer
or the Paying Agent by the Record Date, by check mailed
to such Certificateholder at the address of such Holder
appearing in the Certificate Register
such Certificateholder's share (based on the aggregate of
the Percentage Interests represented by Certificates of
the applicable Class held by such Holder) of the
following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each
case from and to the extent of the related Group
Available Distribution Amount except as otherwise noted
(or, with respect to distributions under clause (i)
below, to the extent of the aggregate of the Group
Available Distribution Amounts):
(i) to the Holders of the related Class A
Certificates, Residential Funding or its designee
in respect of the related Excess Spread and, in the
case of distributions of the Group Available
Distribution Amount related to Loan Group I, the
Holders of the Class R Certificates, on a pro rata
basis based on Accrued Certificate Interest payable
thereon and the amount of such Excess Spread,
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 below;
(ii) to the Holders of the related Class A
Certificates and, in the case of distributions of
the Group Available Distribution Amount related to
Loan Group I, the Holders of the Class R
Certificates, in the priorities and amounts set
forth in Section 4.02(b), the sum of the following
(applied to reduce the Certificate Principal
Balances of such Class A Certificates and, in such
case, the Class R Certificates, as applicable):
(A) the Senior Percentage for such Loan
Group and Distribution Date times the sum of the
following:
(1) the sum of the principal
portion of each Monthly Payment (other
than, in the case of distributions of the
Group Available Distribution Amount
related to Loan Group II, a Balloon
Payment) due during the related Due
Period on each Outstanding Mortgage Loan
in such Loan Group, whether or not
received on or prior to the related
Determination Date, and in the case of
Loan Group II, the principal portion of
each Balloon Payment due during or prior
to the related Due Period and received on
or prior to the related Determination
Date, minus the principal portion of any
Debt Service Reduction which together
with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the Stated Principal Balance of
any related 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 in such Loan Group pursuant to
Section 2.03 or 2.04 during the related
Prepayment Period; 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 described in Section
4.02(a)(ii)(B), including without
limitation Insurance Proceeds,
Liquidation Proceeds and REO Proceeds)
received in respect of a related Mortgage
Loan 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 such Mortgage
Loan pursuant to Section 3.14;
(B) with respect to each Mortgage Loan
in such Loan Group for which a Cash Liquidation or
a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred
during such period in accordance with
Section 3.07(b)) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (a) the Senior
Percentage for such Loan Group and Distribution
Date times the Stated Principal Balance of such
Mortgage Loan and (b) the Senior Accelerated
Distribution Percentage for such Loan Group and
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 such Mortgage Loan
pursuant to Section 3.14;
(C) the Senior Accelerated Distribution
Percentage for such Loan Group and Distribution
Date times the aggregate of all Principal
Prepayments in Full and Curtailments received on
the Mortgage Loans in such Loan Group in the
related Prepayment Period;
(D) any amounts described in subsection
(ii), clauses (A), (B) and (C) of this Section
4.02(a), as determined for such Loan Group and any
previous Distribution Date, which remain unpaid
after application of amounts previously distributed
pursuant to this clause (D) to the extent that such
amounts are not attributable to Realized Losses
which have been allocated to the related Class B
Certificates (provided that any failure to pay any
amount under this clause (D) shall not give rise to
a payment under the Policy);
(iii) to the Holders of the
related Class A Certificates and, in the case of
distributions of the Group Available Distribution
Amount related to Loan Group I, the Holders of the
Class R Certificates, in the event that the
Certificate Principal Balance of the related Class
B Certificates has been reduced to zero and any
interest or principal portion of any Realized Loss
has been allocated to such Senior Certificates,
from the Group Available Distribution Amount
relating to the other Loan Group, an amount equal
to such principal portions of Realized Losses so
allocated on (A) such Distribution Date (it being
understood that any payment pursuant to this clause
shall be in lieu of a payment under the Policy) or
(B) on any preceding Distribution Date if payment
thereof was not covered by Insured Payments on such
preceding Distribution Date as required under the
Policy, but in any case only to the extent of the
amount of the Group Available Distribution Amount
relating to the other Loan Group, if any, remaining
after application thereof towards all allocations
thereof having priority over distributions in
respect of the Class B Certificates related to such
other Loan Group;
(iv) if the Certificate Principal Balances of
the related 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 in such Loan Group
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;
(v) to the Certificate Insurer, to reimburse
the Certificate Insurer for claims paid under the
Policy in respect of the related Loan Group, to the
extent of any related Cumulative Insurance
Payments;
(vi) to the Certificate Insurer, to reimburse
the Certificate Insurer for claims paid under the
Policy in respect of the other Loan Group, to the
extent of any Cumulative Insurance Payments related
to the other Loan Group and not otherwise
reimbursed on such Distribution Date from the Group
Available Distribution Amount related to such other
Loan Group;
(vii) to the Holders of the related 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;
(viii) to the Holders of the related Class B-1
Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date applied in
reduction of the Certificate Principal Balance
thereof;
(ix) to the Holders of the Class B-1
Certificates related to the other Loan Group, to
the extent of any amounts otherwise distributable
thereon on any previous Distribution Date that were
applied towards principal portions of Realized
Losses allocated to the related Class A
Certificates pursuant to clause (iii) above or
towards reimbursement to the Certificate Insurer
for any Cumulative Insurance Payments in respect of
the related Loan Group;
(x) to the Holders of the related 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;
(xi) to the Holders of the related Class B-2
Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date applied in
reduction of the Certificate Principal Balance
thereof;
(xii) to the Holders of the Class B-2
Certificates related to the other Loan Group, to
the extent of any amounts otherwise distributable
thereon on any previous Distribution Date that were
applied towards principal portions of Realized
Losses allocated to the related Class A
Certificates pursuant to clause (iii) above or
towards reimbursement to the Certificate Insurer
for any Cumulative Insurance Payments in respect of
the related Loan Group;
(xiii) to the Holders of the related Class B-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;
(xiv) to the Holders of the related Class B-3
Certificates, an amount equal to the Subordinate
Principal Distribution Amount for such Class of
Certificates for such Distribution Date applied in
reduction of the Certificate Principal Balance
thereof;
(xv) to the Holders of the Class B-3
Certificates related to the other Loan Group, to
the extent of any amounts otherwise distributable
thereon on any previous Distribution Date that were
applied towards principal portions of Realized
Losses allocated to the related Class A
Certificates pursuant to clause (iii) above or
towards reimbursement to the Certificate Insurer
for any Cumulative Insurance Payments in respect of
the related Loan Group;
(xvi) to the Holders of the related Class A
Certificates and, in the case of distributions of
the Group Available Distribution Amount related to
Loan Group I, the Class R Certificates in the
priority set forth in Section 4.02(b) as to such
Classes of Certificates, the portion, if any, of
the Group Available Distribution Amount remaining
after the foregoing distributions, applied to
reduce the Certificate Principal Balances of such
Classes of Certificates, but in no event more than
the sum of the outstanding Certificate Principal
Balances thereof and thereafter to each related
Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical
designation, any portion of the Group Available
Distribution Amount remaining after such Classes of
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) in the case of the Group Available
Distribution Amount related to any Loan Group, to
the Holders of the Class R Certificates, the
balance, if any, of such Group Available
Distribution Amount.
Notwithstanding the foregoing, on any
Distribution Date, with respect to the Class of Class B
Certificates related to any Loan Group outstanding on
such Distribution Date with the highest numerical
designation, or in the event such Class B Certificates
are no longer outstanding, the Class A Certificates
related to such Loan Group and, in the case of Loan Group
I, the Class R Certificates, Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest 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 is
included in such Loan Group and 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 will be made as follows:
(i) the Senior Principal Distribution Amount
related to Loan Group I shall be distributed as
follows:
(A) first, to the Holders of the Class R
Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(B) second, to the Holders of the Class
A1-I Certificates, until the Certificate
Principal Balance thereof has been reduced to
zero;
(C) third, to the Holders of the Class
A2-I Certificates, until the Certificate
Principal Balance thereof has been reduced to
zero;
(D) fourth, to the Holders of the Class
A3-I Certificates, until the
Certificate Principal Balance thereof has been
reduced to zero;
(E) fifth, to the Holders of the Class
A4-I Certificates, until the Certificate
Principal Balance thereof has been reduced to
zero; and
(F) sixth, to the Holders of the Class
A5-I Certificates, until the Certificate
Principal Balance thereof has been reduced to
zero; and
(ii) the Senior Principal Distribution Amount
related to Loan Group II shall be distributed to
the Holders of the Class A-II Certificates, until
the Certificate Principal Balance thereof has been
reduced to zero.
(c) 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 (with the amounts
to be distributed allocated among such Classes in the
same proportions as such Realized Loss was allocated),
subject to the following. No such distribution shall be
in an amount that would result in total distributions on
the Certificates of any such Class in excess of the total
amounts of principal and interest that would have been
distributable thereon if such Cash Liquidation or REO
Disposition had occurred but had resulted in a Realized
Loss equal to zero. Notwithstanding the foregoing, no
such distribution shall be made with respect to the
Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under
Section 11.01(e) or the Policy, or (ii) such 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
Trustee 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.
(d) 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, the Master Servicer or the
Certificate Insurer shall have any responsibility
therefor except as otherwise provided by this Agreement
or applicable law.
(e) 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, not later than the Determination Date in
the month of such final distribution, notify the Trustee
and the Certificate Insurer and the Trustee shall, not
later than two (2) Business Days after such Determination
Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to
such Class of Certificates will be made on such
Distribution Date but only upon presentation and
surrender of such Certificates at the office of the
Trustee or as otherwise specified therein, and (ii) no
interest shall accrue on such Certificates from and after
the end of the prior calendar month. In the event that
Certificateholders do not surrender their Certificates
for final cancellation, the Trustee shall cause such
funds to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of
such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to
Certificateholders.
(a) Concurrently with each distribution
charged to the Certificate Account and with respect to
each Distribution Date, the Master Servicer shall forward
to the Trustee and the Trustee shall forward by mail to
each Holder, the Company, the Certificate Insurer and the
Underwriter a statement setting forth the following
information as to each Class of Certificates to the
extent applicable:
(i) (a) the amount of such distribution to
the Certificateholders of such Class applied to
reduce the Certificate Principal Balance thereof,
and (b) the aggregate amount included therein
representing Principal Prepayments;
(ii) the amount of such distribution to the
Certificateholders of such Class allocable to
interest;
(iii) if the distribution to the
Certificateholders of such Class is less than the
full amount that would be distributable to such
Certificateholders 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 or by the
Certificate Insurer pursuant to Section 7.01 for
the related Loan Group;
(v) the number and Pool Stated Principal
Balance of the Mortgage Loans in each Loan Group
after giving effect to the distribution of
principal on such Distribution Date;
(vi) the aggregate Certificate Principal
Balance of each Class of related Certificates, and
each of the Senior, Class B-1, Class B-2 and Class
B-3 Percentages for the related Loan Group, after
giving effect to the amounts distributed on such
Distribution Date in respect of such Loan Group,
separately identifying any reduction thereof due to
Realized Losses on the related Mortgage Loans other
than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal
Distribution Amount and Prepayment Distribution
Percentage, if applicable;
(viii) on the basis of the most recent reports
furnished to it by Subservicers, the number and
aggregate principal balances of Mortgage Loans in
the related Loan Group that are delinquent (A) one
month, (B) two months and (C) three or more months,
and the number and aggregate principal balance of
Mortgage Loans in such Loan Group that are in
foreclosure;
(ix) the number and aggregate principal
balance of the REO Properties in the related Loan
Group;
(x) the aggregate Accrued Certificate
Interest remaining unpaid, if any, for each Class
of related 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 Pass-Through Rate on the Class A-II
Certificates and Class B-II Certificates for such
Distribution Date and the immediately succeeding
Distribution Date;
(xiii) the Senior Accelerated Distribution
Percentage for the related Loan Group applicable to
such distribution;
(xiv) the Senior Percentage for such
Distribution Date and the related Loan Group;
(xv) the aggregate amount of Realized Losses
on the Mortgage Loans in the related Loan Group for
such Distribution Date;
(xvi) the aggregate amount of any recoveries on
previously liquidated loans in the related Loan
Group;
(xvii) the weighted average remaining term to
maturity of the Mortgage Loans in the related Loan
Group after giving effect to the amounts
distributed on such Distribution Date;
(xviii) the weighted average Mortgage Rate of the
Mortgage Loans in the related Loan Group after
giving effect to the amounts distributed on such
Distribution Date;
(xix) the amount of any Insured Payment for the
related Loan Group on such Distribution Date,
separately identifying any amount paid in lieu of
such Insured Payment from the Group Available
Distribution Amounts of the other Loan Group for
such Distribution Date and the portion of such
Insured Payment made by the Certificate Insurer;
(xx) the amounts of any reimbursements of
Cumulative Insurance Payments for the related Loan
Group made to the Insurer on such Distribution
Date, separately identifying the portions of such
reimbursements made from the Group Available
Distribution Amounts of such Loan Group and the
other Loan Group for such Distribution Date;
(xxi) the aggregate amount of any related
Cumulative Insurance Payments at the close of
business on such Distribution Date, and the net
amount of (A) any reimbursements of related
Cumulative Insurance Payments made from available
funds related to the other Loan Group and (B) any
reimbursements of Cumulative Insurance Payments
related to the other Loan Group made from available
funds for the related Loan Group.
In the case of information furnished pursuant to clauses
(i) and (ii) above, the amounts shall be expressed as a
dollar amount per Certificate with a $1,000 denomination.
In addition to the statement provided to the Trustee as
set forth in this Section 4.03(a), the Master Servicer
shall provide to any manager of a trust fund consisting
of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably
obtainable by the Master Servicer at no additional
expense to the Master Servicer.
(b) Within a reasonable period of time after
the end of each calendar year, the Master Servicer shall
prepare, or cause to be prepared, and shall forward, or
cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate,
other than a Class R Certificate, a statement containing
the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or
applicable portion thereof during which such Person was
a Certificateholder. Such obligation of the Master
Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to
any requirements of the Code.
(c) Within a reasonable period of time after
the end of each calendar year, the Master Servicer shall
prepare, or cause to be prepared, and shall forward, or
cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Class R
Certificate, a statement containing the applicable
distribution information provided pursuant to this
Section 4.03 aggregated for such calendar year or
applicable portion thereof during which such Person was
the Holder of a Class R Certificate. Such obligation of
the Master Servicer shall be deemed to have been
satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any
Certificateholder, the Master Servicer, as soon as
reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary
and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the
Trustee and the Company;
Advances by the Master
Servicer.
(a) Prior to the close of business on the
Business Day next succeeding each Determination Date, the
Master Servicer shall furnish a written statement to the
Trustee, the Certificate Insurer, any Paying Agent and
the Company (the information in such statement to be made
available to Certificateholders by the Master Servicer on
request) setting forth (i) the Group Available
Distribution Amount for each Loan Group, (ii) the amounts
required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the immediately
succeeding Certificate Account Deposit Date pursuant to
clause (iii) of Section 4.01(a), (iii) the Certificate
Insurer Premium, if any, (iv) if the Master Servicer
determines that the Deficiency Amount for such
Distribution Date is greater than zero, the amounts
necessary to complete the notice in the form of Exhibit
A to the Policy (the "Notice") and (v) the Cumulative
Insurance Payments related to each Loan Group after
giving effect to the distributions to be made pursuant to
Section 4.02(a) on such Distribution Date.
The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively
deemed to be correct for all purposes hereunder and the
Trustee shall be protected in relying upon the same
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on
each Certificate Account Deposit Date, the Master
Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances to
be made by the Master Servicer in respect of the related
Distribution Date, which shall be in an aggregate amount
equal to the sum of (1) the aggregate amount of Monthly
Payments other than Balloon Payments (with each interest
portion thereof adjusted to the Net Mortgage Rate), less
the amount of any related Debt Service Reductions or
reductions in the amount of interest collectable from the
Mortgagor pursuant to the Relief Act or similar
legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date,
which Monthly Payments were delinquent as of the close of
business as of the related Determination Date and (2)
with respect to each Balloon Loan as to which the related
Balloon Payment was delinquent as of the close of
business on the related Determination Date, an amount
equal to the excess, if any, of interest (adjusted to the
Net Mortgage Rate) on the Stated Principal Balance of
such Balloon Loan over any interest (adjusted to the
Net Mortgage Rate) collected from the related Mortgagor
as of the close of business on such Determination Date
and allocable to the most recently ended calendar month;
(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 with
respect to any Loan Group in discharge of any such
Advance on a Mortgage Loan in the related Loan Group, or
(iii) make advances in the form of any combination of (i)
and (ii) aggregating the amount of such Advance; provided
that no Advance shall be made if it would be a
Nonrecoverable Advance. Any portion of the Amount Held
for Future Distribution so used with respect to any Loan
Group 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 in such Loan Group 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 related Certificateholders and 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)(iv) in respect of outstanding Advances
on any Distribution Date shall be allocated to specific
Monthly Payments on Mortgage Loans in the related Loan
Group 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, the Trustee
and the Certificate Insurer.
In the event that the Master Servicer
determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable
to deposit in the Certificate Account an amount equal to
the Advance required to be made for the immediately
succeeding Distribution Date, it shall give notice to the
Trustee and the Certificate Insurer of its inability to
advance (such notice may be given by telecopy), not later
than 3:00 P.M., New York time, on such Business Day,
specifying the portion of such amount that it will be
unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee
shall, unless by 12:00 Noon, New York time, on such day
the Trustee shall have been notified in writing (by
telecopy) that the Master Servicer shall have directly or
indirectly deposited in the Certificate Account such
portion of the amount of the Advance as to which the
Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01,
(a) terminate all of the rights and obligations of the
Master Servicer under this Agreement in accordance with
Section 7.01 and (b) subject to Section 7.01, 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.
The rights of the Holders of both the Class B-I
Certificates and Class B-II Certificates will be fully
subordinate to the rights of the Holders of all of the
Class A Certificates and Class R Certificates to the
extent of amounts otherwise distributable in respect of
the Class B Certificates on any Distribution Date, in
accordance with Section 4.02. However, the Certificate
Principal Balance of the Class B Certificates related to
either Loan Group will be reduced pursuant to this
Section only by Realized Losses on the Mortgage Loans in
the related Loan Group.
Prior to each Distribution Date, the Master
Servicer shall determine the total amount of Realized
Losses, if any, on the Mortgage Loans in each Loan Group
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, Excess Bankruptcy Losses,
Excess Fraud Losses or Extraordinary Losses, on the
Mortgage Loans in any Loan Group shall be allocated as
follows: first, to the related Class B-3 Certificates
until the Certificate Principal Balance thereof has been
reduced to zero; second, to the related Class B-2
Certificates until the Certificate Principal Balance
thereof has been reduced to zero; third, to the related
Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and,
thereafter, to the related Class A Certificates, the
related Excess Spread and, in the case of any such
Realized Losses on the Mortgage Loans in Loan Group I,
the Class R Certificates on a pro rata basis, as
described below. Any Excess Special Hazard Losses,
Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses on the Mortgage Loans in any Loan
Group will be allocated among the related Class A
Certificates, the related Excess Spread, the related
Class B Certificates and, in the case of any such
Realized Losses on the Mortgage Loans in Loan Group I,
the 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 or the related Excess Spread
means an allocation on a pro rata basis, among the
various Classes so specified and such 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 (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 of Class B Certificates then outstanding with
the highest numerical designation shall be made by
operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of
Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by
operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions
of Section 4.02(a). All Realized Losses and all other
losses allocated to a Class of Certificates hereunder
will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall
file information returns with respect to the receipt of
mortgage interest received in a trade or business, the
reports of foreclosures and abandonments of any Mortgaged
Property and the informational returns relating to
cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050H, 6050J and
6050P, respectively, of the Code, and deliver to the
Trustee an Officers' Certificate on or before March 31 of
each calendar 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 Loan, and all such security and documents, free
of any further obligation to the Trustee or the
Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master
Servicer shall continue to service any such Mortgage Loan
after the date of such purchase in accordance with the
terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such
Realized Loss in accordance with the terms hereof as if
such Mortgage Loan had not been so purchased. For
purposes of this Agreement, a payment of the Purchase
Price by the Master Servicer pursuant to this
Section 4.07 will be viewed as an advance and any
Realized Loss shall be recoverable pursuant to the
provisions for the recovery of advances as set forth
herein. For purposes of reports to Certificateholders
and the Certificate Insurer, any Mortgage Loan purchased
pursuant to this Section shall be treated as if it had
not been so purchased.
Section 4.08. The Policy.
(a) If pursuant to Section 4.04(a)(iv), the
Master Servicer determines that the Deficiency Amount for
such Distribution Date is greater than zero, the Trustee
shall complete the Notice and submit such Notice in
accordance with the Policy to the Insurer no later than
12:00 P.M., New York City time, on the Business Day
immediately preceding each Distribution Date, as a claim
for an Insured Payment in an amount equal to such
Deficiency Amount.
(b) The Trustee shall establish and maintain
the Insurance Account on behalf of the Holders of the
Class A Certificates and Class R Certificates. Upon
receipt of an Insured Payment from the Insurer on behalf
of the Holders of the Class A Certificates and Class R
Certificates, the Trustee shall deposit such Insured
Payment in the Insurance Account. All amounts on deposit
in the Insurance Account shall remain uninvested. On
each Distribution Date, the Trustee shall transfer any
Insured Payment then on deposit in the Insurance Account
to the Certificate Account. The Trustee shall distribute
on each Distribution Date the amount of the Insured
Payment for such Distribution Date from the Certificate
Account to the related Class A Certificates and, in the
case of Loan Group I, the Class R Certificates, on such
Distribution Date in accordance with the procedures set
forth in the first paragraph of Section 4.02(a), and in
the case of each such Class of Certificates the portion
of the Insured Payment distributable to the Holders
thereof shall be determined based on the amount of any
principal portion of any Realized Loss allocable to such
Class of Certificates (to the extent not covered by
amounts otherwise distributable on the Class B
Certificates related to the other Loan Group pursuant to
Section 4.02(a)(iii)) and any other shortfall that
otherwise would have been borne by such Class of
Certificates giving rise to the corresponding Deficiency
Amount.
(c) The Trustee shall (i) receive as attorney-
in-fact of each Holder of Class A Certificates or Class
R Certificates any Insured Payment from the Insurer and
(ii) distribute such Insured Payment to such Class A
Certificateholders and Class R Certificateholders as set
forth in subsection (b) above. Insured Payments
disbursed by the Trustee from proceeds of the Policy
shall not be considered payment by the Trust Fund with
respect to the Class A Certificates or Class R
Certificates, nor shall such disbursement of such Insured
Payments discharge the obligations of the Trust Fund with
respect to the amounts thereof, and the Certificate
Insurer shall become owner of such amounts to the extent
covered by such Insured Payments as the deemed assignee
of such Class A Certificateholders and Class R
Certificateholders. The Trustee hereby agrees on behalf
of each Class A Certificateholder and Class R
Certificateholder (and each such Certificateholder, by
its acceptance of its Certificates, hereby agrees) for
the benefit of the Certificate Insurer that the Trustee
shall recognize that to the extent the Certificate
Insurer makes Insured Payments, either directly or
indirectly (as by paying through the Trustee), to the
Class A Certificateholders or Class R Certificateholders,
the Certificate Insurer will be entitled to be subrogated
to the rights of the Class A Certificateholders or Class
R Certificateholders to the extent of such payments.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class B and Class R
Certificates, respectively, shall be substantially in the
forms set forth in Exhibits A, C and D and shall, on
original issue, be executed and delivered by the Trustee
to the Certificate Registrar for authentication and
delivery to or upon the order of the Company upon receipt
by the Trustee or one or more Custodians of the documents
specified in Section 2.01. The Certificates other than
the Class R Certificates shall be issuable in minimum
dollar denominations of $25,000 (or $250,000 in the case
of the Class B Certificates) and integral multiples of $1
(or $1,000 in the case of the Class B Certificates) in
excess thereof, except that one Certificate of each Class
of Class B 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 B1-I: $446,488.25 Class
B1-II: $375,622.41
Class B2-I: $260,800.00 Class
B2-II: $259,759.02
Class B3-I: $488,100.00 Class
B3-II: $346,345.37
The Class R Certificates shall be issuable in
minimum denominations of not less than a Percentage
Interest equal to 20%; provided, however, that one Class
R Certificate will be issuable to Residential Funding as
"tax matters person" pursuant to Section 10.01(c) in a
minimum denomination representing a Percentage Interest
of not less than 0.01%.
The Certificates shall be executed by manual or
facsimile signature on behalf of an authorized officer of
the Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were at any time
the proper officers of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the
authentication and delivery of such Certificate or did
not hold such offices at the date of such Certificates.
No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of
authentication substantially in the form provided for
herein executed by the Certificate Registrar by manual
signature, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the
date of their authentication.
(b) The Class A-I Certificates and Class A-II
Certificates shall initially be issued as one or more
Certificates registered in the name of the Depository or
its nominee and, except as provided below, registration
of such Certificates may not be transferred by the
Trustee except to another Depository that agrees to hold
such Certificates for the respective Certificate Owners
with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to
the Class A-I Certificates and Class A-II Certificates
through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership
Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the
procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each
Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms
for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Master Servicer and the
Company may for all purposes (including the making of
payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to
the respective Classes of Book-Entry Certificates for the
purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect
to the respective Classes of Book-Entry Certificates
shall be limited to those established by law and
agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing
such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder
of any Class of Book-Entry Certificates with respect to
any particular matter shall not be deemed inconsistent if
they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in
writing that the Depository is no longer willing or able
to properly discharge its responsibilities as Depository
and (B) the Company is unable to locate a qualified
successor or (ii) the Company at its option advises the
Trustee in writing that it elects to terminate the book-
entry system through the Depository, the Trustee shall
notify all Certificate Owners, through the Depository, of
the occurrence of any such event and of the availability
of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of
the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the
Depository for registration of transfer, the Trustee
shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of
$25,000, except that any beneficial ownership interest
that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the
issuance of a Definitive Certificate shall be issued in
a minimum denomination equal to the amount represented by
such beneficial ownership interest. Neither the Company,
the Master Servicer nor the Trustee shall be liable for
any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of
such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the
Company in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be
deemed to be imposed upon and performed by the Trustee,
and the Trustee and the Master Servicer shall recognize
the Holders of the Definitive Certificates as
Certificateholders hereunder.
Section 5.02. Registration of Transfer and
Exchange of Certificates.
(a) The Trustee shall cause to be kept at one
of the offices or agencies to be appointed by the Trustee
in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate
Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein
provided. The Certificate Registrar, or the Trustee,
shall provide the Master Servicer with a certified list
of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for registration of
transfer of any Certificate at any office or agency of
the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class B Certificate
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 otherwise provided in this
Section 5.02(d), and except for the transfer of a Class
B Certificate by an Affiliate of the Company to another
such Affiliate, in the event that a transfer of a Class
B Certificate is to be made (i) unless the Company
directs the Trustee otherwise, the Trustee shall require
a written Opinion of Counsel acceptable to and in form
and substance satisfactory to the Trustee and the Company
that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis
therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or
the Master Servicer, and (ii) the Trustee shall require
the transferee to execute a representation letter,
substantially in the form of Exhibit 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. In lieu of the requirements set
forth in the preceding sentence, transfers of Class B
Certificates may be made in accordance with this Section
5.02(d) if the prospective transferee of such a
Certificate provides the Trustee and the Master Servicer
with an investment letter substantially in the form of
Exhibit L attached hereto, which investment letter shall
not be an expense of the Trustee, the Company, or the
Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified
institutional buyer" as defined under Rule 144A, acting
for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and
(ii) is aware that the proposed transferror intends to
rely on the exemption from registration requirements
under the 1933 Act provided by Rule 144A. The Holder of
a Class B Certificate desiring to effect any transfer,
sale, pledge or other disposition shall, and does hereby
agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge
or other disposition is not so exempt or is not made in
accordance with such federal and state laws and this
Agreement.
(e) In the case of any Class B Certificate or
Class R Certificate presented for registration in the
name of an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), an investment
manager, a named fiduciary or a trustee of any such plan
or any other Person who is using "plan assets" of any
such plan to effect such acquisition, unless otherwise
directed by the Company, the Trustee shall require an
Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and
the Master Servicer to the effect that the purchase or
holding of a Class B Certificate or Class R Certificate
is permissible under applicable law, will not constitute
or result in any non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, and
will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this
Agreement or any other liability, which Opinion of
Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer. The Trustee may require
that any prospective transferee of a Class B Certificate
or Class R Certificate provide such certifications as the
Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose
name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the
Code, an investment manager, a named fiduciary or a
trustee of any such plan, or any other Person who is
using "plan assets" of any such plan to effect such
acquisition.
(f) (i) Each Person who has or who acquires
any Ownership Interest in a Class R Certificate shall be
deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee
or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to
negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any
Ownership Interest in a Class R Certificate are expressly
subject to the following provisions:
(A) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall
be a Permitted Transferee and shall promptly notify
the Trustee of any change or impending change in
its status as a United States Person or 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 United States Person and 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 United States Person or not a
Permitted Transferee, no Transfer of an Ownership
Interest in a Class R Certificate to such proposed
Transferee shall be effected.
(D) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall
agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person
attempts to transfer its Ownership Interest in a
Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate
to the Trustee in the form attached hereto as
Exhibit I-2.
(E) Each Person holding or acquiring an
Ownership Interest in a Class R Certificate, by
purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written
notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury
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" (as defined in Section 860E(e)(5) of the
Code) shall become a holder of a Class R Certificate,
then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall become
a holder of a Class R Certificate, then the last
preceding United States Person shall be restored, to the
extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a transfer
of a Class R Certificate is disregarded pursuant to the
provisions of Treasury regulations Section 1.860E-1 or
Section 1.860G-3, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by
law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer
of such Class R Certificate. The Trustee shall be under
no liability to any Person for any registration of
Transfer of a Class R Certificate that is in fact not
permitted by this Section 5.02(f) or for making any
payments due on such Certificate to the holder thereof or
for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become
a Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent
that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or
unenforceable, then the Master Servicer shall have the
right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master
Servicer on such terms as the Master Servicer may choose.
Such purported Transferee shall promptly endorse and
deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may
be the Master Servicer itself or any Affiliate of the
Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the
Master Servicer or its Affiliates), expenses and taxes
due, if any, will be remitted by the Master Servicer to
such purported Transferee. The terms and conditions of
any sale under this clause (iii)(B) shall be determined
in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having
an Ownership Interest in a Class R Certificate as a
result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the
Trustee, shall make available, upon written request from
the Trustee, all information necessary to compute any tax
imposed (A) as a result of the Transfer of an Ownership
Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information
regarding "excess inclusions" of such Class R Certificate
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) the written consent of the Certificate
Insurer and written notification from each Rating
Agency to the effect that the modification,
addition to or elimination of such provisions will
not cause such Rating Agency to downgrade its then-
current ratings, if any, of any Class of the Class
A, Class B or Class R Certificates below the lower
of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such
Rating Agency; and
(B) a certificate of the Master Servicer
stating that the Master Servicer has received an
Opinion of Counsel, 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 United States Person and a Permitted
Transferee.
(h) 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.
(i) All Certificates surrendered for transfer
and exchange shall be destroyed by the Certificate
Registrar.
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates.
If (i) any mutilated Certificate is surrendered
to the Certificate Registrar, or the Trustee and the
Certificate Registrar receive evidence to their
satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee
and the Certificate Registrar such security or indemnity
as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the
Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate
and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor, Class and Percentage Interest
but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this
Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee
and the Certificate Registrar) connected therewith. Any
duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for
registration of transfer, the Company, the Master
Servicer, the Certificate Insurer, the Trustee, the
Certificate Registrar and any agent of the Company, the
Master Servicer, the Certificate Insurer, the Trustee or
the Certificate Registrar may treat the Person in whose
name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes
whatsoever, except as and to the extent provided in the
definition of "Certificateholder, Section 1.01, or in
Section 4.08 and neither the Company, the Master
Servicer, the Certificate Insurer, 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(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the
purpose of making distributions to Certificateholders
pursuant to Section 4.02. In the event of any such
appointment, on or prior to each Distribution Date the
Master Servicer on behalf of the Trustee shall deposit or
cause to be deposited with the Paying Agent a sum
sufficient to make the payments to Certificateholders in
the amounts and in the manner provided for in Section
4.02, such sum to be held in trust for the benefit of
Certificateholders.
The Trustee shall cause each Paying Agent to
execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee that such
Paying Agent will hold all sums held by it for the
payment to Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible
Accounts to the extent such sums are not distributed to
the Certificateholders on the date of receipt by such
Paying Agent.
Section 5.06. Optional Purchase of
Certificates.
(a) On any Distribution Date on which the Pool
Stated Principal Balance is less than ten percent of the
Cut-off Date Principal Balance of the Mortgage Loans,
either the Master Servicer or the Company shall have the
right, at its option, to purchase the Certificates in
whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of the
Certificates plus the sum of one month's Accrued
Certificate Interest thereon and any previously unpaid
Accrued Certificate Interest.
(b) The Master Servicer or the Company, as
applicable, shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master
Servicer or the Company, as applicable, anticipates that
it will purchase the Certificates pursuant to Section
5.06(a). Notice of any such purchase, specifying the
Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given
promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy
to the Certificate Registrar, the Certificate Insurer and
each Rating Agency) mailed not earlier than the 15th day
and not later than the 25th day of the month next
preceding the month of such final distribution,
specifying:
(i) the anticipated Distribution Date
upon which purchase of the Certificates is
anticipated to be made upon presentation and
surrender of such Certificates at the office or
agency of the Trustee therein designated,
(ii) the purchase price therefor, if
known, and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not
applicable, payments being made only upon
presentation and surrender of the Certificates at
the office or agency of the Trustee therein
specified.
If either the Master Servicer or the Company gives the
notice specified above, the Master Servicer or the
Company, as applicable, shall deposit in the Certificate
Account before the Distribution Date on which the
purchase pursuant to Section 5.06(a) is to be made, in
immediately available funds, an amount equal to the
purchase price for the Certificates computed as provided
above.
(c) Upon presentation and surrender of the
Certificates to be purchased pursuant to Section 5.06(a)
by the Holders thereof, the Trustee shall distribute to
such Holders an amount equal to the outstanding
Certificate Principal Balance thereof plus the sum of one
month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with
respect thereto.
(d) In the event that any Certificateholders
do not surrender their Certificates on or before the
Distribution Date on which a purchase pursuant to this
Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account deposited
therein by the Master Servicer or the Company, as
applicable, pursuant to Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master
Servicer or the Company, as applicable, shall give a
second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase
price therefor. If within six months after the second
notice any Certificate shall not have been surrendered
for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company,
as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates.
The costs and expenses of maintaining the escrow account
and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within
nine months after the second notice any Certificates
shall not have been surrendered for cancellation in
accordance with this Section 5.06, the Trustee shall pay
to the Master Servicer or the Company, as applicable, all
amounts distributable to the Holders thereof and the
Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such
Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow
account or by the Master Servicer or the Company, as
applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that
is not surrendered on the Distribution Date on which a
purchase pursuant to this Section 5.06 occurs as provided
above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect
thereto except to receive the purchase price therefor
minus any costs and expenses associated with such escrow
account and notices allocated thereto. Any Certificates
so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.
The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date,
subject to any rights of the Certificate Insurer with
respect thereto.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master
Servicer.
The Company and the Master Servicer shall each
be liable in accordance herewith only to the extent of
the obligations specifically and respectively imposed
upon and undertaken by the Company and the Master
Servicer herein. By way of illustration and not
limitation, the Company is not liable for the servicing
and administration of the Mortgage Loans, nor is it
obligated by 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 (A) each Rating Agency's ratings, if any, of
the Class A, 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) and (B) each Rating Agency's "shadow"
rating of the Certificate Insurer in connection with the
issuance of such Certificates shall not be adversely
affected.
(c) Notwithstanding anything else in this
Section 6.02 and Section 6.04 to the contrary, the Master
Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the
Person accepting such assignment or delegation shall be
a Person which is qualified to service mortgage loans on
behalf of FNMA or FHLMC, is reasonably satisfactory to
the Trustee, the Certificate Insurer and the Company, is
willing to service the Mortgage Loans and executes and
delivers to the Company, the Certificate Insurer and the
Trustee an agreement, in form and substance reasonably
satisfactory to the Company, the Certificate Insurer and
the Trustee, which contains an assumption by such Person
of the due and punctual performance and observance of
each covenant and condition to be performed or observed
by the Master Servicer under this Agreement and the
Insurance Agreement; provided further that (A) 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) and (B) each Rating Agency's "shadow"
rating of the Certificate Insurer in connection with the
issuance of such Certificates shall not be adversely
affected. In the case of any such assignment and
delegation, the Master Servicer shall be released from
its obligations under this Agreement, except that the
Master Servicer shall remain liable for all liabilities
and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to
such assignment and delegation set forth in the next
preceding sentence.
Section 6.03. Limitation on Liability of the
Company, the Master Servicer
and Others.
Neither the Company, the Master Servicer nor
any of the directors, officers, employees or agents of
the Company or the Master Servicer shall be under any
liability to the Trust Fund or the Certificateholders for
any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this
provision shall not protect the Company, the Master
Servicer or any such Person against any breach of
warranties or representations made herein or any
liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the
Master Servicer and any director, officer, employee or
agent of the Company or the Master Servicer may rely in
good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting
any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of
the Company or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss,
liability or expense incurred in connection with any
legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and
any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer
shall be under any obligation to appear in, prosecute or
defend any legal or administrative action, proceeding,
hearing or examination that is not incidental to its
respective duties under this Agreement and which in its
opinion may involve it in any expense or liability;
provided, however, that the Company or the Master
Servicer may in its discretion undertake any such action,
proceeding, hearing or examination that it may deem
necessary or desirable in respect to this Agreement and
the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Company and the
Master Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided by
Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and
costs shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in
the same manner as if such expenses and costs constituted
a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not
to Resign.
Subject to the provisions of Section 6.02,
neither the Company nor the Master Servicer shall resign
from its respective obligations and duties hereby imposed
on it except upon determination that its duties hereunder
are no longer permissible under applicable law. Any such
determination permitting the resignation of the Company
or the Master Servicer shall be evidenced by an Opinion
of Counsel to such effect delivered to the Trustee and
the Certificate Insurer. No such resignation by the
Master Servicer shall become effective until the Trustee
or a successor servicer reasonably acceptable to the
Certificate Insurer shall have assumed the Master
Servicer's responsibilities and obligations in accordance
with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means
any one of the following events (whatever reason for such
Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or
governmental body):
(i) the Master Servicer shall fail to
distribute or cause to be distributed to Holders of
Certificates of any Class any distribution required
to be made under the terms of the Certificates of
such Class and this Agreement and, in either case,
such failure shall continue unremedied for a period
of 5 days after the date upon which written notice
of such failure, requiring such failure to be
remedied, shall have been given to the Master
Servicer by the Trustee, the Certificate Insurer or
the Company or to the Master Servicer, the Company
and the Trustee by the Holders of Certificates of
such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe
or perform in any material respect any other of the
covenants or agreements on the part of the Master
Servicer contained in the Certificates of any Class
or in this Agreement and such failure shall
continue unremedied for a period of 30 days (except
that such number of days shall be 15 in the case of
a failure to pay the premium for any Required
Insurance Policy) after the date on which written
notice of such failure, requiring the same to be
remedied, shall have been given to the Master
Servicer by the Trustee, the Certificate Insurer or
the Company, or to the Master Servicer, the Company
and the Trustee by the Holders of Certificates of
any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or
agency or supervisory authority having jurisdiction
in the premises in an involuntary case under any
present or future federal or state bankruptcy,
insolvency or similar law or appointing a
conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or
for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer
and such decree or order shall have remained in
force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar
proceedings of, or relating to, the Master Servicer
or of, or relating to, all or substantially all of
the property of the Master Servicer; or
(v) the Master Servicer shall admit in
writing its inability to pay its debts generally as
they become due, file a petition to take advantage
of, or commence a voluntary case under, any
applicable insolvency or reorganization statute,
make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the
Trustee pursuant to Section 4.04(b) that it is
unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses
(i)-(v) of this Section shall occur, then, and in each
and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the
Trustee may, with the prior written consent of the
Certificate Insurer (unless an Insurer Default is
continuing), and shall, at the direction of
the Certificate Insurer (unless an Insurer Default is
continuing) or of the Holders of Certificates entitled to
at least 51% of the Voting Rights (with the prior written
consent of the Certificate Insurer, unless an Insurer
Default is continuing), by notice to the Master Servicer
(and to the Company and the Certificate Insurer if given
by the Trustee or to the Trustee and the Certificate
Insurer if given by the Company), terminate all of the
rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a
Certificateholder hereunder; provided, however, that
unless an Insurer Default is continuing the successor to
the Master Servicer appointed pursuant to Section 7.02
shall be acceptable to the Certificate Insurer and shall
have accepted the duties of Master Servicer effective
upon the resignation of the Master Servicer. If an Event
of Default described in clause (vi) hereof shall occur,
the Trustee shall immediately notify the Certificate
Insurer. Upon receipt of such notification, the
Certificate Insurer may, in its sole discretion, deposit
with the Trustee for deposit into the Certificate Account
an amount equal to the Advance referred to in clause (vi)
hereof. If the Certificate Insurer does not make such
deposit by 11:00 A.M. New York time on the relevent
Distribution Date, the Trustee shall, by notice to the
Master Servicer, the Company and the Certificate Insurer,
immediately terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder as provided
in Section 4.04(b). If the Certificate Insurer makes
such deposit as provided above, the Trustee may, with the
prior written consent of the Certificate Insurer, and the
Trustee shall, at the direction of the Certificate
Insurer, by notice to the Master Servicer and the
Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder
hereunder as provided in Section 4.04(b). On or after
the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section
7.02 pass to and be vested in the Trustee or the
Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the
Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or
accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's responsibilities and
rights hereunder, including, without limitation, the
transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at
the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall
release the Master Servicer for any liability that it
would otherwise have hereunder for any act or omission
prior to the effective time of such termination.
Notwithstanding any termination of the
activities of Residential Funding in its capacity as
Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a
Monthly Payment on a Mortgage Loan which was due prior to
the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received
after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections
3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee
in respect thereof, and any other amounts payable to
Residential Funding hereunder the entitlement to which
arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding
as Master Servicer hereunder the Company shall deliver to
the Trustee a copy of the Program Guide and upon request
of the Certificate Insurer, a copy of the Program Guide
to the Certificate Insurer.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer
receives a notice of termination pursuant to Section 7.01
or resigns in accordance with Section 6.04, the
Certificate Insurer may appoint a successor Master
Servicer and if the Certificate Insurer fails to do so
within 30 days, the Trustee or, upon notice to the
Certificate Insurer and the Company and with the
Company's and the Certificate Insurer's consent (which
shall not be unreasonably withheld) a designee (which
meets the standards set forth below) of the Trustee,
shall be the successor in all respects to the Master
Servicer in its capacity as servicer under this Agreement
and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and
liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its
obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the
investment of funds in the Custodial Account or the
Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or
responsibilities caused by the preceding Master
Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee
shall be entitled to all funds relating to the Mortgage
Loans which the Master Servicer would have been entitled
to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act
hereunder and, in addition, shall be entitled to the
income from any Permitted Investments made with amounts
attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has
become the successor to the Master Servicer in accordance
with Section 6.04 or Section 7.01, then notwithstanding
the above, the Certificate Insurer may appoint a
successor Master Servicer and if the Certificate Insurer
fails to do so within 30 days, the Trustee may, if it
shall be unwilling to so act, or shall, if it is unable
to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-
approved mortgage servicing institution, having a net
worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Pending appointment of
a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as it
and such successor shall agree; provided, however, that
no such compensation shall be in excess of that permitted
the initial Master Servicer hereunder. The Company, the
Trustee, the Custodian and such successor shall take such
action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. The
Servicing Fee for any successor Master Servicer appointed
pursuant to this Section 7.02 will be lowered with
respect to those Mortgage Loans, if any, where the
Subservicing Fee accrues at a rate of less than 0.20% per
annum in the event that the successor Master Servicer is
not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate
of 0.20% per annum in order to hire a Subservicer with
respect to such Mortgage Loans.
Section 7.03. Notification to
Certificateholders.
(a) Upon any such termination or appointment
of a successor to the Master Servicer, the Trustee shall
give prompt written notice thereof to the
Certificateholders at their respective addresses
appearing in the Certificate Register and to the
Certificate Insurer.
(b) Within 60 days after the occurrence of any
Event of Default, the Trustee shall transmit by mail to
all Holders of Certificates and to the Certificate
Insurer notice of each such Event of Default hereunder
known to the Trustee, unless such Event of Default shall
have been cured or waived as provided in Section 7.04
hereof.
Section 7.04. Waiver of Events of Default.
The Certificate Insurer or the Holders
representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default
hereunder may waive any default or Event of Default (with
the written consent of the Certificate Insurer, which
consent shall not be unreasonably withheld); provided,
however, that (a) a default or Event of Default under
clause (i) of Section 7.01 may be waived, with the
written consent of the Certificate Insurer, only by all
of the Holders of Certificates affected by such default
or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or
(iii). Upon any such waiver of a default or Event of
Default by the Certificate Insurer or the Holders
representing the requisite percentage of Voting Rights of
Certificates affected by such default or Event of Default
(with the consent of the Certificate Insurer, which
consent shall not be unreasonably withheld), such default
or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder.
No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right
consequent thereon except to the extent expressly so
waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has
occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent investor
would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all
resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall
examine them to determine whether they conform to the
requirements of this Agreement. The Trustee shall notify
the Certificate Insurer and the Certificateholders of any
such documents which do not materially conform to the
requirements of this Agreement in the event that the
Trustee, after so requesting, does not receive
satisfactorily corrected documents.
The Trustee shall forward or cause to be
forwarded in a timely fashion the notices, reports and
statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The
Trustee shall furnish in a timely fashion to the Master
Servicer such information as the Master Servicer may
reasonably request from time to time for the Master
Servicer to fulfill its duties as set forth in this
Agreement and the Trustee shall furnish in a timely
fashion to the Certificate Insurer such information as
the Certificate Insurer may reasonably request from time
to time for the Certificate Insurer to protect its
interests and to fulfill its duties as set forth in the
Policy. The Trustee covenants and agrees that it shall
perform its obligations hereunder in a manner so as to
maintain the status of the Trust Fund as a REMIC under
the REMIC Provisions and to prevent the imposition of any
federal, state or local income, prohibited transaction,
contribution or other tax on the Trust Fund to the extent
that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be
construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or waiver of all such
Events of Default which may have occurred, the
duties and obligations of the Trustee shall be
determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations
as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into
this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the
opinions expressed therein, upon any certificates
or opinions furnished to the Trustee by the Company
or the Master Servicer and which on their face, do
not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally
liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Trustee shall not be personally
liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in
accordance with the direction of the Certificate
Insurer or the 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 Certificate Insurer,
the Company or any Certificateholder; and
(v) Except to the extent provided in Section
7.02, no provision in this Agreement shall require
the Trustee to expend or risk its own funds
(including, without limitation, the making of any
Advance) or otherwise incur any personal financial
liability in the performance of any of its duties
as Trustee hereunder (including, without
limitation, the enforcement of the Policy), or in
the exercise of any of its rights or powers, if the
Trustee shall have reasonable grounds for believing
that repayment of funds or adequate indemnity
against such risk or liability is not reasonably
assured to it.
(d) The Trustee shall timely pay, from its own
funds, the amount of any and all federal, state and local
taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A)
"prohibited transaction" penalty taxes as defined in
Section 860F of the Code, if, when and as the same shall
be due and payable, (B) any tax on contributions to a
REMIC after the Closing Date imposed by Section 860G(d)
of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of
the Code, but only if such taxes arise out of a breach by
the Trustee of its obligations hereunder, which breach
constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the
Trustee.
(a) Except as otherwise provided in Section
8.01:
(i) The Trustee may rely and shall be
protected in acting or refraining from acting upon
any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement,
instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have
been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel
and any Opinion of Counsel shall be full and
complete authorization and protection in respect of
any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such
Opinion of Counsel;
(iii) The Trustee shall be under no
obligation to exercise any of the trusts or powers
vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction
of any of the Certificateholders or the Certificate
Insurer, pursuant to the provisions of this
Agreement, unless such Certificateholders or the
Certificate Insurer shall have offered to the
Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may be
incurred therein or thereby and the Certificate
Insurer shall have given its consent; nothing
contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of
an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of
care and skill in their exercise as a prudent
investor would exercise or use under the
circumstances in the conduct of such investor's own
affairs;
(iv) The Trustee shall not be personally
liable for any action taken, suffered or omitted by
it in good faith and believed by it to be
authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event
of Default hereunder and after the curing of any
Events of Default which may have occurred, the
Trustee shall not be bound to make any
investigation into the facts or matters stated in
any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless
requested in writing so to do by the Certificate
Insurer or Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests
aggregating not less than 50% with the written
consent of the Certificate Insurer; provided,
however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of
the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense
of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the
Certificateholder or the Certificate Insurer
requesting the investigation;
(vi) The Trustee may execute any of the
trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents
or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys;
and
(vii) To the extent authorized under
the Code and the regulations promulgated
thereunder, each Holder of a Class R Certificate
hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of
signing any Tax Returns required to be filed on
behalf of the Trust Fund. The Trustee shall sign
on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns
prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined
by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the
Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the
Certificates, the Trustee shall not accept any
contribution of assets to the Trust Fund unless it shall
have obtained or been furnished with an Opinion of
Counsel to the effect that such contribution will not (i)
cause the Trust Fund to fail to qualify as a REMIC at any
time that any Certificates are outstanding or (ii) cause
the Trust Fund to be subject to any federal tax as a
result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed
under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the
Certificates (other than the execution of the
Certificates and relating to the acceptance and receipt
of the Mortgage Loans) shall be taken as the statements
of the Company or the Master Servicer as the case may be,
and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the
Certificates (except that the Certificates shall be duly
and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related
document. Except as otherwise provided herein, the
Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any
of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of
the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the
Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other
capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay
Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees
to pay to the Trustee and any co-trustee from time to
time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all
services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance
of any of the powers and duties hereunder of the Trustee
and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for
all reasonable expenses, disbursements and advances
incurred or made by the Trustee or any co-trustee in
accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not
regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the
appointment of an office or agency pursuant to Section
8.12) except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify
the Trustee for, and to hold the Trustee harmless
against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out
of, or in connection with, the acceptance and
administration of the Trust Fund, including the costs and
expenses (including reasonable legal fees and expenses)
of defending itself against any claim in connection with
the exercise or performance of any of its powers or
duties under this Agreement, provided that:
(i) with respect to any such claim, the
Trustee shall have given the Master Servicer
written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its
own defense, the Trustee shall cooperate and
consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in
this Agreement to the contrary, the Master Servicer
shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent
of the Master Servicer which consent shall not be
unreasonably withheld.
No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the
Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the
indemnification provided by the Master Servicer in this
Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and
expenses of defending itself against any claim, incurred
in connection with any actions taken by the Trustee at
the direction of Certificateholders pursuant to the terms
of this Agreement.
Section 8.06. Eligibility Requirements for
Trustee.
The Trustee hereunder shall at all times be a
New York banking corporation or a national banking
association having its principal office in a state and
city acceptable to the Company and the Certificate
Insurer and organized and doing business under the laws
of such state or the United States of America, authorized
under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or
national banking association publishes reports of
condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set
forth in its most recent report of condition so
published. In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the
Trustee.
(a) The Trustee may at any time resign and be
discharged from the trusts hereby created by giving
written notice thereof to the Company and the Certificate
Insurer. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee
acceptable to the Certificate Insurer by written
instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Trustee and one copy
to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment
within 30 days after the giving of such notice of
resignation, then the Certificate Insurer may appoint a
successor trustee and if the Certificate Insurer fails to
do so within 30 days, the resigning Trustee may petition
any court of competent jurisdiction for the appointment
of a successor trustee.
(b) If at any time the Trustee shall cease to
be eligible in accordance with the provisions of Section
8.06 and shall fail to resign after written request
therefor by the Certificate Insurer or the Company with
the consent of the Certificate Insurer, which consent
shall not be unreasonably withheld, or if at any time the
Trustee shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the
Certificate Insurer or the Company with the consent of
the Certificate Insurer, which consent shall not be
unreasonably withheld, may remove the Trustee and appoint
a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
In addition, in the event that the Certificate Insurer or
the Company determines that the Trustee has failed (i) to
make a claim available under the Policy or failed to
distribute or cause to be distributed to
Certificateholders any amount required to be distributed
hereunder (including, without limitation, any Insured
Payment), if such amount is held by the Trustee or its
Paying Agent (other than the Master Servicer or the
Company) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants,
agreements or obligations hereunder, and such failure
shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of
clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied,
shall have been given to the Trustee by the Company or
the Certificate Insurer, then the Certificate Insurer or
the Company with the consent of the Certificate Insurer,
which consent shall not be unreasonably withheld, may
remove the Trustee and appoint a successor trustee by
written instrument delivered as provided in the preceding
sentence. In connection with the appointment of a
successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such
appointment becomes effective, obtain from each Rating
Agency written confirmation that the appointment of any
such successor trustee will not result in the reduction
of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such
Certificates.
(c) During the continuance of an Insurer
Default, the Holders of Certificates entitled to at least
51% of the Voting Rights may at any time remove the
Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to
the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee
and appointment of a successor trustee pursuant to any of
the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee
as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and
deliver to the Company and the Certificate Insurer and to
its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee shall become effective
and such successor trustee shall become effective and
such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to
the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than
any Mortgage Files at the time held by a Custodian, which
shall become the agent of any successor trustee
hereunder), and the Company, the Master Servicer and the
predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be
required for more fully and certainly vesting and
confirming in the successor trustee all such rights,
powers, duties and obligations.
(b) No successor trustee shall accept
appointment as provided in this Section unless at the
time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a
successor trustee as provided in this Section, the
Company shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the
Company fails to mail such notice within 10 days after
acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at
the expense of the Company.
Section 8.09. Merger or Consolidation of
Trustee.
Any corporation or national banking association
into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation or
national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be
a party, or any corporation or national banking
association succeeding to the business of the Trustee,
shall be the successor of the Trustee hereunder, provided
such corporation or national banking association shall be
eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. The Trustee shall mail
notice of any such merger or consolidation to the
Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or
Separate Trustee.
(a) Notwithstanding any other provisions
hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time
be located, the Master Servicer and the Trustee acting
jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-
trustees, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights
and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, or in case
an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-
trustee or separate trustee pursuant to this Section 8.10
all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee, and such
separate trustee or co-trustee jointly, except to the
extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether
as Trustee hereunder or as successor to the Master
Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given
to the Trustee shall be deemed to have been given to each
of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this
Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all
the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed
with the Trustee.
(d) Any separate trustee or co-trustee may, at
any time, constitute the Trustee, its agent or attorney-
in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become
incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master
Servicer, the Certificate Insurer and the Company,
appoint one or more Custodians who are not Affiliates of
the Company, the Master Servicer or any Seller to hold
all or a portion of the Mortgage Files as agent for the
Trustee, by entering into a Custodial Agreement. Subject
to Article VIII, the Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for
the benefit of the Certificateholders. Each Custodian
shall be a depository institution subject to supervision
by federal or state authority, shall have a combined
capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it
holds any Mortgage File. Each Custodial Agreement may be
amended only as provided in Section 11.01. The Trustee
shall notify the Certificateholders of the appointment of
any Custodian (other than the Custodian appointed as of
the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or
Agency.
The Trustee will maintain an office or agency
in the City of New York where Certificates may be
surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at
Four Albany Street, New York, New York 10006 for the
purpose of keeping the Certificate Register. The Trustee
will maintain an office at the address stated in Section
11.05(c) hereof where notices and demands to or upon the
Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by
the Master Servicer or the
Company or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.02, the respective
obligations and responsibilities of the Company, the
Master Servicer and the Trustee created hereby in respect
of the Certificates (other than the obligation of the
Trustee to make certain payments after the Final
Distribution Date to Certificateholders and the
obligation of the Company to send certain notices as
hereinafter set forth) shall terminate upon the last
action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following
the earlier of:
(i) the later of the final payment or
other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer
or the Company of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan
remaining in the Trust Fund 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 appraised value
of the related underlying property of such Mortgage
Loan with respect to Mortgage Loans as to which
title has been acquired, (net of any unreimbursed
Advances attributable to principal) on the day of
repurchase plus accrued interest thereon at the Net
Mortgage Rate to, but not including, the first day
of the month in which such repurchase price is
distributed, plus any amounts due to the
Certificate Insurer under the Insurance Agreement
provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21
years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St.
James, living on the date hereof and provided
further that the purchase price set forth above
shall be increased as is necessary, as determined
by the Master Servicer, to avoid disqualification
of the Trust Fund as a REMIC.
The right of the Master Servicer or the Company
to purchase all the assets of the Trust Fund pursuant to
clause (ii) above is conditioned upon the Pool Stated
Principal Balance as of the Final Distribution Date being
less than ten percent of the Cut-off Date Principal
Balance of the Mortgage Loans. If such right is
exercised by the Master Servicer, the Master Servicer
shall be deemed to have been reimbursed for the full
amount of any unreimbursed Advances theretofore made by
it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall
provide to the Trustee the certification required by
Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release
to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to the Mortgage Loans being
purchased. No purchase pursuant to clause (ii) shall be
permitted if it would result in a draw on the Policy
unless the Insurer consents to such purchase.
(b) The Master Servicer or, in the case of a
final distribution as a result of the exercise by the
Company of its right to purchase the assets of the Trust
Fund, the Company, shall give the Trustee and the
Certificate Insurer not less than 60 days' prior notice
of the Distribution Date on which the Master Servicer or
the Company, as applicable, anticipates that the final
distribution will be made to Certificateholders (whether
as a result of the exercise by the Master Servicer or the
Company of its right to purchase the assets of the Trust
Fund or otherwise). Notice of any termination,
specifying the anticipated Final Distribution Date (which
shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender
their Certificates to the Trustee for payment of the
final distribution and cancellation, shall be given
promptly by the Master Servicer or the Company, as
applicable (if it is exercising its right to purchase the
assets of the Trust Fund), or by the Trustee (in any
other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day
of the month next preceding the month of such final
distribution specifying:
(i) the anticipated Final
Distribution Date upon which final payment of the
Certificates is anticipated to be made upon
presentation and surrender of Certificates at the
office or agency of the Trustee therein designated,
(ii) the amount of any such final
payment, if known, and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not
applicable, payments being made only upon
presentation and surrender of the Certificates at
the office or agency of the Trustee therein
specified.
If the Master Servicer or the Company, as applicable, is
obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate
Registrar at the time such notice is given to
Certificateholders. In the event such notice is given by
the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the
Certificate Account before the Final Distribution Date in
immediately available funds an amount equal to the
purchase price for the assets of the Trust Fund computed
as above provided.
(c) Upon presentation and surrender of the
Certificates by the Certificateholders, the Trustee shall
distribute to the Certificateholders and to the
Certificate Insurer (i) the amount otherwise
distributable on such Distribution Date, if not in
connection with the Master Servicer's or the Company's
election to repurchase, or (ii) if the Master Servicer or
the Company elected to so repurchase, an amount
determined as follows: (A) with respect to each
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), (B)
with respect to the Class R Certificates, any excess of
the amounts available for distribution (including the
repurchase price specified in clause (ii) of subsection
(a) of this Section) over the total amount distributed
under the immediately preceding clause (A) and (C) with
respect to the Certificate Insurer, any amounts owed to
it pursuant to the Insurance Agreement.
(d) In the event that any Certificateholders
shall not surrender their Certificates for final payment
and cancellation on or before the Final Distribution
Date, the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate
escrow account for the benefit of such
Certificateholders, and the Master Servicer or the
Company, as applicable (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee
(in any other case) shall give a second written notice to
the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final
distribution with respect thereto. If within six months
after the second notice any Certificate shall not have
been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer or
the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the
escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow
account. If within nine months after the second notice
any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts
distributable to the holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No
interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow
account or by the Master Servicer or the Company, as
applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01 and the
Certificateholders shall look only to the Master Servicer
for such payment.
Section 9.02. Additional Termination
Requirements.
(a) The Trust Fund shall be terminated in
accordance with the following additional requirements,
unless the Trustee and the Master Servicer have received
an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Certificate Insurer)
to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 9.02 will
not (i) result in the imposition on the Trust Fund of
taxes on "prohibited transactions," as described in
Section 860F of the Code, or (ii) cause the Trust Fund to
fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish
a 90-day liquidation period for the Trust Fund, and
specify the first day of such period in a statement
attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1.
The Master Servicer also shall satisfy all of the
requirements of a qualified liquidation for the
Trust Fund under Section 860F of the Code and
regulations thereunder;
(ii) The Master Servicer shall notify the
Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of
making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all
of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii) If the Master Servicer is
exercising its right to purchase the assets of the
Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(b) Each Holder of a Certificate and the
Trustee hereby irrevocably approves and appoints the
Master Servicer as its attorney-in-fact to specify the
first day of the 90-day liquidation period on the Trust
Fund's Final Tax Return in accordance with the terms and
conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The Master Servicer shall make an election
to treat the Trust Fund as a REMIC under the Code and, if
necessary, under applicable state law. Such election
will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on
the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC
election in respect of the Trust Fund, the Class A
Certificates and Class B Certificates and the
Uncertificated REMIC Regular Interests 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 Master
Servicer 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 REMIC within the meaning of
Section 860G(a)(9) of the Code.
(c) Residential Funding shall hold a Class R
Certificate representing not less than a 0.01% Percentage
Interest of all 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
Residential Funding 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 Residential Funding's willful
misfeasance, bad faith or gross negligence.
(d) The Master Servicer shall prepare or cause
to be prepared all of the Tax Returns that it determines
are required with respect to the REMIC 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 Master Servicer without any right of
reimbursement therefor. The Master Servicer 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
Master Servicer with such information as the Master
Servicer may from time to time request for the purpose of
enabling the Master Servicer to prepare Tax Returns.
(e) The Master Servicer 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 shall take such
actions and shall cause the REMIC to take such actions as
are reasonably within the Master Servicer's control and
the scope of its duties more specifically set forth
herein as shall be necessary to maintain the status
thereof as a REMIC under the REMIC Provisions (and the
Trustee shall assist the Master Servicer, to the extent
reasonably requested by the Master Servicer to do so).
The Master Servicer shall not knowingly or intentionally
take any action, cause the REMIC to take any action or
fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties
more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of the Trust Fund 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, an
"Adverse REMIC Event") unless the Master Servicer
receives 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 determines
that taking such action is in the best interest of the
Trust Fund and the Certificateholders, at the expense of
the Trust Fund, but in no event at the expense of the
Master Servicer or the Trustee) to the effect that the
contemplated action will not, with respect to the REMIC,
endanger such status or, unless the Master Servicer
determines in its sole discretion to indemnify the Trust
Fund against such tax, result in the imposition of such
a tax. The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which
the Master Servicer 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 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 has advised it in writing that an Adverse
REMIC Event could occur. The Master Servicer 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. 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 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 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 Agreement, 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 the Master
Servicer and the Trustee shall have received an Opinion
of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of
such assets in the REMIC will not cause the Trust Fund to
fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any
tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the
Trustee shall enter into any arrangement by which the
REMIC will receive a fee or other compensation for
services nor permit the REMIC to receive any income from
assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments"
as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, the "latest
possible maturity date" by which the Certificate
Principal Balance of each Class of Certificates
representing a regular interest in the REMIC would be
reduced to zero is October 25, 2024, which is the
Distribution Date immediately following the latest
scheduled maturity of any Mortgage Loan. The Maturity
Date for each Uncertificated REMIC Regular Interest is
the Distribution Date related to the maturity date for
the related Mortgage Loan.
(l) Within 30 days after the Closing Date, the
Master Servicer shall prepare and file with the Internal
Revenue Service Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMIC) and Issuers
of Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master
Servicer shall sell, dispose of or substitute for any of
the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the REMIC, (iii) the
termination of the REMIC pursuant to Article IX of this
Agreement or (iv) a purchase of Mortgage Loans pursuant
to Article II or III of this Agreement) or acquire any
assets for the REMIC, sell or dispose of any investments
in the Custodial Account or the Certificate Account for
gain, or accept any contributions to the REMIC after the
Closing Date unless it has received an Opinion of Counsel
that such sale, disposition, substitution or acquisition
will not (a) affect adversely the status of the 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.
(n) If Residential Funding is no longer the
Master Servicer hereunder, Residential Funding shall be
paid reasonable compensation by any successor Master
Servicer for performing its obligations under this
section.
(o) Upon notice to the Trustee from
Residential Funding that Residential Funding is no longer
able to perform its obligations under this section, the
Trustee shall perform or cause such obligations to be
performed and shall be paid reasonable compensation by
the Master Servicer for performing such obligations.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust
Fund, the Company and the Master Servicer for any taxes
and costs including, without limitation, any reasonable
attorneys fees imposed on or incurred by the Trust Funds,
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 Master Servicer agrees to indemnify
the Trust Fund, the Company and the Trustee for any taxes
and costs (including, without limitation, any reasonable
attorneys' fees) imposed on or incurred by Trust Funds,
the Company or the Trustee, as a result of a breach of
the Master Servicer's covenants set forth in this Article
X or in Article III with respect to compliance with the
REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain
errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement
may be amended from time to time by the Company, the
Master Servicer and the Trustee, with the consent of the
Certificate Insurer, but without the consent of any of
the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions
herein or therein, which may be inconsistent with
any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any
of its provisions to such extent as shall be
necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all
times that any Certificate is outstanding or to
avoid or minimize the risk of the imposition of any
tax on the Trust Fund pursuant to the Code that
would be a claim against the Trust Fund, provided
that the Trustee has received an Opinion of Counsel
to the effect that (A) such action is necessary or
desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any
such tax and (B) such action will not adversely
affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of
deposits into the Custodial Account or the
Certificate Account or to change the name in which
the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in
no event be later than the related Distribution
Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any
material respect the interests of any
Certificateholder and (C) such change shall not
result in a reduction of the rating assigned to any
Class of Certificates below the lower of the then-
current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced
by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the
provisions of Section 5.02(f) or any other
provision hereof restricting transfer of the Class
R Certificates by virtue of their being the
"residual interests" in the Trust Fund provided
that (A) such change shall not result in reduction
of the rating assigned to any such Class of
Certificates below the lower of the then-current
rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter
from each Rating Agency to such effect, and (B)
such change shall not, as evidenced by an Opinion
of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions), cause
the Trust Fund or any of the Certificateholders
(other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that
is not a Permitted Transferee, or
(vi) to make any other provisions with respect
to matters or questions arising under this
Agreement or such Custodial Agreement which shall
not be materially inconsistent with the provisions
of this Agreement, provided that such action shall
not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the
interests of any Certificateholder.
(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
Certificate Insurer and the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no
such amendment shall:
(i) reduce in any manner the amount of,
or delay the timing of, payments which are required
to be distributed on any Certificate without the
consent of the Holder of such Certificate,
(ii) adversely affect in any material
respect the interest of the Holders of Certificates
of any Class in a manner other than as described in
clause (i) hereof without the consent of Holders of
Certificates of such Class evidencing, as to such
Class, Percentage Interests aggregating not less
than 66%, or
(iii) reduce the aforesaid percentage
of Certificates of any Class the Holders of which
are required to consent to any such amendment, in
any such case without the consent of the Holders of
all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of
this Agreement, the Trustee shall not consent to any
amendment to this Agreement unless it shall have first
received an Opinion of Counsel (at the expense of the
party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the
Master Servicer, the Company or the Trustee in accordance
with such amendment will not result in the imposition of
a federal tax on the Trust Fund or cause the Trust Fund
to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Promptly after the execution of any such
amendment the Trustee shall furnish written notification
of the substance of such amendment to each
Certificateholder. It shall not be necessary for the
consent of Certificateholders under this Section 11.01 to
approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trustee may
prescribe.
(e) The Company shall have the option, in its
sole discretion, to obtain and deliver to the Trustee any
corporate guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any combination
of the foregoing, for the purpose of protecting the
Holders of the Class 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, as the case may be, to the
Company or any successor, all within the meaning of
proposed Treasury regulations Section 1.860G-1(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 and the Certificate Insurer but without
the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being
required unless any such amendment would impose any
additional obligation on, or otherwise adversely affect
the interests of the Class A Certificateholders, the
Class R Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company obtains
an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that any such
amendment will not cause (a) any federal tax to be
imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions
after the startup date" under Section 860G(d)(1) of the
Code and (b) the Trust Fund to fail to qualify as a REMIC
at any time that any Certificate is outstanding. In the
event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors
Acceptance Corporation, the Company may elect that the
text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit 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 the
Certificate Insurer or Holders of Certificates entitled
to at least 25% of the Voting Rights), but only upon
direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially
affects the interests of the Certificateholders.
(b) For the purpose of facilitating the
recordation of this Agreement as herein provided and for
other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same
instrument.
Section 11.03. Limitation on Rights of
Certificateholders.
(a) The death or incapacity of any
Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or proceeding
in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right
to vote (except as expressly provided herein) or in any
manner otherwise control the operation and management of
the Trust Fund, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as
partners or members of an association; nor shall any
Certificateholder be under any liability to any third
person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right
by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee and the
Certificate Insurer a written notice of default and of
the continuance thereof, as hereinbefore provided and
such default would not result in a claim under the
Policy, and unless also the Holders of Certificates of
any Class evidencing in the aggregate not less than 25%
of the related Percentage Interests of such Class, shall
have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or
thereby and the Certificate Insurer shall have given its
written consent, and the Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such
action, suit or proceeding it being understood and
intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and
the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever
by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any
other of such Certificates of such Class or any other
Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any
right under this Agreement, except in the manner herein
provided and for the common benefit of Certificateholders
of such Class or all Classes, as the case may be. For
the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given
either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be
governed by and construed in accordance with the laws of
the State of New York and the obligations, rights and
remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when
received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 700, Minneapolis,
Minnesota 55437, Attention: President, or such other
address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b)
in the case of the Master Servicer, 10 Universal City
Plaza, Suite 2100, Universal City, California 91608,
Attention: Investor Relations, Series 1995-KS3, or such
other address as may be hereafter furnished to the
Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, Four Albany
Street, New York, New York 10006, Attention: Residential
Asset Securities Corporation, Series 1995-KS3, or such
other address as may hereafter be furnished to the
Company and the Master Servicer in writing by the
Trustee, (d) in the case of Moody's, 99 Church Street,
4th Floor, New York, New York 10007, Attention:
Residential Mortgage Pass-Through Monitoring, or such
other address as may hereafter be furnished to the
Company, the Trustee and the Master Servicer in writing
by Moody's, (e) in the case of Standard & Poor's, 26
Broadway, 15th Floor, New York, New York 10004,
Attention: Mortgage Surveillance, or such other address
as may be hereafter furnished to the Company, Trustee and
Master Servicer in writing by Standard & Poor's, (f) in
the case of the Certificate Insurer, 113 King Street,
Armonk, New York 10504, Attention: Insured Portfolio
Management-Structured Finance (IPM-SF), or such other
address as may be hereafter furnished in writing by the
Certificate Insurer and (g) in the case of the
Underwriter, 245 Park Avenue, New York, New York 10167,
Attention: Mortgage Finance, or such other address as may
be hereafter furnished to the Company, Trustee, and
Master Servicer by the Underwriter. Any notice required
or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate
Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency and
the Certificate Insurer.
The Company, the Master Servicer or the
Trustee, as applicable, shall notify each Rating Agency,
the Certificate Insurer and each Subservicer at such time
as it is otherwise required pursuant to this Agreement to
give notice of the occurrence of, any of the events
described in clause (a), (b), (c), (d), (g), (h), (i) or
(j) below or provide a copy to each Rating Agency and the
Certificate Insurer at such time as otherwise required to
be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this
Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a
successor Master Servicer or Trustee or a change in
the majority ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors and
omissions insurance policy required by Section 3.12
or the cancellation or modification of coverage
under any such instrument,
(e) the statement required to be delivered to
the Holders of each Class of Certificates pursuant
to Section 4.03,
(f) the statements required to be delivered
pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial
Account, the Certificate Account or the Insurance
Account,
(h) the occurrence of any monthly cash flow
shortfall to the Holders of any Class of
Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to
Section 4.04,
(i) the occurrence of the Final Distribution
Date, and
(j) the repurchase of or substitution for any
Mortgage Loan,
provided, however, that with respect to notice of the
occurrence of the events described in clauses (d), (g) or
(h) above, the Master Servicer shall provide prompt
written notice to each Rating Agency, the Certificate
Insurer and each Subservicer of any such event known to
the Master Servicer.
In addition, to the above, delivery
requirements, the Company, the Master Servicer or the
Trustee, as applicable, shall provide a copy to the
Certificate Insurer at such time as otherwise required to
be delivered pursuant to this Agreement of any of written
confirmation, written notice or legal opinion.
Section 11.07. Severability of Provisions.
If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of
the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof or of
the Certificate Insurer.
Section 11.08. Supplemental Provisions for
Resecuritization.
This Agreement may be supplemented by means of
the addition of a separate Article hereto (a
"Supplemental Article") for the purpose of resecuritizing
any of the Certificates issued hereunder, under the
following circumstances. With respect to any Class or
Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its
Affiliates (or any designee thereof) is the registered
Holder (the "Resecuritized Certificates"), the Company
may deposit such Resecuritized Certificates into a new
REMIC, grantor trust or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee
pursuant to a Supplemental Article. The instrument
adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee;
provided, that neither the Master Servicer nor the
Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely
affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the
Certificates initially issued hereunder, the adoption of
the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all
necessary provisions relating to the holding of the
Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing
of various classes of new certificates by the
Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the
purposes thereof. In connection with each Supplemental
Article, the Company shall deliver to the Trustee an
Opinion of Counsel to the effect that (i) the
Restructuring Vehicle will qualify as a REMIC, grantor
trust or other entity not subject to taxation for federal
income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the
Trust Fund as a REMIC or 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 860(G)(d) of the Code).
Section 11.09. Rights of the Certificate
Insurer.
(a) The Certificate Insurer is an express
third-party beneficiary of this Agreement unless an
Insurer Default exists.
(b) On each Distribution Date, the Trustee
shall forward to the Certificate Insurer a copy of the
reports furnished to the Class A Certificateholders and
the Company on such Distribution Date.
(c) The Trustee shall provide to the
Certificate Insurer copies of any report, notice, Opinion
of Counsel, Officer's Certificate, request for consent or
request for amendment to any document related hereto
promptly upon the Trustee's production or receipt
thereof.
(d) Unless an Insurer Default exists, the
Trustee and the Company shall not agree to any amendment
to this Agreement without first having obtained the prior
written consent of the Certificate Insurer, if such
consent is not unreasonably withheld.
(e) So long as there does not exist a failure
by the Certificate Insurer to make a required payment
under the Policy, the Certificate Insurer shall have the
right to exercise all rights of the Holders of the Class
A Certificates under this Agreement without any consent
of such Holders, and such Holders may exercise such
rights only with the prior written consent of the
Certificate Insurer. So long as there exists a failure
by the Certificate Insurer to make a required payment
under the Policy, the Certificate Insurer shall be deemed
to have consented to any action that may directed or
consented to by the Certificateholders and that would
otherwise require the Certificate Insurer's consent.
(f) If the Certificate Insurer makes any
Advance as provided in Section 7.01, the Certificate
Insurer shall be entitled to be reimbursed for such
Advance to the same extent and in the same manner as the
Master Servicer would have been entitled to be reimbursed
for such Advance if such Advance had been made by the
Master Servicer.
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 ASSET
SECURITIES
CORPORATION
[Seal]
By:
Name: William E.
Waldusky
Title: Vice President
Attest:
Name: Teresa Rae Farley
Title: Managing Director
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name: Teresa Rae
Farley
Title: Managing
Director
Attest:
Name: William E. Waldusky
Title: Vice President
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of September, 1995 before me,
a notary public in and for said State, personally
appeared William E. Waldusky, known to me to be a Vice
President of Residential Asset Securities Corporation,
one of the corporations that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of September, 1995 before me,
a notary public in and for said State, personally
appeared Teresa Rae Farley, known to me to be a
Managing Director of Residential Funding Corporation,
one of the corporations that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of September, 1995 before me,
a notary public in and for said State, personally
appeared _______________, known to me to be a(n)
________________________ of Bankers Trust Company, the
New York banking corporation that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said association, and
acknowledged to me that such association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986.
Series 1995-KS3 [Adjustable Pass-Through Rate]
Class [Initial Pass-Through Rate: 8.00%]
Certificate No. ___ [8.00% Pass-Through Rate]
Aggregate Initial Certificate
Principal Balance
Date of Pooling and
Servicing Agreement of the Class Certificates: $
and Cut-off Date:
September 1, 1995 Initial Certificate Principal Balance
of this Certificate $
First Distribution Date: Assumed Final Distribution Date:
October 25, 1995 October 25, 2024
Master Servicer:
Residential Funding Corporation CUSIP
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-KS3
evidencing a percentage interest in the distributions
allocable to the Class Certificates with respect to a
Trust
Fund consisting primarily of a pool of conventional one- to
four-family first lien mortgage loans formed and sold by
RESIDENTIAL ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of
the Trust Fund and does not represent an obligation of or
interest
in Residential Asset Securities Corporation, 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 Asset Securities
Corporation,
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 Certificates, both as specified above) in
certain distributions with respect to the Trust Fund consisting
primarily of an interest in a pool of conventional one- to
four-family first mortgage loans (the "Mortgage Loans"), formed
and
sold by Residential Asset Securities Corporation (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"), 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
the
Class Certificates on such Distribution Date.
Distributions on this Certificate will be made either
by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and the
principal
portions of 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 Holder of this
Certificate is entitled to the benefit of a certificate guaranty
insurance policy (the "Policy") issued by MBIA Insurance
Corporation
(the "Certificate Insurer").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the related
Mortgage
Loans and, in the case of the Class A Certificates and Class R
Certificates, to certain claims respecting the Policy, all as
more
specifically set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any such
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 holders of the related Certificates.
As provided in the Agreement, withdrawals from the
Custodial Account and the Certificate Account created for the
benefit of Certificateholders and the Certificate Insurer 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 Certificate Insurer and the Holders of
Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected
thereby.
Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of
this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof with the consent of
the
Certificate Insurer 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, the
Certificate Insurer and the Certificate Registrar and any agent
of
the Company, the Master Servicer, the Trustee, the Certificate
Insurer 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,
the Certificate Insurer 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,
subject
to the limitations provided in the Agreement, the Master Servicer
or
the Company (i) to purchase, at a price determined as provided in
the Agreement, all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) to purchase in
whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has
been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: , 19
BANKERS TRUST COMPANY, as
Trustee
By:________________________________
Authorized Signatory
Certificate of Authentication
This is one of the Class Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) the
beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the
Trust
Fund.
I (We) further direct the Certificate Registrar to
issue
a new Certificate of a like denomination and Class to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
. Applicable
statements
should be mailed to
.
This information is provided by ,
the
assignee named above, or , as
its
agent.
EXHIBIT B
[RESERVED.]
EXHIBIT C
FORM OF CLASS B CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A
CERTIFICATES AND THE CLASS R 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 AN EMPLOYEE
BENEFIT
PLAN OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED,
OR SECTION 4975 OF THE CODE UNLESS THE TRANSFEREE PROVIDES AN
OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY
AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON
BEHALF
OF OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
IN
THE AGREEMENT.
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 SEPTEMBER 28, 1995. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 400% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE AGREEMENT), THIS CERTIFICATE HAS BEEN ISSUED
WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT
OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
Series 1995-KS3 [Adjustable Pass-Through Rate]
Class [Initial Pass-Through Rate: 8.12%]
Certificate No. ___ [8.12% Pass-Through Rate]
Aggregate Initial Certificate
Principal Balance
Date of Pooling and
Servicing of the Class Certificates: $
Agreement and Cut-off Date:
September 1, 1995 Initial Certificate Principal Balance
of this Certificate $
First Distribution Date: Assumed Final Distribution Date:
October 25, 1995 October 25, 2024
Master Servicer:
Residential Funding Corporation CUSIP
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-KS3
evidencing a percentage interest in the distributions allocable
to
the Class __ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family first
lien
mortgage loans formed and sold by
RESIDENTIAL ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of
the Trust Fund , and does not represent an obligation of or
interest
in Residential Asset Securities Corporation, 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 Asset Securities
Corporation,
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 __ Certificates, both as specified above) in
certain distributions with respect to the Trust Fund consisting
primarily of an interest in a pool of conventional one- to
four-family first mortgage loans (the "Mortgage Loans"), formed
and
sold by Residential Asset Securities Corporation (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 related Group 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 the
Class __ Certificates on such Distribution Date.
Distributions on this Certificate will be made either
by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and the
principal
portions of any Realized Losses allocable hereto.
No transfer of this Class __ Certificate will be made
unless such transfer is exempt from the registration requirements
of
the Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws.
In
the event that such a transfer is to be made, (i) the Trustee or
the
Company may require an opinion of counsel acceptable to and in
form
and substance satisfactory to the Trustee and the Company that
such
transfer is exempt (describing the applicable exemption and the
basis therefor) from or is being made pursuant to the
registration
requirements of the Securities Act of 1933, as amended, and of
any
applicable statute of any state and (ii) the transferee shall
execute an investment letter in the form described by the
Agreement.
The Holder hereof desiring to effect such transfer shall, and
does
hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar acting on behalf of the
Trustee against any liability that may result if the transfer is
not
so exempt or is not made in accordance with such Federal and
state
laws. In connection with any such transfer, the Trustee will
also
require (i) a representation letter, in the form as described by
the
Agreement, stating that the transferee is not, and is not using
"plan assets" of, an employee benefit plan or other plan subject
to
the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975
of the Code, or (ii) if such transferee is, or is using "plan
assets" of, such a plan subject to ERISA, 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 applicable law 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 within the meaning of Section 406 of ERISA or Section
4975 of the Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In the event Master Servicer funds are advanced with respect to
any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to holders of the related Certificates.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders and MBIA Insurance Corporation, as
issuer of a certificate guaranty insurance policy for the benefit
of
the Holders of the Class A Certificates and Class R Certificates
(the "Certificate Insurer"), may be made by the Master Servicer
from
time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Insurer and the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any
such
consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the transfer
hereof
or in exchange herefor or in lieu hereof whether or not notation
of
such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances 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, the
Insurer and the Certificate Registrar and any agent of the
Company,
the Master Servicer, the Trustee, the Insurer 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, the Insurer 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,
subject
to the limitations provided in the Agreement, the Master Servicer
or
the Company (i) to purchase, at a price determined as provided in
the Agreement, all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) to purchase in
whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has
been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: , 199
BANKERS TRUST COMPANY, as
Trustee
By:________________________________
Authorized Signatory
Certificate of Authentication
This is one of the Class ___ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) the
beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the
Trust
Fund.
I (We) further direct the Certificate Registrar to
issue
a new Certificate of a like denomination and Class to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
. Applicable
statements
should be mailed to
.
This information is provided by ,
the
assignee named above, or , as
its
agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
PLAN OR OTHER PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE
CODE, AS AMENDED, UNLESS THE TRANSFEREE PROVIDES AN OPINION OF
COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF OR
WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
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.
Series 1995-KS3 8.00% Pass-Through Rate]
Class R Percentage Interest: _____%
Certificate No. ___
Aggregate Initial Certificate
Principal Balance
Date of Pooling and
Servicing of the Class R Certificates: $
Agreement and Cut-off Date:
September 1, 1995 Initial Certificate Principal Balance
of this Certificate $
First Distribution Date: Assumed Final Distribution Date:
October 25, 1995 October 25, 2024
Master Servicer:
Residential Funding Corporation CUSIP
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-KS3
evidencing a percentage interest in any distributions
allocable to the Class R Certificates with respect to the
Trust Fund consisting primarily of a pool of conventional
one-
to four-family first mortgage loans formed and sold by
RESIDENTIAL ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of
the Trust Fund and does not represent an obligation of or
interest
in Residential Asset Securities Corporation, 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 Asset Securities
Corporation,
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 the Trust Fund
consisting primarily of a pool of conventional one- to
four-family
first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Asset Securities Corporation (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"), 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 the 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 Holder of
this
Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
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 Holder of this
Certificate is entitled to the benefit of a certificate guaranty
insurance policy (the "Policy") issued by MBIA Insurance
Corporation
(the "Certificate Insurer").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans
and, in the case of the Class A Certificates and Class R
Certificates, to certain claims respecting the Policy, 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 holders of the Related Certificates.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders and the Certificate Insurer 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, the Insurer 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.
No transfer of this Class R Certificate will be made
unless the Trustee first receives (i) a representation letter, in
the form as described by the Agreement, stating that the
transferee
is not, and is not using "plan assets" of, an employee benefit
plan
or other plan subject to the prohibited transaction provisions of
the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code, or (ii) if such
transferee
is, or is using "plan assets" of, such a plan subject to ERISA,
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
applicable
law 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 within the meaning of
Section
406 of ERISA or Section 4975 of the Code.
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, the
Certificate Registrar and the Insurer and any agent of the
Company,
the Master Servicer, the Trustee, the Certificate Registrar or
the
Insurer 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 Insurer, the Trustee nor any
such
agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase
by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company (i) to purchase, at a price
determined as provided in the Agreement, all remaining Mortgage
Loans and all property acquired in respect of any Mortgage Loan
or
(ii) to purchase in whole, but not in part, all of the
Certificates
from the Holders thereof; provided, that any such option may only
be
exercised if the Pool Stated Principal Balance of the Mortgage
Loans
as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off
Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has
been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: , 199
BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
Certificate of Authentication
This is one of the Class R Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to
issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
,
as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of September 1,
1995,
by and among BANKERS TRUST COMPANY, as Trustee (including its
successors under the Pooling Agreement defined below, the
"Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION (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 September 1, 1995, relating to the issuance of Residential
Asset
Securities Corporation, Mortgage Pass-Through Certificates,
Series
1995-KS3 (as in effect on the date of this agreement, the
"Original
Pooling Agreement," and as amended and supplemented from time to
time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for
the Trustee for the purposes of receiving and holding certain
documents and other instruments delivered by the Company and the
Master Servicer under the Pooling Agreement, all upon the terms
and
conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
the
mutual covenants and agreements hereinafter set forth, the
Trustee,
the Company, the Master Servicer and the Custodian hereby agree
as
follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not
defined
herein shall have the meanings assigned in the Original Pooling
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files. The Custodian, as the duly appointed agent of
the
Trustee for these purposes, acknowledges receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule
attached hereto (the "Mortgage Files") and declares that it holds
and will hold the Mortgage Files as agent for the Trustee, in
trust,
for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any
Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded,
each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public
office for real property records, and the Company, at no expense
to
the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such
assignment and, upon receipt thereof from such public office,
shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian
shall
deliver to the Trustee an Initial Certification in the form
annexed
hereto as Exhibit One evidencing receipt of a Mortgage File for
each
Mortgage Loan listed on the Schedule attached hereto (the
"Mortgage
Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall
deliver to the Trustee an Interim Certification in the form
annexed
hereto as Exhibit Two to the effect that all documents required
to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement
have been executed and received and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule,
except
for any exceptions listed on Schedule A attached to such Interim
Certification. Within 45 days of receipt of the documents
required
to be delivered pursuant to Section 2.01(c) of the Pooling
Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each such document, and
shall
deliver to the Trustee either (i) an Interim Certification in the
form attached hereto as Exhibit Two to the effect that all such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final
Certification
as set forth in subsection (c) below. The Custodian shall be
under
no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same
are genuine, enforceable, or appropriate for the represented
purpose
or that they have actually been recorded or that they are other
than
what they purport to be on their face. If in performing the
review
required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be defective
in
any material respect, the Custodian shall promptly so notify the
Company, the Master Servicer and the Trustee. Upon receipt of
written notification from the Master Servicer, signed by a
Servicing
Officer, that the Master Servicer or a Subservicer, as the case
may
be, has made a deposit into the Certificate Account in payment
for
the purchase of the related Mortgage Loan in an amount equal to
the
Purchase Price for such Mortgage Loan, the Custodian shall
release
to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in
the
Mortgage Files the Custodian shall deliver to the Trustee a Final
Certification in the form annexed hereto as Exhibit Three
evidencing
the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a
list of all of the documents relating to the Mortgage Loans then
contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the Custodian
of
a breach of any representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by
a Seller in a Seller's Agreement or by Residential Funding or the
Company in the Assignment Agreement with respect to a Mortgage
Loan
relating to a Mortgage File, the Custodian shall give prompt
written
notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the repurchase or substitution of any
Mortgage
Loan pursuant to Article II of the Pooling Agreement or payment
in
full of any Mortgage Loan, or the receipt by the Master Servicer
of
a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall
immediately
notify the Custodian by a certification (which certification
shall
include a statement to the effect that all amounts received or to
be
received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 of
the
Pooling Agreement have been or will be so deposited) of a
Servicing
Officer and shall request delivery to it of the Mortgage File.
The
Custodian agrees, upon receipt of such certification and request,
promptly to release to the Master Servicer the related Mortgage
File. The Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents
constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan.
From time to time as is appropriate for the servicing
or
foreclosures of any Mortgage Loan, including, for this purpose,
collection under any Primary Insurance Policy or any Mortgage
Pool
Insurance Policy, the Master Servicer shall deliver to the
Custodian
a certificate of a Servicing Officer requesting that possession
of
all, or any document constituting part, of the Mortgage File be
released to the Master Servicer and certifying as to the reason
for
such release and that such release will not invalidate any
insurance
coverage provided in respect of the Mortgage Loan under any of
the
Required Insurance Policies. With such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a
Servicing Officer on behalf of the Master Servicer, and upon
receipt
of the foregoing, the Custodian shall deliver the Mortgage File
or
such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to
be
returned to the Custodian when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered to an attorney,
or
to a public trustee or other public official as required by law,
for
purposes of initiating or pursuing legal action or other
proceedings
for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to
the
name and address of the Person to which such Mortgage File or
such
document was delivered and the purpose or purposes of such
delivery.
In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the
Master
Servicer upon deposit of the related Liquidation Proceeds in the
Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that
any assumption agreement or substitution of liability agreement
is
entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the
Pooling
Agreement, the Master Servicer shall notify the Custodian that
such
assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or
substitution agreement, which shall be added to the related
Mortgage
File and, for all purposes, shall be considered a part of such
Mortgage File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the
Trustee. With respect to each Mortgage Note, Mortgage and other
documents constituting each Mortgage File which are delivered to
the
Custodian, the Custodian is exclusively the bailee and agent of
the
Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee,
holds
such documents for the benefit of Certificateholders and
undertakes
to perform such duties and only such duties as are specifically
set
forth in this Agreement. Except upon compliance with the
provisions
of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer
or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby
agrees to indemnify and hold the Custodian harmless from and
against
all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or with which
the
Custodian may be threatened by reason of its acting as custodian
under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if
counsel
for the Custodian has been approved by the Company, and the cost
of
defending any action, suit or proceedings or resisting any claim.
Notwithstanding the foregoing, it is specifically understood and
agreed that in the event any such claim, liability, loss, action,
suit or proceeding or other expense, fee or charge shall have
been
caused by reason of any negligent act, negligent failure to act
or
willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the
indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The
Custodian in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would
have
if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees
and Expenses. The Master Servicer covenants and agrees to pay to
the Custodian from time to time, and the Custodian shall be
entitled
to, reasonable compensation for all services rendered by it in
the
exercise and performance of any of the powers and duties
hereunder
of the Custodian, and the Master Servicer will pay or reimburse
the
Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement
(including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ),
except
any such expense, disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and
duties
hereby imposed upon it as such obligations and duties relate to
its
acting as Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take custody of
the
Mortgage Files itself and give prompt notice thereof to the
Company,
the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian
and
one copy to the successor Custodian. If the Trustee shall not
have
taken custody of the Mortgage Files and no successor Custodian
shall
have been so appointed and have accepted appointment within 30
days
after the giving of such notice of resignation, the resigning
Custodian may petition any court of competent jurisdiction for
the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian
hereunder.
Any successor Custodian shall be a depository institution subject
to
supervision or examination by federal or state authority and
shall
be able to satisfy the other requirements contained in Section
3.7
and shall be unaffiliated with the Master Servicer or the
Company.
Any resignation or removal of the Custodian and
appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee
shall give prompt notice to the Company and the Master Servicer
of
the appointment of any successor Custodian. No successor
Custodian
shall be appointed by the Trustee without the prior approval of
the
Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian.
Any
Person into which the Custodian may be merged or converted or
with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall
be
a party, or any Person succeeding to the business of the
Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part
of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution
subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least
$15,000,000 and is qualified to do business in the jurisdictions
in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this
Agreement
or pursuant to any other instrument or document delivered
hereunder
shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered
or
certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed
by
the particular party whose address is stated herein by similar
notice in writing), in which case the notice will be deemed
delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties hereto,
and
neither the Company, the Master Servicer nor the Trustee shall
enter
into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian
of
any amendment or supplement to the Pooling Agreement and furnish
the
Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of New York
and
shall be construed and enforced in accordance with and governed
by
the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests
in
the aggregate of not less than 25% of the Trust Fund), but only
upon
direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Master Servicer to the effect that the
failure
to effect such recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this
Agreement
may be executed simultaneously in any number of counterparts,
each
of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one
or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
such
covenants, agreements, provisions or terms shall be deemed
severable
from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of
the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: BANKERS TRUST COMPANY, as
Trustee
Four Albany Street
New York, NY 10006
Attention: Residential Funding Corporation
Series 1995-KS3
By:
Name:
Title:
Address: RESIDENTIAL ASSET SECURITIES
CORPORATION
10 Universal City Plaza
Suite 2100
Universal City, California 91608
By:
Name: William E. Waldusky
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name: Teresa R. Farley
Title: Managing Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
STATE OF CALIFORNIA )
) ss.:
COUNTY OF )
On the 28th day of September, 1995, before me, a notary
public
in and for said State, personally appeared Gary R. Vaughan, known
to
me to be an Assistant Vice President of Bankers Trust Company, a
national 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]
STATE OF MINNESOTA )
) ss.:
COUNTY HENNEPIN )
On the 28th day of September, 1995, before me, a notary
public
in and for said State, personally appeared _______________, known
to
me to be a Trust Officer of Norwest Bank Minnesota, National
Association, a national banking association that executed the
within
instrument, and also known to me to be the person who executed it
on
behalf of said national banking association, and acknowledged to
me
that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY HENNEPIN )
On the 28th day of September, 1995, before me, a notary
public
in and for said State, personally appeared William E. Waldusky
known
to me to be a Vice President of Residential Asset Securities
Corporation, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first
above
written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 28th day of September, 1995, before me, a notary
public in and for said State, personally appeared Teresa R.
Farley,
known to me to be a Managing Director of Residential Funding
Corporation, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
September 28, 1995
Bankers Trust Company
Four Albany Street
New York, NY 10006
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of September 1,
1995, by and among Bankers Trust Company,
Residential Asset Securities Corporation,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-
Through Certificates,
Series 1995-KS3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling
Agreement, the undersigned, as Custodian, hereby certifies that
it
has received a Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in the
Mortgage
Loan Schedule.
Capitalized words and phrases used herein shall have
the
respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
September 28, 1995
Bankers Trust Company
Four Albany Street
New York, NY 10006
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of September 1,
1995, by and among Bankers Trust Company,
Residential Asset Securities Corporation,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-
Through Certificates,
Series 1995-KS3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies
that it has received a Mortgage File to the extent required
pursuant
to Section 2.01(b) of the Pooling Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, and it has
reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that: all required documents have been executed and
received and that such documents related to the Mortgage Loans
identified on the Mortgage Loan Schedule, with any exceptions
listed
on Schedule A attached hereto.
Capitalized words and phrases used herein shall have
the
respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
September 28, 1995
Bankers Trust Company
Four Albany Street
New York, NY 10006
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of September 1,
1995, by and among Bankers Trust Company,
Residential Asset Securities Corporation,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates,
Series 1995-KS3
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 it has received:
(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) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee
or a copy of such assignment or assignments of the Mortgage
certified by the public recording office in which such
assignment or assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Mortgage Loan or a copy of each modification,
assumption
agreement or preferred loan agreement certified by the
public
recording office in which such document has been recorded.
Capitalized words and phrases used herein shall have
the
respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F-1
GROUP I LOAN SCHEDULE
RUN ON : 09/21/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 09.26.23 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RASC 1995-KS3 I
CUTOFF : 09/01/95
POOL : 0004181
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL
LOAN FEATURE
MORTGAGOR NAME ORIG TERM PRINCIPAL BAL
# OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I
LTV
ADDRESS LINE 2 CURR NET CURRENT P+I
VALUE
CITY STATE ZIP LOAN PURP NOTE DATE
MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE
MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
_________________________________________________________________
_____________
0303688 998/998 F 160,000.00
ZZ
CHRISTENSEN CRAIG A 360 141,955.68
1
682 STEELE ST. 12.750 1,738.72
90
11.375 1,738.72
178,900.00
DENVER CO 80206 1 05/20/83
11
19115906 05 07/01/83
20
19115906 O 06/01/13
0
0303790 998/998 F 150,000.00
ZZ
PIKSCHER IRVING 360 121,833.79
1
8282 LAKE RIDGE DRIVE 12.500 1,602.00
53
11.375 1,602.00
283,018.00
BURR RIDGE IL 60521 1 05/17/83
00
09320482 05 07/01/83
0
09320482 O 06/01/13
0
0303876 998/998 F 212,000.00
ZZ
GORMAN ROBERT L 360 192,480.71
1
7501 SKIDMORE RD 12.750 2,304.44
80
11.375 2,304.44
265,000.00
SEBASTOPOL CA 95472 1 04/19/83
00
09224114 05 06/01/83
0
09224114 O 05/01/13
0
1000149 103/103 F 155,250.00
ZZ
LARSEN LLOYD 180 85,477.75
1
5517 GENE SARAZEN DRIVE 11.500 1,813.61
89
10.625 1,813.61
174,438.00
BILLINGS MT 59106 1 11/14/85
10
736751 05 01/01/86
17
1
736751 O 12/01/00
0
1000217 704/670 F 148,400.00
ZZ
KING R 180 75,675.75
1
22 WITCHES LANE 12.250 1,804.99
80
10.550 1,804.99
185,500.00
MIDDLETOWN TOWN NJ 07732 1 03/01/85
00
2818299 05 05/01/85
0
O 04/01/00
0
1000848 669/669 F 110,250.00
ZZ
BEAUMONT A 360 102,915.66
2
29 FAIRCHILD PLACE 11.500 1,091.80
90
10.250 1,091.80
122,500.00
HILLSIDE NJ 07205 1 01/24/86
10
095521 05 03/01/86
17
095521 O 02/01/16
0
1002001 062/062 F 450,000.00
ZZ
GOLD A 180 246,527.97
1
132 BACON ROAD 9.875 4,801.37
60
9.550 4,801.37
750,000.00
OLD WESTBURY NY 11568 2 03/25/86
00
86028404 05 05/01/86
0
8602840 O 04/01/01
0
1002782 182/660 F 169,000.00
ZZ
BRANTLEY G 360 154,833.30
1
561 LAUREL WOOD COURT 10.875 1,593.48
90
10.550 1,593.48
187,777.00
MARIETTA GA 30064 1 07/30/86
10
320384720 05 09/01/86
20
105171 O 08/01/16
0
1002805 329/462 F 200,000.00
ZZ
KONGUGRESS G 360 178,910.33
2
10629-31 AYRES AVENUE 11.000 1,904.65
80
10.650 1,904.65
250,000.00
LOS ANGELES CA 90064 1 08/11/86
00
448456 05 10/01/86
0
80211412 O 09/01/16
0
1
1003409 354/354 F 164,600.00
ZZ
WADE A 360 153,303.68
1
9114 RAEFORD DRIVE 10.875 1,551.99
69
10.500 1,551.99
238,550.00
DALLAS TX 75243 2 07/07/86
00
6549034 05 08/01/86
0
19774 O 07/01/16
0
1006171 130/183 F 143,200.00
ZZ
HENSON R 180 80,812.54
1
1878 GREAT HIGHWAY 10.125 1,549.80
80
9.500 1,549.80
179,000.00
SAN FRANCISCO CA 94122 1 05/01/86
00
009759594 05 07/01/86
0
O 06/01/01
0
1009570 052/670 F 200,000.00
ZZ
CARROLL J 360 184,477.24
1
REVERE AND WOOD DRIVE 10.350 1,807.09
78
10.100 1,807.09
256,410.00
MONTAUK NY 11954 1 04/07/86
00
69580 05 06/01/86
0
69580 O 05/01/16
0
1010421 130/183 F 208,000.00
ZZ
STOLYAROV L 360 193,006.72
1
1851 14TH AVENUE 10.750 1,941.64
80
9.850 1,941.64
260,000.00
SAN FRANCISCO CA 94122 1 04/01/86
00
009758092 05 06/01/86
0
O 05/01/16
0
1010656 180/180 F 155,000.00
ZZ
JONES JERRY R 180 80,811.20
1
ROUTE 1, BOX 423-B 9.750 1,642.02
60
9.500 1,642.02
258,333.00
JOHNSON COUNTY TX 76028 1 04/08/86
00
1417971 05 06/01/86
0
1417971 O 05/01/01
0
1013165 156/635 F 170,000.00
ZZ
BOYKIN B 360 157,044.44
1
3609 HAMPSTEAD LANE 10.500 1,555.06
80
10.200 1,555.06
212,500.00
1
ROSWELL GA 30075 1 05/12/86
00
2574606 05 07/01/86
0
O 06/01/16
0
1013222 514/514 F 200,000.00
ZZ
GOODWIN J 180 110,431.14
1
29 BRANDYWINE ROAD 10.125 2,164.53
49
9.875 2,164.53
408,163.00
S. BARRINGTON IL 60010 1 03/06/86
00
916887 05 05/01/86
0
916887 O 04/01/01
0
1013517 052/670 F 200,000.00
ZZ
GERSTNER J 180 113,726.40
1
NO # HARVEST LANE 10.375 2,195.32
80
10.100 2,195.32
250,000.00
EAST HAMPTON NY 11937 1 05/16/86
00
70596 05 07/01/86
0
70596 O 06/01/01
0
1015146 244/670 F 157,500.00
ZZ
MAZZARELLA JOSEPH 360 146,865.16
1
9716 EAST GARY ROAD 10.625 1,455.45
70
10.000 1,455.45
225,000.00
SCOTTSDALE AZ 85260 2 10/23/86
00
3041280 05 12/01/86
0
098405411 O 11/01/16
0
1016353 372/660 F 199,200.00
ZZ
FORSYTHE W 360 184,130.20
1
757 KILNALECK LANE 9.500 1,674.98
80
9.150 1,674.98
249,000.00
GLENDORA CA 91740 1 03/06/87
00
320334147 05 05/01/87
0
1437508 O 04/01/17
0
1016520 032/032 F 172,000.00
ZZ
CLARK J 360 161,577.24
1
2702 FARNSWORTH DRIVE 10.750 1,605.59
80
10.500 1,605.59
215,000.00
LIVERMORE CA 94550 1 04/30/87
00
7218951 05 07/01/87
0
40238 O 06/01/17
0
1
1017111 134/134 F 53,000.00
ZZ
ALT R 360 48,992.53
1
5009 CLOVERBROOK 10.375 479.87
71
10.125 479.87
74,647.00
FORT WAYNE IN 46806 1 06/02/86
00
417741 05 08/01/86
0
417741 O 07/01/16
0
1019701 251/600 F 181,200.00
ZZ
DICKINSON M 360 168,442.90
1
2707 ELM AVENUE 11.000 1,725.61
80
10.550 1,725.61
226,500.00
MANHATTAN BEACH CA 90266 1 02/28/86
00
320135478 05 05/01/86
0
4050331 O 04/01/16
0
1020830 162/405 F 143,500.00
ZZ
ZIMMERMAN D 180 82,029.41
1
7265 DOUGLAS BOULEVARD 10.750 1,608.57
70
10.450 1,608.57
205,000.00
ROSEVILLE CA 95678 2 05/23/86
00
750905 05 07/01/86
0
O 06/01/01
0
1021794 186/076 F 158,900.00
ZZ
COHEN S 360 148,521.82
1
LOT 5 SANDY RIDGE ROAD 11.000 1,513.24
90
10.350 1,513.24
176,555.00
STOUGHTON MA 02072 1 08/18/86
04
0445503 05 10/01/86
17
445502 O 09/01/16
0
1021851 280/340 F 140,000.00
ZZ
LOGUE G L 360 130,468.94
1
2823 TREEVIEW PLACE 10.750 1,306.87
76
10.350 1,306.87
184,210.00
FULLERTON CA 92635 2 08/13/86
00
4469844 05 10/01/86
0
O 09/01/16
0
1022473 249/047 F 59,000.00
ZZ
MARTIN E 180 37,235.42
1
1
7115 S.W. 16TH TERRACE 10.000 634.02
80
9.500 634.02
74,000.00
MIAMI FL 33155 1 05/19/87
00
10937938 05 07/01/87
0
545345 O 06/01/02
0
1022758 156/635 F 166,000.00
ZZ
RIESER L 360 153,872.62
1
2710 JACARANDA AVE 9.625 1,410.99
90
9.375 1,410.99
186,000.00
CARLSBAD CA 92008 1 04/24/87
04
2572873 05 06/01/87
17
4800785 O 05/01/17
0
1022861 283/283 F 185,000.00
ZZ
HOPKINS W 360 171,231.43
1
LITTLE JOHN ISLAND 9.500 1,555.58
61
9.250 1,555.58
305,000.00
YARMOUTH ME 04096 4 05/11/87
00
4720491 05 07/01/87
0
4720491 O 06/01/17
0
1022971 269/163 F 175,000.00
ZZ
DENHAM V 360 161,686.37
1
8941 BRIAR FOREST DRIVE 10.500 1,600.79
88
10.150 1,600.79
198,863.00
HOUSTON TX 77024 1 10/10/86
04
0004730400 05 12/01/86
20
1825 O 11/01/16
0
1023664 217/670 F 240,000.00
ZZ
TORTI RICHARD A 180 145,221.34
1
68 RIVER RIDGE ROAD 9.125 2,452.12
69
8.875 2,452.12
352,100.00
LITTLE ROCK AR 72207 2 03/20/87
00
3520309 05 05/01/87
0
3520309 O 04/01/02
0
1026844 162/405 F 170,000.00
ZZ
HANOVEGA C 180 100,557.53
1
225 REES STREET 10.750 1,905.62
38
10.450 1,905.62
447,368.00
LOS ANGELES CA 90293 2 08/08/86
00
751296 05 10/01/86
0
1
O 09/01/01
0
1027588 131/131 F 139,500.00
ZZ
DOYLE W R 360 129,380.09
1
16588 NINA CIRCLE 10.625 1,289.12
90
10.375 1,289.12
155,000.00
OMAHA NE 68130 1 05/30/86
04
2405064 05 07/01/86
17
2405064 O 06/01/16
0
1028590 324/324 F 214,000.00
ZZ
BORGES BRENO G 360 199,816.76
1
75-07 193RD STREET 11.000 2,037.98
80
10.500 2,037.98
267,500.00
FRESH MEADOWS NY 11366 1 08/01/86
00
1479815 05 09/01/86
0
1479815 O 08/01/16
0
1029480 186/076 F 275,000.00
ZZ
SANTOLUCITO P 360 255,456.56
1
34-36 PEMBERTON ROAD 10.750 2,567.07
80
10.350 2,567.07
345,000.00
WAYLAND MA 01778 1 05/29/86
04
0410593 05 07/01/86
12
410597 O 06/01/16
0
1031260 072/267 F 184,000.00
ZZ
THOMPSON W 360 171,590.86
1
5240 COCHRAN MILL ROAD 10.875 1,734.92
80
FAIRBURN 10.200 1,734.92
230,000.00
FULTON COUNTY GA 30213 1 08/29/86
00
2763337 05 10/01/86
0
O 09/01/16
0
1031723 280/340 F 276,500.00
ZZ
BLUMBERG S 360 164,256.85
1
9545 SAWYER STREET 10.625 2,555.13
70
10.250 2,555.13
395,000.00
LOS ANGELES CA 90035 1 09/10/86
00
4471776 05 11/01/86
0
O 10/01/16
9286
1
1032856 180/180 F 159,400.00
ZZ
HALE WILLIAM K 360 148,979.61
1
102 DORRIS DRIVE 11.000 1,518.01
35
10.350 1,518.01
455,428.00
PARKER COUNTY TX 76086 2 08/25/86
00
1489384 05 10/01/86
0
4440136747 O 09/01/16
0
1032955 638/638 F 142,400.00
ZZ
PHAM L 360 130,419.77
1
7404 CORSAIR COURT 10.375 1,289.30
80
10.125 1,289.30
178,000.00
ARLINGTON TX 76016 2 08/28/86
00
0575936 05 10/01/86
0
091057593 O 09/01/16
0
1034370 447/465 F 175,000.00
ZZ
SHERMAN L 360 163,255.14
1
2009 BLUEBERRY ROAD 10.750 1,633.60
68
10.400 1,633.60
257,352.00
VIRGINIA BEACH VA 23451 2 09/03/86
00
311671473 05 11/01/86
0
094929505 O 10/01/16
0
1034719 324/324 F 154,000.00
ZZ
FARHAT S 360 143,876.74
1
12 FOXCROFT COURT 10.875 1,452.06
89
10.450 1,452.06
173,033.00
VOORHEES NJ 08091 1 09/16/86
04
1491877 05 11/01/86
25
1491877 O 10/01/16
0
1039574 310/310 F 120,000.00
ZZ
ROBIDOUX R 180 70,924.85
1
38 CAMP STREET 9.625 1,262.14
64
9.375 1,262.14
190,000.00
MILFORD MA 01757 2 11/07/86
00
100279845 05 01/01/87
0
100279845 O 12/01/01
0
1041454 669/669 F 160,000.00
ZZ
BRUNACKI HAROLD 360 151,382.98
1
18 REDWOOD DR. 11.250 1,554.02
62
10.650 1,554.02
261,000.00
1
FAIRFIELD NJ 07006 5 06/08/87
00
136689 05 08/01/87
0
12667136689 O 07/01/17
0
1041462 562/562 F 180,000.00
ZZ
NULMAN M 360 117,562.72
1
15 STRAWBERRY LANE 10.750 1,680.27
59
10.500 1,680.27
307,500.00
HUNTINGTON NY 11743 1 04/14/87
00
312660 05 06/01/87
0
312660 O 05/01/17
0
1041549 098/098 F 191,700.00
ZZ
MILLER B 360 180,584.50
1
4 COPPLE LANE 11.000 1,825.61
65
10.550 1,825.61
295,000.00
SHELTON CT 06484 5 04/20/87
00
7049703015 05 06/01/87
0
704970301 O 05/01/17
0
1041617 562/562 F 185,000.00
ZZ
GRUNFELD M 360 174,042.20
1
37 DORAL CT. 10.875 1,744.35
46
10.500 1,744.35
405,000.00
NEW CITY NY 10956 5 04/21/87
00
313080 05 06/01/87
0
313080 O 05/01/17
0
1041623 669/669 F 80,000.00
ZZ
MARVIN MICHAEL 360 70,428.20
1
303 LIVINGSTON ST. 11.250 777.01
38
10.650 777.01
216,000.00
NORWOOD NJ 07648 5 05/20/87
00
135541 05 07/01/87
0
12843135541 O 06/01/17
0
1041662 562/562 F 146,000.00
ZZ
RUSSO G 360 136,730.22
1
82 MARYTON ROAD 10.875 1,376.62
75
10.500 1,376.62
195,000.00
WHITE PLAINS NY 10602 1 04/23/87
00
312884 05 06/01/87
0
312884 O 05/01/17
0
1
1041672 514/514 F 198,750.00
ZZ
SCHRAMECK A 360 184,617.62
1
18 B GOVERNORS LANE 9.700 1,700.28
75
9.450 1,700.28
265,000.00
BETHEL CT 06801 1 05/07/87
00
588355 05 07/01/87
0
588355 O 06/01/17
0
1041691 791/448 F 75,000.00
ZZ
WALL N 360 70,670.62
1
24 MERRY HILL ROAD 11.125 721.34
55
10.700 721.34
138,500.00
POUGHKEEPSIE NY 12601 1 05/04/87
00
641225 05 07/01/87
0
641225 O 06/01/17
0
1041838 791/448 F 149,500.00
ZZ
ALBANESE S 360 140,962.78
1
4024 ARTHUR STREET 11.000 1,423.73
65
10.750 1,423.73
230,000.00
SEAFORD NY 11783 5 05/07/87
00
641576 05 07/01/87
0
000 O 06/01/17
0
1041876 514/514 F 75,000.00
ZZ
LAMPRON R 360 70,726.19
1
10 ROBERTS ROAD 11.100 719.91
66
10.750 719.91
115,000.00
ENFIELD CT 06082 1 04/30/87
00
580618 05 06/01/87
0
580618 O 05/01/17
0
1042123 791/448 F 79,300.00
ZZ
SICOLI S 360 72,550.65
1
16 BARTLETT DRIVE 11.375 777.75
65
11.100 777.75
122,500.00
MIDDLETOWN NY 10940 5 05/22/87
00
641766 05 07/01/87
0
641766 O 06/01/17
0
1042141 669/669 F 348,000.00
ZZ
FINKELSTEIN HAL 360 327,822.71
1
1
16 FARMINGTON COURT 11.000 3,314.09
75
10.650 3,314.09
465,000.00
RAMSEY NJ 07446 1 04/29/87
00
134072 05 06/01/87
0
13029134072 O 05/01/17
0
1042322 057/163 F 115,000.00
ZZ
SCANNELLO J 360 75,377.63
1
20 GAIL DRIVE 11.375 1,127.88
64
11.100 1,127.88
182,000.00
NORTH MASSAPEQU NY 11758 5 05/29/87
00
0300458596 05 07/01/87
0
458596 O 06/01/17
0
1042401 078/078 F 260,000.00
ZZ
SEAY H 360 246,684.61
1
590 W. SADDLE RIVER RD. 11.750 2,624.47
65
11.100 2,624.47
403,000.00
UPPER SADDLE RI NJ 07458 5 05/26/87
00
81070495 05 07/01/87
0
81070495 O 06/01/17
0
1042429 225/225 F 100,000.00
ZZ
WILLIAMS S 360 17,509.44
1
5419 NORTH 106TH AVENUE 10.000 877.57
56
9.750 877.57
180,000.00
GLENDALE AZ 85307 1 05/11/87
00
0824312 05 07/01/87
0
824312 O 06/01/17
0
1042472 060/060 F 78,750.00
ZZ
SICA R 360 74,508.73
1
2008 BOOKBINDER COURT 11.250 764.87
75
11.000 764.87
105,000.00
DOVER NJ 08753 1 06/05/87
00
0000210815 05 08/01/87
0
21081 O 07/01/17
0
1042531 064/907 F 180,000.00
ZZ
CAFIERO R 180 118,165.28
1
21 BEACON HILL ROAD 10.875 2,031.77
40
10.250 2,031.77
450,000.00
PORT WASHINGTON NY 11050 5 07/13/87
00
110066068 05 09/01/87
0
1
110065839 O 08/01/02
0
1042581 490/600 F 80,000.00
ZZ
NTOUNTOULAKIS EFFIE 360 76,045.71
1
314 ELIZABETH AV. 11.750 807.53
42
10.900 807.53
195,000.00
PISCATAWAY NJ 08854 1 06/03/87
00
320093164 05 08/01/87
0
000 O 07/01/17
0
1042631 329/462 F 89,950.00
ZZ
MCDERMOTT M 360 85,134.69
1
38250 SIERRA GRANDE AVENUE 11.375 882.20
75
11.050 882.20
119,950.00
PALMDALE CA 93550 1 05/19/87
00
450155 05 07/01/87
0
8036964 O 06/01/17
0
1042649 562/562 F 82,000.00
ZZ
GRAEWE R 360 77,862.04
1
434 RAY STREET 11.625 819.87
62
11.000 819.87
133,000.00
FREEPORT NY 11520 5 06/10/87
00
315077 05 08/01/87
0
315077 O 07/01/17
0
1042951 328/292 F 60,750.00
ZZ
XABANDITH S 360 36,475.13
1
1406 SHADOWBROOK DRIVE 11.875 619.05
75
11.150 619.04
81,000.00
MARIETTA GA 30062 1 06/03/87
00
251157 05 08/01/87
0
448103 O 07/01/17
0
1043128 039/635 F 84,000.00
ZZ
WATERS IRA 180 54,535.74
1
11 MAPLE STREET 10.750 941.60
65
10.300 941.60
130,000.00
NEW MILFORD CT 06776 5 07/14/87
00
2083988 05 09/01/87
0
6727 O 08/01/02
0
1
1044140 130/183 F 166,000.00
ZZ
MINUTILLO D 180 98,899.24
1
6539 CREEK BANK COURT 9.750 1,758.54
63
9.100 1,758.54
266,000.00
SAN JOSE CA 95120 1 12/01/86
00
101284882 05 02/01/87
0
O 01/01/02
0
1044892 072/267 F 50,000.00
ZZ
ASHMORE D 180 29,335.23
1
2002 DEFOORS MILL DRIVE 9.375 518.35
42
9.000 518.35
120,158.00
ATLANTA GA 30318 1 12/05/86
00
2763620 03 01/01/87
0
O 12/01/01
0
1048270 081/668 F 175,000.00
ZZ
SCURRAH T 360 159,220.39
1
12 MAPLE STREET 10.625 1,617.18
67
10.375 1,617.18
265,000.00
SHERBORN MA 01770 1 04/15/87
00
0620294 05 06/01/87
0
091360171 O 05/01/17
0
1048485 447/465 F 100,000.00
ZZ
LARSON STEPHEN D 360 92,649.42
1
5309 CHANTREY ROAD 9.500 840.86
61
9.250 840.86
164,000.00
EDINA MN 55436 5 05/08/87
00
311971378 05 07/01/87
0
316271 O 06/01/17
0
1049113 659/023 F 100,000.00
ZZ
CROSTA PETER P 360 95,078.16
1
41 MAPLEWOOD DRIVE 11.500 990.29
62
10.350 990.29
162,500.00
MIDDLETOWN NJ 07748 5 11/30/87
00
269465 05 01/01/88
0
210716312 O 12/01/17
0
1052369 180/180 F 199,800.00
ZZ
SEAVERNS JOSEPH M 180 117,938.65
1
11157 LEO COLLINS DRIVE 9.250 2,056.33
69
8.950 2,056.33
290,000.00
1
EL PASO TX 79936 2 12/26/86
00
1486364 05 02/01/87
0
4440132506 O 01/01/02
0
1052610 147/147 F 205,000.00
ZZ
HARPER R N 180 116,035.00
1
305 HILLANDALE DRIVE 9.875 2,187.29
72
8.700 2,187.29
286,000.00
RALEIGH NC 27609 2 06/09/86
00
150444 05 08/01/86
0
150444 O 07/01/01
0
1057523 459/550 F 242,000.00
ZZ
NILSSON E 360 226,073.25
1
172 ALTURA VISTA 10.300 2,177.57
87
9.875 2,177.57
280,000.00
LOS GATOS CA 95030 2 04/16/87
04
120009720 03 06/01/87
20
972 O 05/01/17
0
1057817 130/183 F 140,000.00
ZZ
ZEIDAN B 360 131,207.53
1
1370 34TH AVENUE 10.500 1,280.64
51
10.220 1,280.64
275,000.00
SAN FRANCISCO CA 94122 5 05/01/87
00
101285927 05 07/01/87
0
O 06/01/17
0
1058104 028/736 F 84,000.00
ZZ
PRIESTER ROBERT 360 74,740.13
1
41901 IVERSON ROAD 10.875 792.03
70
10.625 792.03
120,000.00
GUALALA CA 95445 1 05/15/87
00
6057 05 07/01/87
0
0988972783 O 06/01/17
0
1058201 463/670 F 80,500.00
ZZ
NEAL W 360 76,096.23
1
40 W. HARCOURT STREET 11.250 781.87
70
11.000 781.87
115,000.00
LONG BEACH CA 90805 1 05/26/87
00
93659 05 07/01/87
0
O 06/01/17
0
1
1064810 336/600 F 154,000.00
ZZ
RASMUSSEN R 360 143,731.34
1
2885 EAST WILLOW CREEK DRIVE 10.100 1,362.85
70
9.750 1,362.85
220,000.00
SANDY UT 84092 2 05/15/87
00
310292388 05 07/01/87
0
250627914 O 06/01/17
0
1066153 301/072 F 84,100.00
ZZ
ROCHFORD H 360 77,566.10
1
5103 CLAYTONIA COURT 9.250 691.87
54
9.000 691.87
158,000.00
ANNADALE VA 22003 5 04/22/87
00
6601341 05 06/01/87
0
6120081 O 05/01/17
0
1066577 156/635 F 185,000.00
ZZ
YOO EDWARD F 180 114,164.84
1
2479 RIDGEBROOK PLACE 9.500 1,931.82
80
9.250 1,931.82
231,354.00
THOUSAND OAKS CA 91362 1 04/20/87
00
2569945 05 06/01/87
0
4254412 O 05/01/02
0
1067517 052/670 F 120,000.00
ZZ
PALMER G 360 110,083.22
1
140 WESTCHESTER AVENUE 10.625 1,108.91
40
10.350 1,108.92
300,000.00
POUND RIDGE NY 10576 5 04/21/87
00
80885 05 06/01/87
0
80885 O 05/01/17
0
1067598 052/670 F 150,000.00
ZZ
MC BOWMAN G 360 141,060.10
1
818 WEST BAY DRIVE 10.750 1,400.23
66
10.500 1,400.23
230,000.00
WEST ISLIP NY 11795 1 05/05/87
00
81166 05 07/01/87
0
81166 O 06/01/17
0
1067623 343/998 F 123,750.00
ZZ
CHAN J 360 116,530.77
1
1
376 NORTHAVEN DRIVE 10.875 1,166.83
74
10.550 1,166.83
168,000.00
DALY CITY CA 94015 1 05/07/87
00
39906219 05 07/01/87
0
01004409 O 06/01/17
0
1099233 019/600 F 223,900.00
ZZ
STOUT F 360 206,504.87
1
LOT 17 9.250 1,841.97
80
46 FICKETT ROAD 9.000 1,841.97
279,900.00
HANOVER MA 02339 1 04/15/87
00
310894373 05 06/01/87
0
552507 O 05/01/17
0
1100477 324/324 F 198,750.00
ZZ
SANDSTEDT W 360 188,339.44
1
39-061 KILIMANJARO COURT 11.500 1,968.20
75
10.800 1,968.20
265,000.00
PALM DESERT CA 92260 1 05/20/87
00
1999929 05 07/01/87
0
19999292053400 O 06/01/17
0
1119642 343/998 F 90,000.00
ZZ
CHAN A 360 82,623.58
1
26 HEARST AVENUE 10.800 843.52
59
10.550 843.52
155,000.00
SAN FRANCISCO CA 94131 2 05/27/87
00
39906284 05 08/01/87
0
01004497 O 07/01/17
0
1121716 196/428 F 118,500.00
ZZ
APELES C 360 112,156.24
1
1572 PEGASUS STREET 11.375 1,162.21
65
10.700 1,162.21
184,000.00
SANTA ANA CA 92707 2 05/21/87
00
3058690 05 07/01/87
0
098881630 O 06/01/17
0
1121963 453/163 F 200,000.00
ZZ
WILSEY W 360 187,898.54
1
445 SANTA ANA AVENUE 10.750 1,866.97
50
10.500 1,866.97
400,000.00
NEWPORT BEACH CA 92663 5 04/16/87
00
0004724814 05 06/01/87
0
1
87410536 O 05/01/17
0
1122557 324/324 F 165,600.00
ZZ
SUNGA R 360 155,276.23
1
15 KATHWOOD ROAD 10.500 1,514.81
90
10.250 1,514.81
184,000.00
YONKERS NY 10710 1 05/29/87
04
1989334 05 07/01/87
25
19893342333084 O 06/01/17
0
1127648 150/600 F 165,000.00
ZZ
TATEHARA M 360 156,303.02
1
1964 20TH AVENUE 11.375 1,618.27
68
11.100 1,618.27
245,000.00
SAN FRANCISCO CA 94122 1 06/01/87
00
311225650 05 08/01/87
0
9211951 O 07/01/17
0
1128120 039/635 F 125,000.00
ZZ
SHEAHAN DENIS P 180 83,629.21
1
(NO#) ROGERS LANE 11.000 1,420.75
36
9.800 1,420.75
357,000.00
REMSENBURG NY 11960 5 09/08/87
00
2190981 05 11/01/87
0
10877889 O 10/01/02
0
1128223 219/163 F 161,200.00
ZZ
SCHOENBERGER STEVEN H 360 151,679.72
1
79 ADMIRAL DRIVE 10.875 1,519.94
75
10.500 1,519.94
215,000.00
NEW LONDON CT 06320 1 07/24/87
00
0061173817 05 09/01/87
0
2199359 O 08/01/17
0
1137835 016/185 F 127,500.00
ZZ
KNOLL HAROLD W 180 83,279.24
1
14895 GREENBRIAR DRIVE 11.000 1,449.16
75
10.550 1,449.16
170,000.00
HELENDALE CA 92342 4 12/16/87
00
00013075 05 02/01/88
0
00013075 O 01/01/03
0
1
1141713 215/433 F 70,000.00
ZZ
KENT W 360 66,147.29
1
ROUTE 4, BOX 136 11.125 673.25
51
10.750 673.25
139,000.00
LEESBURG VA 22075 1 06/16/87
00
070474200 05 08/01/87
0
O 07/01/17
0
1141825 301/072 F 51,000.00
ZZ
HARTMAN J 360 47,702.47
1
8405 97TH STREET WEST 10.750 476.08
75
10.500 476.08
68,000.00
BLOOMINGTON MN 55438 1 05/27/87
00
6605303 05 07/01/87
0
6208945 O 06/01/17
0
1142374 014/375 F 85,500.00
ZZ
SHISHIDO L 360 80,572.85
1
4233 VALERIE LANE 10.875 806.27
73
10.625 806.27
117,500.00
CHINO CA 91710 1 06/11/87
00
244440 05 08/01/87
0
1258797 O 07/01/17
0
1142774 301/072 F 197,400.00
ZZ
AHN J 180 126,233.92
1
764 BARNUM WAY 10.500 2,182.06
70
10.250 2,182.06
282,000.00
MONTEREY PARK CA 91754 1 05/22/87
00
6607403 05 07/01/87
0
6250375 O 06/01/02
0
1144203 156/635 F 50,000.00
ZZ
JONES EDWARD 180 32,685.80
1
313 NORTH FILLMORE STREET 10.750 560.48
44
10.250 560.48
115,000.00
ARLINGTON VA 22201 5 08/13/87
00
2574499 05 10/01/87
0
6042114 O 09/01/02
0
1144889 240/172 F 70,200.00
ZZ
LUCERO S 360 65,874.34
1
2200 PIEDMONT FOREST CT. 10.500 642.15
75
10.250 642.15
93,600.00
1
MARIETTA GA 30062 1 06/30/87
00
091736587 05 08/01/87
0
0281287 O 07/01/17
0
1145521 019/600 F 60,700.00
ZZ
STEWART L 360 57,306.21
1
154 BROOKLINE AVENUE 11.125 583.81
62
10.640 583.81
98,000.00
BLOOMFIELD CT 06002 2 05/15/87
00
310594270 05 07/01/87
0
553479 O 06/01/17
0
1148238 217/670 F 90,000.00
ZZ
SMITH MATTHEW 180 51,806.49
1
3218-23RD STREET 9.750 953.43
65
LUBBOCK COUNTY 9.500 953.43
138,500.00
LUBBOCK TX 79410 1 07/27/87
00
3750784 05 09/01/87
0
3750784 O 08/01/02
0
1148382 240/172 F 130,000.00
ZZ
MARANO SALVATORE 180 84,744.94
1
314 COOPER STREET 10.625 1,447.11
60
10.375 1,447.11
220,000.00
WOODBURY NJ 08096 5 07/20/87
00
092936484 05 09/01/87
0
0280974 O 08/01/02
0
1169276 301/072 F 127,750.00
ZZ
CHEN FONG W 180 87,203.79
1
6759 GRANT CT. 11.250 1,472.13
70
10.590 1,472.13
182,500.00
CHINO CA 91710 1 11/04/87
00
6601227 05 01/01/88
0
6117175 O 12/01/02
0
1172494 324/324 F 320,000.00
ZZ
SARKUNI TIGRAN J 180 217,744.92
1
7556 WILLOW GLEN ROAD 10.750 3,587.03
80
10.500 3,587.03
400,000.00
LOS ANGELES CA 90046 1 12/18/87
00
3077831 05 02/01/88
0
30778312053205 O 01/01/03
0
1
1173891 241/241 F 90,100.00
ZZ
SNEAD CHARLES S 360 85,160.16
1
4708 STORNOWAY DRIVE 10.875 849.54
75
10.400 849.54
120,180.00
RICHMOND VA 23234 1 09/30/87
00
9610411 05 11/01/87
0
6230890 O 10/01/17
0
1174324 324/324 F 234,000.00
ZZ
VON RANZOW ANTHONY R 360 221,621.85
1
27715 GREENWALD AVENUE 10.625 2,162.39
70
10.250 2,162.39
337,500.00
PERRIS CA 92370 2 02/04/88
00
3102548 05 04/01/88
0
3102548 O 03/01/18
0
1174399 071/600 F 179,900.00
ZZ
ARMELLINO JOHN 180 117,704.78
1
4 MISSION HILLS ROAD 10.875 2,030.64
80
UNIT 4, BLDG. 18 9.900 2,030.64
224,900.00
ANNANDALE NJ 08801 1 08/26/87
00
320042435 01 10/01/87
0
27114 O 09/01/02
0
1174546 052/670 F 200,000.00
ZZ
ROTANELLI MARIO T 180 137,740.99
1
NO NUMBER STERLING ROAD 10.375 2,195.33
56
9.950 2,195.33
360,000.00
TRUMBULL CT 06611 1 03/17/88
00
95840 05 05/01/88
0
95840 O 04/01/03
0
1175654 638/638 F 202,000.00
ZZ
PEZDIRTZ GEORGE F 180 137,331.68
1
432 HALCYON LANE 9.500 2,109.33
90
9.250 2,109.33
225,000.00
BARRINGTON IL 60010 1 04/13/88
04
0952564 05 06/01/88
17
095895256 O 05/01/03
0
1175687 324/324 F 208,000.00
ZZ
WILLIS RICHARD L 360 196,871.26
1
1
1464 81ST STREET 10.375 1,883.25
80
10.125 1,883.25
260,000.00
BROOKLYN NY 11228 1 04/05/88
00
3131216 05 06/01/88
0
31312162333085 O 05/01/18
0
1175741 019/600 F 200,000.00
ZZ
HEDRICK GARY L 360 190,228.28
1
10 QUEEN ANNE LANE 11.000 1,904.65
52
10.700 1,904.65
390,000.00
HINGHAM MA 02043 1 04/15/88
00
311068837 05 06/01/88
0
5004887 O 05/01/18
0
1175955 113/660 F 189,000.00
ZZ
WASHINGTON NATHAN 360 181,124.93
1
1353 EAST 49TH STREET 11.500 1,871.65
90
11.040 1,871.65
210,000.00
BROOKLYN NY 11234 1 07/12/88
04
320281439 05 09/01/88
25
492884 O 08/01/18
0
1175958 381/670 F 217,500.00
ZZ
AINSWORTH ROBERT J 360 203,948.84
1
2408 FAIRMOUNT AVENUE 10.875 2,050.79
71
10.625 2,050.79
310,000.00
LA CRESCENTA AR CA 91214 5 05/02/88
00
1715097 05 07/01/88
0
0915766 O 06/01/18
0
1175971 471/448 F 56,250.00
ZZ
JOURDAIN ETIENNE C 360 53,686.08
1
1005 COMSTOCK ST. 11.000 535.68
75
10.750 535.68
75,000.00
ASBURY PARK NJ 07712 1 07/25/88
00
257642 05 09/01/88
0
102034908 O 08/01/18
0
1176055 067/163 F 187,500.00
ZZ
KOMENOS JAMES 360 179,902.69
1
10 WOODLAND DRIVE 11.750 1,892.65
75
10.950 1,892.65
250,000.00
PAXTON MA 01612 1 06/16/88
00
0060940784 05 08/01/88
0
1
091340784 O 07/01/18
0
1176160 067/163 F 240,000.00
ZZ
MIHAIL R C 360 230,222.90
1
8 SWALLOW HILL DRIVE 11.625 2,399.62
75
11.375 2,399.62
320,000.00
CUMMAQUID MA 02637 1 06/29/88
00
0061340864 05 09/01/88
0
091340864 O 08/01/18
0
1176459 638/638 F 214,150.00
ZZ
SAFAR ANTON G 180 152,705.32
1
102 CRYSTAL SPRINGS ROAD 10.625 2,383.83
90
10.375 2,383.83
237,950.00
SAN DIMAS CA 91773 1 07/05/88
04
1023886 05 09/01/88
17
1023886 O 08/01/03
0
1177228 100/100 F 950,000.00
ZZ
MARKS WILLIAM 360 908,590.25
1
2755 FILLMORE STREET 11.250 9,226.99
60
11.000 9,226.99
1,600,000.00
SAN FRANCISCO CA 94123 2 07/15/88
00
5059664 05 09/01/88
0
5059664 O 08/01/18
0
1177697 453/163 F 200,050.00
T
CORNELL DONALD W 180 25,873.07
1
2919 CAMINO DEL RIO 10.750 2,242.46
72
10.500 2,242.46
279,900.00
RIVIERA AZ 86430 1 07/06/88
00
0005330252 05 09/01/88
0
88620422 O 08/01/03
0
1179878 334/334 F 252,000.00
ZZ
TABRIZI HASSAN 180 178,910.06
1
24112 BECARD DRIVE 10.500 2,785.61
63
10.250 2,785.61
400,000.00
LAGUNA NIGUEL CA 92667 2 07/05/88
00
836536 05 09/01/88
0
836536 O 08/01/03
0
1
1180391 225/225 F 600,000.00
ZZ
ROBINSON THOMAS E 180 432,949.63
1
1412 CRYSTAL PARKWAY 10.250 6,539.71
57
10.000 6,539.71
1,064,000.00
VIRGINIA BEACH VA 23451 4 10/12/88
00
0895747 05 12/01/88
0
895747 O 11/01/03
0
1183763 249/047 F 755,000.00
ZZ
STEPHENS WALLACE O 180 552,267.77
1
10400 WILLOWBROOK DRIVE 10.375 8,287.35
54
10.125 8,287.35
1,400,000.00
POTOMAC MD 20854 2 12/23/88
00
10938271 05 02/01/89
0
629931 O 01/01/04
1184507 324/324 F 216,000.00
ZZ
TRANG TEDDY 180 159,091.71
1
11320 PRIMROSE AVENUE 10.625 2,404.43
75
10.125 2,404.43
288,000.00
FOUNTAIN VALLEY CA 92708 1 12/16/88
00
3598810 05 02/01/89
0
3598810 O 01/01/04
0
1190600 329/462 F 218,250.00
ZZ
ROBINSON MARVIN A 180 168,428.02
1
19600 EAGLE RIDGE LANE 11.625 2,566.94
75
10.800 2,566.94
291,000.00
NORTHRIDGE CA 91326 1 05/17/89
00
456210 07 07/01/89
0
8074130 O 06/01/04
0
1190953 324/324 F 225,000.00
ZZ
WAGNER CHARLES E 180 173,903.51
1
14 SOUTH STREET 11.625 2,646.34
66
11.375 2,646.34
345,000.00
MANORVILLE NY 11949 1 05/03/89
00
3699097 05 07/01/89
0
3699097 O 06/01/04
0
1191209 976/976 F 225,000.00
ZZ
NGO SONG V 180 173,482.57
1
540 SOUTH 9TH STREET 11.625 2,646.34
75
10.800 2,646.34
300,000.00
1
SAN JOSE CA 95112 5 05/08/89
00
558920 05 07/01/89
0
558920 O 06/01/04
0
1191210 976/976 F 315,000.00
ZZ
NGO UY T 180 242,384.76
1
678 BRADSHAWE AVENUE 11.375 3,654.81
75
10.800 3,654.81
420,000.00
MONTEREY PARK CA 91754 1 05/10/89
00
559994 05 07/01/89
0
559994 O 06/01/04
0
1192215 150/163 F 337,500.00
ZZ
KIM SOO H 180 259,698.80
1
1627 VIRGINIA ROAD 11.375 3,915.86
75
10.660 3,915.86
450,000.00
LOS ANGELES CA 90019 1 05/30/89
00
0004945460 05 07/01/89
0
6606741 O 06/01/04
1192595 324/324 F 536,250.00
ZZ
KING GARY M 180 415,833.23
1
3916 BRYN MAWR DRIVE 11.500 6,264.42
75
11.250 6,264.42
715,000.00
UNIVERSITY PARK TX 75225 1 06/28/89
00
374771 05 08/01/89
0
374771 O 07/01/04
0
1193776 324/324 F 560,250.00
ZZ
CRUZ MARIANO S 180 432,533.08
1
12641 MISTY PLACE 11.250 6,456.01
75
11.000 6,456.01
755,000.00
CERRITOS CA 90701 1 06/19/89
00
3750064 05 08/01/89
0
3750064 O 07/01/04
1194344 324/324 F 288,000.00
ZZ
HUSTON M L 180 222,092.46
1
514 SOUTH CITRUS STREET 10.875 3,250.83
44
10.625 3,250.83
660,000.00
WEST COVINA CA 91791 5 07/25/89
00
3853983 05 09/01/89
0
3853983 O 08/01/04
0
1
1195059 150/163 F 325,500.00
ZZ
SPINA STEVEN J 180 253,501.40
1
850 FERNWOOD PACIFIC DRIVE 11.125 3,725.21
70
10.875 3,725.21
465,000.00
TOPANGA CA 90290 5 08/22/89
00
0004944759 05 10/01/89
0
6613063 O 09/01/04
0
1196919 140/140 F 210,000.00
ZZ
FALVY GEORGE 360 202,687.85
1
214 SOUTH MOUNTAIN AVENUE 11.000 1,999.88
75
10.750 1,999.88
280,000.00
MONROVIA CA 91016 5 11/14/89
00
366851 05 01/01/90
0
366851 O 12/01/19
0
1196925 442/600 F 298,300.00
ZZ
NGAN HARK L 180 232,814.33
1
24338 TARANTO AVENUE 10.625 3,320.56
80
10.375 3,320.56
372,950.00
VALENCIA AREA CA 91355 1 10/17/89
00
310697248 03 12/01/89
0
2585090 O 11/01/04
0
1197309 171/163 F 274,500.00
ZZ
ALDRICH DAVID L 180 213,665.46
1
25 15TH PLACE #704 10.625 3,055.63
90
10.375 3,055.63
305,000.00
LONG BEACH CA 90802 1 12/29/89
04
2600004950701 01 03/01/90
17
08039296 O 02/01/05
0
1197335 930/163 F 325,000.00
ZZ
EVERETT KENNETH C 360 313,187.36
1
26048 FAIRVIEW AVENUE 10.750 3,033.81
64
10.500 3,033.81
515,000.00
HAYWARD CA 94542 5 12/04/89
00
2600004949330 05 02/01/90
0
028500 O 01/01/20
0
1197475 453/163 F 573,750.00
ZZ
GLYNN ROBERT J 360 555,349.28
1
1
73 CASTLEWOOD DRIVE 11.250 5,572.62
75
10.875 5,572.62
765,000.00
PLEASANTON CA 94566 5 01/19/90
00
2600004952246 03 03/01/90
0
89427934 O 02/01/20
0
1197555 178/163 F 210,300.00
BB
AULAKH CHARANJITS 360 203,220.72
1
8288 HAMMOND BRANCH WAY 11.625 2,102.66
90
11.125 2,102.66
233,700.00
LAUREL MD 20707 1 06/29/89
04
2600004944610 05 08/01/89
20
WE0509 O 07/01/19
0
1197810 453/163 F 327,000.00
ZZ
GORDON STEPHEN C 360 314,713.56
1
887 COLORADO AVENUE 10.375 2,960.69
77
10.125 2,960.69
430,000.00
PALO ALTO CA 94303 1 11/30/89
00
4946524 05 02/01/90
0
0089428676 O 01/01/20
0
1197884 445/163 F 525,000.00
ZZ
HARDESTY KENNETH S 360 506,959.93
1
20427 HUNTERS HILL ROAD 10.750 4,900.78
70
10.500 4,900.78
760,000.00
SAN JOSE CA 95120 5 01/11/90
00
4950659 05 03/01/90
0
200213 O 02/01/20
0
1197920 477/477 F 254,900.00
ZZ
SMITH DONALD L 360 246,172.41
1
2168 BELLBROOK STREET 10.875 2,403.43
75
10.400 2,403.43
339,900.00
COVINA CA 91722 1 12/08/89
00
32754 05 02/01/90
0
32754 O 01/01/20
0
1197921 478/163 F 297,500.00
ZZ
CHUATECO CARMENCIT 360 287,073.53
1
913 BRIGHTON WAY 10.750 2,777.11
70
10.500 2,777.11
425,000.00
MONTEBELLO CA 90640 5 12/19/89
00
2600004947565 05 02/01/90
0
1
103094380 O 01/01/20
0
1198030 453/163 F 749,000.00
ZZ
TATEOSSIAN MANUEL 360 724,529.01
1
445 AUDRAINE DRIVE 11.125 7,203.74
70
10.750 7,203.74
1,070,000.00
GLENDALE CA 91202 5 12/11/89
00
4949123 05 02/01/90
0
89628572 O 01/01/20
0
1198064 453/163 F 320,000.00
ZZ
HENDRICK DARNELL L 360 306,237.20
1
6711 SHENANDOAH AVENUE 10.500 2,927.17
63
10.125 2,927.17
510,000.00
LOS ANGELES CA 90056 5 12/15/89
00
4950316 05 02/01/90
0
89728430 O 01/01/20
0
1198159 453/163 F 210,000.00
ZZ
LEVEQUE DAVID L 360 202,809.99
1
11460 DORAL AVENUE 10.875 1,980.07
49
(NORTHRIDGE AREA) 10.500 1,980.07
435,000.00
LOS ANGELES CA 91326 5 12/12/89
00
4947594 05 02/01/90
0
89629224 O 01/01/20
0
1198322 281/600 F 259,000.00
ZZ
KINGTON KIPP E 360 249,922.76
1
21722 BRANTA CIRCLE 10.750 2,417.72
70
10.500 2,417.72
370,000.00
HUNTINGTON BEAC CA 92647 5 12/22/89
00
310626940 05 02/01/90
0
1008401 O 01/01/20
0
1198454 453/163 F 250,000.00
C
COLE JAMES F 360 242,568.44
1
17760 RIVERBEND ROAD 11.625 2,499.60
90
11.250 2,499.60
277,878.00
SALINAS CA 93908 1 12/19/89
04
4949466 03 02/01/90
22
89729834 O 01/01/20
0
1
1198520 052/670 F 230,750.00
ZZ
LEITCH EDWARD M 360 222,309.91
1
91 THOMPSON AVENUE 10.625 2,132.36
77
10.375 2,132.36
300,000.00
BABYLON NY 11702 5 11/03/89
00
117052 05 01/01/90
0
117052 O 12/01/19
0
1198675 162/163 F 301,000.00
ZZ
THOMPSON VIRGIL P 360 290,489.66
1
1708 LIVONIA AVENUE 10.875 2,838.11
70
10.625 2,838.11
430,000.00
LOS ANGELES CA 90035 5 11/21/89
00
101482785 05 01/01/90
0
101482785 O 12/01/19
0
1198716 016/185 F 272,700.00
ZZ
WILLSON WILLIAM G 360 263,143.30
1
15 MERANO 10.750 2,545.60
87
10.375 2,545.60
315,000.00
LAGUNA NIGUEL ( CA 92677 1 12/11/89
12
20023065 03 02/01/90
17
20023065 O 01/01/20
0
1198756 454/163 F 521,500.00
ZZ
KURZ ALBERT E 360 502,793.42
1
2912 ELM AVENUE 10.625 4,819.17
70
10.375 4,819.17
745,000.00
MANHATTAN BEACH CA 90266 5 12/06/89
00
4946618 05 02/01/90
0
MHC10065 O 01/01/20
0
1198757 638/638 F 251,250.00
ZZ
GONZALEZ ARMANDO 360 240,323.67
1
13602 MARSHALL LANE 10.375 2,274.84
75
10.125 2,274.84
335,000.00
TUSTIN CA 92680 1 12/08/89
00
1193325 05 02/01/90
0
01193325 O 01/01/20
0
1198986 474/163 F 435,000.00
ZZ
BLACKSMITH JAMES R 360 420,515.50
1
10316 BROOKSHIRE AVENUE 11.000 4,142.61
75
10.360 4,142.61
580,000.00
1
DOWNEY CA 90241 1 01/04/90
00
4950235 05 03/01/90
0
720017240 O 02/01/20
0
1199039 372/163 F 325,000.00
ZZ
MINEO RANDY J 360 267,698.22
1
21040 NASHVILLE STREET 10.500 2,972.91
60
10.125 2,972.91
550,000.00
CHATSWORTH CA 91311 5 01/18/90
00
4952220 05 03/01/90
0
1802099EFC O 02/01/20
0
1199169 013/884 F 206,250.00
ZZ
ESTACIO ELIZABETHA 360 198,649.42
1
2386 GOMES ROAD 10.875 1,944.71
75
10.625 1,944.71
275,000.00
FREMONT CA 94539 5 12/15/89
00
32956815 03 02/01/90
0
21006009 O 01/01/20
0
1199191 324/324 F 288,000.00
ZZ
YOUNG THOMAS F 360 278,367.61
1
LOT 7, YOUNG SUBDIVISION 11.000 2,742.69
75
10.750 2,742.69
385,000.00
SANTE FE NM 87501 5 12/14/89
00
3955242 05 02/01/90
0
3955242 O 01/01/20
0
1199260 162/163 F 212,000.00
ZZ
TIGNINO THOMAS 360 204,741.33
1
3017 EAST HILLCREST DRIVE 10.875 1,998.93
80
10.460 1,998.93
265,000.00
THOUSAND OAKS CA 91362 1 12/15/89
00
101486786 01 02/01/90
0
101486786 O 01/01/20
0
1199281 976/163 F 336,000.00
ZZ
PETRUS BRAD S 360 324,720.28
1
47-377 KAMEHAMEHA HIGHWAY 10.875 3,168.12
80
10.625 3,168.12
420,000.00
KANEOHE HI 96744 1 01/16/90
00
4952110 05 03/01/90
0
632081731 O 02/01/20
0
1
1199360 324/324 F 233,650.00
ZZ
KOSUB GRACE 360 225,461.40
1
13710 HILLCREST ROAD 10.750 2,181.08
74
10.500 2,181.08
319,500.00
DALLAS TX 75240 1 12/13/89
00
3950045 05 02/01/90
0
3950045 O 01/01/20
0
1199370 150/600 F 215,900.00
C
SIAHOU AL 360 210,338.36
1
359 BARBARA LANE 12.375 2,283.29
90
11.630 2,283.29
239,900.00
DALY CITY CA 94015 1 12/13/89
04
311680854 03 02/01/90
17
9245707 O 01/01/20
0
1199389 264/670 F 249,900.00
ZZ
HEDMAN MARILYN N 360 241,541.36
1
20332 EASTWOOD CIRCLE 11.000 2,379.86
70
10.125 2,379.86
357,000.00
HUNTINGTON BEAC CA 92648 5 12/21/89
00
4557120 03 02/01/90
0
309447 O 01/01/20
0
1199395 492/163 F 223,900.00
ZZ
MEINKE RANDAL 360 215,735.43
1
9195 EL VERDE CIRCLE 11.000 2,132.26
80
10.750 2,132.26
279,900.00
FOUNTAIN VALLEY CA 92708 1 01/18/90
00
4952194 05 03/01/90
0
101491000 O 02/01/20
0
1199453 162/163 F 470,000.00
ZZ
DAILEY BRIAN C 360 453,140.75
1
50 VERISSIMO DRIVE 10.625 4,343.26
72
10.375 4,343.26
660,000.00
NOVATO CA 94947 5 12/15/89
00
4725295 05 02/01/90
0
101484872 O 01/01/20
0
1199482 976/976 F 350,000.00
ZZ
NOGY JOHN 360 337,733.39
1
1
15605 OAKRIDGE COURT 10.750 3,267.19
70
10.440 3,267.19
500,000.00
MORGAN HILL CA 95037 5 12/11/89
00
630043821 03 02/01/90
0
630043821 O 01/01/20
0
1199502 092/163 F 280,000.00
ZZ
CUTULI F J 360 270,186.93
1
1942 ABINANTE LANE 10.750 2,613.75
80
10.500 2,613.75
350,000.00
SAN JOSE CA 95124 1 12/11/89
00
4949576 05 02/01/90
0
9002 O 01/01/20
0
1199532 462/462 F 225,000.00
ZZ
MORAGUEZ SALVADOR L 180 176,171.57
1
9875 S.W. 138 STREET 10.500 2,487.15
75
10.250 2,487.15
300,000.00
MIAMI FL 33176 1 11/16/89
00
302984 05 01/01/90
0
302984 O 12/01/04
0
1199668 453/163 F 209,050.00
BB
TAN JOSE A 360 203,368.65
1
11348 BENTLEY STREET 12.000 2,150.32
80
11.625 2,150.32
261,340.00
RIVERSIDE CA 92504 1 01/30/90
00
4952314 05 04/01/90
0
89730824 O 03/01/20
0
1199687 317/163 F 246,050.00
ZZ
PATEL CHANDRAKAS 360 237,050.89
1
580 HILLSBOROUGH WAY 10.625 2,273.74
80
10.375 2,273.74
307,565.00
CORONA CA 91719 1 11/16/89
00
4950837 05 01/01/90
0
49795 O 12/01/19
0
1200036 281/600 F 213,500.00
ZZ
REILAND GREGORY P 360 206,471.68
1
2624 SOUTH GRISET PLACE 11.000 2,033.21
70
10.750 2,033.21
305,000.00
SANTA ANA CA 92704 5 01/17/90
00
310941844 05 03/01/90
0
1
01008546 O 02/01/20
0
1200140 283/283 F 290,000.00
ZZ
BRYAN RONALD A 180 230,882.99
1
7 STAR OF THE SEA DRIVE 10.875 3,273.41
35
10.625 3,273.41
850,000.00
SOUTH DARTMOUTH MA 02748 5 01/05/90
00
4171815 05 03/01/90
0
4171815 O 02/01/05
0
1200174 324/324 F 225,000.00
ZZ
LOCKE LAURANCE G 360 214,818.26
1
4840 EAST LAKE ROAD 10.750 2,100.34
75
10.500 2,100.34
300,000.00
GORHAM NY 14544 4 01/31/90
00
3967247 05 03/01/90
0
3967247 O 02/01/20
0
1200221 470/163 F 198,000.00
ZZ
JIMENEZ GERARDO R 360 191,195.09
1
26146 AVENIDA CALIDAD 10.750 1,848.29
78
10.500 1,848.29
255,000.00
MISSION VIEJO CA 92691 2 01/17/90
00
4952356 03 03/01/90
0
01105051 O 02/01/20
0
1200674 150/600 F 500,000.00
ZZ
LAMB ROBERT E 180 400,886.39
1
429 VIRGINIA AVENUE 11.000 5,682.98
65
10.750 5,682.98
775,000.00
SAN MATEO CA 94402 5 01/30/90
00
320020852 05 04/01/90
0
9248633 O 03/01/05
0
1200727 976/976 F 370,000.00
ZZ
SUN JAMES 360 358,385.80
1
3867 ROYAL WOODS DRIVE 11.125 3,558.59
65
10.625 3,558.59
570,000.00
(SHERWOOD OAKS CA 91403 5 02/15/90
00
640314 05 04/01/90
0
640314 O 03/01/20
0
1
1200799 976/976 F 455,000.00
ZZ
WU KEH-DING 180 368,030.53
1
20518 SARTELL DRIVE 11.250 5,243.17
70
10.940 5,243.17
650,000.00
WALNUT AREA CA 91789 1 03/12/90
00
650464 03 05/01/90
0
650464 O 04/01/05
0
1200839 462/462 F 182,000.00
ZZ
GUIGUI ELIE 180 145,343.24
1
4430 NAUTILUS DRIVE 10.750 2,040.13
65
10.500 2,040.13
280,000.00
MIAMI BEACH FL 33140 5 02/01/90
00
395525 05 04/01/90
0
395525 O 03/01/05
0
1201257 478/163 F 230,000.00
ZZ
BABAI MOHAMMAD G 180 186,583.34
1
29242 KESTREL LANE 11.125 2,632.25
53
10.875 2,632.25
435,000.00
LAGUNA NIGUEL CA 92677 5 04/04/90
00
0050190670 05 06/01/90
0
01105384 O 05/01/05
0
1201381 283/283 F 350,000.00
ZZ
GRANARA FRANCIS R 360 337,625.42
1
95 SHRINE ROAD 10.625 3,234.34
71
10.375 3,234.34
495,000.00
NORWELL MA 02061 2 01/16/90
00
4729272 05 03/01/90
0
4729272 O 02/01/20
0
1201470 301/163 F 228,000.00
ZZ
MANALO BERNADETT 360 220,577.15
1
511 NORTH OXFORD AVENUE 11.375 2,236.15
80
10.625 2,236.15
285,000.00
LOS ANGELES CA 90004 1 02/01/90
00
0050189283 05 04/01/90
0
4059644 O 03/01/20
0
1203303 392/163 F 255,000.00
ZZ
GETZ THEODORE P 360 247,805.29
1
32 KNOTT DRIVE 11.250 2,476.72
75
10.875 2,476.72
340,000.00
1
GLEN COVE NY 11542 5 06/08/90
00
0050192186 05 08/01/90
0
8558106 O 07/01/20
0
1203361 530/163 F 198,750.00
ZZ
MILLER HOWARD D 360 193,023.18
1
2029 OLD PIEDMONT ROAD 11.250 1,930.38
75
10.875 1,930.38
265,000.00
SAN JOSE CA 95132 5 05/21/90
00
0050192160 05 07/01/90
0
027339 O 06/01/20
0
1203471 142/670 F 300,000.00
ZZ
RAY MATTHEW 360 290,096.11
1
519 JOCKEY HOLLOW ROAD 10.750 2,800.45
59
10.500 2,800.45
515,000.00
MORRIS TOWNSHIP NJ 07960 5 03/08/90
00
7113349 05 05/01/90
0
7113349 O 04/01/20
0
1203676 147/147 F 266,350.00
ZZ
HORNBY RICHARD D 360 258,278.41
1
2201 WEST TOLEDO PLACE 10.875 2,511.39
90
10.625 2,511.39
295,950.00
LA HABRA CA 90631 1 06/25/90
04
108985 03 08/01/90
17
108985 O 07/01/20
0
1203710 503/163 F 255,000.00
ZZ
TORRES-MUGA JAY F 360 246,995.79
1
6470 MARSH CREEK ROAD 11.125 2,452.54
75
10.875 2,452.54
340,000.00
CLAYTON CA 94517 1 02/22/90
00
0050191297 05 04/01/90
0
13001064 O 03/01/20
0
1203991 323/163 F 279,000.00
ZZ
LE PHILLIP P 360 270,960.48
1
1511 DOMINGUEZ RANCH ROAD 11.250 2,709.82
80
10.770 2,709.82
348,800.00
CORONA CA 91720 1 05/29/90
00
0050191996 03 07/01/90
0
150104116 O 06/01/20
0
1
1204047 478/163 F 262,500.00
ZZ
LAO EARKIANG 180 214,206.89
1
1986 TAMBOR COURT 11.200 3,016.62
75
10.825 3,016.62
350,000.00
ROWLAND HEIGHTS CA 91748 5 05/23/90
00
0050191912 05 07/01/90
0
311197619 O 06/01/05
0
1204070 331/600 F 468,750.00
ZZ
HOFER BETTY L 360 454,842.71
1
684 KORISA DRIVE 10.875 4,419.80
75
10.125 4,419.80
625,000.00
HUNTINGDON VALL PA 19006 1 07/27/90
00
311670632 05 09/01/90
0
1179902 O 08/01/20
0
1204588 028/163 F 311,250.00
ZZ
TABBAA AMMAR 180 252,490.56
1
6617 EAST PINNACLE POINTE 10.750 3,488.95
75
10.500 3,488.95
415,000.00
ORANGE CA 92669 1 06/14/90
00
0050193004 03 08/01/90
0
098998061 O 07/01/05
0
1206037 196/600 F 210,000.00
ZZ
DUNN ROBERT T 360 204,059.85
1
27157 GOLDEN ROD ROAD 11.125 2,019.74
55
10.625 2,019.74
386,000.00
IDYLLWILD CA 92349 5 07/02/90
00
310979463 05 09/01/90
0
098889761 O 08/01/20
0
1206611 539/539 F 269,500.00
ZZ
BROWN WAYNE K 180 213,245.01
1
21122 RICHMOND CIRCLE 10.875 3,042.01
70
10.625 3,042.01
385,000.00
HUNTINGTON BEAC CA 92646 5 06/21/90
00
502229 05 08/01/90
0
502229 O 07/01/05
0
1206780 392/600 F 292,500.00
ZZ
SON JAESUN 360 283,259.16
1
1
2788 CLUBHOUSE ROAD 10.625 2,702.99
75
10.240 2,702.99
390,000.00
MERRICK NY 11566 1 07/27/90
00
311872659 05 09/01/90
0
8510476 O 08/01/20
0
1207005 028/600 F 276,500.00
T
FELDKAMP IRVING M 360 267,898.19
1
560 FAIRWAY DRIVE UNIT 722 10.625 2,555.13
70
10.375 2,555.13
395,000.00
MAMMOTH LAKES CA 93546 1 07/09/90
00
310156724 01 09/01/90
0
098998108 O 08/01/20
0
1207188 124/600 F 223,200.00
ZZ
CURRAN JAMES 360 216,577.34
1
4110 ALAMO STREET 10.875 2,104.54
90
10.375 2,104.54
248,000.00
SIMI VALLEY CA 93063 1 07/05/90
11
312025109 05 09/01/90
20
658787 O 08/01/20
0
1207196 372/600 F 239,950.00
ZZ
HODGE WAYNE G 180 195,792.13
1
15375 ZAHARIAS STREET 10.875 2,708.46
80
10.500 2,708.46
299,990.00
MORENO VALLEY CA 92360 1 06/07/90
00
312174782 05 08/01/90
0
4143079RCU O 07/01/05
0
1207406 200/600 F 225,000.00
ZZ
BOURJI MELHEM E 360 215,942.90
1
5852 GLEN FOREST DR. 10.000 1,974.54
90
9.750 1,974.54
250,000.00
FALLS CHURCH VA 22041 1 12/22/89
04
320013659 05 02/01/90
20
0942805 O 01/01/20
0
1207553 453/453 F 243,750.00
ZZ
SANCHEZ JOSE L 360 236,505.25
1
1306 WEST NORTH STREET 11.000 2,321.29
75
10.625 2,321.29
325,000.00
ANAHEIM CA 92805 2 07/11/90
00
7011612 05 09/01/90
0
1
90719949 O 08/01/20
0
1207625 478/600 F 250,000.00
ZZ
JACOBSON MICHAEL J 180 203,982.13
1
310 FILLY LANE 10.550 2,771.25
66
10.300 2,771.25
380,000.00
NORCO CA 91760 5 07/20/90
00
310699053 05 09/01/90
0
610093814 O 08/01/05
0
1207652 052/670 F 420,000.00
ZZ
SHIH JAMY C 360 334,521.23
1
1995 KERNS AVENUE 10.750 3,920.62
74
10.125 3,920.62
575,000.00
SAN MARINO CA 91108 5 07/24/90
00
137783 05 09/01/90
0
13783 O 08/01/20
0
1207797 331/331 F 288,000.00
ZZ
PARK INSOON 360 279,040.42
1
29466 PORT ROYAL WAY UNIT 95 10.625 2,661.40
80
10.125 2,661.40
360,000.00
LAGUNA NIGUEL CA 92677 2 07/19/90
00
2119069 01 09/01/90
0
20010319069 O 08/01/20
0
1207887 976/976 F 888,000.00
ZZ
DEMELLO WAYNE R 360 861,020.73
1
3625 NUUANU PALI DRIVE 10.750 8,289.32
65
10.500 8,289.32
1,375,000.00
HONOLULU HI 96817 5 07/20/90
00
669367826 05 09/01/90
0
669367826 O 08/01/20
0
1207891 470/470 F 278,700.00
ZZ
JUNKINS JAMES V 180 229,796.22
1
13937 SAN DIMAS LANE 10.625 3,102.38
90
10.375 3,102.38
309,710.00
RANCHO CUCAMONG CA 91739 1 09/06/90
10
01109448 05 11/01/90
17
01109448C O 10/01/05
0
1
1207904 640/600 F 300,400.00
ZZ
MINEO FRANK 180 175,693.87
1
13802 NORTH CORAL GABLES DRIVE 10.625 3,343.94
75
10.125 3,343.94
405,000.00
PHOENIX AZ 85023 2 07/22/86
00
310130422 05 09/01/86
0
51078 O 08/01/01
0
1208042 637/637 F 185,000.00
ZZ
O'CALLAGHAN RALPH 360 178,883.89
1
18 MUELLER MOUNTAIN ROAD 10.750 1,726.94
70
10.125 1,726.94
265,000.00
PUTNAM VALLEY NY 10579 1 06/21/90
00
1214865 05 08/01/90
0
1214865 O 07/01/20
0
1208061 147/147 F 278,950.00
ZZ
MENTON WILLIAM M 360 271,101.26
1
2250 WEST TOLEDO PLACE 11.375 2,735.85
90
10.625 2,735.85
309,950.00
LA HABRA CA 90631 1 05/25/90
04
108906 03 07/01/90
17
108906 O 06/01/20
0
1208110 637/637 F 455,200.00
ZZ
CLAYBOURNE WAYNE D 360 440,392.97
1
6323 ALLOTT AVENUE 10.500 4,163.89
80
10.250 4,163.89
569,000.00
VAN NUYS CA 91401 1 06/25/90
00
1247410 05 08/01/90
0
1247410 O 07/01/20
0
1208132 019/019 F 279,000.00
ZZ
WOOD CLIFF L 360 270,721.99
1
MT PAUL ROAD R.D. #2 10.875 2,630.67
90
10.410 2,630.67
310,000.00
CHESTER TOWNSHI NJ 07930 1 07/02/90
04
301420089 05 09/01/90
17
5803627 O 08/01/20
0
1208152 225/225 F 171,000.00
ZZ
JOVINELLY JOSEPH J 360 157,039.02
1
202A SPINNAKERS COVE 10.875 1,612.35
80
10.625 1,612.35
214,240.00
1
TOMS RIVER NJ 08753 1 02/16/90
00
0927072 01 04/01/90
0
927072 O 03/01/20
0
1208209 331/600 F 217,000.00
ZZ
CORCORAN CHRISTOPH 360 210,088.20
1
1764 EAST SANDALWOOD AVENUE 10.500 1,984.98
70
10.125 1,984.98
310,000.00
ANAHEIM CA 92805 5 07/27/90
00
310274055 05 09/01/90
0
20095419213 O 08/01/20
0
1208221 264/670 F 258,750.00
ZZ
FARAH ELIAS J 360 251,073.13
1
17208 SOUTH YVETTE AVENUE 10.875 2,439.73
75
10.125 2,439.73
345,000.00
CERRITOS CA 90701 5 07/25/90
00
4561486 05 09/01/90
0
312878 O 08/01/20
0
1208233 487/487 F 525,000.00
ZZ
NYACK IRMA 360 508,596.80
1
191 EILEEN DRIVE 10.375 4,753.39
75
10.125 4,753.39
700,000.00
CEDAR GROVE NJ 07009 1 09/12/90
00
0072900 05 11/01/90
0
7021728 O 10/01/20
0
1208359 453/600 F 308,000.00
ZZ
STELLINI JOSEPH 360 298,839.91
1
10671 LA GRANGE AVENUE 10.750 2,875.13
67
10.375 2,875.13
464,000.00
LOS ANGELES CA 90025 5 07/25/90
00
311457303 01 10/01/90
0
90620576 O 09/01/20
0
1208575 060/060 F 202,500.00
ZZ
CONRAD C G 360 195,930.64
1
LOT 18 BLK .575.02 ASTER DRIVE 10.500 1,852.35
90
10.125 1,852.35
225,000.00
DOVER NJ 08753 1 07/18/90
04
0510161219 05 09/01/90
17
510016121 O 08/01/20
0
1
1208602 142/670 F 206,850.00
ZZ
MIGLIORISI JOHN 360 200,277.64
1
473 PRINCETON AVE 10.625 1,911.50
70
10.375 1,911.50
295,500.00
BRICKTOWN NJ 08724 5 06/22/90
00
3392690 05 08/01/90
0
3392690 O 07/01/20
0
1208612 142/670 F 285,000.00
ZZ
KISELICA BRUCE M 360 276,332.92
1
120 MILLER ROAD 10.875 2,687.24
54
10.510 2,687.24
530,000.00
KINNELON NJ 07405 5 06/08/90
00
7203852 05 08/01/90
0
7203852 O 07/01/20
0
1208617 531/600 F 300,000.00
ZZ
HOSMAN GARY D 360 291,099.46
1
1511 SOUTH TENAYA WAY 10.875 2,828.67
80
10.375 2,828.67
375,000.00
LAS VEGAS NV 89117 1 07/11/90
00
310495445 05 09/01/90
0
1737577 O 08/01/20
0
1209486 664/600 F 284,000.00
ZZ
FREED RODNEY A 360 275,186.00
1
25832 EMPRESA 10.750 2,651.09
80
10.500 2,651.09
355,000.00
MISSION VIEJO CA 92691 2 06/06/90
00
311991590 05 08/01/90
0
0230243 O 07/01/20
0
1209728 478/600 F 315,000.00
ZZ
FERNANDEZ AMALIO R 360 305,920.24
1
4195 PEPPER AVENUE 10.800 2,952.31
75
10.550 2,952.31
420,000.00
YORBA LINDA CA 92686 5 09/19/90
00
320014327 05 11/01/90
0
9510133118 O 10/01/20
0
1209778 331/600 F 280,000.00
ZZ
GERHOFF JEFFREY C 360 49,359.25
1
1
5709 LAKE CHRISTOPHER DRIVE 10.000 2,457.20
68
9.625 2,457.20
414,000.00
DERWOOD MD 20855 1 08/21/90
00
311838932 05 10/01/90
0
30000018178 O 09/01/20
0
1209949 531/600 F 304,200.00
ZZ
CHANG HAI P 288 286,248.16
1
296 KIPUKAI PLACE 10.875 2,978.42
65
10.625 2,978.42
468,000.00
HONOLULU HI 96825 1 07/16/90
00
311251433 02 09/01/90
0
1822628 O 08/01/14
0
1210241 525/884 F 210,000.00
ZZ
PEDERSEN DAVID A 360 203,067.69
1
262 EAST OAKWOOD BOULEVARD 10.750 1,960.31
61
10.500 1,960.31
349,000.00
REDWOOD CITY CA 94061 5 03/21/90
00
60375532 05 05/01/90
0
9336059 O 04/01/20
0
1210255 525/884 F 250,000.00
ZZ
MCDANIEL MARIETTA E 360 241,110.46
1
1015 COLUSA AVENUE 10.625 2,310.24
68
10.375 2,310.24
372,000.00
BERKELEY CA 94707 1 04/09/90
00
60375953 05 06/01/90
0
9337325 O 05/01/20
0
1210337 019/019 F 308,000.00
T
FITZIG SIMON H 360 299,266.77
1
26 SEVENTH AVENUE 11.000 2,933.16
67
10.470 2,933.16
466,000.00
SEASIDE PARK NJ 08752 2 08/02/90
00
301420113 05 10/01/90
0
5803735 O 09/01/20
0
1211475 560/B71 F 274,200.00
ZZ
NORRIS MARK J 360 264,577.01
1
14371 SILVER HEIGHTS ROAD 10.375 2,482.63
80
10.250 2,482.63
342,800.00
POWAY CA 92064 1 07/26/90
00
217469543 05 09/01/90
0
1
00442465001 O 08/01/20
0
1211501 503/600 F 300,000.00
ZZ
KROHN DONALD R 180 243,683.16
1
3984 EL NIDO RANCH ROAD 10.250 3,269.85
47
10.000 3,269.85
647,000.00
LAFAYETTE CA 94549 1 07/20/90
00
310025499 05 09/01/90
0
151627 O 08/01/05
0
1212352 403/403 F 475,000.00
ZZ
BLEDZINSKI LESTER J 360 441,496.39
1
LOT NO 36 208 GRANDVIEW DRIVE 10.875 4,478.73
80
10.625 4,478.73
600,000.00
GLASTONBURY CT 06033 1 03/03/89
00
1648252 05 05/01/89
0
1648252 O 04/01/19
0
1212370 324/324 F 270,000.00
ZZ
WOTTRICH JEREL K 180 61,595.22
1
6705 BRIDGE HILL COVE 10.375 2,963.69
90
10.125 2,963.69
300,000.00
AUSTIN TX 78746 1 07/31/90
04
4010047 03 09/01/90
17
4010047 O 08/01/05
0
1212451 976/976 F 215,000.00
ZZ
ALBANESE CATHERINEL 180 176,640.07
1
647 ANDAMAR WAY 10.375 2,359.98
68
10.125 2,359.98
320,000.00
GOLETA CA 93117 2 09/04/90
00
666509707 05 11/01/90
0
666509707 O 10/01/05
0
1212506 413/413 F 784,000.00
ZZ
CHUANG MORNING 360 763,270.79
1
1125 FALLEN LEAF ROAD 11.250 7,614.69
70
10.125 7,614.69
1,120,000.00
ARCADIA CA 91006 5 09/17/90
00
153042321 05 11/01/90
0
153042321 O 10/01/20
0
1
1212517 544/600 F 280,000.00
ZZ
MADRIGAL ROBERT 360 271,888.36
1
26 SAINT FRANCIS WAY 10.875 2,640.09
47
10.625 2,640.09
600,000.00
SANTA BARBARA CA 93105 5 09/06/90
00
320005465 05 11/01/90
0
1212517 O 10/01/20
0
1212527 976/976 F 295,500.00
ZZ
MCCALL T M 360 286,304.83
1
4109 BUCKINGHAM PLACE 10.625 2,730.71
80
10.375 2,730.71
370,500.00
COLLEYVILLE TX 76034 1 07/26/90
00
672005854 05 09/01/90
0
672005854 O 08/01/20
0
1212549 334/334 F 427,100.00
ZZ
HOFFMAN ROBERT W 360 414,123.95
1
53 WILLOWBROOK LANE 10.750 3,986.90
80
10.125 3,986.90
535,597.00
POMONA CA 91766 1 07/11/90
00
890052 05 09/01/90
0
890052 O 08/01/20
0
1212919 453/600 F 510,000.00
ZZ
RHEA DARREL K 360 494,878.19
1
27061 HORSESHOE LANE 10.750 4,760.76
68
10.375 4,760.76
750,000.00
LOS ALTOS HILLS CA 94022 1 09/11/90
00
320014129 05 11/01/90
0
90425463 O 10/01/20
0
1213233 351/351 F 200,000.00
ZZ
KUO HSIAO A 360 191,997.05
1
2800 PLAZA DEL AMO #352 10.625 1,848.20
75
10.375 1,848.20
270,000.00
TORRANCE CA 90503 1 07/27/89
00
08213020 01 09/01/89
0
08213020 O 08/01/19
0
1213238 351/351 F 600,000.00
ZZ
HERSON SELWYN S 360 575,658.13
1
24065 PARK CASINO 10.625 5,544.59
80
10.375 5,544.59
750,000.00
1
CALABASAS AREA CA 91302 1 07/27/89
00
08213260 03 09/01/89
0
08213260 O 08/01/19
0
1213358 351/351 F 200,000.00
ZZ
GUSTAFSON JOHN T 360 186,292.57
1
2166 CALLE RISCOSO 10.000 1,755.14
76
9.750 1,755.14
265,000.00
THOUSAND OAKS CA 91362 5 04/28/87
00
09105030 05 07/01/87
0
09105030 O 06/01/17
0
1213391 351/351 F 249,750.00
ZZ
SICA ANTHONY F 360 237,010.68
1
4520 MEADOW CREEK RD 10.250 2,238.01
75
10.000 2,238.01
333,000.00
PLACERVILLE CA 95667 1 07/25/89
00
09172155 05 09/01/89
0
09172155 O 08/01/19
0
1213393 351/351 F 328,300.00
ZZ
ROONEY CYNTHIA 360 315,291.18
1
22432 ROSEBRIAR 10.500 3,003.09
70
10.250 3,003.09
469,000.00
MISSION VIEJO CA 92692 1 08/02/89
00
09172734 05 10/01/89
0
09172734 O 09/01/19
0
1213402 351/351 F 198,000.00
ZZ
SEMERCI OVERESTES 360 189,619.25
1
1627 THE MIDWAY 10.500 1,811.18
90
10.250 1,811.18
220,000.00
GLENDALE CA 91208 1 10/04/89
11
09178217 05 12/01/89
17
09178217 O 11/01/19
0
1213437 351/351 F 189,000.00
ZZ
MERCHABI SIMON N 360 181,245.33
1
21610 BLACKHAWK ST 10.000 1,658.61
90
9.750 1,658.61
210,000.00
CHATSWORTH CA 91311 1 11/15/89
11
09182246 05 01/01/90
20
09182246 O 12/01/19
0
1
1213529 478/600 F 197,000.00
ZZ
RODRIGO JAIME D 360 191,428.73
1
5000 ALMADEN DRIVE 10.900 1,861.21
73
10.400 1,861.21
270,000.00
LOS ANGELES CA 90042 5 09/20/90
00
320011919 05 11/01/90
0
610130215 O 10/01/20
0
1213788 200/663 F 225,000.00
ZZ
STEWART SR CARLIN O 180 179,344.06
1
8904 STRATFORD COURT 10.000 2,417.87
63
9.750 2,417.87
360,000.00
OWINGS MD 20736 1 04/06/90
00
166590 05 06/01/90
0
0971911 O 05/01/05
0
1214074 637/600 F 350,000.00
ZZ
SILVER JONATHAN E 360 339,318.33
1
37306 WILDWOOD VIEW 10.500 3,201.59
90
10.125 3,201.59
390,000.00
YUCIAPA CA 92399 1 09/07/90
14
320016652 05 11/01/90
17
1248301 O 10/01/20
0
1214137 312/600 F 298,250.00
ZZ
LARA ANDRES C 360 288,727.22
1
4810 SILVERBROOK WAY 10.375 2,700.38
80
10.125 2,700.38
375,295.00
BOWIE MD 20715 1 08/30/90
00
320006869 03 10/01/90
0
1456466 O 09/01/20
0
1214234 664/600 F 270,850.00
ZZ
BERRY JR JOHN C 360 262,462.49
1
24 MUIRFIELD 10.625 2,502.92
80
10.375 2,502.92
338,600.00
DOVE CANYON ARE CA 92679 1 08/01/90
00
320005242 03 10/01/90
0
0250399 O 09/01/20
0
1214346 190/550 F 270,000.00
ZZ
DADOUR MICHEL G 360 259,326.93
1
1
25242 BENTWOOD 10.200 2,409.44
75
9.950 2,409.44
360,000.00
LAGUNA NIGUEL CA 92677 1 12/22/89
00
120070177 03 02/01/90
0
141388331 O 01/01/20
0
1214408 034/034 F 330,000.00
ZZ
FISHER JOHN N 360 317,330.66
1
742 HOLLY DRIVE NORTH 10.875 3,111.54
64
10.625 3,111.54
520,000.00
ANNAPOLIS MD 21401 5 06/30/89
00
4294793 05 08/01/89
0
4294793 O 07/01/19
0
1214521 331/600 F 204,000.00
ZZ
HURST C H 360 198,192.26
1
32241 RIDGEWAY AVENUE 10.750 1,904.30
55
10.500 1,904.30
377,000.00
LAGUNA NIGUEL CA 92677 5 10/05/90
00
320014715 03 12/01/90
0
20031121056 O 11/01/20
0
1214674 147/147 F 333,000.00
ZZ
VIRZI CARL J 360 323,781.66
1
7853 LILAC LANE 11.125 3,202.73
75
10.490 3,202.73
444,102.00
SIMI VALLEY CA 93063 4 08/17/90
00
445004 05 10/01/90
0
445004 O 09/01/20
0
1215044 233/695 F 140,000.00
ZZ
WILSON CAROL 360 129,960.53
1
11111 BISCAYNE BLVD. UNIT 1217 10.000 1,228.60
80
9.750 1,228.60
175,000.00
NORTH MIAMI FL 33161 2 01/07/87
00
882050 06 03/01/87
0
06218542 O 02/01/17
0
1215136 233/695 F 51,081.32
T
POE DENZIL A 340 49,137.14
1
1510 BEACON STREET 10.625 476.05
75
10.375 476.05
69,000.00
NEW SMYRNA BEAC FL 32069 1 06/06/90
00
884018 05 09/01/90
0
1
06387509 O 12/01/18
0
1215152 233/695 F 62,340.28
ZZ
GRAFF JOSEPH A 345 58,227.90
1
3300 SOUTH AIA UNIT 5318 10.625 579.66
80
10.375 579.66
78,500.00
ST AUGUSTINE BE FL 32084 1 07/10/90
00
884677 01 10/01/90
0
06419325 O 06/01/19
0
1215213 233/695 F 61,928.30
ZZ
GARCIA MARCELINO 348 59,489.23
1
2420 SW 131 COURT 10.750 580.47
80
10.500 580.47
78,000.00
MIAMI FL 33175 1 10/11/89
00
886090 05 01/01/90
0
07325405 O 12/01/18
0
1215220 233/695 F 58,448.36
ZZ
BASNIGHT WINNIFRED 345 56,229.08
1
554 BALCOM TERRACE S.E 10.750 548.91
74
10.500 548.91
80,000.00
PALM BAY FL 32909 1 02/07/90
00
886301 05 05/01/90
0
07350302 O 01/01/19
0
1215245 233/695 F 316,000.00
ZZ
GRUBERT GORDON J 360 273,915.78
1
318 WINCHESTER COURT 10.000 2,773.13
80
9.750 2,773.13
395,550.00
LAKE BLUFF IL 60040 1 01/30/87
00
887076 05 03/01/87
0
08120706 O 02/01/17
0
1215273 233/695 F 253,420.82
ZZ
JUNGUENET ALAIN C 345 242,712.42
1
1183 BLAZO TERRACE 10.375 2,307.39
80
10.125 2,307.39
320,000.00
MOUNTAINSIDE NJ 07092 1 11/09/89
00
888040 05 02/01/90
0
08920773 O 10/01/18
0
1
1215623 560/B71 F 195,000.00
ZZ
BLAZER CYNTHIA 360 188,461.13
1
13290 PHILLIPPI AVENUE 10.500 1,783.74
75
10.375 1,783.74
260,000.00
SYLMAR CA 91342 5 09/04/90
00
217496637 05 11/01/90
0
00462582503 O 10/01/20
0
1215692 233/600 F 215,000.00
ZZ
BOSWELL III CHARLES E 360 208,155.65
1
1110 FORREST HILLS DRIVE 10.875 2,027.22
89
10.125 2,027.22
242,600.00
BOGART GA 30622 1 07/03/90
04
320025034 05 08/01/90
17
1837151 O 07/01/20
0
1215841 445/600 F 262,500.00
ZZ
CHANG GEORGE T 180 217,435.53
1
10021 CARMONA COURT 10.625 2,922.05
75
10.250 2,922.05
350,000.00
CUPERTINO CA 95014 5 10/01/90
00
320014400 05 12/01/90
0
2001346 O 11/01/05
0
1217636 334/334 F 216,000.00
ZZ
HOMAIDAN BAHIJ T 360 209,771.57
1
18960 OUTER BEAR VALLEY ROAD 11.000 2,057.02
80
10.625 2,057.02
270,000.00
APPLE VALLEY CA 92307 1 08/20/90
00
892073 03 10/01/90
0
892073 O 09/01/20
0
1217669 415/600 F 300,000.00
ZZ
RATH KURT P 360 291,269.12
1
23 PEQUOT DRIVE 10.750 2,800.45
69
10.500 2,800.45
440,000.00
EAST NORWALK CT 06855 5 08/29/90
00
320015985 05 11/01/90
0
0629014 O 10/01/20
0
1217687 233/600 F 350,000.00
ZZ
LOBB JOHN P 360 338,966.07
1
4 ROCKLEDGE COURT 10.500 3,201.59
75
EVESHAM TWP 10.125 3,201.59
470,000.00
1
MARLTON NJ 08053 5 08/02/90
00
320034556 05 10/01/90
0
1410620660 O 09/01/20
0
1217816 324/324 F 221,250.00
ZZ
LAPWORTH GEORGE R 360 214,655.86
1
1074 HEMLOCK DRIVE 10.625 2,044.57
75
10.375 2,044.57
297,000.00
BLUE BELL PA 19422 5 09/28/90
00
4024444 05 11/01/90
0
4024444 O 10/01/20
0
1217837 192/546 F 200,000.00
ZZ
FRANCO HECTOR E 360 179,863.43
1
11893 SILCON AVENUE 10.625 1,848.20
80
10.375 1,848.20
250,000.00
CHINO CA 91710 5 09/15/86
00
2438901 05 11/01/86
0
2438901 O 10/01/16
0
1218036 142/670 F 500,000.00
ZZ
SHAH ASHOK 180 404,847.34
1
11 MEADOW DRIVE 11.000 5,682.99
67
10.310 5,682.99
755,000.00
WARREN NJ 07060 5 04/30/90
00
7115537 05 06/01/90
0
7115537 O 05/01/05
0
1218403 150/600 F 365,000.00
ZZ
LEE JAMES T 360 354,357.14
1
459-46TH AVENUE 10.625 3,372.96
60
10.375 3,372.96
610,000.00
SAN FRANCISCO CA 94121 5 10/15/90
00
320019276 05 12/01/90
0
9255719 O 11/01/20
0
1218515 028/736 F 253,100.00
ZZ
WASHINGTON JOSEPH 360 243,322.85
1
217 MANDALAY AVENUE 10.500 2,315.21
70
10.250 2,315.21
361,635.00
HERCULES CA 94547 1 10/11/90
00
6525 05 12/01/90
0
099091047 O 11/01/20
0
1
1218516 028/736 F 281,250.00
ZZ
LOVE A F 360 272,070.38
1
7650 SIERRA DRIVE 11.125 2,705.01
75
10.780 2,705.01
375,000.00
ROSEVILLE CA 95661 5 09/19/90
00
6513 05 11/01/90
0
099090566 O 10/01/20
0
1218649 409/409 F 550,000.00
ZZ
SUEN SZEMING 360 534,291.94
1
2034 MANOA ROAD 10.500 5,031.07
69
10.110 5,031.07
800,000.00
HONOLULU HI 96822 1 12/12/90
00
318720 05 02/01/91
0
318720 O 01/01/21
0
1218701 546/546 F 192,700.00
ZZ
LINDSAY JOHN R 360 179,954.50
1
10470 ROCK CREEK DRIVE 12.750 2,094.65
80
12.500 2,094.65
240,900.00
SAN DIEGO CA 92131 1 12/14/84
00
11839950 05 02/01/85
0
11839950 O 01/01/15
0
1218909 546/546 F 264,000.00
ZZ
FARLEY IV WILLIAM W 360 252,399.51
1
100 AURORA LANE 10.500 2,414.92
60
10.250 2,414.92
440,000.00
LOS GATOS CA 95030 1 07/28/89
00
13114956 05 10/01/89
0
13114956 O 09/01/19
0
1218955 546/546 F 256,000.00
ZZ
MARTINEZ FLORENCIO 360 246,817.13
2
932 S FIR AVENUE 10.625 2,365.69
80
10.375 2,365.69
320,000.00
INGLEWOOD CA 90301 1 12/04/89
00
13178613 05 02/01/90
0
13178613 O 01/01/20
0
1218958 546/546 F 299,900.00
ZZ
FABIAN JR RALPH L 360 283,725.46
1
1
22531 BLUEJAY 10.625 2,771.37
71
10.375 2,771.37
425,000.00
MISSION VIEJO CA 92692 1 11/21/89
00
13180544 03 01/01/90
0
13180544 O 12/01/19
0
1218971 546/546 F 280,000.00
ZZ
SMITH JOHN W 360 269,578.93
1
987 AVE PALOS VERDES 10.875 2,640.10
78
10.625 2,640.10
360,000.00
PALM SPRINGS CA 92262 1 02/12/90
00
13208436 05 04/01/90
0
13208436 O 03/01/20
0
1218992 546/546 F 454,100.00
ZZ
WALTON ROGER D 360 401,959.13
1
5101 TIMBER COVE COURT 10.750 4,238.94
75
10.500 4,238.94
605,500.00
ARLINGTON TX 76017 1 09/26/89
00
26021729 05 11/01/89
0
26021729 O 10/01/19
0
1219134 372/600 F 435,000.00
ZZ
GOLDBERG MARSHALL P 360 422,855.37
1
18 SAN SIMEON 10.500 3,979.12
75
9.883 3,979.12
580,000.00
LAGUNA NIGUEL CA 92677 1 01/11/91
00
320045446 03 03/01/91
0
1958552WACC O 02/01/21
0
1219364 010/417 F 198,000.00
ZZ
CARDINAELS RENE 360 192,098.54
1
13921 AULTS AVENUE 10.625 1,829.72
90
10.125 1,829.72
220,000.00
SYLMAR CA 91342 1 09/05/90
04
487817097 05 11/01/90
17
19082981 O 10/01/20
0
1219523 312/600 F 277,500.00
ZZ
FOSS FREDERICKH 360 268,148.72
1
1623 JONQUIL STREET, N.W. 9.875 2,409.67
75
9.625 2,409.67
370,000.00
WASHINGTON DC 20012 1 10/19/90
00
320023864 05 12/01/90
0
1
1503101 O 11/01/20
0
1219536 200/600 F 351,350.00
ZZ
WASHINGTON JOSEPH H 360 340,716.32
1
16322 WHITEHAVEN RD 10.625 3,246.82
75
10.375 3,246.82
468,500.00
SILVER SPRING MD 20905 2 10/18/90
00
320025182 05 12/01/90
0
1016005 O 11/01/20
0
1223218 034/034 F 196,200.00
ZZ
PREUX CARL S 360 191,135.41
1
14 SCHULZ STREET 11.375 1,924.27
90
10.500 1,924.27
218,000.00
WESTBURY NY 11590 1 09/07/90
04
4589416 05 11/01/90
25
4589416 O 10/01/20
0
1223228 034/034 F 243,000.00
ZZ
MAURUS ROBERT A 360 236,432.38
1
28 MOUNT VERNON STREET 11.250 2,360.17
75
10.500 2,360.17
325,000.00
NEWPORT RI 02840 5 08/23/90
00
4567196 05 10/01/90
0
4567196 O 09/01/20
0
1223264 496/707 F 500,000.00
ZZ
HUH JAE P 360 485,375.17
1
1524 OHIALOKE STREET 10.375 4,527.04
40
10.125 4,527.04
1,250,000.00
HONOLULU HI 96821 2 12/14/90
00
55035 05 02/01/91
0
55035 O 01/01/21
0
1223375 429/600 F 240,000.00
ZZ
GRAN WARREN W 360 232,708.07
1
513 10TH STREET 10.750 2,240.36
75
10.500 2,240.36
320,000.00
BROOKLYN NY 11215 5 07/09/90
00
320028962 07 09/01/90
0
90030991 O 08/01/20
0
1
1223381 547/993 F 301,500.00
ZZ
MELTON DOUGLAS R 360 292,916.00
1
4164 BILLY MAHER RD 10.750 2,814.45
90
10.125 2,814.45
335,000.00
BARTLETT TN 38135 1 10/19/90
10
658863 05 12/01/90
17
658863 O 11/01/20
0
1223531 072/600 F 230,000.00
ZZ
DELUCA ANTHONY 360 223,595.68
1
182 BENEDICT AVE. 10.750 2,147.01
86
10.500 2,147.01
270,000.00
STATEN ISLAND NY 10314 1 11/09/90
04
320030430 05 01/01/91
25
1958615 O 12/01/20
0
1223599 019/019 F 272,000.00
ZZ
SUSSMAN HARRY 360 264,055.03
1
1405 ARBORETUM PARKWAY 10.500 2,488.10
80
10.250 2,488.10
340,000.00
LAKEWOOD TOWNSH NJ 08701 2 11/08/90
00
301420253 05 01/01/91
0
5804247 O 12/01/20
0
1223778 496/707 F 250,000.00
ZZ
KLEIN ANDREW W 360 242,687.60
1
2782 KOLEPA PLACE 10.375 2,263.52
19
10.125 2,263.52
1,373,000.00
LAHAINA HI 96761 2 12/17/90
00
55038 05 02/01/91
0
55038 O 01/01/21
0
1223895 547/993 F 232,000.00
ZZ
MAGLIOZZI JOSEPH R 360 224,433.50
1
9 TIERRA MADRE ROAD 10.375 2,100.55
80
10.125 2,100.55
290,000.00
PLACITAS NM 87043 1 07/25/90
00
636168 05 09/01/90
0
636168 O 08/01/20
0
1224131 547/993 F 211,600.00
ZZ
PROWS, JR JOSEPH H 360 205,484.08
1
5135 SORRENTO DR 11.000 2,015.12
90
10.625 2,015.12
235,210.00
1
BOISE ID 83704 1 10/19/90
10
600968 05 12/01/90
17
600968 O 11/01/20
0
1224282 096/096 F 618,750.00
ZZ
ITO, EUGENE C 360 596,115.91
1
5615 SARA DRIVE 10.625 5,717.85
75
9.625 5,717.85
825,000.00
TORRANCE CA 90503 1 11/09/89
00
2507300 05 01/01/90
0
2507300 O 12/01/19
0
1224318 096/096 F 200,000.00
ZZ
JOLITZ, WILLIAM F 360 192,399.05
1
447 61ST STREET 10.625 1,848.20
75
9.625 1,848.20
267,500.00
OAKLAND CA 94609 5 09/18/89
00
2541040 05 11/01/89
0
2541040 O 10/01/19
0
1224334 096/096 F 280,000.00
ZZ
EVANGELISTA, A R 360 269,519.39
1
1739 HAVEMEYER LN 10.500 2,561.27
80
9.625 2,561.27
350,000.00
REDONDO BEACH CA 90278 1 11/09/89
00
2548460 05 01/01/90
0
2548460 O 12/01/19
0
1224435 096/096 F 250,000.00
ZZ
GORDON, CHARLES W 360 241,066.22
1
2787 AVENUE 0-12 10.750 2,333.70
70
9.625 2,333.70
360,000.00
PALMDALE CA 93551 5 11/27/89
00
2586390 05 01/01/90
0
2586390 O 12/01/19
0
1224495 096/096 F 262,500.00
ZZ
COTA, ROBERT J 360 252,898.68
1
928 E NAVILLA PLACE 10.625 2,425.76
70
9.625 2,425.76
375,000.00
COVINA CA 91724 5 11/29/89
00
2598630 05 01/01/90
0
2598630 O 12/01/19
0
1
1224506 096/096 F 315,000.00
ZZ
WEINBERG, RUDI U 360 303,683.75
1
133 NORTH BROOKSHIRE AVE 10.750 2,940.47
90
9.625 2,940.47
350,000.00
VENTURA CA 93003 1 11/21/89
04
2602470 05 01/01/90
17
2602470 O 12/01/19
0
1224550 096/096 F 238,500.00
ZZ
DALEY, SCOTT 360 229,027.28
1
1603 SPEYER LN 10.500 2,181.65
90
9.625 2,181.65
265,000.00
REDONDO BEACH CA 90278 1 01/10/90
14
2613890 05 03/01/90
17
2613890 O 02/01/20
0
1224634 096/096 F 750,000.00
ZZ
KWAK, CHARLES C 360 712,945.69
1
806 TEAKWOOD ROAD 10.625 6,930.73
51
9.625 6,930.73
1,475,000.00
LOS ANGELES CA 90049 5 01/17/90
00
2636660 05 03/01/90
0
2636660 O 02/01/20
0
1224637 096/096 F 216,000.00
ZZ
LANUZA, ANTONIO B 360 208,402.81
1
416 DYLAN DRIVE 10.625 1,996.05
80
9.625 1,996.05
270,000.00
CORONA CA 91726 1 01/17/90
00
2636900 05 03/01/90
0
2636900 O 02/01/20
0
1224738 096/096 F 308,000.00
ZZ
BANH, HA T 360 296,943.21
1
2319 45TH AVENUE 10.500 2,817.40
75
9.625 2,817.40
415,000.00
SAN FRANCISCO CA 94116 5 02/13/90
00
2651460 05 04/01/90
0
2651460 O 03/01/20
0
1224785 096/096 F 320,000.00
ZZ
BAYLON, PAUL 360 309,833.13
1
1
1679 ARRIBA DRIVE 10.625 2,957.11
80
9.625 2,957.11
400,000.00
MONTEREY PARK CA 91754 1 06/18/90
00
2725000 05 08/01/90
0
2725000 O 07/01/20
0
1224802 096/096 F 525,000.00
ZZ
FOLEY, TERRY J 360 508,319.88
1
3233 ENGLISH RD. 10.625 4,851.51
75
9.625 4,851.51
700,000.00
CHINO CA 91709 1 06/14/90
00
2728630 05 08/01/90
0
2728630 O 07/01/20
0
1224832 096/096 F 230,000.00
ZZ
HORITA, MASAHIRO 360 222,140.38
1
17901 GRAMERCY PLACE 10.500 2,103.90
72
9.625 2,103.90
320,000.00
TORRANCE CA 90504 1 07/03/90
00
2736700 05 09/01/90
0
2736700 O 08/01/20
0
1224886 096/096 F 318,400.00
ZZ
LINDE, LAUREN G 360 306,094.28
1
3221 VETERAN AVENUE 10.500 2,912.53
80
9.625 2,912.53
398,000.00
LOS ANGELES CA 90034 1 09/04/90
00
2759550 05 11/01/90
0
2759550 O 10/01/20
0
1225004 547/993 F 220,000.00
ZZ
VELASQUEZ ARNULFO 360 213,874.26
1
5801 VILLA DRIVE 10.750 2,053.66
80
9.625 2,053.66
275,000.00
RANCHO CUCAMONG CA 91701 5 11/07/90
00
671955 05 01/01/91
0
671955 O 12/01/20
0
1225055 019/019 F 210,000.00
ZZ
MULLANE, JR. MICHAEL J 360 204,152.04
1
78 KINGSTON ROAD 10.750 1,960.32
80
10.500 1,960.32
265,000.00
WALTHAM MA 02154 2 11/26/90
00
301368809 05 01/01/91
0
1
5044415 O 12/01/20
0
1225145 331/600 F 387,200.00
ZZ
HOOPS JAMES V 360 376,401.48
1
5175 WESTWOOD LANE 10.625 3,578.11
70
10.125 3,578.11
556,000.00
YORBA LINDA CA 92686 5 12/20/90
00
320033608 05 02/01/91
0
2123401 O 01/01/21
0
1225199 331/600 F 427,000.00
ZZ
JOHNSON CHARLES R 360 415,342.96
1
19 NEWCASTLE LANE 10.375 3,866.09
74
10.125 3,866.09
577,000.00
LAGUNA NIGUEL CA 92677 1 03/18/91
00
320061971 03 05/01/91
0
21042623248 O 04/01/21
0
1226552 124/600 F 252,000.00
ZZ
AHARONIAN ELIANORA 180 211,905.17
1
10820 HOLMAN AVENUE #101 10.750 2,824.79
70
10.250 2,824.79
360,000.00
LOS ANGELES CA 90024 5 01/11/91
00
320040355 01 03/01/91
0
687812 O 02/01/06
0
1226732 353/353 F 301,100.00
ZZ
CAGLE BARNEY A 360 292,266.67
1
92-7053 ELELE STREET 9.875 2,614.60
80
9.625 2,614.60
376,400.00
EWA BEACH HI 96707 1 05/01/91
00
CS37468 05 06/01/91
0
CS37468 O 05/01/21
0
1226738 264/670 F 270,000.00
ZZ
ANDREWS LAWRENCE E 360 262,124.22
1
1273 WEST 23RD STREET #B 10.750 2,520.40
90
9.883 2,520.40
300,000.00
SAN PEDRO CA 90731 2 01/29/91
12
4563367 01 04/01/91
17
314644 O 03/01/21
0
1
1226744 019/019 F 195,200.00
BB
MAGIONCALDA ANDREW A 360 189,382.98
1
60 FRANCES COURT 10.750 1,822.16
79
10.110 1,822.16
249,900.00
CHESHIRE CT 06410 1 01/03/91
00
301370086 05 02/01/91
0
5046080 O 01/01/21
0
1226756 560/B71 F 405,000.00
ZZ
BERMAN MICHAEL J 360 391,263.95
1
70720 TAMARISK LANE 10.000 3,554.16
51
9.875 3,554.16
800,000.00
RANCHO MIRAGE CA 92270 2 12/13/90
00
217604958 05 02/01/91
0
004426072061 O 01/01/21
0
1226810 560/B71 F 206,000.00
ZZ
SHIELDS HENRY F 360 199,376.20
1
3 YEGAR DRIVE 9.875 1,788.80
75
9.750 1,788.80
275,000.00
LAWRENCEVILLE NJ 08648 2 12/19/90
00
217613199 05 02/01/91
0
00194649802 O 01/01/21
0
1227044 976/976 F 242,900.00
ZZ
BOLEY ALLEN 360 236,115.30
1
29955 GRANDIFLORAS ROAD 10.875 2,290.29
90
(CANYON COUNTRY AREA) 10.625 2,290.29
269,900.00
LOS ANGELES CA 91351 1 12/24/90
04
689041 03 02/01/91
17
689041 O 01/01/21
0
1227047 478/600 F 422,000.00
ZZ
HUANG CHO C 360 410,800.07
1
432 ALABAMA STREET 10.875 3,979.00
65
10.625 3,979.00
650,000.00
SAN GABRIEL CA 91775 2 01/04/91
00
320034929 05 03/01/91
0
3116486 O 02/01/21
0
1227076 372/600 F 490,000.00
ZZ
D'ELISCU BRUCE R 360 476,660.28
1
444 MENDOZA TERRACE 10.750 4,574.06
52
10.500 4,574.06
960,000.00
1
CORONA DEL MAR CA 92625 5 12/21/90
00
320036338 05 02/01/91
0
4217766BWS O 01/01/21
0
1227115 547/993 F 360,000.00
ZZ
PULLIAM JR JAMES C 360 347,904.50
1
ROUTE 651 9.875 3,126.06
80
9.625 3,126.06
450,000.00
LEESBURG VA 22075 1 11/02/90
00
673753 05 12/01/90
0
673753 O 11/01/20
0
1227544 052/670 F 208,000.00
ZZ
DAKIS JR SAM 360 200,503.92
1
210 ALAMEDA AVENUE 10.750 1,941.65
80
10.125 1,941.65
260,000.00
SALINAS CA 93901 1 12/07/90
00
148612 05 02/01/91
0
148612 O 01/01/21
0
1230581 372/600 F 261,000.00
BB
LIMON JOSE M 360 253,871.31
1
10117 LAKE SUMMIT DRIVE 10.250 2,338.83
90
10.000 2,338.83
290,000.00
MORENO VALLEY CA 92387 1 04/11/91
10
320068919 03 06/01/91
17
4227088 O 05/01/21
0
1230583 150/600 F 535,000.00
ZZ
GLECKMAN ROGER 360 520,671.82
1
7538 WEST 81ST STREET 10.500 4,893.86
77
(PLAYA DEL REY AREA) 10.203 4,893.86
700,000.00
LOS ANGELES CA 90293 2 02/28/91
00
320059611 05 05/01/91
0
5617766 O 04/01/21
0
1230813 233/695 F 225,000.00
ZZ
ADEL TREVOR H 360 207,438.79
1
2100 MARYMONT ROAD 10.000 1,974.54
79
9.625 1,974.54
285,000.00
SILVER SPRING MD 20906 5 07/24/86
00
873117 05 09/01/86
0
2395074 O 08/01/16
0
1
1230950 100/100 F 241,650.00
ZZ
WELLINGTON FRED H 180 202,092.57
1
6407 PRESTONSHIRE LANE 10.000 2,596.79
90
9.750 2,596.79
268,500.00
DALLAS TX 75225 1 02/01/91
04
8214718 05 04/01/91
17
8214718 O 03/01/06
0
1231236 279/600 F 203,600.00
BB
BOUILLON DORCY J 360 197,773.22
1
3286 SUNFLOWER AVENUE 10.250 1,824.46
90
10.000 1,824.46
226,225.00
SAN BERNARDINO CA 92407 1 02/12/91
04
320054109 05 04/01/91
17
05002640 O 03/01/21
0
1231326 177/600 F 277,500.00
ZZ
BROWN JERRY 360 265,134.53
1
30 MEEKS LANE 10.000 2,435.26
75
9.750 2,435.26
370,000.00
OAKLEY CA 94561 5 01/29/91
00
320106586 05 03/01/91
0
2731649 O 02/01/21
0
1231865 560/B71 F 225,000.00
ZZ
TAYLOR STEVEN E 360 216,881.18
1
21233 S W HELLS CANYON ROAD 9.625 1,912.48
78
9.500 1,912.48
290,000.00
SHERWOOD OR 97140 1 02/14/91
00
217648575 05 04/01/91
0
00466812401 O 03/01/21
0
1231874 560/B71 F 468,750.00
ZZ
MYRTLE WILLIAM J 360 454,437.08
1
9 ROUND TOP ROAD 10.125 4,156.98
75
10.000 4,156.98
625,000.00
TWP TEWKSBURY NJ 08858 5 01/16/91
00
217635994 05 03/01/91
0
00194646600 O 02/01/21
0
1231916 525/600 F 260,000.00
ZZ
COMPTON RAY 360 241,394.44
1
1
703 CF HAWN FREEWAY 9.750 2,233.81
80
U.S. HIGHWAY 175 9.500 2,233.81
325,000.00
SEAGOVILLE TX 75159 2 04/09/87
00
320058001 05 06/01/87
0
53513008 O 05/01/17
0
1231964 016/185 F 220,000.00
ZZ
FLANAGAN JAMES A 360 213,391.76
1
3312 CORTESE DRIVE 9.875 1,910.37
80
9.625 1,910.37
275,000.00
LOS ALAMITOS AR CA 90720 1 03/04/91
00
30005760 05 05/01/91
0
30005760 O 04/01/21
0
1232045 423/246 F 230,650.00
ZZ
JONES THOMAS W 360 222,868.38
1
14701 MUSTANG PATH 9.500 1,939.44
88
9.250 1,939.44
265,000.00
GLENWOOD MD 21738 1 01/25/91
04
74517 05 03/01/91
17
1418661 O 02/01/21
0
1232075 281/737 F 532,000.00
ZZ
COHEN DAVID 360 517,074.82
1
2445 SLEEPY HOLLOW DRIVE 10.375 4,816.77
70
10.125 4,816.77
760,000.00
GLENDALE CA 91206 5 04/04/91
00
0344300 05 06/01/91
0
01012498 O 05/01/21
0
1232288 169/169 F 210,000.00
ZZ
HOEGH-GULDBERG NIELS 360 203,404.25
1
1238 SCOTT AVENUE 10.000 1,842.91
33
9.625 1,842.91
638,500.00
WINNETKA IL 60093 2 12/26/90
00
02007878 05 02/01/91
0
02007878 O 01/01/21
0
1232375 169/169 F 275,200.00
ZZ
RIPEPI AMELIA A 360 264,286.76
1
1201 W. FLOURNOY 9.875 2,389.70
80
9.625 2,389.70
344,000.00
CHICAGO IL 60607 1 01/21/91
00
02019540 07 03/01/91
0
1
02019540 O 02/01/21
0
1232402 169/169 F 230,000.00
ZZ
NEUMAN REID S 360 222,202.35
1
2699 LISA COURT 10.500 2,103.91
70
9.625 2,103.91
330,000.00
NORTHBROOK IL 60062 1 04/13/90
00
05506883 05 06/01/90
0
05506883 O 05/01/20
0
1232580 453/453 F 213,500.00
ZZ
BAKER VERNON P 360 200,488.40
1
559 CALLE DE CRISTO 10.375 1,933.05
66
9.973 1,933.05
325,000.00
SAN MARCOS CA 92069 5 02/21/91
00
7017593 05 04/01/91
0
91201939 O 03/01/21
0
1232613 013/600 F 210,000.00
ZZ
ANGUIANO ROGELIO 360 204,128.28
1
3529 BARNACLE COURT 10.250 1,881.81
75
10.000 1,881.81
280,500.00
UNION CITY CA 94587 5 03/04/91
00
320058563 05 05/01/91
0
29003364 O 04/01/21
0
1232713 047/047 F 200,500.00
ZZ
SANDERS WILLIAM S 360 180,055.15
1
721 WAGONTRAIN DRIVE S.E. 9.875 1,741.04
90
9.625 1,741.04
225,000.00
ALBUQUERQUE NM 87123 2 03/27/91
04
10478553-0 05 05/01/91
17
0478553 O 04/01/21
0
1232718 331/600 F 195,300.00
ZZ
COLEMAN MAXINE 360 189,495.05
1
17974 LOS TIEMPOS 10.125 1,731.96
70
9.625 1,731.96
279,000.00
FOUNTAIN VALLEY CA 92708 5 03/13/91
00
320059512 05 05/01/91
0
2125251 O 04/01/21
0
1
1232821 196/600 F 227,200.00
ZZ
TOSH DAVID 360 220,536.97
1
697 WEST GRAND VIEW AVENUE 10.000 1,993.84
80
9.750 1,993.84
284,000.00
SIERRA MADRE CA 91024 1 03/01/91
00
320060585 05 05/01/91
0
98837674 O 04/01/21
0
1232871 331/600 F 374,500.00
ZZ
JAMES REESE J 360 361,771.48
1
1508 WOODLEA DRIVE 10.250 3,355.90
90
9.875 3,355.90
420,000.00
LEESBURG VA 22075 2 04/09/91
11
320064942 03 05/01/91
17
3126704 O 04/01/21
0
1232878 492/600 F 206,100.00
ZZ
SPIES ARTHUR T 360 200,226.40
1
11610 CORNELL AVENUE 10.250 1,846.87
75
10.000 1,846.87
275,000.00
RIVERSIDE CA 92507 5 03/15/91
00
320134372 05 05/01/91
0
200044907 O 04/01/21
0
1232959 497/497 F 238,500.00
ZZ
YABES LEOPOLDO B 360 231,830.67
1
284 VERANO DRIVE 10.250 2,137.21
90
9.625 2,137.21
265,000.00
DALY CITY CA 94015 1 03/05/91
11
9900178311 05 05/01/91
17
9900178311 O 04/01/21
0
1233003 470/470 F 259,100.00
ZZ
LEMELLE SHARON A 360 251,852.69
1
3081 SUNRISE COURT 10.125 2,297.76
90
9.875 2,297.76
287,900.00
CHINO CA 91709 1 04/09/91
10
09014555 05 06/01/91
17
09014555 O 05/01/21
0
1233075 177/600 F 270,000.00
ZZ
BURKE JR HUGH 360 262,081.78
1
5718 MAYBERRY AVENUE 10.000 2,369.44
65
9.750 2,369.44
420,000.00
1
RANCHO CUCAMONG CA 91701 1 03/13/91
00
320106628 05 05/01/91
0
2846411 O 04/01/21
0
1233416 445/600 F 229,000.00
ZZ
COLMAN MERRITT H 360 223,314.12
1
224 SANTA FE DRIVE 10.500 2,094.75
85
10.000 2,094.75
270,000.00
WALNUT CREEK CA 94598 2 06/21/91
11
320090673 05 08/01/91
17
2003693 O 07/01/21
0
1233512 314/909 F 226,000.00
ZZ
TRACEY LEE 360 219,863.17
1
26802 SADDLEBACK DRIVE 10.250 2,025.19
75
10.000 2,025.19
305,000.00
MISSION VIEJO CA 92691 5 05/10/91
00
2000821 03 07/01/91
0
2000821 O 06/01/21
0
1233595 314/909 F 216,500.00
ZZ
HELMER ROBERT G 180 182,435.17
1
1577 WEST AMARITA LANE 10.500 2,393.19
70
9.970 2,393.19
313,000.00
ANAHEIM CA 92802 5 03/28/91
00
2000736 05 05/01/91
0
2000736 O 04/01/06
0
1233706 331/600 F 277,500.00
ZZ
ROBERSON DAVID W 360 269,517.09
1
24886 SUN STREAM CIRCLE 10.000 2,435.26
75
9.625 2,435.26
370,000.00
MORENO VALLEY CA 92387 5 04/02/91
00
320064017 05 06/01/91
0
2127248 O 05/01/21
0
1233856 560/B71 F 216,000.00
ZZ
GARCIA ENRIQUE V 360 207,632.01
1
2215 ANGELCREST DRIVE 10.000 1,895.55
80
9.875 1,895.55
270,000.00
HACIENDAHEIGHTS CA 91745 1 03/05/91
00
217657733 05 05/01/91
0
00462595307 O 04/01/21
0
1
1233954 177/600 F 240,000.00
ZZ
HURST THOMAS B 360 233,435.65
1
1110 HICREST ROAD 10.375 2,172.98
69
10.125 2,172.98
350,000.00
GLENDORA CA 91740 5 03/22/91
00
320112667 05 05/01/91
0
2847973 O 04/01/21
0
1233980 560/B71 F 156,000.00
ZZ
ALHADEF ROMI 360 151,425.00
1
39 FREDERICK DRIVE 10.000 1,369.01
80
9.875 1,369.01
195,000.00
PLAINVIEW NY 11803 1 03/27/91
00
217808575 05 05/01/91
0
00138209804 O 04/01/21
0
1233982 560/B71 F 334,400.00
ZZ
MORRIS FREDERICKW 360 322,551.16
1
17817 STONERIDGE DRIVE 9.750 2,873.01
80
9.625 2,873.01
422,000.00
GAITHERSBURG MD 20878 5 03/22/91
00
217808690 03 05/01/91
0
00193742806 O 04/01/21
0
1234060 560/B71 F 440,000.00
ZZ
LIEBERMAN JOEL 360 426,786.13
1
121 CRESENT UNIT #121 9.875 3,820.73
80
9.750 3,820.73
550,000.00
ROSLYN HEIGHTS NY 11577 1 03/26/91
00
217819192 01 05/01/91
0
00138207501 O 04/01/21
0
1234098 405/405 F 316,966.78
ZZ
NANCE CHRISTOPHB 342 306,055.77
1
12064 STONE GATE WAY 10.375 2,892.73
75
10.125 2,892.73
425,700.00
LOS ANGELES CA 91326 1 12/11/90
00
0002144186 03 02/01/91
0
0002144186 O 07/01/19
0
1234113 619/600 F 337,000.00
ZZ
MARTIN III JAMES J 360 325,842.27
1
1
4 TYLER COURT 10.000 2,957.42
53
9.625 2,957.42
637,000.00
MEDFORD TWP NJ 08055 4 02/20/91
00
320067903 05 04/01/91
0
515593 O 03/01/21
0
1234137 552/600 F 225,000.00
BB
BOARDMAN JAMES M 360 218,877.07
1
12013 PENFORD DRIVE 10.250 2,016.23
90
9.875 2,016.23
250,000.00
LA MIRADA CA 90638 1 04/26/91
10
320070139 05 07/01/91
17
431000055 O 06/01/21
0
1234333 478/600 F 236,250.00
ZZ
DENSON KEITH A 360 230,363.10
1
28024 EAGLE PEAK AVENUE 10.600 2,178.75
75
10.100 2,178.75
315,000.00
CANYON COUNTRY CA 91351 5 05/03/91
00
320072713 05 07/01/91
0
312066816 O 06/01/21
0
1237062 575/600 F 256,500.00
ZZ
FORD JR ALVIN L 360 248,611.66
1
13174 NEW PARKLAND DR. 9.750 2,203.73
90
9.500 2,203.73
285,000.00
HERNDON VA 22071 2 03/20/91
04
320066871 03 05/01/91
20
4503037 O 04/01/21
0
1237067 052/670 F 700,000.00
ZZ
KING THOMAS K 360 679,464.59
1
30391 MARBELLA VISTA 9.875 6,078.44
66
9.625 6,078.44
1,068,024.00
SAN JUAN CAPIST CA 92675 4 04/02/91
00
157204 03 06/01/91
0
157204 O 05/01/21
0
1237087 052/670 F 976,500.00
ZZ
SHPIRT BORIS 180 796,499.35
1
1130 SHADOW HILL WAY 9.875 10,418.97
70
9.625 10,418.97
1,400,000.00
BEVERLY HILLS CA 90210 2 03/22/91
00
154385 05 05/01/91
0
1
154385 O 04/01/06
0
1237090 052/670 F 400,000.00
ZZ
ROBINS DREW 360 388,254.67
1
24832 BUCKBOARD LANE 9.875 3,473.39
80
9.625 3,473.39
500,000.00
LAGUNA HILLS CA 92651 1 04/02/91
00
157213 03 06/01/91
0
157213 O 05/01/21
0
1237151 409/409 F 500,000.00
ZZ
WORRALL MARY M 360 486,344.86
1
929 KEALAOLU PLACE 10.125 4,434.12
9
9.875 4,434.12
5,600,000.00
HONOLULU HI 96816 5 05/08/91
00
00 05 07/01/91
0
00 O 06/01/21
0
1237329 331/600 F 430,000.00
ZZ
HEDBERG S A 360 418,256.78
1
RD 1, BOX 325 10.125 3,813.34
89
(HOLLOW HORN & OAK GROVE ROAD) 9.875 3,813.34
485,000.00
OTTSVILLE PA 18942 2 05/28/91
14
320098783 05 07/01/91
20
3126662 O 06/01/21
0
1237336 233/695 F 206,250.00
ZZ
HOWES BRUCE 360 200,421.13
1
50 WINSOR AVENUE 10.250 1,848.21
75
10.000 1,848.21
275,000.00
JOHNSTON RI 02919 5 05/24/91
00
872846 05 07/01/91
0
2378758 O 06/01/21
0
1237483 478/600 F 260,000.00
ZZ
KUO BARBARA 360 253,546.07
1
1911 MALCOLM AVENUE NO 302 10.620 2,401.68
79
10.033 2,401.68
330,000.00
LOS ANGELES CA 90025 1 05/09/91
00
320076474 01 07/01/91
0
610377614 O 06/01/21
0
1
1237564 142/670 F 250,000.00
ZZ
MEWHINEY JOHN L 360 243,355.52
1
135 S VAN DIEN AVENUE 10.875 2,357.23
64
10.000 2,357.23
395,000.00
RIDGEWOOD NJ 07450 5 12/07/90
00
7309504 05 02/01/91
0
7309504 O 01/01/21
0
1237613 233/695 F 109,200.00
ZZ
HUKILL TERRY 360 106,290.39
1
1896 JACKS CREEK ROAD 10.500 998.90
70
10.250 998.90
156,000.00
RICHMOND KY 40475 5 05/10/91
00
868509 05 07/01/91
0
2096593 O 06/01/21
0
1237853 314/600 F 310,000.00
ZZ
WOODCOX ROBERT B 360 294,742.22
1
2404 LA MESA COURT 10.000 2,720.48
73
9.750 2,720.48
430,000.00
COSTA MESA CA 92627 5 05/31/91
00
320078520 05 08/01/91
0
2000926 O 07/01/21
0
1237861 047/047 F 530,400.00
ZZ
VO TIENG V 360 516,936.45
1
740 17TH AVENUE 10.250 4,752.92
65
9.630 4,752.92
816,000.00
HONOLULU HI 96816 5 07/22/91
00
10325015-5 05 09/01/91
0
325015 O 08/01/21
0
1238125 028/600 F 290,500.00
ZZ
WHELAN CRAIG F 360 282,755.06
1
7635 BALDWIN DAM ROAD 10.250 2,603.17
70
9.750 2,603.17
415,000.00
FOLSOM CA 95630 5 05/29/91
00
320086119 05 07/01/91
0
099098860 O 06/01/21
0
1238198 076/076 F 249,300.00
ZZ
WALSH ALAN L 360 242,494.27
1
1728 EAST HARVEST LANE 10.375 2,257.18
90
9.875 2,257.18
277,000.00
1
BREA CA 92621 1 03/15/91
11
8487531 03 05/01/91
17
8487531 O 04/01/21
0
1238274 515/600 F 253,400.00
BB
SKRYANTZ PATRICIA A 360 246,312.11
1
2040 SEVILLE DRIVE 10.125 2,247.21
90
9.875 2,247.21
281,604.00
TRACY CA 95376 1 04/26/91
04
320072895 05 06/01/91
17
702664 O 05/01/21
0
1238303 570/600 F 300,000.00
ZZ
DAPROZA FIDENCIO D 360 291,767.77
1
721 LOYOLA AVENUE 10.500 2,744.22
89
10.000 2,744.22
337,990.00
CARSON CA 90746 1 04/26/91
11
320069784 05 06/01/91
20
6144471 O 05/01/21
0
1238308 423/246 F 238,500.00
ZZ
GRAVES JOSEPH S 360 230,628.12
1
5920 COLFAX AVENUE 9.375 1,983.73
75
9.125 1,983.73
320,000.00
ALEXANDRIA VA 22311 5 03/27/91
00
74564 03 05/01/91
0
1443951 O 04/01/21
0
1238315 530/600 F 250,000.00
ZZ
BOTELLO SALVADOR 360 229,014.36
2
950 & 960 MONTE DIABLO AVE. 10.125 2,217.06
56
9.875 2,217.06
450,000.00
SAN MATEO CA 94401 2 02/12/91
00
320068877 07 04/01/91
0
036020 O 03/01/21
0
1238369 478/600 F 208,000.00
ZZ
MENDOZA ANDREW V 360 200,797.34
1
34 RAINBOW RIDGE ROAD 10.550 1,910.44
80
10.003 1,910.44
260,000.00
PHILLIPS RANCH CA 91766 2 05/22/91
00
320075609 05 07/01/91
0
312136312 O 06/01/21
0
1
1238518 225/225 F 208,000.00
ZZ
ANYADIKE BRODRICK O 360 202,321.46
1
4507 ST CHARLES PLACE 10.375 1,883.25
69
9.625 1,883.25
305,000.00
LOS ANGELES CA 90019 5 03/21/91
00
0995021 05 05/01/91
0
995021 O 04/01/21
0
1238520 225/225 F 217,500.00
ZZ
SHEMANSKI JOHN P 360 206,084.86
1
6450 LAKESHORE DRIVE 10.250 1,949.02
75
9.625 1,949.02
290,000.00
WEST BLOOMFIELD MI 48323 5 04/05/91
00
0976318 03 06/01/91
0
976318 O 05/01/21
0
1238521 560/B71 F 300,000.00
ZZ
BARRY DAVID R 360 281,100.89
1
12817 TOPPING PLACE DRIVE 9.875 2,605.05
63
9.750 2,605.05
480,000.00
ST LOUIS MO 63131 1 04/16/91
00
217830884 05 06/01/91
0
00178193091 O 05/01/21
0
1238524 560/B71 F 206,900.00
ZZ
HARVEY MICHAEL E 360 200,230.43
1
13410 ELLIOTT AN COURT 9.500 1,739.73
90
9.375 1,739.73
230,000.00
HERNDON VA 22071 1 03/29/91
04
217816412 03 05/01/91
17
00193735701 O 04/01/21
0
1238533 225/225 F 270,000.00
ZZ
KENERLEBER A J 360 262,268.00
1
1788 CHARTWELL TRACE 10.125 2,394.42
75
9.625 2,394.42
360,000.00
STONE MOUNTAIN GA 30087 5 03/28/91
00
0209210 05 05/01/91
0
209210 O 04/01/21
0
1238541 478/600 F 210,000.00
ZZ
DJALALIPOUR-MAKOI ALI 360 199,397.67
1
1
5753 MAXSON DRIVE 10.350 1,897.44
59
10.100 1,897.44
360,000.00
CYPRESS CA 90630 5 04/11/91
00
320071632 05 06/01/91
0
1109555915 O 05/01/21
0
1239638 131/600 F 197,503.55
ZZ
WADDLE DAVID 314 188,837.36
1
46 NOD HILL ROAD 9.875 1,759.50
76
9.625 1,759.50
262,000.00
WILTON CT 06897 1 03/19/91
00
320085392 05 06/01/91
0
4314487 O 07/01/17
0
1239749 560/B71 F 235,000.00
ZZ
HANES MICHAEL E 360 227,759.97
1
18745 GENTIAN AVENUE 9.625 1,997.48
72
9.500 1,997.48
327,000.00
RIVERSIDE CA 92508 2 04/12/91
00
217830504 05 06/01/91
0
00442809307 O 05/01/21
0
1239751 560/B71 F 235,000.00
ZZ
CHERNACK STEPHEN 360 228,268.28
1
5922 CANYONSIDE ROAD 10.000 2,062.29
70
9.875 2,062.29
340,000.00
LA CRESCENTA CA 91214 5 04/08/91
00
217823624 05 06/01/91
0
00462616608 O 05/01/21
0
1239752 560/B71 F 243,500.00
BB
GUECO ELIGIO C 360 237,007.87
1
11707 WINDCREST LANE 10.375 2,204.67
80
10.250 2,204.67
308,000.00
SAN DIEGO CA 92128 1 04/04/91
00
217848779 03 06/01/91
0
0044291541 O 05/01/21
0
1239753 560/B71 F 224,000.00
ZZ
SEVER JR LOUIS M 360 217,311.50
1
4510 DALERIDGE ROAD 9.875 1,945.10
69
9.750 1,945.10
325,000.00
LA CANADA CA 91011 5 04/18/91
00
217830819 05 06/01/91
0
1
00462616707 O 05/01/21
0
1239852 078/600 F 262,500.00
ZZ
WALDRON ROBERT 360 255,995.64
1
21 CARMAN ROAD 10.375 2,376.70
75
9.875 2,376.70
350,000.00
HARRINGTON PARK NJ 07640 5 07/22/91
00
320096878 05 09/01/91
0
5003934 O 08/01/21
0
1239853 039/635 F 258,750.00
ZZ
COLOMBERO JOHN J 360 252,015.58
1
287 SUNSET ROAD 10.500 2,366.89
75
SKILLMAN 9.875 2,366.89
345,000.00
MONTGOMERY TWP NJ 08558 2 04/19/91
00
2403780 05 06/01/91
0
1441169 O 05/01/21
0
1239937 560/B71 F 208,000.00
ZZ
HINMAN RICHARD K 360 201,751.60
1
11810 BRISTOLWOOD TERRACE 9.750 1,787.04
80
9.625 1,787.04
260,000.00
LAUREL MD 20708 2 04/04/91
00
217824358 03 06/01/91
0
00192645371 O 05/01/21
0
1239952 331/331 F 1,186,250.00
ZZ
PATRITTI MARIA 360 1,158,236.24
1
25955 GLEN CANYON DRIVE 10.750 11,073.42
65
10.500 11,073.42
1,825,000.00
LAGUNA HILLS AR CA 92653 1 06/13/91
00
7004534 03 08/01/91
0
2131031030732 O 07/01/21
0
1239996 599/600 F 456,000.00
ZZ
CHIU LAWRENCE A 360 440,462.94
1
6085 PASEO DEL RETIRO 10.250 4,086.22
80
9.875 4,086.22
570,000.00
YORBA LINDA CA 92686 1 05/01/91
00
320072184 05 07/01/91
0
21296461360 O 06/01/21
0
1
1240010 560/B71 F 206,000.00
ZZ
WARD DONALD R 360 199,811.51
1
2332 REMINGTON DRIVE 9.750 1,769.86
90
9.625 1,769.86
229,000.00
NAPERVILLE IL 60565 1 04/26/91
04
217836089 05 06/01/91
17
00178902201 O 05/01/21
0
1240044 637/600 F 247,500.00
ZZ
GALLAGHER DOUGLAS P 360 240,532.00
1
975 PALO ALTO PLACE 10.500 2,263.98
66
10.183 2,263.98
375,000.00
ORANGE CA 92669 5 05/01/91
00
320073083 05 07/01/91
0
1335462 O 06/01/21
0
1240065 560/B71 F 318,400.00
ZZ
HORWITZ BARRY L 360 302,163.73
1
99 STANISLAUS AVENUE 9.875 2,764.82
80
9.750 2,764.82
400,000.00
VENTURA CA 93004 1 04/18/91
00
217835073 05 06/01/91
0
00467069001 O 05/01/21
0
1240095 560/B71 F 211,822.89
ZZ
DONOVAN MARK C 344 205,283.34
1
FIRE ROAD #19 10.625 1,970.49
90
10.500 1,970.49
237,500.00
LUNENBURG MA 01462 1 01/07/91
04
217807197 05 04/01/91
20
00129914008 O 11/01/19
0
1240176 544/600 F 397,500.00
ZZ
MORVARID ABDOLRAZZ 360 386,644.46
1
20118 PHAETON DRIVE 10.125 3,525.12
75
WOODLAND HILLS AREA 9.625 3,525.12
530,000.00
LOS ANGELES CA 91364 1 05/30/91
00
320082423 05 07/01/91
0
0004251 O 06/01/21
0
1240274 544/600 F 516,000.00
ZZ
SMITH STEVE M 360 501,912.68
1
16188 MEADOWCREST ROAD 10.000 4,528.27
80
(SHERMAN OAKS AREA) 9.625 4,528.27
645,000.00
1
LOS ANGELES CA 91403 1 06/07/91
00
320085681 05 08/01/91
0
1240274 O 07/01/21
0
1240283 477/477 F 327,750.00
BB
PACHECO RICARDO A 180 278,616.75
1
116 CALLE TADEO 10.250 3,572.32
75
9.860 3,572.32
437,000.00
SAN DIMAS CA 91773 1 05/29/91
00
39345 03 07/01/91
0
39345 O 06/01/06
0
1240561 180/600 F 399,600.00
ZZ
JAMES PHILIP M 360 384,664.20
1
6921 NORTH ST. ANDREWS DRIVE 10.000 3,506.78
75
9.750 3,506.78
532,800.00
TUCSON AZ 85718 1 05/07/91
00
320090418 03 07/01/91
0
1992551 O 06/01/21
0
1240594 575/600 F 202,400.00
ZZ
NENNI R D 360 195,725.60
1
LOT #13 COUNTRY TOP TRAIL 10.000 1,776.20
90
9.625 1,776.20
225,000.00
BETHLEHEM PA 18017 1 05/10/91
04
320074065 05 07/01/91
20
458759 O 06/01/21
0
1240748 177/600 F 240,000.00
ZZ
EVENSON GRANT T 360 232,972.23
1
42038 SHAMROCK WAY 10.250 2,150.64
75
10.000 2,150.64
320,000.00
HEMET CA 92344 5 01/25/91
00
320111552 05 03/01/91
0
2836971 O 02/01/21
0
1240755 472/600 F 304,500.00
ZZ
CASTRO ARMANDO 360 295,444.93
1
129 NORTH WILLOW SPRINGS ROAD 9.875 2,644.13
90
9.625 2,644.13
338,386.00
ORANGE CA 92669 2 05/30/91
10
320097553 03 07/01/91
17
6200468808 O 06/01/21
0
1
1240881 669/669 F 406,250.00
ZZ
TUCK BARBARA B 360 396,178.09
1
51 POND LANE 10.500 3,716.13
65
BLOCK#: 03, LOT#: 020, SECTION 10.250 3,716.13
625,000.00
SOUTHAMPTON NY 11968 5 06/21/91
00
13502735 05 08/01/91
0
13502735 O 07/01/21
0
1241019 976/976 F 290,000.00
ZZ
PARK HELEN 360 282,809.87
1
1212 NUUANU AVENUE #2009 10.500 2,652.75
70
10.125 2,652.75
420,000.00
HONOLULU HI 96817 1 06/26/91
00
722163 06 08/01/91
0
722163 O 07/01/21
0
1241063 578/600 F 220,000.00
ZZ
ARZT ANTHONY J 360 213,558.37
1
230 LONETOWN ROAD 10.000 1,930.66
90
9.750 1,930.66
246,000.00
REDDING CT 06875 1 06/20/91
04
320085152 05 08/01/91
17
45000668 O 07/01/21
0
1241104 478/600 F 548,000.00
ZZ
WOOD STEPHEN D 360 533,741.27
1
30392 VIA FESTIVO 10.250 4,910.63
80
9.875 4,910.63
685,000.00
SAN JUAN CAPIST CA 92675 4 06/07/91
00
320084320 05 08/01/91
0
1111174 O 07/01/21
0
1241538 599/600 F 380,000.00
ZZ
ASFAW TERFU 360 369,868.88
1
3333 LOWRY ROAD 10.250 3,405.18
80
9.875 3,405.18
475,000.00
LOS ANGELES CA 90027 1 05/23/91
00
320074297 05 07/01/91
0
21310311102 O 06/01/21
0
1241922 196/600 F 248,000.00
ZZ
BASTIEN HENRY A 360 241,547.07
1
1
14 MIDDLETON PLACE 10.250 2,222.33
46
9.875 2,222.33
540,000.00
LAGUNA NIGUEL CA 92677 1 06/25/91
00
320099104 03 08/01/91
0
098808730 O 07/01/21
0
1242293 664/600 F 305,000.00
ZZ
KARLIN ALLEN J 360 297,028.72
1
1025 CHAUTAUQUA BOULEVARD 10.375 2,761.49
49
10.125 2,761.49
635,000.00
LOS ANGELES CA 90272 5 05/10/91
00
320078629 05 07/01/91
0
0363481 O 06/01/21
0
1242294 560/B71 F 410,000.00
ZZ
MUSGRAVES ROBERT E 360 398,255.00
1
1276 PRESERVE CIRCLE 9.875 3,560.23
80
9.750 3,560.23
515,000.00
GOLDEN CO 80401 4 05/31/91
00
217878149 03 07/01/91
0
00466487600 O 06/01/21
0
1242524 599/600 F 260,000.00
ZZ
LEE KENNY G 360 253,068.20
1
7442 BOBBYBOYAR AVENUE 10.250 2,329.86
80
9.750 2,329.86
325,000.00
WEST HILLS AREA CA 91307 1 05/24/91
00
320076896 03 07/01/91
0
21312751373 O 06/01/21
0
1242679 445/600 F 400,000.00
ZZ
FADEM BARRY 360 388,598.65
1
920 DIABLO DRIVE 9.875 3,473.39
80
9.625 3,473.39
500,000.00
LAFAYETTE CA 94549 1 06/21/91
00
320085798 05 08/01/91
0
2003712 O 07/01/21
0
1242729 546/652 F 225,000.00
ZZ
BALS RONALD E 360 219,001.04
1
1863 RIDGEVIEW DRIVE 10.250 2,016.23
75
10.000 2,016.23
300,000.00
ROSEVILLE CA 95661 5 05/14/91
00
2046225 05 07/01/91
0
1
2046225 O 06/01/21
0
1242851 976/976 F 822,000.00
ZZ
BREEDEN GERALD G 360 800,624.48
1
3809 DIAMOND HEAD ROAD 10.125 7,289.69
60
9.875 7,289.69
1,370,000.00
HONOLULU HI 96816 5 07/11/91
00
722367 05 09/01/91
0
722367 O 08/01/21
0
1242915 478/600 F 350,000.00
ZZ
CHEN PAUL 360 341,015.32
1
2102 CENTURY PARK LANE 10.320 3,154.58
70
#208 9.820 3,154.58
505,000.00
LOS ANGELES CA 90067 5 05/29/91
00
320082274 01 08/01/91
0
6103480 O 07/01/21
0
1242917 177/354 F 261,200.00
ZZ
EVERSOLE HAROLD M 360 253,854.90
1
985 EAST POPPYFIELDS DRIVE 10.375 2,364.92
80
10.125 2,364.92
326,500.00
ALTADENA AREA CA 91001 1 05/20/91
00
0575712 05 07/01/91
0
2852314 O 06/01/21
0
1242919 177/354 F 311,500.00
ZZ
ELEPANO MINERVA G 360 303,775.49
1
111 NORTH BEACHWOOD DRIVE 10.625 2,878.56
70
10.125 2,878.56
445,000.00
LOS ANGELES CA 90004 5 05/14/91
00
5135834 05 07/01/91
0
2852659 O 06/01/21
0
1242994 142/670 F 225,000.00
ZZ
GRENVICZ DAN E 360 218,854.81
1
9 WESLEY STREET 10.125 1,995.36
75
9.625 1,995.36
300,000.00
MONMOUTH BEACH NJ 07750 5 05/21/91
00
7329045 05 07/01/91
0
7329045 O 06/01/21
0
1
1243007 150/600 F 239,000.00
ZZ
LONNIE DOMMOND 360 232,627.98
1
230 MONTEREY ROAD #B 10.250 2,141.68
80
9.875 2,141.68
300,000.00
SOUTH PASADENA CA 91030 1 05/29/91
00
320083157 01 07/01/91
0
6653782 O 06/01/21
0
1243149 047/047 F 251,600.00
ZZ
BABANEJAD RAMEIL 360 245,365.64
1
250 SOUTH MYERS STREET 10.375 2,278.01
80
9.770 2,278.01
315,000.00
BURBANK CA 91506 1 07/23/91
00
10475328-0 05 09/01/91
0
0475328 O 08/01/21
0
1243163 177/354 F 225,000.00
ZZ
SMITH III SIDNEY 360 219,817.82
1
1258 SPRING LAKE DRIVE 10.750 2,100.33
43
10.000 2,100.33
525,000.00
ORLANDO FL 32804 5 06/28/91
00
0575522 05 09/01/91
0
2634651 O 08/01/21
0
1243285 478/600 F 239,000.00
ZZ
SHERMAN MARSHALL L 360 233,275.88
1
875 NOLBEY STREET 10.550 2,195.17
87
10.023 2,195.17
276,000.00
CARDIFF CA 92007 2 07/02/91
14
320095433 05 09/01/91
17
14100235 O 08/01/21
0
1243309 028/736 F 237,600.00
ZZ
SCHILLER JAMES E 360 231,564.89
1
1909 SAPPHIRE WAY 10.375 2,151.25
80
9.875 2,151.25
297,000.00
EL DORADO HILLS CA 95630 1 06/11/91
00
6645 05 08/01/91
0
099190067 O 07/01/21
0
1243500 469/469 F 360,000.00
ZZ
GREENE JANET F 180 292,260.28
1
372 WARREN STREET 10.395 3,956.03
26
9.990 3,956.03
1,400,000.00
1
BROOKLINE MA 02146 5 06/10/91
00
1592609 05 07/01/91
0
1592609 O 06/01/06
0
1243820 447/447 F 249,500.00
BB
DE JESUS RICARDO M 360 242,314.53
1
2045 SEVILLE DRIVE 9.875 2,166.54
80
9.625 2,166.54
311,892.00
TRACY CA 95376 1 05/02/91
00
789413 05 07/01/91
0
789413 O 06/01/21
0
1243860 976/976 F 211,500.00
ZZ
FARHANG KEVIN 360 206,508.03
1
18014 MARTHA STREET 10.625 1,954.47
90
(ENCINO AREA) 9.830 1,954.47
235,000.00
LOS ANGELES CA 91316 1 07/16/91
14
746904831 05 09/01/91
17
746904831 O 08/01/21
0
1245175 478/600 F 211,500.00
ZZ
WESTFALL DIRK 360 206,250.72
1
30967 SHABA CIRCLE 10.250 1,895.25
90
9.750 1,895.25
235,000.00
TEMECULA CA 92390 1 08/01/91
10
320102700 05 10/01/91
17
15200164 O 09/01/21
0
1246507 575/600 F 283,500.00
ZZ
DAVIS CHARLES E 360 275,534.13
1
514 POST OAK ROAD 9.875 2,461.77
70
9.625 2,461.77
405,000.00
ANNAPOLIS MD 21401 2 06/14/91
00
320098643 03 08/01/91
0
4324788 O 07/01/21
0
1246576 177/354 F 233,500.00
ZZ
ANDERSON JEREMY S 360 227,390.67
1
1079 REDDING AVENUE 10.250 2,092.40
90
10.000 2,092.40
259,500.00
COSTA MESA CA 92626 1 06/05/91
14
5136148 05 08/01/91
17
2855151 O 07/01/21
0
1
1246622 274/181 F 402,500.00
ZZ
GOOD GREGORY S 360 391,956.71
1
10223 AUTUMN LEAF CIRCLE 10.375 3,644.26
70
9.718 3,644.26
575,000.00
LOS ANGELES CA 90077 5 07/23/91
00
2910400890 01 09/01/91
0
2910400890 O 08/01/21
0
1246643 447/447 F 252,000.00
ZZ
GAFFNEY DAVID L 360 245,441.20
1
21695 YUCATAN AVE. 10.500 2,305.14
80
10.250 2,305.14
315,000.00
WOODLAND HILLS CA 91364 2 04/11/91
00
776430 05 06/01/91
0
776430 O 05/01/21
0
1246685 560/B71 F 315,000.00
ZZ
CARNES KENNY W 360 306,400.24
1
5622 THEALL DRIVE 10.000 2,764.35
90
9.875 2,764.35
350,000.00
HOUSTON TX 77066 1 06/27/91
04
217906635 03 08/01/91
17
00177407608 O 07/01/21
0
1246750 976/976 F 306,000.00
ZZ
MYERS ROBERT C 360 297,614.00
1
1303 HILLWARD AVENUE 10.375 2,770.55
90
10.125 2,770.55
340,000.00
WEST COVINA CA 91791 1 04/26/91
04
728338 05 06/01/91
17
728338 O 05/01/21
0
1246863 533/600 F 318,750.00
ZZ
KING BETTE D 360 310,580.49
2
3031-3033 EAST 3RD STREET 10.200 2,844.48
75
9.700 2,844.48
425,000.00
LONG BEACH CA 90814 5 07/24/91
00
320097199 05 09/01/91
0
395854 O 08/01/21
0
1246951 560/B71 F 320,000.00
ZZ
SOLIZ FENTON N 360 309,811.04
1
1
10 WINSLOW ROAD 10.125 2,837.83
77
10.000 2,837.83
420,000.00
WHITE PLAINS NY 10606 2 06/12/91
00
217898469 05 08/01/91
0
00137881207 O 07/01/21
0
1247081 192/693 F 245,000.00
ZZ
SANCHEZ MICHAEL 360 238,625.02
1
943 STUHR DR. 10.250 2,195.45
80
9.625 2,195.45
307,000.00
SAN GABRIEL CA 91775 1 06/19/91
00
093103263 05 08/01/91
0
3383064 O 07/01/21
0
1247426 331/600 F 252,000.00
ZZ
LEVY JEFFREY 360 245,761.92
1
186 HIGHLAND AVENUE 10.250 2,258.18
90
9.625 2,258.18
280,000.00
MONTCLAIR NJ 07042 1 08/09/91
14
320102239 05 10/01/91
17
3130727 O 09/01/21
0
1247465 381/600 F 269,750.00
ZZ
SIMSAY ROMAN 360 263,222.94
1
11405 STEEPLE CHASE DRIVE 10.625 2,492.75
65
10.125 2,492.75
415,000.00
MORENO VALLEY CA 92360 5 06/21/91
00
320095888 05 08/01/91
0
0932422 O 07/01/21
0
1247498 547/993 F 273,000.00
ZZ
PEARSON VINCENT 360 266,063.89
1
108 IRICK ROAD 10.500 2,497.24
87
9.750 2,497.24
314,000.00
WESTAMPTON NJ 08060 2 05/24/91
10
791607 05 07/01/91
20
791607 O 06/01/21
0
1247611 267/267 F 276,700.00
ZZ
SHARPLESS M S 360 269,504.70
1
1324 W. 17TH STREET 10.125 2,453.84
90
9.875 2,453.84
307,500.00
SAN PEDRO CA 90732 1 07/02/91
10
4657689 05 09/01/91
17
1
4657689 O 08/01/21
0
1247681 413/413 F 213,750.00
ZZ
DEMPSEY GENE K 360 208,287.91
1
6803 ALDEA AVENUE 10.375 1,935.31
75
9.875 1,935.31
285,000.00
VAN NUYS CA 91406 5 07/02/91
00
568007067 05 09/01/91
0
568007067 O 08/01/21
0
1247716 331/600 F 650,000.00
ZZ
BATMANGHELIDJ BAHMAN 360 632,703.46
1
1225 MERCHANT LANE 9.875 5,644.27
73
9.625 5,644.27
900,000.00
MCLEAN VA 22101 2 08/08/91
00
320107824 05 10/01/91
0
3130944 O 09/01/21
0
1247835 353/353 F 412,000.00
ZZ
ENOKI ELLIOT R 360 395,462.82
1
1487 HIIKALA PLACE #19 9.875 3,577.60
80
9.625 3,577.60
515,000.00
HONOLULU HI 96816 1 07/30/91
00
52384 02 09/01/91
0
52384 O 08/01/21
0
1248049 478/600 F 200,000.00
ZZ
ABADIE ALFRED 360 194,686.93
1
1823 BORREGO 10.125 1,773.65
76
9.625 1,773.65
265,000.00
WEST COVINA CA 91791 1 08/01/91
00
320102627 01 10/01/91
0
5200203 O 09/01/21
0
1248241 331/600 F 347,000.00
ZZ
CHRISTIE STEVE 360 338,076.03
1
28481 SPRINGFIELD DRIVE 10.375 3,141.76
79
9.875 3,141.76
440,000.00
LAGUNA NIGUEL CA 92677 5 07/12/91
00
320095821 03 09/01/91
0
2131769664 O 08/01/21
0
1
1248386 331/600 F 449,400.00
ZZ
PORETSKY JOEL R 360 438,003.18
1
2334 ASHBORO DRIVE 10.125 3,985.39
70
9.625 3,985.39
642,000.00
CHEVY CHASE MD 20815 1 08/15/91
00
320107626 05 10/01/91
0
3134805 O 09/01/21
0
1248412 192/693 F 310,500.00
BB
HARGROVE JR ROMIE D 360 302,615.43
1
2745 SEMINOLE DR 10.250 2,782.40
90
9.625 2,782.40
345,000.00
FAIRFIELD CA 94533 1 07/10/91
11
093103711 03 09/01/91
17
3406063 O 08/01/21
0
1248497 503/600 F 219,600.00
BB
FERRARA JOHN P 360 213,608.86
1
5053 LONGHORN WAY 9.875 1,906.89
90
9.625 1,906.89
244,000.00
ANTIOCH CA 94509 1 07/16/91
14
320102163 05 09/01/91
17
18001042 O 08/01/21
0
1249691 052/670 F 270,000.00
ZZ
FINNEY MICHAEL S 360 263,023.48
1
31301 VIA PARRA 10.250 2,419.47
60
9.875 2,419.47
450,000.00
SAN JUAN CAPIST CA 92675 5 07/09/91
00
163988 05 09/01/91
0
163988 O 08/01/21
0
1249760 593/593 F 500,000.00
ZZ
BOWEN GORDON S 180 386,051.78
1
1220 EAST YALE AVENUE 9.875 5,334.85
69
9.625 5,334.85
730,000.00
SALT LAKE CITY UT 84105 1 11/10/89
00
860390010506279 05 01/01/90
0
860390010506279 O 12/01/04
0
1249772 413/413 F 232,500.00
ZZ
MARECEK JOSEPH 360 226,489.28
1
14436 EMELITA STREET 10.250 2,083.44
75
9.625 2,083.44
310,000.00
1
VAN NUYS CA 91401 5 07/22/91
00
579005217 05 09/01/91
0
579005217 O 08/01/21
0
1249927 003/003 F 310,900.00
ZZ
AUGUSTINE EDWARD E 360 301,562.75
1
971 SPRINGDALE ROAD 9.875 2,699.70
80
9.625 2,699.70
388,650.00
ATLANTA GA 30306 1 03/14/91
00
1033304 05 05/01/91
0
1033304 O 04/01/21
0
1250061 177/354 F 202,500.00
ZZ
BROWN DARRELL J 360 196,904.76
1
3222 MOONLIGHT COURT 10.125 1,795.82
75
9.875 1,795.82
270,000.00
CHINO HILLS CA 91709 5 06/04/91
00
5135281 05 08/01/91
0
2742799 O 07/01/21
0
1250085 599/600 F 312,000.00
ZZ
OCAMPO FRANCISCOJ 360 303,263.95
1
17411 SUNBURST STREET 10.250 2,795.84
80
9.625 2,795.84
390,000.00
NORTHRIDGE AREA CA 91325 1 08/02/91
00
320106222 05 10/01/91
0
4132262 O 09/01/21
0
1250383 177/354 F 253,400.00
ZZ
NANCE DAVID G 360 247,114.05
1
722 NOSTRAND DRIVE 10.375 2,294.30
70
9.875 2,294.30
362,000.00
SAN GABRIEL CA 91775 5 07/02/91
00
5136377 05 09/01/91
0
2857715 O 08/01/21
0
1250623 560/B71 F 364,000.00
ZZ
LOMAX MELANIE E 360 354,981.23
1
1215 ROMNEY DRIVE 10.375 3,295.68
65
10.250 3,295.68
560,000.00
PASADENA CA 91105 5 07/10/91
00
217926641 05 09/01/91
0
00444127203 O 08/01/21
0
1
1250875 704/670 F 321,300.00
ZZ
HALLMAN J G 360 289,308.59
1
3350 MAJESTIC COURT 10.000 2,819.64
90
9.750 2,819.64
357,000.00
ROCKLIN CA 95677 1 07/23/91
04
913014999 05 09/01/91
17
913014999 O 08/01/21
0
1250955 560/B71 F 540,000.00
ZZ
ARMSTRONG R N 360 519,071.09
1
3608 DREXEL DRIVE 9.750 4,639.43
80
9.625 4,639.43
675,000.00
HIGHLAND PARK TX 75205 1 05/01/90
00
217406677 05 07/01/90
0
20089609406 O 06/01/20
0
1251062 403/403 F 215,000.00
ZZ
HUBBARD AMY N 360 208,846.68
1
13 WATERSIDE DRIVE 10.250 1,926.62
68
9.625 1,926.62
320,000.00
GUILFORD CT 06437 2 02/04/91
00
1725670 05 04/01/91
0
1725670 O 03/01/21
0
1251214 177/354 F 268,000.00
ZZ
HUANG BERYL J 360 244,818.93
1
1343 CANYON SIDE AVENUE 10.000 2,351.89
80
9.625 2,351.89
335,000.00
SAN RAMON CA 94583 1 07/25/91
00
0575662 09 09/01/91
0
2747197 O 08/01/21
0
1251232 076/076 F 225,000.00
ZZ
BURCHFIELD LARRY S 360 219,178.89
1
2680 BUENA VISTA ROAD 10.375 2,037.17
75
9.625 2,037.17
300,000.00
HOLLISTER CA 95023 1 07/19/91
00
8382891 05 09/01/91
0
8382891 O 08/01/21
0
1256103 267/267 F 507,500.00
ZZ
RAINES ERNEST G 180 433,493.25
1
1
1200 N CEDAR STREET 9.375 5,261.23
70
9.125 5,261.23
725,000.00
GLENDALE CA 91207 5 08/28/91
00
4671455 05 11/01/91
0
4671455 O 10/01/06
0
1314236 563/354 F 156,000.00
ZZ
ALLEN D 360 147,093.35
1
8260 YOUNGDALE AVENUE 11.000 1,485.62
80
10.750 1,485.62
195,000.00
SAN GABRIEL CA 91775 1 05/19/87
00
1127798 05 07/01/87
0
1127798 O 06/01/17
0
1389740 073/728 F 200,000.00
ZZ
DIPPOLITO PATRICIA 360 198,873.99
2
1476 SHORE DRIVE 9.500 1,681.71
50
9.250 1,681.71
405,000.00
BRONX NY 10465 1 09/22/94
00
0380070806 07 11/01/94
0
4417085 O 10/01/24
0
TOTAL NUMBER OF LOANS : 460
TOTAL ORIGINAL BALANCE : 123,682,012.30
TOTAL PRINCIPAL BALANCE : 113,704,231.25
TOTAL ORIGINAL P+I : 1,172,405.30
TOTAL CURRENT P+I : 1,172,405.30
***************************
* END OF REPORT *
***************************
RUN ON : 09/24/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 11.12.14 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RASC 1995-KS3 I
CUTOFF : 09/01/95
POOL : 0004181
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
ORIG RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
0303688 1.3750
141,955.68 .0500
12.7500 .0000
11.3750 .0000
8.0000 3.3250
8.0000 .0000
0303790 1.1250
121,833.79 .0500
12.5000 .0000
11.3750 .0000
8.0000 3.3250
8.0000 .0000
0303876 1.3750
192,480.71 .0500
12.7500 .0000
11.3750 .0000
8.0000 3.3250
8.0000 .0000
1000149 .8750
85,477.75 .0500
11.5000 .0000
10.6250 .0000
8.0000 2.5750
8.0000 .0000
1000217 1.7000
75,675.75 .0500
12.2500 .0000
10.5500 .0000
8.0000 2.5000
8.0000 .0000
1000848 1.2500
102,915.66 .0500
11.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1
1002001 .3250
246,527.97 .0500
9.8750 .0000
9.5500 .0000
8.0000 1.5000
8.0000 .0000
1002782 .3250
154,833.30 .0500
10.8750 .0000
10.5500 .0000
8.0000 2.5000
8.0000 .0000
1002805 .3500
178,910.33 .0500
11.0000 .0000
10.6500 .0000
8.0000 2.6000
8.0000 .0000
1003409 .3750
153,303.68 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1006171 .6250
80,812.54 .0500
10.1250 .0000
9.5000 .0000
8.0000 1.4500
8.0000 .0000
1009570 .2500
184,477.24 .0500
10.3500 .0000
10.1000 .0000
8.0000 2.0500
8.0000 .0000
1010421 .9000
193,006.72 .0500
10.7500 .0000
9.8500 .0000
8.0000 1.8000
8.0000 .0000
1010656 .2500
80,811.20 .0500
9.7500 .0000
9.5000 .0000
8.0000 1.4500
8.0000 .0000
1
1013165 .3000
157,044.44 .0500
10.5000 .0000
10.2000 .0000
8.0000 2.1500
8.0000 .0000
1013222 .2500
110,431.14 .0500
10.1250 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1013517 .2750
113,726.40 .0500
10.3750 .0000
10.1000 .0000
8.0000 2.0500
8.0000 .0000
1015146 .6250
146,865.16 .0500
10.6250 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1016353 .3500
184,130.20 .0500
9.5000 .0000
9.1500 .0000
8.0000 1.1000
8.0000 .0000
1016520 .2500
161,577.24 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1017111 .2500
48,992.53 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1019701 .4500
168,442.90 .0500
11.0000 .0000
10.5500 .0000
8.0000 2.5000
8.0000 .0000
1
1020830 .3000
82,029.41 .0500
10.7500 .0000
10.4500 .0000
8.0000 2.4000
8.0000 .0000
1021794 .6500
148,521.82 .0500
11.0000 .0000
10.3500 .0000
8.0000 2.3000
8.0000 .0000
1021851 .4000
130,468.94 .0500
10.7500 .0000
10.3500 .0000
8.0000 2.3000
8.0000 .0000
1022473 .5000
37,235.42 .0500
10.0000 .0000
9.5000 .0000
8.0000 1.4500
8.0000 .0000
1022758 .2500
153,872.62 .0500
9.6250 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1022861 .2500
171,231.43 .0500
9.5000 .0000
9.2500 .0000
8.0000 1.2000
8.0000 .0000
1022971 .3500
161,686.37 .0500
10.5000 .0000
10.1500 .0000
8.0000 2.1000
8.0000 .0000
1023664 .2500
145,221.34 .0500
9.1250 .0000
8.8750 .0000
8.0000 .8250
8.0000 .0000
1
1026844 .3000
100,557.53 .0500
10.7500 .0000
10.4500 .0000
8.0000 2.4000
8.0000 .0000
1027588 .2500
129,380.09 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1028590 .5000
199,816.76 .0500
11.0000 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1029480 .4000
255,456.56 .0500
10.7500 .0000
10.3500 .0000
8.0000 2.3000
8.0000 .0000
1031260 .6750
171,590.86 .0500
10.8750 .0000
10.2000 .0000
8.0000 2.1500
8.0000 .0000
1031723 .3750
164,256.85 .0500
10.6250 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1032856 .6500
148,979.61 .0500
11.0000 .0000
10.3500 .0000
8.0000 2.3000
8.0000 .0000
1032955 .2500
130,419.77 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1
1034370 .3500
163,255.14 .0500
10.7500 .0000
10.4000 .0000
8.0000 2.3500
8.0000 .0000
1034719 .4250
143,876.74 .0500
10.8750 .0000
10.4500 .0000
8.0000 2.4000
8.0000 .0000
1039574 .2500
70,924.85 .0500
9.6250 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1041454 .6000
151,382.98 .0500
11.2500 .0000
10.6500 .0000
8.0000 2.6000
8.0000 .0000
1041462 .2500
117,562.72 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1041549 .4500
180,584.50 .0500
11.0000 .0000
10.5500 .0000
8.0000 2.5000
8.0000 .0000
1041617 .3750
174,042.20 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1041623 .6000
70,428.20 .0500
11.2500 .0000
10.6500 .0000
8.0000 2.6000
8.0000 .0000
1
1041662 .3750
136,730.22 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1041672 .2500
184,617.62 .0500
9.7000 .0000
9.4500 .0000
8.0000 1.4000
8.0000 .0000
1041691 .4250
70,670.62 .0500
11.1250 .0000
10.7000 .0000
8.0000 2.6500
8.0000 .0000
1041838 .2500
140,962.78 .0500
11.0000 .0000
10.7500 .0000
8.0000 2.7000
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252,015.58 .0500
10.5000 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1239937 .1250
201,751.60 .0500
9.7500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1239952 .2500
1,158,236.24 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1239996 .3750
440,462.94 .0500
10.2500 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1240010 .1250
199,811.51 .0500
9.7500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1240044 .3161
240,532.00 .0500
10.5000 .0000
10.1839 .0000
8.0000 2.1339
8.0000 .0000
1240065 .1250
302,163.73 .0500
9.8750 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1
1240095 .1250
205,283.34 .0500
10.6250 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1240176 .5000
386,644.46 .0500
10.1250 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1240274 .3750
501,912.68 .0500
10.0000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1240283 .3900
278,616.75 .0500
10.2500 .0000
9.8600 .0000
8.0000 1.8100
8.0000 .0000
1240561 .2500
384,664.20 .0500
10.0000 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1240594 .3750
195,725.60 .0500
10.0000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1240748 .2500
232,972.23 .0500
10.2500 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1240755 .2500
295,444.93 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1
1240881 .2500
396,178.09 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1241019 .3750
282,809.87 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1241063 .2500
213,558.37 .0500
10.0000 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1241104 .3750
533,741.27 .0500
10.2500 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1241538 .3750
369,868.88 .0500
10.2500 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1241922 .3750
241,547.07 .0500
10.2500 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1242293 .2500
297,028.72 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1242294 .1250
398,255.00 .0500
9.8750 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1
1242524 .5000
253,068.20 .0500
10.2500 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1242679 .2500
388,598.65 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1242729 .2500
219,001.04 .0500
10.2500 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1242851 .2500
800,624.48 .0500
10.1250 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1242915 .5000
341,015.32 .0500
10.3200 .0000
9.8200 .0000
8.0000 1.7700
8.0000 .0000
1242917 .2500
253,854.90 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1242919 .5000
303,775.49 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1242994 .5000
218,854.81 .0500
10.1250 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1
1243007 .3750
232,627.98 .0500
10.2500 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1243149 .6050
245,365.64 .0500
10.3750 .0000
9.7700 .0000
8.0000 1.7200
8.0000 .0000
1243163 .7500
219,817.82 .0500
10.7500 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1243285 .5261
233,275.88 .0500
10.5500 .0000
10.0239 .0000
8.0000 1.9739
8.0000 .0000
1243309 .5000
231,564.89 .0500
10.3750 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1243500 .4050
292,260.28 .0500
10.3950 .0000
9.9900 .0000
8.0000 1.9400
8.0000 .0000
1243820 .2500
242,314.53 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1243860 .7950
206,508.03 .0500
10.6250 .0000
9.8300 .0000
8.0000 1.7800
8.0000 .0000
1
1245175 .5000
206,250.72 .0500
10.2500 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1246507 .2500
275,534.13 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1246576 .2500
227,390.67 .0500
10.2500 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1246622 .6561
391,956.71 .0500
10.3750 .0000
9.7189 .0000
8.0000 1.6689
8.0000 .0000
1246643 .2500
245,441.20 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1246685 .1250
306,400.24 .0500
10.0000 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1246750 .2500
297,614.00 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1246863 .5000
310,580.49 .0500
10.2000 .0000
9.7000 .0000
8.0000 1.6500
8.0000 .0000
1
1246951 .1250
309,811.04 .0500
10.1250 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1247081 .6250
238,625.02 .0500
10.2500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1247426 .6250
245,761.92 .0500
10.2500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1247465 .5000
263,222.94 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1247498 .7500
266,063.89 .0500
10.5000 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1247611 .2500
269,504.70 .0500
10.1250 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1247681 .5000
208,287.91 .0500
10.3750 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1247716 .2500
632,703.46 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1
1247835 .2500
395,462.82 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1248049 .5000
194,686.93 .0500
10.1250 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1248241 .5000
338,076.03 .0500
10.3750 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1248386 .5000
438,003.18 .0500
10.1250 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1248412 .6250
302,615.43 .0500
10.2500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1248497 .2500
213,608.86 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1249691 .3750
263,023.48 .0500
10.2500 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1249760 .2500
386,051.78 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1
1249772 .6250
226,489.28 .0500
10.2500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1249927 .2500
301,562.75 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1250061 .2500
196,904.76 .0500
10.1250 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1250085 .6250
303,263.95 .0500
10.2500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1250383 .5000
247,114.05 .0500
10.3750 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1250623 .1250
354,981.23 .0500
10.3750 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1250875 .2500
289,308.59 .0500
10.0000 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1250955 .1250
519,071.09 .0500
9.7500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1
1251062 .6250
208,846.68 .0500
10.2500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1251214 .3750
244,818.93 .0500
10.0000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1251232 .7500
219,178.89 .0500
10.3750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1256103 .2500
433,493.25 .0500
9.3750 .0000
9.1250 .0000
8.0000 1.0750
8.0000 .0000
1314236 .2500
147,093.35 .0500
11.0000 .0000
10.7500 .0000
8.0000 2.7000
8.0000 .0000
1389740 .2500
198,873.99 .0500
9.5000 .0000
9.2500 .0000
8.0000 1.2000
8.0000 .0000
TOTAL NUMBER OF LOANS: 460
TOTAL BALANCE........: 113,704,231.25
1
RUN ON : 09/24/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 11.12.14 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RASC 1995-KS3 I FIXED SUMMARY REPORT
CUTOFF : 09/01/95
POOL : 0004181
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 10.5323 9.1250
12.7500
RFC NET RATE 10.1426 8.7000
12.5000
NET MTG RATE(INVSTR RATE) 8.0000 8.0000
8.0000
POST STRIP RATE 8.0000 8.0000
8.0000
SUB SERV FEE .3897 .1250
1.7000
MSTR SERV FEE .0500 .0500
.0500
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD 2.0926 .6500
4.4500
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 460
TOTAL BALANCE........: 113,704,231.25
***************************
* END OF REPORT *
***************************
EXHIBIT F-2
GROUP II LOAN SCHEDULE
RUN ON : 09/21/95 RFC DISCLOSURE SYSTEM
RFFSD175-01
AT : 10:15:17 NONFIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RASC 1995-KS3 II
CUTOFF : 09/01/95
POOL : 0004182
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL
MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL
LN FEATURE
ADDRESS CURR NET ORIGINAL P+I
# OF UNITS
ADDRESS LINE 2 NOTE CEILING CURRENT P+I
LTV
CITY STATE ZIP NET CEILING NOTE DATE
VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT
MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT
MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT
NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT
NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR
PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS
PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR
PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH
RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH
RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE
FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX
TO WINDOW
OCCP CODE CNVT MARGIN
_________________________________________________________________
_____________
1199107 10.3750 364,800.00
100
STRICKLER DEAN 10.3750 343,184.53
ZZ
26998 PACIFIC TERRACE DRIVE 10.1250 3,302.93
1
25.0000 3,302.93
80
MISSION VIEJO CA 92692 24.7500 01/04/90
456,014.00
8013856 .0000 03/01/90
00
150103345 .0000 02/01/20
0
0 1.5000 07/01/97
07/01/97
323/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1199920 10.6250 296,000.00
100
PORT JAMES 10.6250 285,392.98
ZZ
111 HORSESHOE CIRCLE 10.3750 2,735.34
1
25.0000 2,735.34
80
WEST COVINA CA 91791 24.7500 01/15/90
370,000.00
67040487 .0000 03/01/90
00
67040487 .0000 02/01/20
0
0 1.5000 07/01/97
07/01/97
1
171/171 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1200003 11.0000 258,750.00
100
BARKYOUMB WILLIAM 11.0000 250,037.06
ZZ
4601 PEPPERMILL STREET 10.4700 2,464.14
1
25.0000 2,464.14
75
MOORPARK CA 93021 24.7500 02/02/90
345,000.00
8016271 .0000 04/01/90
00
90602384 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
453/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1200278 10.7500 310,000.00
100
MARINO MARIO 10.7500 298,763.29
ZZ
6219 MELROSE AVENUE 10.5000 2,893.79
1
25.0000 2,893.79
69
LOS ANGELES CA 90038 24.7500 02/21/90
450,000.00
8018608 .0000 04/01/90
00
199011225 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
478/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1200332 10.8750 258,750.00
100
AMAIZE EMMANUEL 10.8750 250,145.61
ZZ
1341 CANDISH AVENUE 10.4400 2,439.73
1
25.0000 2,439.73
75
GLENDORA CA 91740 24.7500 02/22/90
345,000.00
1
8016693 .0000 04/01/90
00
900575 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
488/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1200333 10.3750 194,400.00
100
DUNN JOSEPH 10.3750 187,288.75
ZZ
10 TANGLEWOOD 10.1250 1,760.11
1
25.0000 1,760.11
90
IRVINE CA 92714 24.7500 02/16/90
216,000.00
40601279 .0000 04/01/90
14
224016981 .0000 03/01/20
20
0 1.5000 07/01/97
07/01/97
463/463 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 09 0
00/00/00
O .0000
1200413 10.8750 190,000.00
100
WUNDER JOHN 10.8750 183,705.04
ZZ
76236 SWEET PEA WAY 10.5000 1,791.50
1
25.0000 1,791.50
64
PALM DESERT CA 92260 24.7500 02/19/90
300,000.00
8017121 .0000 04/01/90
00
90704693 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
453/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1200649 11.0000 279,000.00
100
AHN KYO 11.0000 252,067.06
ZZ
1
390 MELROSE AVENUE 10.4200 2,656.98
1
25.0000 2,656.98
75
SAN FRANCISCO CA 94127 24.7500 02/08/90
372,000.00
8016685 .0000 04/01/90
00
9309 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
092/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1200653 10.8750 375,000.00
100
SUN HAK 10.8750 362,908.25
ZZ
3060 SURRY STREET 10.5900 3,535.84
1
25.0000 3,535.84
75
LOS ANGELES CA 90027 24.7500 03/21/90
500,000.00
8018806 .0000 05/01/90
00
03110772 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
478/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1200810 10.8750 228,000.00
100
LYON SALLY 10.8750 220,532.72
ZZ
27806 DEVA 10.5000 2,149.79
1
25.0000 2,149.79
80
MISSION VIEJO CA 92692 24.7500 03/02/90
285,000.00
8016982 .0000 05/01/90
00
90705351 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
453/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1
1200881 11.2500 262,500.00
100
CHON KIL 11.2500 254,452.98
T
619 RIQUEZA STREET 10.6400 2,549.56
1
25.0000 2,549.56
75
ENCINITAS CA 92024 24.7500 02/20/90
350,000.00
0344693 .0000 04/01/90
00
03008810 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
281/737 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1200997 10.7500 260,000.00
100
ODENING ROBERT 10.7500 251,188.38
ZZ
1133 DANIELS AVENUE 10.5000 2,427.05
1
25.0000 2,427.05
31
LOS ANGELES CA 90035 24.7500 02/21/90
860,000.00
320021454 .0000 04/01/90
00
6627269 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
150/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201099 11.1250 236,000.00
100
ROMERO CARLOS 11.1250 228,592.35
ZZ
300 EAST LINCOLN AVENUE 10.6300 2,269.80
1
25.0000 2,269.80
80
ORANGE CA 92665 24.7500 02/22/90
295,000.00
0222000 .0000 04/01/90
00
0222000 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
664/664 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201100 10.8750 216,000.00
100
ROBERTSON BRUCE 10.8750 209,034.58
ZZ
12815 CASWELL AVENUE #103 10.5000 2,036.65
1
25.0000 2,036.65
75
LOS ANGELES CA 90066 24.7500 03/26/90
290,000.00
8019481 .0000 05/01/90
00
90607177 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
453/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 01 0
00/00/00
O .0000
1201280 10.5000 350,000.00
100
DALY THOMAS 10.5000 337,892.13
ZZ
239 CORONADO AVENUE 10.2500 3,201.59
1
25.0000 3,201.59
60
SAN CARLOS CA 94070 24.7500 03/26/90
590,000.00
8018723 .0000 05/01/90
00
38737 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
420/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201282 10.7500 204,000.00
100
TRAN JOSEPH 10.7500 197,265.03
ZZ
11602 OLD FASHION WAY 10.3750 1,904.31
1
25.0000 1,904.31
80
GARDEN GROVE CA 92640 24.7500 03/26/90
255,000.00
8018418 .0000 05/01/90
00
90707886 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
453/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201366 10.8750 240,000.00
100
DAMON KEITH 10.8750 232,260.96
ZZ
2825 NORA LANE 10.6000 2,262.94
1
25.0000 2,262.94
74
MODESTO CA 95355 24.7500 03/28/90
325,000.00
22008357 .0000 05/01/90
00
22008357 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
016/185 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201372 10.5000 250,000.00
100
NGUYEN TUAN 10.5000 241,525.03
ZZ
1378 TURNSTONE WAY 10.1250 2,286.85
1
25.0000 2,286.85
72
SUNNYVALE CA 94087 24.7500 04/02/90
350,000.00
8019119 .0000 06/01/90
00
200587 .0000 05/01/20
0
0 1.5000 07/01/97
07/01/97
445/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201734 10.8750 202,500.00
100
KIM DOO 10.8750 196,102.93
ZZ
17242 LUDLOW STREET 10.6250 1,909.35
1
25.0000 1,909.35
90
GRANADA HILLS CA 91344 24.7500 04/13/90
225,000.00
0344699 .0000 06/01/90
04
03009267 .0000 05/01/20
17
0 1.5000 07/01/97
07/01/97
1
281/737 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201771 10.7500 376,000.00
100
COYLE ANDREWS 10.7500 363,587.73
ZZ
2696 SOLANA WAY 10.5000 3,509.89
1
25.0000 3,509.89
80
LAGUNA BEACH CA 92651 24.7500 03/19/90
470,000.00
20031335 .0000 05/01/90
00
20031335 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
016/185 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201810 10.8750 197,900.00
100
FISKE RONALD 10.8750 191,518.79
ZZ
498 MERIDA DRIVE 10.5800 1,865.98
1
25.0000 1,865.98
90
FALLBROOK CA 92028 24.7500 03/21/90
219,900.00
8018376 .0000 05/01/90
11
09000826 .0000 04/01/20
17
0 1.5000 07/01/97
07/01/97
279/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1201962 10.6250 219,500.00
100
HAWKSLEY JONATHAN 10.6250 211,929.26
ZZ
14 DRY CREEK LANE 10.3750 2,028.40
1
25.0000 2,028.40
90
LAGUNA HILLS CA 92653 24.7500 02/07/90
243,900.00
1
311506380 .0000 04/01/90
04
824520 .0000 03/01/20
17
0 1.5000 07/01/97
07/01/97
147/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1202925 10.6250 221,250.00
100
TANAKA SHUICHI 10.6250 213,620.77
ZZ
987 CARTIER LANE 10.1250 2,044.57
1
25.0000 2,044.57
75
FOSTER CITY CA 94404 24.7500 01/31/90
295,000.00
8019283 .0000 04/01/90
00
0701064 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
515/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 09 0
00/00/00
O .0000
1202927 10.3750 215,200.00
100
BRITT WILLIE 10.3750 207,068.11
ZZ
2919 HAWES STREET 10.1250 1,948.44
1
25.0000 1,948.44
80
SAN FRANCISCO CA 94124 24.7500 12/20/89
269,000.00
8018715 .0000 02/01/90
00
0701051 .0000 01/01/20
0
0 1.5000 07/01/97
07/01/97
515/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1203068 10.5000 300,000.00
100
WILLIAMS NOEL 10.5000 289,263.28
ZZ
1
154 CANYON VISTA PLACE 10.1250 2,744.22
1
25.0000 2,744.22
75
DANVILLE CA 94526 24.7500 02/15/90
400,000.00
311629067 .0000 04/01/90
00
830253 .0000 03/01/20
0
0 1.5000 07/01/97
07/01/97
147/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1203123 10.7500 516,750.00
100
KOPPELMAN RENA 10.7500 499,875.88
ZZ
10535 CHEVIOT DRIVE 10.5000 4,823.76
1
25.0000 4,823.76
75
LOS ANGELES CA 90064 24.7500 04/09/90
689,000.00
28003047 .0000 06/01/90
00
28003047 .0000 05/01/20
0
0 1.5000 07/01/97
07/01/97
016/185 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1203219 10.6250 258,400.00
100
MEHTA BEN 10.6250 249,471.47
ZZ
35 W 527 PARSONS ROAD 10.3750 2,387.87
1
25.0000 2,387.87
80
WEST DUNDEE IL 60118 24.7500 03/30/90
323,000.00
3981560 .0000 05/01/90
00
3981560 .0000 04/01/20
0
0 1.5000 07/01/97
07/01/97
324/324 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1203235 10.6250 300,000.00
100
JOHNSON EDWARD 10.6250 290,268.19
ZZ
ROUTE 746 FAIRWINDS FARM 10.3750 2,772.29
1
25.0000 2,772.29
24
PHILOMONT VA 22131 24.7500 05/03/90
1,250,000.00
10435566-4 .0000 07/01/90
00
435566 .0000 06/01/20
0
0 1.5000 07/01/97
07/01/97
047/047 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1203248 10.8750 583,000.00
100
STARK GARY 10.8750 565,332.95
ZZ
4 CLOUD DRIVE 10.1250 5,497.05
1
MORRIS COUNTY 25.0000 5,497.05
64
MONTVILLE NJ 07045 24.7500 06/05/90
925,000.00
2000460580 .0000 08/01/90
00
1200084 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
201/201 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1203368 10.7500 450,000.00
100
WILSON JAYME 10.7500 433,459.69
ZZ
5740 MADRID LANE 10.5000 4,200.67
1
25.0000 4,200.67
75
LONG BEACH CA 90814 24.7500 06/11/90
600,000.00
0344707 .0000 08/01/90
00
03009607 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
281/737 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 5 00
00/00/00
.0000 09 0
00/00/00
O .0000
1203918 10.6250 205,800.00
100
MATHEWS THOMAS 10.6250 199,157.66
ZZ
293 SCOTTS VALLEY 10.3750 1,901.79
1
25.0000 1,901.79
90
HERCULES CA 94547 24.7500 06/01/90
228,741.00
7209 .0000 08/01/90
04
838997539 .0000 07/01/20
17
0 1.5000 07/01/97
07/01/97
028/736 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 09 0
00/00/00
O .0000
1204133 11.6250 261,000.00
100
BARON IRISH 11.6250 253,829.46
ZZ
2906 BELLAMY AVENUE 10.1250 2,609.59
1
25.0000 2,609.59
90
ANAHEIM CA 92806 24.7500 05/22/90
290,000.00
824907 .0000 07/01/90
04
824907 .0000 06/01/20
17
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1204246 10.7500 374,850.00
100
BISCOE MARCELO 10.7500 363,461.08
ZZ
7879 BERMUDA DUNES AVENUE 10.3700 3,499.16
1
25.0000 3,499.16
70
LAS VEGAS NV 89113 24.7500 07/19/90
535,500.00
794142 .0000 09/01/90
00
794142 .0000 08/01/20
0
0 1.5000 12/01/97
12/01/97
147/147 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1204340 10.8750 360,750.00
100
CHILDRESS LOIS 10.8750 349,817.45
ZZ
3528 FERNWOOD AVENUE 10.6250 3,401.48
1
25.0000 3,401.48
75
LOS ANGELES CA 90039 24.7500 06/08/90
481,000.00
311043863 .0000 08/01/90
00
1874395EFC .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
372/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1204381 11.3750 525,000.00
100
KEYSOR RICHARD 11.3750 510,538.41
ZZ
16046 LIVE OAK SPRINGS CANYON 10.1250 5,149.02
1
RD 25.0000 5,149.02
75
SAUGUS CA 91351 24.7500 06/04/90
700,000.00
444560 .0000 08/01/90
00
444560 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1204418 10.8750 290,000.00
100
ALTOONIAN KIRK 10.8750 281,211.25
ZZ
225 GOWER STREET 10.6250 2,734.39
1
25.0000 2,734.39
58
LOS ANGELES CA 90004 24.7500 06/07/90
500,000.00
8021941 .0000 08/01/90
00
150104209 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
1
323/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1204443 10.6250 298,800.00
100
WILSON MYUNG 10.6250 289,069.10
ZZ
20047 STRATHERN STREET 10.3750 2,761.20
1
25.0000 2,761.20
90
CANOGA PARK CA 91306 24.7500 06/14/90
332,000.00
0344708 .0000 08/01/90
04
03009649 .0000 07/01/20
17
0 1.5000 07/01/97
07/01/97
281/737 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1204480 10.7500 600,000.00
100
LESSER JEFF 10.7500 581,381.69
ZZ
2 HACIENDA ROAD 10.5000 5,600.89
1
25.0000 5,600.89
71
BELL CANYON CA 91307 24.7500 06/07/90
850,000.00
7211 .0000 08/01/90
00
838998000 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
028/736 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206039 10.5000 276,000.00
100
HERNANDEZ HECTOR 10.5000 267,021.92
ZZ
4531 FREDERICK STREET 10.2500 2,524.68
1
25.0000 2,524.68
80
GLENDALE CA 91214 24.7500 06/15/90
345,000.00
1
391603 .0000 08/01/90
00
391603 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
533/533 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1206217 11.0000 202,500.00
100
DOMINGO ANDRES 11.0000 196,250.57
ZZ
1102 EAST JAY STREET 10.7500 1,928.45
1
25.0000 1,928.45
75
CARSON CA 90745 24.7500 05/04/90
270,000.00
320020670 .0000 07/01/90
00
5615852 .0000 06/01/20
0
0 1.5000 07/01/97
07/01/97
150/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206382 11.0000 236,250.00
100
CARROLL RUPERT 11.0000 229,259.21
ZZ
9121 BERMUDA DRIVE 10.1250 2,249.86
1
25.0000 2,249.86
75
HUNTINGTON BEA CA 92646 24.7500 05/24/90
315,000.00
3931307 .0000 08/01/90
00
3931307 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
150/737 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206385 11.1250 288,000.00
100
HORSTMANN ALMA 11.1250 279,500.88
ZZ
1
8863 BLUFFDALE DRIVE 10.8750 2,769.93
1
25.0000 2,769.93
90
SUN VALLEY CA 91352 24.7500 05/23/90
320,000.00
320021587 .0000 07/01/90
04
6632432 .0000 06/01/20
17
0 1.5000 07/01/97
07/01/97
150/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206404 10.8750 711,200.00
100
KENNEDY JOSEPH 10.8750 691,431.44
ZZ
65 WILSONDALE STREET 9.6250 6,705.83
1
25.0000 6,705.83
70
DOVER MA 02030 24.7500 10/26/90
1,016,500.00
47733758 .0000 12/01/90
00
47733758 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
283/283 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206495 11.5000 217,500.00
100
NUBER HELMUT 11.5000 211,525.88
ZZ
147 NORTH CIRCULO ROBEL 11.0300 2,153.88
1
25.0000 2,153.88
75
ANAHEIM CA 92807 24.7500 05/01/90
290,000.00
0228254 .0000 07/01/90
00
0228254 .0000 06/01/20
0
0 1.5000 07/01/97
07/01/97
664/664 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1206498 11.5000 242,250.00
100
LAMONT MARC 11.5000 235,402.42
ZZ
17114 SUNDERLAND DRIVE 11.0300 2,398.98
1
GRANADA HILLS AREA 25.0000 2,398.98
75
LOS ANGELES CA 91344 24.7500 05/01/90
323,000.00
0232256 .0000 07/01/90
00
0232256 .0000 06/01/20
0
0 1.5000 07/01/97
07/01/97
664/664 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206516 10.8750 337,500.00
100
TOEBBE NELSON 10.8750 327,055.65
ZZ
2032 KELLY AVENUE 10.6250 3,182.26
1
25.0000 3,182.26
90
UPLAND CA 91786 24.7500 05/22/90
375,000.00
8021834 .0000 07/01/90
04
1872118FON .0000 06/01/20
17
0 1.5000 07/01/97
07/01/97
372/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206518 10.7500 218,800.00
100
MONTGOMERY DANNY 10.7500 211,867.21
ZZ
13405 VIA ALMERIA UNIT 25 10.5000 2,042.46
1
25.0000 2,042.46
90
TUSTIN CA 92680 24.7500 05/18/90
243,130.00
8021990 .0000 07/01/90
12
4166120SNAB .0000 06/01/20
20
0 1.5000 07/01/97
07/01/97
372/158 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 09 0
00/00/00
O .0000
1206559 10.5000 255,600.00
100
BURGESS JAMES 10.5000 247,284.96
ZZ
774 WEST BRIGHT STAR STREET 10.1250 2,338.08
1
25.0000 2,338.08
90
THOUSAND OAKS CA 91360 24.7500 06/19/90
284,000.00
311453849 .0000 08/01/90
04
90616673 .0000 07/01/20
17
0 1.5000 07/01/97
07/01/97
453/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1206574 10.5000 234,000.00
100
WILSON N 10.5000 226,388.14
ZZ
27842 SHEFFIELD 10.1250 2,140.49
1
25.0000 2,140.49
75
MISSION VIEJO CA 92692 24.7500 06/21/90
312,000.00
0344710 .0000 08/01/90
00
03009683 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
281/737 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 03 0
00/00/00
O .0000
1206747 11.0000 231,000.00
100
LIM KWANG 11.0000 224,164.01
ZZ
1236 NORTHAMPTON WAY 10.7500 2,199.87
1
25.0000 2,199.87
70
FULLERTON CA 92633 24.7500 05/30/90
330,000.00
3997202 .0000 08/01/90
00
2053405483 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
324/324 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 03 0
00/00/00
O .0000
1207184 10.6250 197,550.00
100
ROSALES RAUL 10.6250 191,403.88
ZZ
8438 DELCO AVENUE 10.3750 1,825.56
1
CANOGA PARK AREA 25.0000 1,825.56
90
LOS ANGELES CA 91306 24.7500 07/05/90
219,500.00
665801831 .0000 09/01/90
04
665801831 .0000 08/01/20
17
0 1.5000 07/01/97
07/01/97
976/976 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1207306 10.8750 304,500.00
100
VOLKMANN THOMAS 10.8750 291,797.56
BB
28711 PASEO BAHIA 10.5200 2,871.11
1
25.0000 2,871.11
75
SAN JUAN CAPIS CA 92675 24.7500 07/03/90
406,000.00
2567750 .0000 09/01/90
00
2567750 .0000 08/01/20
0
0 1.5000 12/01/97
12/01/97
147/147 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1207392 10.8750 272,600.00
100
HANSEN GARY 10.8750 264,339.12
ZZ
2030 WEST TOLEDO PLACE 10.6250 2,570.32
1
25.0000 2,570.32
90
LA HABRA CA 90631 24.7500 06/01/90
302,950.00
108940 .0000 08/01/90
04
108940 .0000 07/01/20
17
0 1.5000 07/01/97
07/01/97
1
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1207472 9.8750 256,400.00
100
LUNA J 9.8750 247,218.49
BB
3755 HARLEQUIN TERRACE 9.6250 2,226.45
1
25.0000 2,226.45
90
FREMONT CA 94555 24.7500 07/10/90
284,900.00
256791 .0000 09/01/90
04
256791 .0000 08/01/20
17
0 1.5000 12/01/97
12/01/97
147/147 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1207685 10.5000 277,400.00
100
NAT ARVINDPAL 10.5000 268,563.67
ZZ
13162 DOSS COURT 10.1250 2,537.49
1
25.0000 2,537.49
75
LOS ANGELES CA 91344 24.7500 07/18/90
370,000.00
311969950 .0000 09/01/90
00
20013319048 .0000 08/01/20
0
0 1.5000 12/01/97
12/01/97
331/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1207707 10.5000 318,000.00
100
PEREZ RICHARD 10.5000 307,183.56
ZZ
10450 BEDWORTH ROAD 10.1250 2,908.88
1
25.0000 2,908.88
75
AGUA DULCE CA 91350 24.7500 04/02/90
425,000.00
1
258160 .0000 06/01/90
00
258160 .0000 05/01/20
0
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1208270 10.2500 272,000.00
100
KESSEL WILLIAM 10.2500 262,726.79
ZZ
80 LAUREL RIDGE LANE 10.1250 2,437.40
1
25.0000 2,437.40
86
N. KINGSTOWN RI 02852 24.7500 06/29/90
319,000.00
217447424 .0000 08/01/90
14
00194246104 .0000 07/01/20
20
0 1.5000 07/01/97
07/01/97
560/B71 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1208346 10.5000 225,000.00
100
IVIE BRIAN 10.5000 217,980.42
ZZ
21604 RIDGEFIELD COURT 10.2500 2,058.17
1
SAUGUS AREA 25.0000 2,058.17
75
SANTA CLARITA CA 91350 24.7500 07/30/90
300,000.00
311184345 .0000 10/01/90
00
658874 .0000 09/01/20
0
0 1.5000 07/01/97
07/01/97
124/600 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1208408 10.6250 201,600.00
100
MARTINEZ CHARLES 10.6250 194,786.26
ZZ
1
1840 CAMDEN AVENUE #103 10.1250 1,862.99
1
25.0000 1,862.99
90
LOS ANGELES CA 90025 24.7500 03/15/90
224,000.00
444436 .0000 05/01/90
11
444436 .0000 04/01/20
17
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1209665 10.3750 198,000.00
100
BYRNE MARK 10.3750 191,677.94
ZZ
2200 NORTH MANNING STREET 10.1250 1,792.71
1
25.0000 1,792.71
90
BURBANK CA 91505 24.7500 08/16/90
220,000.00
140091 .0000 10/01/90
10
140091 .0000 09/01/20
17
0 1.5000 12/01/97
12/01/97
052/670 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1209731 10.0000 600,000.00
100
FISHER, JR. J 10.0000 579,878.98
ZZ
2601 OLD ORCHARD ROAD 9.6250 5,265.43
1
25.0000 5,265.43
70
LANCASTER PA 17601 24.7500 09/05/90
858,000.00
23323 .0000 11/01/90
00
23323 .0000 10/01/20
0
0 1.5000 12/01/97
12/01/97
538/538 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1209736 10.3750 55,500.00
100
PALUMBO-LIU DAVID 10.3750 53,727.35
ZZ
62 PEARCE MITCHELL PLACE 10.1250 502.50
1
25.0000 502.50
30
STANFORD CA 94305 24.7500 08/23/90
185,000.00
220043059 .0000 10/01/90
00
021004305 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
459/550 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1209773 10.3750 213,500.00
100
SCOTONI ELISABETH 10.3750 206,682.91
ZZ
4397 WILLOW GLEN STREET 10.1250 1,933.04
1
25.0000 1,933.04
70
CALABASAS AREA CA 91302 24.7500 08/15/90
305,000.00
320013246 .0000 10/01/90
00
22062919500 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
331/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 03 0
00/00/00
O .0000
1209886 11.1250 251,250.00
100
HARTLEY ROBERT 11.1250 243,989.50
ZZ
30800 LOLITA ROAD 10.1250 2,416.48
1
25.0000 2,416.48
75
TEMECULA CA 92390 24.7500 06/07/90
335,000.00
203555 .0000 08/01/90
00
203555 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1209960 10.7500 220,500.00
100
UNSINN JOHN 10.7500 212,886.24
ZZ
4346 CAMELLO ROAD 10.1250 2,058.33
1
25.0000 2,058.33
70
WOODLAND HILLS CA 91364 24.7500 05/11/90
315,000.00
444574 .0000 07/01/90
00
444574 .0000 06/01/20
0
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1211312 10.6250 225,000.00
100
BIALA DELFIN 10.6250 217,688.56
ZZ
5341 COUNTRY VIEW DRIVE 10.1250 2,079.22
1
25.0000 2,079.22
72
RICHMOND CA 94803 24.7500 05/03/90
313,450.00
830442 .0000 07/01/90
00
830442 .0000 06/01/20
0
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1212304 10.3750 240,000.00
100
CHANG YOUNG 10.3750 232,337.02
ZZ
21470 EAST COLD SPRINGS LANE 10.1250 2,172.98
1
25.0000 2,172.98
61
DIAMOND BAR AR CA 91765 24.7500 07/27/90
395,000.00
310115548 .0000 10/01/90
00
150104568 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
323/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1212312 10.3750 280,000.00
100
LYNCH JAMES 10.3750 270,932.50
BB
5929 WEIMAR AVENUE 10.1250 2,535.14
1
25.0000 2,535.14
74
SAN JOSE CA 95120 24.7500 09/04/90
382,000.00
816929 .0000 11/01/90
00
816929 .0000 10/01/20
0
0 1.5000 12/01/97
12/01/97
147/147 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1212890 10.3750 205,150.00
100
MIX IDA 10.3750 198,188.75
ZZ
2042 WESTCHESTER DRIVE 10.1250 1,857.45
1
25.0000 1,857.45
90
SILVER SPRING MD 20902 24.7500 06/28/90
227,970.00
167332 .0000 08/01/90
04
0992487 .0000 07/01/20
17
0 1.5000 07/01/97
07/01/97
200/663 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 07 0
00/00/00
O .0000
1213038 11.0000 325,000.00
100
TURNER EDDIE 11.0000 316,179.67
ZZ
3024 BROADMOOR VIEW 10.7500 3,095.06
1
25.0000 3,095.06
75
OAKLAND CA 94605 24.7500 10/08/90
435,000.00
669836 .0000 12/01/90
00
669836 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
1
976/976 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1213110 10.2500 337,500.00
100
FAROL FERNANDO 10.2500 323,782.44
ZZ
1276 33RD AVENUE 10.0000 3,024.34
1
25.0000 3,024.34
75
SAN FANCISCO CA 94122 24.7500 08/24/90
450,000.00
320006919 .0000 10/01/90
00
10166 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
092/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1213501 12.0000 184,600.00
100
PANSOY FELIPE 12.0000 180,286.23
ZZ
711 JACKSON STREET 11.5000 1,898.82
1
25.0000 1,898.82
65
SAN JOSE CA 95112 24.5000 08/17/90
284,000.00
7005044 .0000 10/01/90
04
90313826 .0000 09/01/20
12
0 2.0000 12/01/97
12/01/97
453/584 1.5000 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1213571 10.8750 294,350.00
100
YUUKI YOSHIYUKI 10.8750 285,985.85
ZZ
1010 HIGHRIDGE COURT 10.6250 2,775.40
1
25.0000 2,775.40
80
ANAHEIM CA 92808 24.7500 09/14/90
367,990.00
1
320018450 .0000 11/01/90
00
20010320314 .0000 10/01/20
0
0 1.5000 12/01/97
12/01/97
331/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1213595 10.7500 308,250.00
100
CHAO GARY 10.7500 299,473.89
ZZ
5720 ALESSANDRO AVENUE 9.6250 2,877.46
1
25.0000 2,877.46
75
TEMPLE CITY CA 91780 24.7500 10/11/90
411,000.00
144266 .0000 12/01/90
00
144266 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
052/670 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1213645 10.5000 238,500.00
100
RAB GREG 10.5000 231,062.31
ZZ
1750 TIMBER RIDGE CIRCLE 10.2500 2,181.66
1
25.0000 2,181.66
90
CORINTH TX 76205 24.7500 08/27/90
265,000.00
4016747 .0000 10/01/90
04
4016747 .0000 09/01/20
17
0 1.5000 12/01/97
12/01/97
324/324 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1213832 10.5000 376,000.00
100
BELISLE NORMAN 10.5000 364,275.11
ZZ
1
1057 MAUNANANI STREET 10.1250 3,439.42
1
25.0000 3,439.42
80
HONOLULU HI 96825 24.7500 08/21/90
470,000.00
320005002 .0000 10/01/90
00
1805454 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
531/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1213841 12.2500 166,000.00
100
FREUDENBERG LOWELL 12.2500 162,387.97
ZZ
4167 & 4169 OLGA DRIVE 11.7500 1,739.51
2
25.0000 1,739.51
62
SAN JOSE CA 95117 24.5000 08/29/90
269,000.00
7005069 .0000 11/01/90
04
90315219 .0000 10/01/20
12
0 2.0000 12/01/97
12/01/97
453/584 1.5000 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
N .0000
1213995 10.3750 290,000.00
100
COSTOPOULOS ATHENA 10.3750 277,461.50
ZZ
14 KENMORE STREET 10.1250 2,625.69
1
25.0000 2,625.69
80
NEWTON MA 02159 24.7500 09/14/90
362,500.00
301367330 .0000 10/01/90
00
5043057 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
019/019 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1214131 10.7500 227,500.00
100
BRILLO MANUEL 10.7500 220,651.03
ZZ
32570 LAKE CHAD STREET 10.5000 2,123.68
1
25.0000 2,123.68
65
FREMONT CA 94555 24.7500 10/03/90
350,000.00
2000257 .0000 12/01/90
00
2000257 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
314/909 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1214427 10.3750 260,990.00
100
CURRIE DENNIS 10.3750 253,009.09
ZZ
312 SOUTH ROSEBUD COURT 10.1250 2,363.03
1
25.0000 2,363.03
90
ANAHEIM CA 92808 24.7500 10/04/90
289,990.00
666544 .0000 12/01/90
10
666544 .0000 11/01/20
17
0 1.5000 12/01/97
12/01/97
976/976 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1214509 10.8750 296,250.00
100
MUNOZ FRANK 10.8750 287,164.28
ZZ
2135 LEON AVENUE 10.5000 2,793.32
1
25.0000 2,793.32
75
SAN DIEGO CA 92154 24.7500 08/16/90
395,000.00
320013295 .0000 10/01/90
00
90200460 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
453/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1214544 10.8750 292,500.00
100
DIONIS STEVEN 10.8750 281,825.27
ZZ
6441 ELLENVIEW AVENUE 10.3750 2,757.95
1
25.0000 2,757.95
75
LOS ANGELES CA 91307 24.7500 10/04/90
390,000.00
320016215 .0000 12/01/90
00
900001956 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
474/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1214569 10.0000 400,000.00
100
RUGGIERO CHATKA 10.0000 386,296.96
T
950 MAYTAG ROAD 9.6250 3,510.29
1
25.0000 3,510.29
58
LAKE GENEVA WI 53147 24.7500 08/29/90
700,000.00
1716026 .0000 10/01/90
00
1716026 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
169/169 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1214735 10.7500 250,000.00
100
ZAMUDIO RAMON 10.7500 242,724.91
ZZ
431 OXFORD STREET 10.5000 2,333.70
1
25.0000 2,333.70
75
SAN FRANCISCO CA 94134 24.7500 09/07/90
335,000.00
320020738 .0000 11/01/90
00
9256199 .0000 10/01/20
0
0 1.5000 12/01/97
12/01/97
150/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1215329 10.7500 250,000.00
100
STEVENS JEFFREY 10.7500 243,230.53
ZZ
469 POPLAR STREET 10.4300 2,333.70
1
25.0000 2,333.70
59
LAGUNA BEACH CA 92651 24.7500 01/02/91
425,000.00
320038979 .0000 03/01/91
00
838863490 .0000 02/01/21
0
0 1.5000 07/01/98
07/01/98
196/600 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1215350 10.3750 258,550.00
100
WINTER STEVEN 10.3750 250,470.42
BB
4713 LEWIS WOODS COURT 10.1250 2,340.93
1
25.0000 2,340.93
75
CHANTILLY VA 22021 24.7500 09/20/90
345,115.00
320013923 .0000 11/01/90
00
0737666 .0000 10/01/20
0
0 1.5000 12/01/97
12/01/97
178/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1215571 10.1250 512,650.00
100
HOROWITZ DENNIS 10.1250 496,215.82
ZZ
2450 BAY VILLAGE COURT 9.6250 4,546.30
1
25.0000 4,546.30
80
PALM BEACH GAR FL 33410 24.7500 10/15/90
640,861.00
320033962 .0000 12/01/90
00
2120867 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
1
233/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1215633 11.7500 98,400.00
100
RODRIGUEZ GILBERT 11.7500 96,090.96
ZZ
1121 WEST AVENUE H-6 11.2500 993.26
1
25.0000 993.26
80
LANCASTER CA 93534 24.5000 09/25/90
123,000.00
7004336 .0000 12/01/90
04
90100017 .0000 11/01/20
25
0 2.0000 12/01/97
12/01/97
453/584 1.5000 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1215827 10.8750 235,000.00
100
VISSER RODNEY 10.8750 228,467.95
ZZ
22 LINDEN LANE 10.5000 2,215.79
1
25.0000 2,215.79
63
WAYNE NJ 07470 24.7500 09/27/90
375,000.00
320018054 .0000 12/01/90
00
101148873 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
249/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1215893 10.7500 275,000.00
100
ROSS NICHOLAS 10.7500 266,997.33
BB
2255 NORTH EUCLID AVENUE 10.2500 2,567.07
1
25.0000 2,567.07
58
UPLAND CA 91786 24.7500 09/26/90
480,000.00
1
320019714 .0000 11/01/90
00
720041112 .0000 10/01/20
0
0 1.5000 12/01/97
12/01/97
474/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1217681 10.7500 229,000.00
100
GOLJAHI MANOUCHEH 10.7500 222,232.54
ZZ
22733 CLARENDON STREET 10.4400 2,137.67
1
WOODLAND HILLS AREA 25.0000 2,137.67
89
LOS ANGELES CA 91367 24.7500 09/13/90
259,000.00
7217 .0000 11/01/90
04
839090633 .0000 10/01/20
17
0 1.5000 12/01/97
12/01/97
028/736 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1217702 10.3750 225,900.00
100
PALMA DAN 10.3750 218,656.50
ZZ
5132 TASMAN DRIVE 10.1250 2,045.31
1
25.0000 2,045.31
90
HUNTINGTON BEA CA 92649 24.7500 11/01/90
251,000.00
20042930 .0000 01/01/91
04
20042930 .0000 12/01/20
17
0 1.5000 12/01/97
12/01/97
016/185 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1217799 10.7500 288,750.00
100
AUSTEIN IRWIN 10.7500 280,709.82
ZZ
1
20950 OXNARD STREET, #49 10.4500 2,695.43
1
25.0000 2,695.43
75
WOODLAND HILLS CA 91367 24.7500 11/08/90
385,000.00
320029812 .0000 01/01/91
00
6641415 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
150/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 01 0
00/00/00
O .0000
1217925 10.6250 225,000.00
100
TIEN JEFFREY 10.6250 218,582.37
ZZ
1158 NORTH SUNSET BLUFF ROAD 10.1250 2,079.22
1
25.0000 2,079.22
90
WALNUT CA 91789 24.7500 11/02/90
250,000.00
320023393 .0000 01/01/91
04
20091621367 .0000 12/01/20
17
0 1.5000 12/01/97
12/01/97
331/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218068 10.6200 245,000.00
100
OLMAN CAROLYN 10.6200 238,006.38
ZZ
11556 DILLING STREET 10.3700 2,263.12
1
25.0000 2,263.12
49
STUDIO CITY CA 91604 24.7500 11/08/90
505,000.00
0452516 .0000 01/01/91
00
3115351 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
478/275 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1218116 10.7450 380,000.00
100
BAUTISTA GENE 10.7450 369,208.31
ZZ
12302 DOWNEY AVENUE 10.3800 3,545.80
1
25.0000 3,545.80
80
DOWNEY CA 90242 24.7500 11/12/90
475,000.00
0449710 .0000 01/01/91
00
311507115 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
478/275 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218207 10.5000 281,250.00
100
ARVIZU ROBERT 10.5000 273,035.37
ZZ
11261 MONTSERRAT STREET 10.1250 2,572.70
1
25.0000 2,572.70
75
CYPRESS CA 90630 24.7500 11/08/90
375,000.00
320023781 .0000 01/01/91
00
029310 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
530/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218215 10.5200 213,000.00
100
ADAMS ERNEST 10.5200 206,664.01
ZZ
526 NORTH PLATINA DRIVE 10.2700 1,951.58
1
25.0000 1,951.58
74
DIAMOND BAR CA 91765 24.7500 10/19/90
290,000.00
0447508 .0000 12/01/90
00
311485021 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
478/275 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218241 10.6250 352,000.00
100
JI YENG 10.6250 341,961.77
ZZ
806 SOUTH ORANGE DRIVE 10.1250 3,252.82
1
25.0000 3,252.82
80
LOS ANGELES CA 90036 24.7500 11/12/90
440,000.00
320023427 .0000 01/01/91
00
21014121382 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
331/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218323 10.6950 235,500.00
100
BAUTISTA RENATO 10.6950 228,873.08
ZZ
18815 SOUTH BECHARD PLACE 10.4450 2,188.62
1
25.0000 2,188.62
75
CERRITOS CA 90701 24.7500 11/26/90
314,000.00
0453860 .0000 01/01/91
00
3115486 .0000 12/01/20
0
0 1.5000 07/01/98
07/01/98
478/275 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218335 10.3750 202,500.00
100
BROWN ALLAN 10.3750 195,184.96
ZZ
13450 LOCHRIN LANE 10.1250 1,833.45
1
25.0000 1,833.45
90
SYLMAR CA 91342 24.7500 02/09/90
225,000.00
258047 .0000 04/01/90
11
258047 .0000 03/01/20
17
0 1.5000 07/01/97
07/01/97
147/147 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218344 11.7500 193,600.00
100
SIQUEIROS GILBERT 11.7500 189,056.94
ZZ
1493 PIEDMONT ROAD 11.1450 1,954.22
1
25.0000 1,954.22
80
SAN JOSE CA 95132 24.5000 10/26/90
242,000.00
7004419 .0000 12/01/90
04
90100686 .0000 11/01/20
25
0 2.0000 12/01/97
12/01/97
453/584 1.5000 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218351 10.7500 270,000.00
100
GORDON IRVING 10.7500 262,482.06
ZZ
20444 PACIFIC COAST HIGHWAY 10.3750 2,520.40
1
25.0000 2,520.40
75
MALIBU AREA CA 90265 24.7500 11/14/90
360,000.00
320027683 .0000 01/01/91
00
90633306 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
453/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 07 0
00/00/00
O .0000
1218353 10.6250 192,000.00
100
SAYLES GENERAL 10.6250 186,152.75
ZZ
3320 ABBEY LANE 10.5000 1,774.27
1
25.0000 1,774.27
80
PALMDALE CA 93551 24.7500 08/23/90
240,000.00
217486109 .0000 10/01/90
00
00442452603 .0000 09/01/20
0
0 1.5000 12/01/97
12/01/97
1
560/B71 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1218382 9.8750 247,950.00
100
BUNN CHRIS 9.8750 239,438.31
ZZ
41106 OAKVIEW LANE 9.7500 2,153.07
1
25.0000 2,153.07
80
PALMDALE CA 93550 24.7500 09/24/90
309,995.00
217508506 .0000 11/01/90
00
00462608902 .0000 10/01/20
0
0 1.5000 12/01/97
12/01/97
560/B71 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1218544 10.5000 315,000.00
100
LANE IAN 10.5000 306,003.60
ZZ
19192 SIERRA ISABELLE ROAD 10.2500 2,881.43
1
25.0000 2,881.43
74
IRVINE CA 92715 24.7500 11/28/90
430,000.00
320030067 .0000 02/01/91
00
659164 .0000 01/01/21
0
0 1.5000 12/01/97
12/01/97
124/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 03 0
00/00/00
O .0000
1219154 10.6250 246,800.00
100
SHEIKH IFTIKHAR 10.6250 239,726.93
ZZ
28636 WEST QUAINT STREET 10.3750 2,280.68
1
25.0000 2,280.68
80
AGOURA HILLS CA 91301 24.7500 11/02/90
308,500.00
1
320023179 .0000 01/01/91
00
05018195 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
171/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1219156 10.6250 208,800.00
100
MELARA LUIS 10.6250 198,489.33
ZZ
7533 JORDAN AVENUE 10.1250 1,929.52
1
25.0000 1,929.52
90
CANOGA PARK AR CA 91304 24.7500 10/29/90
232,000.00
320022270 .0000 12/01/90
04
220131719777 .0000 11/01/20
17
0 1.5000 12/01/97
12/01/97
331/600 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1219242 10.3750 362,500.00
100
GEMAYEL JEAN 10.3750 351,415.13
ZZ
9672 SOUTH BRYNMAR DRIVE 10.1250 3,282.11
1
25.0000 3,282.11
71
VILLA PARK CA 92667 24.7500 10/24/90
516,500.00
144383 .0000 12/01/90
00
144383 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
052/670 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1219375 9.8750 250,000.00
100
SHEEHAN DAVID 9.8750 241,781.19
ZZ
1
16771 THUNDER ROAD 9.3750 2,170.88
1
25.0000 2,170.88
54
HAYMARKET VA 22069 24.7500 11/27/90
470,000.00
158904 .0000 01/01/91
00
158904 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
299/299 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1223270 10.5000 520,000.00
100
LIM KOO 10.5000 505,482.97
ZZ
2530 ALLANJAY PLACE 10.2500 4,756.64
1
25.0000 4,756.64
74
GLENDALE CA 91208 24.7500 01/08/91
710,000.00
0344732 .0000 03/01/91
00
03011165 .0000 02/01/21
0
0 1.5000 12/01/97
12/01/97
281/737 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1223374 10.7320 500,000.00
100
HAN SEIKICHI 10.7320 486,030.06
ZZ
487 WEST LE ROY AVENUE 10.4820 4,660.64
1
25.0000 4,660.64
70
ARCADIA CA 91006 24.7500 11/12/90
720,000.00
0451351 .0000 01/01/91
00
311523518 .0000 12/01/20
0
0 1.5000 07/01/98
07/01/98
478/275 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1223431 9.8750 600,000.00
100
HILBORN DAY 9.8750 580,707.82
ZZ
3075 PACIFIC AVENUE 9.6250 5,210.09
1
25.0000 5,210.09
65
SAN FRANCISCO CA 94115 24.7500 12/13/90
925,000.00
220045526 .0000 02/01/91
00
010004552 .0000 01/01/21
0
0 1.5000 07/01/98
07/01/98
550/550 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1226357 9.7500 249,200.00
100
FAGAN ALLEN 9.7500 238,473.94
ZZ
4030 MAPLE AVENUE 9.3750 2,141.02
1
25.0000 2,141.02
70
FAIRFAX VA 22032 24.7500 01/09/91
356,000.00
320039274 .0000 03/01/91
00
3118927 .0000 02/01/21
0
0 1.5000 07/01/98
07/01/98
331/600 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1226377 9.8750 405,000.00
100
CHUNG SUNG 9.8750 390,982.73
ZZ
10613 TANAGER LANE 9.6250 3,516.82
1
25.0000 3,516.82
75
POTOMAC MD 20854 24.7500 11/09/90
540,000.00
168279 .0000 01/01/91
00
1024603 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
200/663 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1226663 10.5000 240,000.00
100
CALDERON ALBERT 10.5000 233,145.27
ZZ
5715 ETIWANDA AVENUE, UNIT 10 9.9700 2,195.38
1
25.0000 2,195.38
80
TARZANA CA 91356 24.7500 12/18/90
300,000.00
487817209 .0000 02/01/91
00
19091875 .0000 01/01/21
0
0 1.5000 07/01/98
07/01/98
010/417 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1226712 10.6250 216,000.00
100
TRAN HON 10.6250 210,070.00
ZZ
1369 THISTLEWOOD COURT 10.1250 1,996.06
1
25.0000 1,996.06
90
SAN JOSE CA 95121 24.7500 01/23/91
240,000.00
320040652 .0000 03/01/91
04
7787 .0000 02/01/21
17
0 1.5000 07/01/98
07/01/98
473/600 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1226996 12.6250 84,000.00
100
HUERTA HILARIO 12.6250 82,317.34
ZZ
13561 GAIN STREET 10.8000 904.66
1
PACOIMA AREA 25.0000 904.66
63
LOS ANGELES CA 91331 24.7500 12/19/90
135,000.00
7005192 .0000 02/01/91
04
90321126 .0000 01/01/21
12
0 2.0000 07/01/98
07/01/98
453/584 1.5000 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1227104 10.5000 344,500.00
100
MC PHERSON SCOTT 10.5000 334,233.41
ZZ
11251 CAROL WAY 10.2500 3,151.28
1
25.0000 3,151.28
65
SANTA ANA CA 92705 24.7500 01/07/91
530,000.00
487817189 .0000 03/01/91
00
19090596 .0000 02/01/21
0
0 1.5000 07/01/98
07/01/98
010/417 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1227170 9.5500 202,100.00
100
RENKEL JAMES 9.5500 195,193.11
ZZ
3 S. 624 WEST AVENUE 9.3000 1,706.75
1
25.0000 1,706.75
90
WARRENVILLE IL 60555 24.7500 12/21/90
224,593.00
5707315 .0000 02/01/91
10
5707315 .0000 01/01/21
17
0 1.5000 12/01/97
12/01/97
169/169 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1227192 10.4700 305,000.00
100
FRANKLIN ROBERT 10.4700 296,267.05
ZZ
20 LOS COYOTES DRIVE 10.2200 2,783.12
1
25.0000 2,783.12
69
POMONA CA 91766 24.7500 01/04/91
445,000.00
320036064 .0000 03/01/91
00
6101847 .0000 02/01/21
0
0 1.5000 07/01/98
07/01/98
1
478/600 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1228536 10.5000 228,000.00
100
SAH JENNIE 10.5000 221,340.54
ZZ
256 HAMPSHIRE COURT 10.2200 2,085.61
1
25.0000 2,085.61
75
DALY CITY CA 94015 24.7500 11/19/90
304,000.00
7220 .0000 01/01/91
00
839092406 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
028/736 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1228572 10.2500 303,200.00
100
ROSS DANIEL 10.2500 293,913.52
ZZ
4 TOULON 10.0000 2,716.98
1
25.0000 2,716.98
80
LAGUNA NIGUEL CA 92677 24.7500 11/27/90
379,000.00
320040504 .0000 01/01/91
00
1326032 .0000 12/01/20
0
0 1.5000 07/01/98
07/01/98
637/600 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1230446 12.0000 84,500.00
100
HERNANDEZ EDWINA 12.0000 82,779.83
ZZ
1655, 1655 1/2 & 1657 11.3200 869.18
3
EXPOSITION BOULEVARD 25.0000 869.18
65
LOS ANGELES CA 90018 24.7500 02/04/91
130,000.00
1
7019276 .0000 04/01/91
04
91301069 .0000 03/01/21
12
0 2.0000 07/01/98
07/01/98
584/584 1.5000 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
N .0000
1231900 11.5000 165,000.00
100
DYER ESTILL 11.5000 160,926.11
ZZ
2108 POTRERO AVENUE 10.9200 1,633.98
1
25.0000 1,633.98
72
SOUTH EL MONTE CA 91733 24.7500 02/21/91
230,000.00
7004575 .0000 04/01/91
04
90102039 .0000 03/01/21
12
0 2.0000 07/01/98
07/01/98
584/584 1.5000 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1232900 12.3750 70,000.00
100
FLORES GEORGE 12.3750 68,580.24
ZZ
2638 OTHELLO AVENUE 10.5600 740.30
1
25.0000 740.30
43
SAN JOSE CA 95122 24.7500 03/08/91
166,000.00
7019425 .0000 05/01/91
00
91302844 .0000 04/01/21
0
0 2.0000 07/01/98
07/01/98
584/584 1.5000 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1233035 11.9900 85,000.00
100
PARAWAN VICTOR 11.9900 83,307.35
ZZ
1
1641 CENTRAL AVENUE 10.8500 873.67
1
25.0000 873.67
65
HOLLISTER CA 95023 24.7500 03/15/91
131,000.00
7019458 .0000 05/01/91
04
91303222 .0000 04/01/21
12
0 2.0000 07/01/98
07/01/98
584/584 1.5000 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1233607 10.3750 700,000.00
100
PETERSON GEORGE 10.3750 679,525.45
ZZ
22805 CHANNEL VIEW 9.6250 6,337.85
1
25.0000 6,337.85
70
LAGUNA NIGUEL CA 92677 24.7500 12/19/90
1,000,000.00
154231 .0000 02/01/91
00
154231 .0000 01/01/21
0
0 1.5000 07/01/98
07/01/98
052/670 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 4 00
00/00/00
.0000 03 0
00/00/00
O .0000
1233621 10.5000 258,000.00
100
WOLL SUSAN 10.5000 247,894.38
ZZ
1 BLACKTHORN LANE 9.6250 2,360.03
1
25.0000 2,360.03
75
WHITE PLAINS NY 10606 24.7500 11/01/90
344,500.00
143589 .0000 12/01/90
00
143589 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
052/670 1.2500 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1238064 9.8750 223,200.00
100
DIXON RICHARD 9.8750 214,642.05
ZZ
6824 SILASSIE COURT 9.6250 1,938.16
1
25.0000 1,938.16
80
LORTON VA 22079 24.7500 06/22/90
279,000.00
74442 .0000 08/01/90
00
1408216 .0000 07/01/20
0
0 1.5000 07/01/97
07/01/97
423/246 1.2500 08/01/97
08/01/97
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1248444 9.6250 65,000.00
100
LE BLANC ROSE 9.6250 63,078.28
ZZ
5229 MOUNT ROYAL DRIVE 9.3750 552.49
1
25.0000 552.49
20
LOS ANGELES CA 90041 24.7500 08/13/91
340,000.00
7233 .0000 10/01/91
00
839194106 .0000 09/01/21
0
0 1.5000 12/01/98
12/01/98
028/736 1.2500 01/01/99
01/01/99
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1248585 10.1250 82,400.00
100
JOHNSON GORDON 10.1250 80,200.94
ZZ
1104 COKER DRIVE 9.8750 730.75
1
25.0000 730.75
80
FLOWER MOUND TX 75028 24.7500 06/18/91
103,000.00
4084919 .0000 08/01/91
00
4084919 .0000 07/01/21
0
0 1.5000 07/01/98
07/01/98
324/324 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1253127 11.2500 581,000.00
100
STRANG RAYMOND 11.2500 567,292.19
ZZ
1290 MAGNOLIA AVENUE 9.3950 5,643.03
1
25.0000 5,643.03
68
ANNAPOLIS MD 21403 24.7500 02/08/91
856,000.00
165697 .0000 04/01/91
00
165697 .0000 03/01/21
0
0 1.5000 07/01/98
07/01/98
299/299 1.2500 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255026 9.7500 263,200.00
100
MAGENNIS CATHLEEN 9.7500 229,659.22
ZZ
MAIN STREET 9.5000 2,261.30
1
14.7500 2,261.30
80
WATERFORD VA 22190 14.5000 05/17/91
329,000.00
283339 .0000 07/01/91
00
283339 .0000 06/01/21
0
0 1.2500 06/01/98
06/01/98
987/987 1.0000 07/01/98
07/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255032 9.6250 269,000.00
100
TUCCI JOHN 9.6250 260,725.70
ZZ
686 MALIN ROAD 9.3750 2,286.47
1
14.6250 2,286.47
72
NEWTOWN SQUARE PA 19073 14.3750 04/30/91
375,000.00
285911 .0000 06/01/91
00
285911 .0000 05/01/21
0
0 1.2500 05/01/98
05/01/98
987/987 1.0000 06/01/98
06/01/98
45 .0000 .0000
.0000
A .0000 0
0
1
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255036 10.0000 216,050.00
100
BENDER RONALD 10.0000 209,861.19
ZZ
183 ORANGE BLOSSOM CIRCLE 9.7500 1,895.99
1
15.0000 1,895.99
75
FOLSOM CA 95630 14.7500 04/03/91
288,076.00
473597 .0000 06/01/91
00
473597 .0000 05/01/21
0
0 1.2500 05/01/98
05/01/98
987/987 1.0000 06/01/98
06/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255051 9.8750 202,450.00
100
BRATCHER HARRY 9.8750 196,926.62
ZZ
8902 HIGHGATE HILL DRIVE 9.6250 1,757.97
1
14.8750 1,757.97
90
CHESTERFIELD VA 23832 14.6250 07/11/91
224,950.00
500166 .0000 09/01/91
14
500166 .0000 08/01/21
17
0 1.2500 08/01/98
08/01/98
987/987 1.0000 09/01/98
09/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255077 10.2500 283,500.00
100
KALSON MICHAEL 10.2500 274,816.74
ZZ
7815 LANDOWNE DRIVE 10.0000 2,540.45
1
15.2500 2,540.45
90
ATLANTA GA 30360 .0000 11/15/90
315,000.00
946677 .0000 01/01/91
14
946677 .0000 12/01/20
20
0 1.2500 12/01/97
12/01/97
1
987/987 1.0000 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255093 9.7500 282,000.00
100
GUFFEY DON 9.7500 207,210.48
ZZ
2115 EAST LAKE ROAD 9.5000 2,422.80
1
14.7500 2,422.80
60
ATLANTA GA 30307 14.5000 03/11/91
470,000.00
978160 .0000 05/01/91
00
978160 .0000 04/01/21
0
0 1.2500 04/01/98
04/01/98
987/987 1.0000 05/01/98
05/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255097 9.8750 251,000.00
100
EMRICH JOHN 9.8750 243,461.67
ZZ
20 CARRIAGE HILL ROAD 9.6250 2,179.56
1
14.8750 2,179.56
90
NEW CASTLE NY 10562 14.6250 03/21/91
279,000.00
978950 .0000 05/01/91
14
978950 .0000 04/01/21
17
0 1.2500 04/01/98
04/01/98
987/987 1.0000 05/01/98
05/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255101 9.5000 238,000.00
100
CUSTER HOWARD 9.5000 230,065.74
ZZ
654 BUTTON BUSH TRAIL 9.2500 2,001.23
2
14.5000 2,001.23
75
ORANGE CA 92669 14.2500 03/07/91
318,000.00
1
982356 .0000 05/01/91
00
982356 .0000 04/01/21
0
0 1.2500 04/01/98
04/01/98
987/987 1.0000 05/01/98
05/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1255105 9.3750 350,000.00
100
PALERMO FRANCIS 9.3750 338,183.38
ZZ
203 JOHNSTONE COURT 9.1250 2,911.12
1
14.3750 2,911.12
71
DURHAM NC 27712 14.1250 02/28/91
498,500.00
983700 .0000 04/01/91
00
983700 .0000 03/01/21
0
0 1.2500 03/01/98
03/01/98
987/987 1.0000 04/01/98
04/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255110 9.8750 214,200.00
100
FONG ARTHUR 9.8750 207,726.25
ZZ
5717 ASHBROOK LANE 9.6250 1,860.00
1
14.8750 1,860.00
90
ORANGEVALE CA 95662 14.6250 03/08/91
238,000.00
984899 .0000 05/01/91
14
984899 .0000 04/01/21
20
0 1.2500 04/01/98
04/01/98
987/987 1.0000 05/01/98
05/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 09 0
00/00/00
O .0000
1255119 10.3750 220,000.00
100
CHINVEJAKITVANICH PRADIST 10.3750 213,709.09
ZZ
1
16219 S STONEGROVE LANE 10.1250 1,991.90
1
15.3750 1,991.90
64
CERRITOS CA 90701 15.1250 01/29/91
345,000.00
989210 .0000 03/01/91
00
989210 .0000 02/01/21
0
0 1.2500 02/01/98
02/01/98
987/987 1.0000 03/01/98
03/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 09 0
00/00/00
O .0000
1255128 9.3750 263,200.00
100
HOLLAND DENISE 9.3750 252,321.85
ZZ
8907 ELLSWORTH COURT 9.1250 2,189.17
1
14.3750 2,189.17
70
SILVER SPRING MD 20910 14.1250 04/29/91
377,140.00
993855 .0000 06/01/91
00
993855 .0000 05/01/21
0
0 1.2500 05/01/98
05/01/98
987/987 1.0000 06/01/98
06/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255135 9.6250 322,000.00
100
CRILLY PAUL 9.6250 311,625.79
ZZ
24342 DELTA DRIVE 9.3750 2,736.97
1
14.6250 2,736.97
70
DIAMOND BAR CA 91765 14.3750 02/20/91
460,000.00
995030 .0000 04/01/91
00
995030 .0000 03/01/21
0
0 1.2500 03/01/98
03/01/98
987/987 1.0000 04/01/98
04/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 P .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1255343 10.3750 780,000.00
100
VETTER ROBERT 10.3750 757,696.65
ZZ
105 SUNSET DRIVE 10.0000 7,062.18
1
25.0000 7,062.18
60
GREENSBORO NC 27408 24.6250 01/07/91
1,300,000.00
453944 .0000 03/01/91
00
453944 .0000 02/01/21
0
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255386 10.2500 216,000.00
100
REA FREDERICK 10.2500 209,237.20
ZZ
3002N 2ND STREET 9.8750 1,935.58
1
25.0000 1,935.58
90
ARLINGTON VA 22201 24.6250 10/09/90
240,000.00
548800 .0000 12/01/90
12
548800 .0000 11/01/20
17
0 1.5000 12/01/97
12/01/97
986/986 1.1250 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255443 9.7500 192,000.00
100
BOGAN RICHARD 9.7500 185,396.41
ZZ
5507 PRESTON FAIRWAY 9.3750 1,649.58
1
25.0000 1,649.58
80
DALLAS TX 75252 24.6250 10/15/90
242,500.00
725846 .0000 12/01/90
00
725846 .0000 11/01/20
0
0 1.5000 12/01/97
12/01/97
986/986 1.1250 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
1
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255447 10.0000 376,000.00
100
GRATLAND STEWART 10.0000 364,191.60
ZZ
11 MISTY GROVE CIRCLE 9.6250 3,299.67
1
25.0000 3,299.67
80
THE WOODLANDS TX 77380 24.6250 12/18/90
470,000.00
728733 .0000 02/01/91
00
728733 .0000 01/01/21
0
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255456 9.3750 200,000.00
100
ZOELLER LAWRENCE 9.3750 192,782.57
ZZ
1301 NIBLICK COURT 9.0000 1,663.50
1
25.0000 1,663.50
80
CHESAPEAKE VA 23320 24.6250 11/27/90
250,000.00
737171 .0000 01/01/91
00
737171 .0000 12/01/20
0
0 1.5000 12/01/97
12/01/97
986/986 1.1250 01/01/98
01/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255470 9.8750 256,500.00
100
WATSON ROBERT 9.8750 248,252.19
ZZ
14966 TRAFALGAR CT 9.5000 2,227.32
1
25.0000 2,227.32
90
ADDISON TX 75240 24.6250 12/11/90
285,000.00
745174 .0000 02/01/91
04
745174 .0000 01/01/21
17
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
1
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255508 9.7500 413,200.00
100
EVERSOLE JAMES 9.7500 399,898.75
ZZ
LOT 7 ROYAL POINTE 9.3750 3,550.03
1
25.0000 3,550.03
80
MOORESVILLE NC 28115 24.6250 01/31/91
516,520.00
761148 .0000 03/01/91
00
761148 .0000 02/01/21
0
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255509 9.6250 229,500.00
100
DLUGOSZ EDWARD 9.6250 222,605.57
ZZ
6114 TALAVERA COURT 9.2500 1,950.73
1
25.0000 1,950.73
90
ALEXANDRIA VA 22310 24.6250 05/03/91
255,000.00
761874 .0000 07/01/91
12
761874 .0000 06/01/21
17
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255525 10.0000 297,650.00
100
HARRIS MARK 10.0000 289,113.50
ZZ
12738 KNIGHTSBRIDGE D 9.6250 2,612.10
1
25.0000 2,612.10
90
WOODBRIDGE VA 22192 24.6250 04/26/91
330,750.00
769091 .0000 06/01/91
12
769091 .0000 05/01/21
17
0 1.5000 07/01/98
07/01/98
1
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255623 9.5000 342,000.00
100
LEE WILLIAM 9.5000 236,314.62
ZZ
8047 CROSSGATE CT S 9.1250 2,875.72
1
25.0000 2,875.72
43
DUBLIN OH 43017 24.6250 03/06/91
810,000.00
7088461 .0000 05/01/91
00
7088461 .0000 04/01/21
0
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255630 9.5000 283,500.00
100
PINEDA CESAR 9.5000 269,314.95
ZZ
5418 WILLOW VALLEY ROAD 9.1250 2,383.82
1
25.0000 2,383.82
75
CLIFTON VA 22024 24.6250 12/27/90
378,003.00
7097009 .0000 02/01/91
00
7097009 .0000 01/01/21
0
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255636 9.7500 354,200.00
100
NICOTRA ALFIO 9.7500 339,966.81
ZZ
8070 SAVAGE GUILFORD RD 9.3750 3,043.13
1
25.0000 3,043.13
70
JESSUP MD 20794 24.6250 01/30/91
506,000.00
1
7107055 .0000 04/01/91
00
7107055 .0000 03/01/21
0
0 1.5000 07/01/98
07/01/98
986/986 1.1250 08/01/98
08/01/98
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1255641 9.2500 265,000.00
100
FULLERTON ANTHONY 9.2500 256,677.14
ZZ
43235 BROWNSTONE CT 8.8750 2,180.09
1
25.0000 2,180.09
69
ASHBURN VA 22011 24.6250 07/17/91
388,563.00
7115116 .0000 09/01/91
00
7115116 .0000 08/01/21
0
0 1.5000 12/01/98
12/01/98
986/986 1.1250 01/01/99
01/01/99
45 .0000 .0000
.0000
A .0000 0
0
360 F .0000
.0000
.0000 S N
.1250
.0000 S N
.1250
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
TOTAL NUMBER OF LOANS : 159
TOTAL ORIGINAL BALANCE : 44,927,290.00
TOTAL PRINCIPAL BALANCE : 43,293,170.80
TOTAL ORIGINAL P+I : 411,626.88
TOTAL CURRENT P+I : 411,626.88
***************************
* END OF REPORT *
***************************
RUN ON : 09/24/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 11.16.18 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RASC 1995-KS3 II
CUTOFF : 09/01/95
POOL : 0004182
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
ORIG RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
1199107 .2500
343,184.53 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1199920 .2500
285,392.98 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1200003 .5300
250,037.06 .0500
11.0000 .0000
10.4700 .0000
8.0000 2.4200
8.0000 .0000
1200278 .2500
298,763.29 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1200332 .4350
250,145.61 .0500
10.8750 .0000
10.4400 .0000
8.0000 2.3900
8.0000 .0000
1200333 .2500
187,288.75 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1
1200413 .3750
183,705.04 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1200649 .5800
252,067.06 .0500
11.0000 .0000
10.4200 .0000
8.0000 2.3700
8.0000 .0000
1200653 .2850
362,908.25 .0500
10.8750 .0000
10.5900 .0000
8.0000 2.5400
8.0000 .0000
1200810 .3750
220,532.72 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1200881 .6100
254,452.98 .0500
11.2500 .0000
10.6400 .0000
8.0000 2.5900
8.0000 .0000
1200997 .2500
251,188.38 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1201099 .4950
228,592.35 .0500
11.1250 .0000
10.6300 .0000
8.0000 2.5800
8.0000 .0000
1201100 .3750
209,034.58 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1
1201280 .2500
337,892.13 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1201282 .3750
197,265.03 .0500
10.7500 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1201366 .2750
232,260.96 .0500
10.8750 .0000
10.6000 .0000
8.0000 2.5500
8.0000 .0000
1201372 .3750
241,525.03 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1201734 .2500
196,102.93 .0500
10.8750 .0000
10.6250 .0000
8.0000 2.5750
8.0000 .0000
1201771 .2500
363,587.73 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1201810 .2950
191,518.79 .0500
10.8750 .0000
10.5800 .0000
8.0000 2.5300
8.0000 .0000
1201962 .2500
211,929.26 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1
1202925 .5000
213,620.77 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1202927 .2500
207,068.11 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1203068 .3750
289,263.28 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1203123 .2500
499,875.88 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1203219 .2500
249,471.47 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1203235 .2500
290,268.19 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1203248 .7500
565,332.95 .0500
10.8750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1203368 .2500
433,459.69 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1
1203918 .2500
199,157.66 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1204133 1.5000
253,829.46 .0500
11.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1204246 .3800
363,461.08 .0500
10.7500 .0000
10.3700 .0000
8.0000 2.3200
8.0000 .0000
1204340 .2500
349,817.45 .0500
10.8750 .0000
10.6250 .0000
8.0000 2.5750
8.0000 .0000
1204381 1.2500
510,538.41 .0500
11.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1204418 .2500
281,211.25 .0500
10.8750 .0000
10.6250 .0000
8.0000 2.5750
8.0000 .0000
1204443 .2500
289,069.10 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1204480 .2500
581,381.69 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1
1206039 .2500
267,021.92 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1206217 .2500
196,250.57 .0500
11.0000 .0000
10.7500 .0000
8.0000 2.7000
8.0000 .0000
1206382 .8750
229,259.21 .0500
11.0000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1206385 .2500
279,500.88 .0500
11.1250 .0000
10.8750 .0000
8.0000 2.8250
8.0000 .0000
1206404 1.2500
691,431.44 .0500
10.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1206495 .4700
211,525.88 .0500
11.5000 .0000
11.0300 .0000
8.0000 2.9800
8.0000 .0000
1206498 .4700
235,402.42 .0500
11.5000 .0000
11.0300 .0000
8.0000 2.9800
8.0000 .0000
1206516 .2500
327,055.65 .0500
10.8750 .0000
10.6250 .0000
8.0000 2.5750
8.0000 .0000
1
1206518 .2500
211,867.21 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1206559 .3750
247,284.96 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1206574 .3750
226,388.14 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1206747 .2500
224,164.01 .0500
11.0000 .0000
10.7500 .0000
8.0000 2.7000
8.0000 .0000
1207184 .2500
191,403.88 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1207306 .3550
291,797.56 .0500
10.8750 .0000
10.5200 .0000
8.0000 2.4700
8.0000 .0000
1207392 .2500
264,339.12 .0500
10.8750 .0000
10.6250 .0000
8.0000 2.5750
8.0000 .0000
1207472 .2500
247,218.49 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1
1207685 .3750
268,563.67 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1207707 .3750
307,183.56 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1208270 .1250
262,726.79 .0500
10.2500 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1208346 .2500
217,980.42 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1208408 .5000
194,786.26 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1209665 .2500
191,677.94 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1209731 .3750
579,878.98 .0500
10.0000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1209736 .2500
53,727.35 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1
1209773 .2500
206,682.91 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1209886 1.0000
243,989.50 .0500
11.1250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1209960 .6250
212,886.24 .0500
10.7500 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1211312 .5000
217,688.56 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1212304 .2500
232,337.02 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1212312 .2500
270,932.50 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1212890 .2500
198,188.75 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1213038 .2500
316,179.67 .0500
11.0000 .0000
10.7500 .0000
8.0000 2.7000
8.0000 .0000
1
1213110 .2500
323,782.44 .0500
10.2500 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1213501 .5000
180,286.23 .0500
12.0000 .0000
11.5000 .0000
8.0000 3.4500
8.0000 .0000
1213571 .2500
285,985.85 .0500
10.8750 .0000
10.6250 .0000
8.0000 2.5750
8.0000 .0000
1213595 1.1250
299,473.89 .0500
10.7500 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1213645 .2500
231,062.31 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1213832 .3750
364,275.11 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1213841 .5000
162,387.97 .0500
12.2500 .0000
11.7500 .0000
8.0000 3.7000
8.0000 .0000
1213995 .2500
277,461.50 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1
1214131 .2500
220,651.03 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1214427 .2500
253,009.09 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1214509 .3750
287,164.28 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1214544 .5000
281,825.27 .0500
10.8750 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1214569 .3750
386,296.96 .0500
10.0000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1214735 .2500
242,724.91 .0500
10.7500 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1215329 .3200
243,230.53 .0500
10.7500 .0000
10.4300 .0000
8.0000 2.3800
8.0000 .0000
1215350 .2500
250,470.42 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1
1215571 .5000
496,215.82 .0500
10.1250 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1215633 .5000
96,090.96 .0500
11.7500 .0000
11.2500 .0000
8.0000 3.2000
8.0000 .0000
1215827 .3750
228,467.95 .0500
10.8750 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1215893 .5000
266,997.33 .0500
10.7500 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1217681 .3100
222,232.54 .0500
10.7500 .0000
10.4400 .0000
8.0000 2.3900
8.0000 .0000
1217702 .2500
218,656.50 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1217799 .3000
280,709.82 .0500
10.7500 .0000
10.4500 .0000
8.0000 2.4000
8.0000 .0000
1217925 .5000
218,582.37 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1
1218068 .2500
238,006.38 .0500
10.6200 .0000
10.3700 .0000
8.0000 2.3200
8.0000 .0000
1218116 .3650
369,208.31 .0500
10.7450 .0000
10.3800 .0000
8.0000 2.3300
8.0000 .0000
1218207 .3750
273,035.37 .0500
10.5000 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1218215 .2500
206,664.01 .0500
10.5200 .0000
10.2700 .0000
8.0000 2.2200
8.0000 .0000
1218241 .5000
341,961.77 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1218323 .2500
228,873.08 .0500
10.6950 .0000
10.4450 .0000
8.0000 2.3950
8.0000 .0000
1218335 .2500
195,184.96 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1218344 .6050
189,056.94 .0500
11.7500 .0000
11.1450 .0000
8.0000 3.0950
8.0000 .0000
1
1218351 .3750
262,482.06 .0500
10.7500 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1218353 .1250
186,152.75 .0500
10.6250 .0000
10.5000 .0000
8.0000 2.4500
8.0000 .0000
1218382 .1250
239,438.31 .0500
9.8750 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1218544 .2500
306,003.60 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1219154 .2500
239,726.93 .0500
10.6250 .0000
10.3750 .0000
8.0000 2.3250
8.0000 .0000
1219156 .5000
198,489.33 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1219242 .2500
351,415.13 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1219375 .5000
241,781.19 .0500
9.8750 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1
1223270 .2500
505,482.97 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1223374 .2500
486,030.06 .0500
10.7320 .0000
10.4820 .0000
8.0000 2.4320
8.0000 .0000
1223431 .2500
580,707.82 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1226357 .3750
238,473.94 .0500
9.7500 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1226377 .2500
390,982.73 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1226663 .5300
233,145.27 .0500
10.5000 .0000
9.9700 .0000
8.0000 1.9200
8.0000 .0000
1226712 .5000
210,070.00 .0500
10.6250 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1226996 1.8250
82,317.34 .0500
12.6250 .0000
10.8000 .0000
8.0000 2.7500
8.0000 .0000
1
1227104 .2500
334,233.41 .0500
10.5000 .0000
10.2500 .0000
8.0000 2.2000
8.0000 .0000
1227170 .2500
195,193.11 .0500
9.5500 .0000
9.3000 .0000
8.0000 1.2500
8.0000 .0000
1227192 .2500
296,267.05 .0500
10.4700 .0000
10.2200 .0000
8.0000 2.1700
8.0000 .0000
1228536 .2800
221,340.54 .0500
10.5000 .0000
10.2200 .0000
8.0000 2.1700
8.0000 .0000
1228572 .2500
293,913.52 .0500
10.2500 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1230446 .6800
82,779.83 .0500
12.0000 .0000
11.3200 .0000
8.0000 3.2700
8.0000 .0000
1231900 .5800
160,926.11 .0500
11.5000 .0000
10.9200 .0000
8.0000 2.8700
8.0000 .0000
1232900 1.8150
68,580.24 .0500
12.3750 .0000
10.5600 .0000
8.0000 2.5100
8.0000 .0000
1
1233035 1.1400
83,307.35 .0500
11.9900 .0000
10.8500 .0000
8.0000 2.8000
8.0000 .0000
1233607 .7500
679,525.45 .0500
10.3750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1233621 .8750
247,894.38 .0500
10.5000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1238064 .2500
214,642.05 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1248444 .2500
63,078.28 .0500
9.6250 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1248585 .2500
80,200.94 .0500
10.1250 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1253127 1.8550
567,292.19 .0500
11.2500 .0000
9.3950 .0000
8.0000 1.3450
8.0000 .0000
1255026 .2500
229,659.22 .0500
9.7500 .0000
9.5000 .0000
8.0000 1.4500
8.0000 .0000
1
1255032 .2500
260,725.70 .0500
9.6250 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1255036 .2500
209,861.19 .0500
10.0000 .0000
9.7500 .0000
8.0000 1.7000
8.0000 .0000
1255051 .2500
196,926.62 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1255077 .2500
274,816.74 .0500
10.2500 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1255093 .2500
207,210.48 .0500
9.7500 .0000
9.5000 .0000
8.0000 1.4500
8.0000 .0000
1255097 .2500
243,461.67 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1255101 .2500
230,065.74 .0500
9.5000 .0000
9.2500 .0000
8.0000 1.2000
8.0000 .0000
1255105 .2500
338,183.38 .0500
9.3750 .0000
9.1250 .0000
8.0000 1.0750
8.0000 .0000
1
1255110 .2500
207,726.25 .0500
9.8750 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1255119 .2500
213,709.09 .0500
10.3750 .0000
10.1250 .0000
8.0000 2.0750
8.0000 .0000
1255128 .2500
252,321.85 .0500
9.3750 .0000
9.1250 .0000
8.0000 1.0750
8.0000 .0000
1255135 .2500
311,625.79 .0500
9.6250 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1255343 .3750
757,696.65 .0500
10.3750 .0000
10.0000 .0000
8.0000 1.9500
8.0000 .0000
1255386 .3750
209,237.20 .0500
10.2500 .0000
9.8750 .0000
8.0000 1.8250
8.0000 .0000
1255443 .3750
185,396.41 .0500
9.7500 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1255447 .3750
364,191.60 .0500
10.0000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1
1255456 .3750
192,782.57 .0500
9.3750 .0000
9.0000 .0000
8.0000 .9500
8.0000 .0000
1255470 .3750
248,252.19 .0500
9.8750 .0000
9.5000 .0000
8.0000 1.4500
8.0000 .0000
1255508 .3750
399,898.75 .0500
9.7500 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1255509 .3750
222,605.57 .0500
9.6250 .0000
9.2500 .0000
8.0000 1.2000
8.0000 .0000
1255525 .3750
289,113.50 .0500
10.0000 .0000
9.6250 .0000
8.0000 1.5750
8.0000 .0000
1255623 .3750
236,314.62 .0500
9.5000 .0000
9.1250 .0000
8.0000 1.0750
8.0000 .0000
1255630 .3750
269,314.95 .0500
9.5000 .0000
9.1250 .0000
8.0000 1.0750
8.0000 .0000
1255636 .3750
339,966.81 .0500
9.7500 .0000
9.3750 .0000
8.0000 1.3250
8.0000 .0000
1
1255641 .3750
256,677.14 .0500
9.2500 .0000
8.8750 .0000
8.0000 .8250
8.0000 .0000
TOTAL NUMBER OF LOANS: 159
TOTAL BALANCE........: 43,293,170.80
1
RUN ON : 09/24/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 11.16.18 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RASC 1995-KS3 II FIXED SUMMARY REPORT
CUTOFF : 09/01/95
POOL : 0004182
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 10.5213 9.2500
12.6250
RFC NET RATE 10.1115 8.8750
11.7500
NET MTG RATE(INVSTR RATE) 8.0000 8.0000
8.0000
POST STRIP RATE 8.0000 8.0000
8.0000
SUB SERV FEE .4098 .1250
1.8550
MSTR SERV FEE .0500 .0500
.0500
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD 2.0615 .8250
3.7000
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 159
TOTAL BALANCE........: 43,293,170.80
***************************
* END OF REPORT *
***************************
EXHIBIT G
[FORM OF SELLER/SERVICER CONTRACT]
This Seller/Servicer Contract (as may be amended,
supplemented
or otherwise modified from time to time, this "Contract") is made
this _________ day of _______, 19____, by and between Residential
Funding Corporation, its successors and assigns ("Residential
Funding") and _____________________ (the "Seller/Servicer," and,
together with Residential Funding, the "parties" and each,
individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to,
and/or
service Loans for, Residential Funding, and Residential Funding
desires to purchase Loans from the Seller/Servicer and/or have
the
Seller/Servicer service various of its Loans, pursuant to the
terms
of this Contract and the Residential Funding Seller and Servicer
Guides incorporated herein by reference, as amended, supplemented
or
otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the
terms, conditions and agreements set forth below, the parties
agree
as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and
read
the Guides. All provisions of the Guides are incorporated by
reference into and made a part of this Contract, and shall be
binding upon the parties; provided, however, that the
Seller/Servicer shall be entitled to sell Loans to and/or service
Loans for Residential Funding only if and for so long as it shall
have been authorized to do so by Residential Funding in writing;
provided, further that if the Seller/Servicer does not service
Loans
for Residential Funding, the provisions of the Residential
Funding
Servicer Guide shall be inapplicable, and if the Seller/Servicer
does not sell Loans to Residential Funding, the provisions of the
Residential Funding Seller Guide shall be inapplicable, in each
case
until such time as the Seller/Servicer does service Loans for or,
as
appropriate, does sell Loans to Residential Funding. Specific
reference in this Contract to particular provisions of the Guides
and not to other provisions does not mean that those provisions
of
the Guides not specifically cited in this Contract are not
applicable. All terms used herein shall have the same meanings
as
such terms have in the Guides, unless the context clearly
requires
otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no
provision of this Contract may be waived or amended except in
writing signed by the party against whom enforcement is sought.
Such a written waiver or amendment must expressly reference this
Contract. However, by their terms, the Guides may be amended or
supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties
hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each
represents and warrants to the other that as of the date of this
Contract:
(1) Each party is duly organized, validly existing,
and in good standing under the laws of its
jurisdiction of organization, is qualified, if
necessary, to do business 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.
(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, nor any basis therefor
known to either party, that questions 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 no such obligation adversely
affects its capacity to fulfill any of its
promises or duties under this Contract. Its
execution of, and performance pursuant to, this
Contract will not result in a violation of any of
the foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and
covenants made by the Seller/Servicer pursuant to
subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties
and covenants set forth in the Guides and, upon
request,
agrees to deliver to Residential Funding the certified
Resolution of Board of Directors which authorizes the
execution and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default, or an Event of Servicer
Default
shall occur, Residential Funding may, at its option, exercise one
or
more of those remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is
acting as an agent of Residential Funding. The Seller/Servicer
shall, at all times, act as an independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all
prior Seller Contracts or Servicer Contracts between the parties
except that any subservicing agreement executed by the
Seller/Servicer in connection with any loan-security exchange
transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole
or
in part, by the Seller/Servicer without the prior written consent
of
Residential Funding. Residential Funding may sell, assign,
convey,
hypothecate, pledge or in any other way transfer, in whole or in
part, without restriction, its rights under this Contract and the
Guides with respect to any Commitment or Loan. Unless
Residential
Funding specifies otherwise, any such sale, assignment,
conveyance,
hypothecation, pledge or transfer shall be effective upon written
notice by Residential Funding to the Seller/Servicer.
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 certified mail, return
receipt requested, postage prepaid, to the addresses below.
However, another name or address or both may be substituted by
the
Seller/Servicer pursuant to the requirements of this paragraph 8,
or
by Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notice must be sent to the appropriate
address specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
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 section headings
contained herein are for convenience only and shall not be
construed
as part of this Contract. Any provision of this Contract that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions
hereof
or affecting the validity or enforceability of such provision in
any
other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and
enforced in accordance with, applicable federal laws and the laws
of
the State of Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this
Seller/Servicer Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(If none, so state.)
(Name of
Seller/Servicer)
By:
(Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By:
(Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage
Loans
held by you for the referenced pool, we request the release of
the
Mortgage Loan File described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request (circle one): Mortgage Loan
Prepaid in
Full
Mortgage Loan in Foreclosure
"We hereby certify that such release will not invalidate any
insurance coverage provided in respect of the Mortgage Loan
pursuant
to 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 Date
Title
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 1995-KS3 Class R (the "Owner")), a [savings
institution] [corporation] duly organized and existing under the
laws of [the State of ] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986,
as amended (the "Code"), (ii) will endeavor to remain other than
a
disqualified organization for so long as it retains its ownership
interest in the Class R Certificates, and (iii) is acquiring the
Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and
agreement
in substantially the same form as this affidavit and agreement.
(For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such
governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax
unless such organization is subject to the tax on unrelated
business
taxable income).
3. That the Owner is aware (i) of the tax that would
be
imposed on transfers of Class R Certificates to disqualified
organizations under the Code, that applies to all transfers of
Class
R Certificates after March 31, 1988; (ii) that such tax would be
on
the transferor, or, if such transfer is through an agent (which
person includes a broker, nominee or middleman) for a
disqualified
organization, on the agent; (iii) that the person otherwise
liable
for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the
transferee
is not a disqualified organization and, at the time of transfer,
such person does not have actual knowledge that the affidavit is
false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes
due
with respect to the income on such residual interest, unless no
significant purpose of the transfer was to impede the assessment
or
collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time
during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common
trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not
register the transfer of any Class R Certificates unless the
transferee, or the transferee's agent, delivers to it an
affidavit
and agreement, among other things, in substantially the same form
as
this affidavit and agreement. The Owner expressly agrees that it
will not consummate any such transfer if it knows or believes
that
any of the representations contained in such affidavit and
agreement
are false.
6. That the Owner has reviewed the restrictions set
forth on the face of the Class R Certificates and the provisions
of
Section 5.02(f) of the Pooling and Servicing Agreement under
which
the Class R Certificates were issued (in particular, clause
(iii)(A)
and (iii)(B) of Section 5.02(f) which authorize the Trustee to
deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner
expressly
agrees to be bound by and to comply with such restrictions and
provisions.
7. That the Owner consents to any additional
restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to
ensure
that the Class R Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is
.
9. This affidavit and agreement relates only to the
Class R Certificates held by the Owner and not to any other
holder
of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R
Certificates.
10. That no purpose of the Owner relating to the
transfer of any of the Class R Certificates by the Owner is or
will
be to impede the assessment or collection of any tax.
11. That the Owner has no present knowledge or
expectation that it will be unable to pay any United States taxes
owed by it so long as any of the Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the
benefit
of the person from whom it acquired the Class R Certificate that
the
Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by
the
Class R Certificate.
12. That the Owner has no present knowledge or
expectation that it will become insolvent or subject to a
bankruptcy
proceeding for so long as any of the Class R Certificates remain
outstanding.
13. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includable in gross
income
for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the
United
States.
IN WITNESS WHEREOF, the Owner has caused this
instrument
to be executed on its behalf, pursuant to the authority of its
Board
of Directors, by its [Title of Officer] and its corporate seal to
be
hereunto attached, attested by its [Assistant] Secretary, this
day of , 19__.
[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
,
19__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the day
of , 19 .
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, NY 10006
Re: Mortgage Pass-Through Certificates,
Series 1995-KS3, 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 1995-KS3, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of September 1, 1995, among Residential Asset Securities
Corporation, 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 F-1. The Seller does not know or believe
that
any representation contained therein is false.
3. The Seller, at the time of the transfer, has conducted
a reasonable investigation of the financial condition of the
Purchaser as contemplated by Treasury Regulations Section 1.860E-
1(c)(4)(i) and, as a result of that investigation, the Seller has
determined that the Purchaser has historically paid its debts as
they become due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they
become
due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income
tax purposes (and the Seller may continue to be liable for United
States income taxes associated therewith) unless the Seller has
conducted such an investigation.
4. The Seller has no actual knowledge that the proposed
Transferee is not both a United States Person and a Permitted
Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
, 19
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, NY 10006
Re: Mortgage Pass-Through Certificates,
Series 1995-KS3, Class
Ladies and Gentlemen:
(the "Purchaser") intends to
purchase from (the "Seller") $
Initial
Certificate Principal Balance of Mortgage Pass-Through
Certificates,
Series 1995-KS3, Class (the "Certificates"), issued pursuant
to
the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of September 1, 1995 among Residential
Asset
Securities Corporation, as seller (the "Company"), Residential
Funding Corporation, as master servicer, and Bankers Trust
Company,
as trustee (the "Trustee"). All terms used herein and not
otherwise
defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents
and
warrants to, and covenants with, the Company and the Trustee
that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered
or
qualified under the Securities Act of 1933, as amended
(the "Act") or any state securities law, (b) the
Company
is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only
if
registered and qualified pursuant to the provisions of
the Act or any state securities law, or if an exemption
from such registration and qualification is available,
(d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the
foregoing effect.
2. The Purchaser is acquiring the Certificates
for its own account for investment only and not with a
view to or for sale in connection with any distribution
thereof in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters related to
securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of
investment
in the Certificates, (b) able to bear the economic
risks
of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant
to the Act.
4. The Purchaser has been furnished with, and
has had an opportunity to review (a) [a copy of the
Private Placement Memorandum, dated , 19 ,
relating
to the Certificates, (b)] a copy of the Pooling and
Servicing Agreement and [(b)] [(c)] such other
information concerning the Certificates, the Mortgage
Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is
relevant
to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions
arising from such review answered by the Company or the
Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the
Seller in connection with the initial distribution of
the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating
to the original sale (the "Original Sale") of the
Certificates by the Company, the Purchaser acknowledges
that such Memorandum was provided to it by the Seller,
that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the
Company did not participate in or facilitate in any way
the purchase of the Certificates by the Purchaser from
the Seller, and the Purchaser agrees that it will look
solely to the Seller and not to the Company with
respect
to any damage, liability, claim or expense arising out
of, resulting from or in connection with (a) error or
omission, or alleged error or omission, contained in
the
Memorandum, or (b) any information, development or
event
arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a)
offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any
other similar security to any person in any manner, (b)
solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar
security from any person in any manner, (c) otherwise
approach or negotiate with respect to any Certificate,
any interest in any Certificate or any other similar
security with any person in any manner, (d) make any
general solicitation by means of general advertising or
in any other manner or (e) take any other action, that
(as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not
sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling
and Servicing Agreement.
6. The Purchaser is not an employee benefit plan
or other plan subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986 (the "Code"),
nor a Person acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of
any such plan, and understands that registration of
transfer of any Certificate to any such plan, or to any
Person acting on behalf of or purchasing any
Certificate
with "plan assets" of any such plan, will not be made
unless plan or Person delivers an opinion of its
counsel, addressed and satisfactory to the Trustee, the
Company and the Master Servicer, to the effect that the
purchase and holding of a Certificate by, on behalf of
or with "plan assets" of any such plan is permissible
under applicable law, would not constitute or result in
a non-exempt prohibited transaction under Section 406
of
ERISA or Section 4975 of the Code, and would not
subject
the Company, the Master Servicer or the Trustee to any
obligation or liability (including liabilities under
Section 406 of ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and
Servicing Agreement or any other liability.
7. The Purchaser is not a non-United States
person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, NY 10006
Attention: Residential Funding Corporation Series 1995-KS3
Re: Mortgage Pass-Through Certificates,
Series 1995-KS3, Class
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 1995-KS3, Class (the "Certificates"),
issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of September 1, 1995 among
Residential Asset Securities Corporation, as seller (the
"Company"),
Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred
any
Certificate, any interest in any Certificate or any other similar
security to any person in any manner, (b) has solicited any offer
to
buy or to accept a pledge, disposition or other transfer of any
Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise
approached
or negotiated with respect to any Certificate, any interest in
any
Certificate or any other similar security with any person in any
manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other
action, that (as to any of (a) through (e) above) would
constitute
a distribution of the Certificates under the Securities Act of
1933
(the "Act"), that would render the disposition of any Certificate
a
violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant
thereto.
The Seller will not act, in any manner set forth in the foregoing
sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates,
except
in compliance with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT 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
September 1, 1995 among Residential Funding Corporation as Master
Servicer, Residential Asset Securities Corporation as depositor
pursuant to Section 5.02 of the Agreement and Bankers Trust
Company,
as trustee, as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or
the
securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and
experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the
Rule
144A Securities or any other similar security to, or
solicited
any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or
any other similar security with, any person in any manner,
or
made any general solicitation by means of general
advertising
or in any other manner, or taken any other action, that
would
constitute a distribution of the Rule 144A Securities under
the 1933 Act or that would render the disposition of the
Rule
144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in
such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer"
as that term is defined in Rule 144A under the 1933 Act and
has completed either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance on Rule
144A. The Buyer is acquiring the Rule 144A Securities for
its
own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person
reasonably
believed to be a qualified institutional buyer that
purchases
for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A,
or
(ii) pursuant to another exemption from registration under
the
1933 Act.
[3. The Buyer warrants and represents to, and
covenants
with, the Seller, the Master Servicer and the Company that either
(1) the Buyer (A) is not an employee benefit plan (within the
meaning of Section 3(3) of the Employee Retirement Income
Security
Act of 1974, as amended ("ERISA")) which is subject to ERISA (a
"Plan"), or a plan (within the meaning of Section 4975(e)(1) of
the
Internal Revenue Code of 1986 (the "Code")) which is subject to
Section 4975 of the Code (also a "Plan"), and (B) is not directly
or
indirectly purchasing the Rule 144A Securities on behalf of, as
investment manager of, as named fiduciary of, as trustee of, or
with
"plan assets" of a Plan, or (2) the Buyer understands that
registration of transfer of any Rule 144A Securities to any Plan,
or
to any Person acting on behalf of or purchasing the Rule 144A
Securities with "plan assets" of any Plan, will not be made
unless
such Plan or Person delivers an opinion of its counsel, addressed
and satisfactory to the Trustee, the Company and the Master
Servicer, to the effect that the purchase and holding of the Rule
144A Securities by, on behalf of or with "plan assets" of any
Plan
would not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code,
and would not subject the Company, the Master Servicer or the
Trustee to any obligation or liability (including liabilities
under
Section 406 of ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement or any
other
liability.
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to
be
an original; such counterparts, together, shall constitute one
and
the same document.
IN WITNESS WHEREOF, each of the parties has executed
this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in
connection
with the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer
is
a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933 ("Rule 144A") because (i)
the
Buyer owned and/or invested on a discretionary basis
$______________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with
Rule 144A) and (ii) the Buyer satisfies the criteria in the
category
marked below.
___ Corporation, etc. The Buyer is a corporation (other
than
a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking
commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at
least
$25,000,000 as demonstrated in its latest annual
financial
statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution,
which
is supervised and examined by a State or Federal
authority
having supervision over any such institutions or is a
foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial
statements.
___ Broker-Dealer. The Buyer is a dealer registered
pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose
primary and predominant business activity is the writing
of
insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision
by
the insurance commissioner or a similar official or
agency
of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established
and
maintained by a State, its political subdivisions, or
any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan
within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act
of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the
Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is
a
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions,
for the benefit of its employees, or (b) employee
benefit
plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a
trust
fund that includes as participants individual retirement
accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include
(i) securities of issuers that are affiliated with the Buyer,
(ii)
securities that are part of an unsold allotment to or
subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes
and
certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer
and
did not include any of the securities referred to in the
preceding
paragraph. Further, in determining such aggregate amount, the
Buyer
may have included securities owned by subsidiaries of the Buyer,
but only if such subsidiaries are consolidated with the Buyer in
its
financial statements prepared in accordance with generally
accepted
accounting principles and if the investments of such subsidiaries
are managed under the Buyer's direction. However, such
securities
were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule
144A and understands that the seller to it and other parties
related
to the Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may
be
in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question is "no",
the
Buyer agrees that, in connection with any purchase of securities
sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A.
In
addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a
current
representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this
certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of
this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in
connection with the Rule 144A Investment Representation to which
this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of
the
Buyer or, if the Buyer is a "qualified institutional buyer" as
that
term is defined in Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is
a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under
the
Investment Company Act of 1940, and (ii) as marked below, the
Buyer
alone, or the Buyer's Family of Investment Companies, owned at
least
$100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent
fiscal
year. For purposes of determining the amount of securities owned
by
the Buyer or the Buyer's Family of Investment Companies, the
cost
of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance
with Rule 144A).
3. The term "Family of Investment Companies" as used
herein means two or more registered investment companies (or
series
thereof) that have the same investment adviser or investment
advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser
is
a majority owned subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the
Buyer
or are part of the Buyer's Family of Investment Companies, (ii)
bank
deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned
but
subject to a repurchase agreement and (vi) currency, interest
rate
and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this certification
is
made are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer will be in reliance
on
Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to
which this certification is made of any changes in the
information
and conclusions herein. Until such notice, the Buyer's purchase
of
Rule 144A Securities will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject to subsection (c) below, prior to
the
later of the third Business Day prior to each Distribution Date
or
the related Determination Date, the Master Servicer shall
determine
whether it or any Subservicer will be entitled to any
reimbursement
pursuant to Section 4.02(a) on such Distribution Date for
Advances
or Subservicer Advances previously made, (which will not be
Advances
or Subservicer Advances that were made with respect to
delinquencies
which were subsequently determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses) and, if so, the Master Servicer shall
demand
payment from Residential Funding of an amount equal to the amount
of
any Advances or Subservicer Advances reimbursed pursuant to
Section
4.02(a), to the extent such Advances or Subservicer Advances have
not been included in the amount of the Realized Loss in the
related
Mortgage Loan, and shall distribute the same to the Class R
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 R
Certificates
on such Distribution Date pursuant to Section 4.05, and, if so,
the
Master Servicer shall demand payment from Residential Funding of
the
amount of such Realized Loss and shall distribute the same to the
Class R Certificateholders in the same manner as if such amount
were
to be distributed pursuant to Section 4.02(a); provided, however,
that the amount of such demand in respect of any Distribution
Date
shall in no event be greater than the sum of (i) the additional
amount of Accrued Certificate Interest that would have been paid
for
the Class R Certificateholders on such Distribution Date had such
Realized Loss or Losses not occurred plus (ii) the amount of the
reduction in the Certificate Principal Balances of the Class R
Certificates on such Distribution Date due to such Realized Loss
or
Losses. Notwithstanding such payment, such Realized Losses shall
be
deemed to have been borne by the Certificateholders for purposes
of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses allocated to
the
Class R Certificates will not be covered by the Subordinate
Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section
shall be made prior to the later of the third Business Day prior
to
each Distribution Date or the related Determination Date by the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections
(a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection
(d)
and (Y) the then outstanding Certificate Principal Balances of
the
Class R Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as
described in this Section are referred to herein as the
"Subordinate
Certificate Loss Obligation."
(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 R
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 an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the
effect
that obtaining such substitute corporate guaranty, irrevocable
letter of credit, surety bond, insurance policy or similar
instrument or reserve fund will not cause either (a) any federal
tax
to be imposed on the Trust Fund, including without limitation,
any
federal tax imposed on "prohibited transactions" under Section
860(F)(a)(1) of the Code or on "contributions after the startup
date" under Section 860(G)(d)(1) of the Code or (b) the Trust
Fund
to fail to qualify as a REMIC at any time that any Certificate is
outstanding, and (ii) no such substitution shall be made unless
(A)
the substitute Limited Guaranty or Subordinate Certificate Loss
Obligation is for an initial amount not less than the then
current
Amount Available and contains provisions that are in all material
respects equivalent to the original Limited Guaranty or
Subordinate
Certificate Loss Obligation (including that no portion of the
fees,
reimbursements or other obligations under any such instrument
will
be borne by the Trust Fund), (B) the long term debt obligations
of
any obligor of any substitute Limited Guaranty or Subordinate
Certificate Loss Obligation (if not supported by the Limited
Guaranty) shall be rated at least the lesser of (a) the rating of
the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty
and
(b) the rating of the long term debt obligations of General
Motors
Acceptance Corporation at the date of such substitution and (C)
the
Company obtains written confirmation from each nationally
recognized
credit rating agency that rated the Class R Certificates at the
request of the Company that such substitution shall not lower the
rating on the Class R Certificates below the lesser of (a) the
then-current rating assigned to the Class R Certificates by such
rating agency and (b) the original rating assigned to the Class R
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 XI 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 R
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 R Certificates below the lesser of (a) the
then-current rating assigned to the Class R Certificates by such
rating agency and (b) the original rating assigned to the Class R
Certificates by such rating agency, unless (A) the Holder of 100%
of
the Class R 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, in the case of a
material
amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate
Loss
Obligation), an Opinion of Counsel (which need not be an opinion
of
Independent counsel) to the effect that any such amendment or
supersession will not cause either (a) any federal tax to be
imposed
on the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of
the
Code or on "contributions after the startup date" under Section
860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as
a REMIC at any time that any Certificate is outstanding. A copy
of
any such instrument shall be provided to the Trustee and the
Master
Servicer together with an Opinion of Counsel that such amendment
complies with this Section 12.02.
EXHIBIT N
FORM OF LIMITED GUARANTY
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Pass-Through Certificates
Series 1995-KS3
, 199__
Bankers Trust Company
Four Albany Street
New York, NY 10006
Attention: Corporate Trust
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 September 1, 1995 (the "Servicing Agreement"), among
Residential Asset Securities Corporation (the "Company"),
Residential Funding and Bankers Trust Company (the "Trustee") as
amended by Amendment No. 1 thereto, dated as of , with
respect to the Mortgage Pass-Through Certificates, Series
1995-KS3
(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 R Certificates with respect to certain
losses
on the Mortgage Loans as described in the Servicing Agreement;
and
WHEREAS, GMAC desires to provide certain assurances
with
respect to the ability of Residential Funding to secure
sufficient
funds and faithfully to perform its Subordinate Certificate Loss
Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute
and deposit in the Certificate Account on behalf of Residential
Funding (or otherwise provide to Residential Funding, or to cause
to
be made available to Residential Funding), either directly or
through a subsidiary, in any case prior to the related
Distribution
Date, such moneys as may be required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as
the
same arises from time to time upon the demand of the Trustee in
accordance with Section 11.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause
(a) shall be absolute, irrevocable and unconditional and shall
not
be affected by the transfer by GMAC or any other person of all or
any part of its or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right
of
counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's obligations
under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section
12.01(f)
of the Servicing Agreement, or (y) the termination of the Trust
Fund
pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay
on the part of Residential Funding, the Trustee or any other
person
in asserting or enforcing any rights or in making any claims or
demands hereunder. Any defective or partial exercise of any such
rights shall not preclude any other or further exercise of that
or
any other such right. GMAC further waives demand, presentment,
notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without
limitation, those of action or nonaction on the part of
Residential
Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the
written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as
the Servicing Agreement is not modified or amended in any way
that
might affect the obligations of GMAC under this Limited Guaranty
without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein set forth shall be binding upon GMAC
and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that
a copy of this Limited Guaranty shall be delivered to the Trustee
in
connection with the execution of Amendment No. 1 to the Servicing
Agreement and GMAC hereby authorizes the Company and the Trustee
to
rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but
one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective officers
thereunto duly authorized as of the day and year first above
written.
GENERAL MOTORS ACCEPTANCE CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL ASSET SECURITIES CORPORATION
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, NY 10006
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates,
Series 1995-KS3 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 3.12(d) of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of September 1, 1995, among Residential Asset Securities
Corporation, as seller (the "Company"), Residential Funding
Corporation, as master servicer, and the Trustee. All terms used
herein and not otherwise defined shall have the meanings set
forth
in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the
Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is
intended to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction
under, such local laws;
(iii) the Mortgage Loan following the proposed
assignment will
be modified to have a rate of interest at least 0.25 percent
below
or above the rate of interest on such Mortgage Loan prior to such
proposed assignment; and
(iv) such assignment is at the request of the borrower
under
the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
[MBIA INSURANCE CORPORATION INSURANCE POLICY]
MBIA
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: $151,570,287 Policy Number 605040
Residential Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1995-KS3
Class A Certificates and Class R Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of
the
payment of the premium and subject to the terms of this
Certificate
Guaranty Insurance Policy (this "Policy"), hereby unconditionally
and irrevocably guarantees to any Owner that an amount equal to
each
full and complete Insured Payment will be received by Bankers
Trust
Company, or its successor, as trustee for the Owners (the
"Trustee"), on behalf of the Owners, from the Insurer for
distribution by the Trustee to each Owner of each Owner's
proportionate share of the Insured Payment. The Insurer's
obligations hereunder with respect to a particular Insured
Payment
shall be discharged to the extent funds equal to the applicable
Insured Payment are received by the Trustee, whether or not such
funds are properly applied by the Trustee. Insured Payments shall
be
made only at the time set forth in this Policy, and no
accelerated
Insured Payments shall be made regardless of any acceleration of
the
Obligations, unless such acceleration is at the sole option of
the
Insurer.
Notwithstanding the foregoing paragraph, this Policy does not
cover
shortfalls, if any, attributable to the liability of the Trust
Fund,
any REMIC or the Trustee for withholding taxes, if any (including
interest and penalties in respect of any such liability).
The Insurer will pay any amount payable hereunder no later than
12:00 noon, New York City time, on the later of the Distribution
Date on which the related Deficiency Amount is due or the
Business
Day following receipt in New York, New York on a Business Day by
State Street Bank and Trust Company, N.A., as Fiscal Agent for
the
Insurer or any successor fiscal agent appointed by the Insurer
(the
"Fiscal Agent") of a Notice (as described below); provided that
if
such Notice is received after 12:00 noon, New York City time, on
such Business Day, it will be deemed to be received on the
following
Business Day. If any such Notice received by the Fiscal Agent is
not
in proper form or is otherwise insufficient for the purpose of
making claim hereunder, it shall be deemed not to have been
received
by the Fiscal Agent for purposes of this paragraph, and the
Insurer
or the Fiscal Agent, as the case may be, shall promptly so advise
the Trustee and the Trustee may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein,
will
be disbursed by the Fiscal Agent to the Trustee on behalf of the
Owners by wire transfer of immediately available funds in the
amount
of the Insured Payment.
The Fiscal Agent is the agent of the Insurer only, and the Fiscal
Agent shall in no event be liable to Owners for any acts of the
Fiscal Agent or any failure of the Insurer to deposit, or cause
to
be deposited, sufficient funds to make payments due under this
Policy.
As used herein, the following terms shall have the following
meanings:
"Agreement" means the Pooling and Servicing Agreement dated as of
September 1, 1995 among Residential Asset Securities Corporation,
as
company, Residential Funding Corporation, as master servicer, and
the Trustee, as trustee, without regard to any amendment or
supplement thereto.
"Business Day" means any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City or the city in
which the corporate trust office of the Trustee under the
Agreement
or the Insurer is located are authorized or obligated by law or
executive order to close.
"Deficiency Amount" means, with respect to the Senior
Certificates
as of any Distribution Date (i) any shortfall in amounts
available
in the Certificate Account (including amounts attributable to
both
Group Available Distribution Amounts, but after application of
such
amounts towards Excess Spread for such Distribution Date pursuant
to
Section 4.02(a)(i) of the Agreement) to pay one month's interest
on
the Certificate Principal Balances of the Senior Certificates at
the
then applicable Pass-Through Rates, net of any Prepayment
Interest
Shortfalls and any interest shortfalls relating to the Relief Act
allocated to the Senior Certificates, (ii) the principal portion
of
any Realized Loss allocated to the Senior Certificates relating
to
either Loan Group on such Distribution Date (except to the extent
covered by amounts otherwise distributable on the Class B
Certificates related to the other Loan Group pursuant to section
4.02(a)(iii) of the Agreement) and (iii) following the purchase
of
all assets of the Trust Fund pursuant to Section 9.01(a) of the
Agreement, any shortfall in the Group Available Distribution
Amount
for either Loan Group to pay amounts owed to the Owners of the
Senior Certificates, pursuant to Section 9.01(c)(ii)(A) of the
Agreement.
"Insured Payment" means, as of any Distribution Date, any
Deficiency
Amount.
"Notice" means the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of
Exhibit A attached hereto, the original of which is subsequently
delivered by registered or certified mail, from the Trustee
specifying the Insured Payment which shall be due and owing on
the
applicable Distribution Date.
"Owner" means a Holder (as defined in the Agreement) of any
Senior
Certificate who, on the applicable Distribution Date, is entitled
under the terms of the Obligations to payment thereunder.
Capitalized terms used herein and not otherwise defined herein
shall
have the respective meanings set forth in the Agreement as of the
date of execution of this Policy, without giving effect to any
subsequent amendment to or modification of the Agreement unless
such
amendment or modification has been approved in writing by the
Insurer.
Any notice hereunder or service of process on the Fiscal Agent
may
be made at the address listed below for the Fiscal Agent or such
other address as the Insurer shall specify in writing to the
Trustee.
The notice address of the Fiscal Agent is 61 Broadway, 15th
Floor,
New York, New York 10006 Attention: Municipal Registrar and
Paying
Agency, or such other address as the Fiscal Agent shall specify
to
the Trustee in writing.
This Policy is being issued under and pursuant to, and shall be
construed under, the laws of the State of New York, without
giving
effect to the conflict of laws principles thereof.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76
of
the New York Insurance Law.
This Policy is not cancelable for any reason. The premium on
this
Policy is not refundable for any reason including payment, or
provision being made for payment, prior to maturity of the
Obligations.
IN WITNESS WHEREOF, the Insurer has caused this Policy to be
executed and attested this 28th day of September, 1995.
MBIA INSURANCE CORPORATION
By
Attest:
By
Assistant Secretary
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER: 605040
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 605040
State Street Bank and Trust Company, N.A., as Fiscal Agent
for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of [
], as trustee (the "Trustee"), hereby certifies to State
Street Bank and Trust Company, N.A. (the "Fiscal Agent") and MBIA
Insurance Corporation (the "Insurer"), with reference to
Certificate
Guaranty Insurance Policy Number: [ ] (the "Policy")
issued by the Insurer in respect of the Residential Asset
Securities
Corporation Mortgage Pass-Through Certificates, Series 1995-KS3,
Class A Certificates and Class R Certificates (the
"Obligations"),
that:
(i) the Trustee is the trustee under the Pooling and
Servicing Agreement dated as of September 1, 1995 between
Residential Asset Securities Corporation, as Seller,
Residential Funding Corporation, as Master Servicer, and the
Trustee, as trustee for the Owners;
(ii) the amount due pursuant to the definition of
"Deficiency
Amount" for the Distribution Date occurring on
(the "Applicable Distribution Date") is $ ; (the
"Deficiency Amount");
(iii)the total Insured Payment due is $ , which
amount equals the Deficiency Amount;
(iv) the Trustee is making a claim under and pursuant to the
terms of the Policy for the dollar amount of the Insured
Payment set forth in (iii) above to be applied to the
payment
on the Obligations for the Applicable Distribution Date in
accordance with the Agreement; and
(v) the Trustee directs that payment of the Insured Payment
be made to the following account by bank wire transfer of
federal or other immediately available funds in accordance
with the terms of the Policy: [TRUSTEE'S ACCOUNT].
Any capitalized term used in this Notice and not otherwise
defined herein shall have the meaning assigned thereto in the
Policy.
Any Person Who Knowingly And With Intent To Defraud Any
Insurance Company Or Other Person Files An Application For
Insurance Or Statement Of Claim Containing Any Materially False
Information, Or Conceals For The Purpose Of Misleading,
Information
Concerning Any Fact Material Thereto, Commits A Fraudulent
Insurance Act, Which Is A Crime, And Shall Also Be Subject To A
Civil Penalty Not To Exceed Five Thousand Dollars And The Stated
Value Of The Claim For Each Such Violation.
IN WITNESS WHEREOF, the Trustee has executed and delivered this
Notice under the Policy as of the day of
[TRUSTEE], as Trustee
By
Title
EXHIBIT Q
REPRESENTATIONS AND WARRANTIES
Capitalized terms used in this Exhibit and not defined in the
Agreement or herein shall have the meanings set forth in the
Program
Guide.
Residential Funding represents and warrants to the Trustee, as to
each Mortgage Loan, that as of the Closing Date or as of such
other
date specifically provided herein:
(a) The information set forth in Exhibits F-1 and F-2
to the Pooling and Servicing Agreement 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;
(b) To the best of Residential Funding's knowledge,
each Mortgage Loan with a Loan-to-Value Ratio at origination
or modification in excess of 80% is the subject of a Primary
Insurance Policy that insures that portion of the principal
balance thereof that exceeds the amount equal to 75% of the
value of the related mortgaged property. To the best of
Residential Funding's knowledge, each such Primary Insurance
Policy is in full force and effect and the Trustee is
entitled
to the benefits thereunder;
(c) Each Primary Insurance Policy insures the named
insured and its successors and assigns, and the issuer of
the
Primary Insurance Policy is an insurance company whose
claims-paying ability is currently acceptable to the Rating
Agencies;
(d) Immediately prior to the assignment of the
Mortgage Loans to the Company, Residential Funding 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 no action has been taken or failed to be
taken by Residential Funding that would adversely affect the
enforceability of any Mortgage Loan or the interests therein
of any holder of the Certificates;
(e) As of the Cut-off Date, not more than
approximately 8.1% and 5.0% of the Group I Loans and Group
II
Loans, respectively, by aggregate Stated Principal Balance
as
of the Cut-off Date, were one month or more delinquent in
payment of principal and interest and no Group I Loan or
Group
II Loan has been so delinquent more than seven times or five
times, respectively, in the 12-month period prior to the
Cut-off Date;
(f) Subject to clause (e) above as respects
delinquencies, there is no default, breach, violation or
event
of acceleration existing under the terms of any Mortgage
Note
or Mortgage and no event which, with notice and expiration
of
any grace or cure period, would constitute a default,
breach,
violation or event of acceleration under the terms of any
Mortgage Note or Mortgage, and no such default, breach,
violation or event of acceleration has been waived by the
Seller or by any other entity involved in originating or
servicing a Mortgage Loan;
(g) There is no delinquent tax or assessment lien
against any Mortgaged Property;
(h) No Mortgagor has any right of offset, defense or
counterclaim as to the related Mortgage Note or Mortgage
except as may be provided under the Relief Act;
(i) There are no mechanics' liens or claims for work,
labor or material affecting any Mortgaged Property which are
or may be a lien prior to, or equal with, the lien of the
related Mortgage, except such liens that are insured or
indemnified against by a title insurance policy described
under clause (n) below;
(j) To the best of Residential Funding's knowledge, each
Mortgaged Property is free of damage and in good repair
and no notice of condemnation has been given to Residential
Funding with respect thereto and Residential Funding knows
of
nothing involving any Mortgaged Property that could
reasonably
be expected to adversely affect the value or marketability
of
any Mortgaged Property;
(k) Each Mortgage Loan, as of the time of its
origination and as of the date of execution hereof, complied
in all material respects with all applicable local, state
and
federal laws;
(l) Each Mortgage contains customary and enforceable
provisions which render the rights and remedies of the
holder
adequate to realize the benefits of the security against the
Mortgaged Property, including (i) in the case of a Mortgage
that is a deed of trust, by trustee's sale, (ii) by summary
foreclosure, if available under applicable law and (iii)
otherwise by foreclosure, and there is no homestead or other
exemption available to the Mortgagor that would interfere
with
such right to sell at a trustee's sale or right to
foreclosure, subject in each case to applicable federal and
state laws and judicial precedents with respect to
bankruptcy
and right of redemption;
(m) With respect to each Mortgage that is a deed of
trust, a trustee duly qualified under applicable law to
serve
as such is properly named, designated and serving, and
except
in connection with a trustee's sale after default by a
Mortgagor, no fees or expenses are payable by the Seller or
Residential Funding to the trustee under any Mortgage that
is
a deed of trust;
(n) A policy of title insurance in the form and amount
required by the Program Guide was effective as of the
closing
of each Mortgage Loan, and is valid and binding and remains
in
full force and effect;
(o) The Group I Loans are conventional,
fully-amortizing level monthly payment first mortgage loans
having terms to maturity of not more than 30 years from
their
dates of origination or modification, each having a fixed
mortgage rate and monthly payments due on the first day of
the
month. The Balloon Loans are conventional, first mortgage
loans having terms to maturity of not more than 7 years from
the due dates of their first monthly payments and Balloon
Payments on their maturity dates, each having a fixed
mortgage
rate, monthly payments due on the first day of the month,
level monthly payments based on a 30-year amortization
schedule prior to the due date for the related Balloon
Payment
and a Conditional Refinancing Option for an X-Option Loan
constituting a conventional, fully-amortizing level monthly
payment first mortgage loan having a term to maturity of the
remainder of the related Balloon Loan's 30-year amortization
period, monthly payments due on the first day of the month
and
a fixed mortgage rate equal to the sum of the related Index
and Note Margin, rounded to the nearest 0.125% and subject
to
a Maximum Interest Rate. The Step Loans are conventional,
fully-amortizing first mortgage loans having terms to
maturity
of not more than 30 years from the due dates of their first
monthly payments, each having monthly payments due on the
first day of the month and a mortgage rate that will be
adjusted on the related Adjustment Date to equal the sum of
the related Index and Note Margin, rounded to the nearest
0.125% and subject to a Maximum Interest Rate. The amount
of
the monthly payments on each Step Loan will be adjusted on
the
first day of the month following the month in which the
related Adjustment Date occurs to equal the amount necessary
to pay interest at the then-applicable Mortgage Rate and
fully
amortize the principal balance of such Step Loan over its
remaining term to maturity;
(p) If the improvements securing a Mortgage Loan were
located at the time of origination or modification of such
Mortgage Loan in a federally designated special flood hazard
area, flood insurance in the amount required under the
Program
Guide covers such Mortgaged Property (either by coverage
under
the federal flood insurance program or by coverage from
private insurers);
(q) No Mortgage Loan provides for deferred interest,
negative amortization or buydown funds;
(r) The statistical information set forth under the
heading "Description of the Mortgage Pool" in the Prospectus
Supplement dated September 25, 1995 to the Prospectus dated
June 22, 1995, each of which were filed with the United
States
Securities and Exchange Commission on September 27, 1995
pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended (File Number 33-56893), with respect to the
Residential Asset Securities Corporation Mortgage
Pass-Through
Certificates, Series 1995-KS3, Class A1-I, Class A2-I,
Class A3-I, Class A4-I, Class A5-I, Class A-II and Class R,
except for the information set forth in paragraphs 1,
5 through 12, 17 and 40 through 43 (including, without
limitation, the tables after the 8th and 12th paragraphs)
and
in the tables entitled "Original Mortgage Loan Principal
Balances" after the 23rd and 32nd paragraphs under such
heading, is true and correct at the date or dates respecting
which such information is furnished;
(s) 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);
(t) Interest on each Mortgage Loan is calculated on
the basis of a 360-day year consisting of twelve 30-day
months;
(u) 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 (i) 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 (ii) the Loan-to-Value Ratio of the Mortgage Loan as
of the date of origination of the Mortgage Loan generally
meets the underwriting guidelines of Residential Funding
Mortgage Securities I, Inc., a Delaware corporation; and
(v) Not more than approximately 1.00% and none of
the Group I Loans and Group II Loans, respectively,
by aggregate Stated Principal Balance as of the Cut-off
Date, have Destroyed Mortgage Notes.
