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)
May 30, 1996
RESIDENTIAL ASSET SECURITIES CORPORATION (as company
under a Pooling and Servicing Agreement dated as of May
1, 1996 providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1996-KS2)
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 May 1, 1996 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:/s/William E. Waldusky
Name: William E. Waldusky
Title: Vice President
Dated: May 30, 1996
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. Waldusky
Name: William E. Waldusky
Title: Vice President
Dated: May 30, 1996
EXHIBITS
EXECUTION COPY
--------------
RESIDENTIAL ASSET SECURITIES CORPORATION,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1996
Mortgage Pass-Through Certificates
Series 1996-KS2
<PAGE>
Page
TABLE OF CONTENTS
Page
ARTICLE I 3
DEFINITIONS 3
Section 1.01. Definitions 3
Accrued Certificate Interest 3
Adjusted Mortgage Rate 3
Advance 3
Affiliate 3
Agreement 4
Amount Held for Future Distribution 4
Appraised Value 4
Assignment 4
Assignment Agreement 4
Available Distribution Amount 4
Balloon Mortgage Loan 5
Balloon Payment 5
Bankruptcy Amount 5
Bankruptcy Loss 5
BookEntry Certificate 5
Business Day 5
Cash Liquidation 6
Certificate 6
Certificate Account 6
Certificate Account Deposit Date 6
Certificateholder or Holder 6
Certificate Owner 6
Certificate Insurer Premium 6
Certificate Insurer Premium Rate 7
Certificate Principal Balance 7
Certificate Register and Certificate Registrar 7
Class 7
Class A Certificate 7
Class A5 Collection Shortfall 7
Class A5 Principal Distribution Amount 7
Class B Certificate 7
Class B Percentage 8
Class B1 Percentage 8
Class B2 Percentage 8
Class B2 Prepayment Distribution Trigger 8
Class B3 Percentage 8
Class B3 Prepayment Distribution Trigger 8
Class R Certificate 8
Class RI Certificate 8
<PAGE>
Class R-II Certificate 9
Closing Date 9
Code 9
Compensating Interest 9
Corporate Trust Office 9
Credit Support Depletion Date 9
Cumulative Insurance Payments 9
Curtailment 9
Custodial Account 9
Custodial Agreement 10
Custodian 10
Cut-off Date 10
Cut-off Date Principal Balance 10
Debt Service Reduction 10
Deficient Valuation 10
Definitive Certificate 10
Deleted Mortgage Loan 10
Delinquency Ratio 10
Delinquent 10
Depository 11
Depository Participant 11
Determination Date 11
Discount Fraction 11
Discount Mortgage Loan 11
Disqualified Organization 11
Distribution Date 12
Due Date 12
Due Period 12
Eligible Account 12
Eligible Funds 12
Event of Default 12
Excess Bankruptcy Loss 12
Excess Fraud Loss 13
Excess Special Hazard Loss 13
Excess Spread 13
Excess Subordinate Principal Amount 13
Extraordinary Events 13
Extraordinary Losses 14
FDIC 14
FHLMC 14
Final Distribution Date 14
Fitch 14
FNMA 14
Foreclosure Profits 14
Fraud Loss Amount 15
Fraud Losses 15
Guaranteed Distributions 15
High Cost Loan 15
<PAGE>
Independent 15
Initial Certificate Principal Balance 15
Insurance Account 16
Insurance Agreement 16
Insurance Proceeds 16
Insured Payment 16
Insurer 16
Insurer Default 16
Late Collections 16
Liquidation Proceeds 16
Loan-to-Value Ratio 17
Maturity Date 17
Monthly Payment 17
Moody's 17
Mortgage 17
Mortgage File 17
Mortgage Loan Schedule 17
Mortgage Loans 18
Mortgage Note 18
Mortgage Rate 18
Mortgaged Property 18
Mortgagor 18
Net Mortgage Rate 18
Non-Discount Mortgage Loan 19
Non-Primary Residence Loans 19
Non-United States Person 19
Nonrecoverable Advance 19
Nonsubserviced Mortgage Loan 19
Notice 19
Officers' Certificate 19
Opinion of Counsel 19
Original Senior Percentage 19
Outstanding Mortgage Loan 19
Owner or Holder 19
Ownership Interest 20
Pass-Through Rate 20
Paying Agent 20
Percentage Interest 20
Permitted Investments 20
Permitted Transferee 21
Person 21
Policy 21
Pool Stated Principal Balance 22
Premium Letter 22
Prepayment Assumption 22
Prepayment Distribution Percentage 22
Prepayment Distribution Trigger 23
<PAGE>
Prepayment Interest Shortfall 23
Prepayment Period 23
Primary Insurance Policy 23
Principal Prepayment 23
Principal Prepayment in Full 23
Program Guide 23
Purchase Price 24
Qualified Substitute Mortgage Loan 24
Rating Agency 24
Realized Loss 25
Record Date 25
Regular Certificate 25
Relief Act 25
REMIC 25
REMIC Administrator 25
REMIC I 25
REMIC I Certificates 26
REMIC II 26
REMIC II Certificates 26
REMIC Provisions 26
REO Acquisition 26
REO Disposition 26
REO Imputed Interest 26
REO Proceeds 26
REO Property 27
Request for Release 27
Required Insurance Policy 27
Residential Funding 27
Responsible Officer 27
Rolling Three Month Delinquency Rate 27
Schedule of Discount Fractions 27
Seller 27
Seller's Agreement 27
Senior Accelerated Distribution Percentage 27
Senior Percentage 28
Senior Principal Distribution Amount 29
Servicing Accounts 29
Servicing Advances 29
Servicing Fee 29
Servicing Officer 29
Special Hazard Amount 29
Special Hazard Loss 30
Standard & Poor's 30
Startup Day 30
Stated Principal Balance 30
Strip Rate 30
Structured Fraction 30
Structured Net Mortgage Rate 30
<PAGE>
Subordinate Percentage 31
Subordinate Principal Distribution Amount 31
Subserviced Mortgage Loan 31
Subservicer 31
Subservicer Advance 31
Subservicing Account 31
Subservicing Agreement 31
Subservicing Fee 31
Tax Returns 32
Transfer 32
Transferee 32
Transferor 32
Trigger Event 32
Trust Fund 32
12 Month Loss Amount 32
Uncertificated Accrued Interest 33
Uncertificated Principal Balance 33
Uncertificated REMIC I Pass-Through Rate 34
Uncertificated REMIC I Regular Interest P 34
Uncertificated REMIC I Regular Interest S 34
Uncertificated REMIC I Regular Interest T 34
Uncertificated REMIC I Regular Interest U 34
Uncertificated REMIC I Regular Interest V 34
Uncertificated REMIC I Regular Interest W 34
Uncertificated REMIC I Regular Interest X 35
Uncertificated REMIC I Regular Interest Y 35
Uncertificated REMIC I Regular Interest Z 35
Uncertificated REMIC I Regular Interests 35
Uncertificated REMIC I Regular Interests Distribution Amounts 35
Uncertificated REMIC I Regular Interest P Distribution Amount 35
Uncertificated REMIC I Regular Interest S Distribution Amount 35
Uncertificated REMIC I Regular Interest T Distribution Amount 35
Uncertificated REMIC I Regular Interest U Distribution Amount 35
Uncertificated REMIC I Regular Interest V Distribution Amount 36
Uncertificated REMIC I Regular Interest W Distribution Amount 36
Uncertificated REMIC I Regular Interest X Distribution Amount 36
Uncertificated REMIC I Regular Interest Y Distribution Amount 36
Uncertificated REMIC I Regular Interest Z Distribution Amount 36
Uniform Single Attestation Program for Mortgage Bankers 36
Uninsured Cause 36
United States Person 36
Voting Rights 36
ARTICLE II 37
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES 37
<PAGE>
Section 2.01. Conveyance of Mortgage Loans 37
Section 2.02. Acceptance by Trustee 40
Section 2.03. Representations, Warranties and Covenants of
the Master Servicer and the Company 41
Section 2.04. Representations and Warranties of Sellers;
Additional Repre- sentations and Warranties of 43
Residential Funding
Section 2.05. Issuance of Certificates Evidencing Interests
in REMIC I Certificates 45
Section 2.06. Conveyance of Uncertificated REMIC I Regular
Interests; Acceptance by the Trustee 46
Section 2.07. Issuance of Certificates Evidencing Interest
in REMIC II 46
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS 47
Section 3.01. Master Servicer to Act as Servicer 47
Section 3.02. Subservicing Agreements Between Master Servicer
and Sub- servicers; Enforcement of Subservicers'48
and Sellers' Obligations
Section 3.03. Successor Subservicers 49
Section 3.04. Liability of the Master Servicer 49
Section 3.05. No Contractual Relationship Between Subservicer
and Trustee, Certificateholders or the Owner of 50
the Excess Spread
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee 50
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account 51
Section 3.08. Subservicing Accounts; Servicing Accounts 53
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans 54
Section 3.10. Permitted Withdrawals from the Custodial
Account 55
Section 3.11. Maintenance of Primary Insurance Coverage 56
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage 57
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain
Assignments 58
Section 3.14. Realization Upon Defaulted Mortgage Loans 60
Section 3.15. Trustee to Cooperate; Release of Mortgage Files 63
Section 3.16. Servicing and Other Compensation; Compensating
Interest 64
Section 3.17. Reports to the Trustee and the Company 65
Section 3.18. Annual Statement as to Compliance 65
Section 3.19. Annual Independent Public Accountants'
Servicing
Report 66
<PAGE>
ARTICLE IV 67
PAYMENTS TO CERTIFICATEHOLDERS AND
THE OWNER OF THE EXCESS SPREAD 67
Section 4.01. Certificate Account 67
Section 4.02. Distributions 68
Section 4.03. Statements to Certificateholders and the Owner of
the Excess Spread 74
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer 76
Section 4.05. Allocation of Realized Losses 78
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property 79
Section 4.07. Optional Purchase of Defaulted Mortgage Loans. 79
Section 4.08. Distributions on the Uncertificated REMIC I Regular
Interests 80
ARTICLE V 82
THE CERTIFICATES AND EXCESS SPREAD 82
Section 5.01. The Certificates 82
Section 5.02. Registration of Transfer and Exchange of Certificates
and Restrictions on Transfer of the Excess 84
Spread
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates 88
Section 5.04. Persons Deemed Owners 89
Section 5.05. Appointment of Paying Agent 89
Section 5.06. Optional Purchase of Certificates 89
ARTICLE VI 92
THE COMPANY AND THE MASTER SERVICER 92
Section 6.01. Respective Liabilities of the Company and the Master
Servicer 92
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties
by Master Servicer 92
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others 93
Section 6.04. Company and Master Servicer Not to Resign 94
ARTICLE VII 95
DEFAULT 95
Section 7.01. Events of Default 95
Section 7.02. Trustee or Company to Act; Appointment of Successor 97
Section 7.03. Notification to Certificateholders 98
<PAGE>
Section 7.04. Waiver of Events of Default 98
Section 7.05. Trigger Events; Removal of Master Servicer 98
ARTICLE VIII 100
CONCERNING THE TRUSTEE 100
Section 8.01. Duties of Trustee 100
Section 8.02. Certain Matters Affecting the Trustee 102
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans 103
Section 8.04. Trustee May Own Certificates 103
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification 103
Section 8.06. Eligibility Requirements for Trustee 104
Section 8.07. Resignation and Removal of the Trustee 105
Section 8.08. Successor Trustee 106
Section 8.09. Merger or Consolidation of Trustee 107
Section 8.10. Appointment of Co-Trustee or Separate Trustee 107
Section 8.11. Appointment of Custodians 108
Section 8.12. Appointment of Office or Agency 108
ARTICLE IX
TERMINATION 109
Section 9.01. Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans 109
Section 9.02. Termination of REMIC II 111
Section 9.03. Additional Termination Requirements 111
ARTICLE X
REMIC PROVISIONS 113
Section 10.01. REMIC Administration 113
Section 10.02. Master Servicer and Trustee Indemnification 116
ARTICLE XI 118
CERTAIN MATTERS REGARDING THE INSURER 118
Section 11.01. Trust Fund and Accounts Held for Benefit of
the Insurer 118
Section 11.02. Claims Upon the Policy; Insurance Payments 118
Section 11.03. Effect of Payments by the Insurer; Subrogation 119
Section 11.04. Notices and Information to the Insurer 120
Section 11.05. Third-Party Beneficiary 120
Section 11.06. Trustee to Hold the Policy 120
Section 11.07. Right of Insurer to Exercise Rights of Senior
Certificateholders 120
Section 11.08. Additional Right of Insurer 121
<PAGE>
ARTICLE XII
MISCELLANEOUS PROVISIONS 122
Section 12.01. Amendment 122
Section 12.02. Recordation of Agreement; Counterparts 124
Section 12.03. Limitation on Rights of Certificateholders 125
Section 12.04. Governing Law 126
Section 12.05. Notices 126
Section 12.06. Notices to Rating Agency and the Insurer 126
Section 12.07. Severability of Provisions 127
Section 12.08. Supplemental Provisions for Resecuritization 127
<PAGE>
Exhibit A Form of Class A Certificate
Exhibit B Form of Class B Certificate
Exhibit C Form of Class R-I and Class R-II Certificate
Exhibit D Form of Custodial Agreement
Exhibit E Mortgage Loan Schedule
Exhibit F Forms of Request for Release
Exhibit G-1 Form of Transfer Affidavit and Agreement
Exhibit G-2 Form of Transferor Certificate
Exhibit H Form of Investor Representation Letter
Exhibit I Form of Transferor Representation Letter
Exhibit J Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 12.01(e) for a
Limited Guaranty
Exhibit K Form of Limited Guaranty
Exhibit L Form of Lender Certification for Assignment of Mortgage
Loan
Exhibit M Form of Rule 144A Investment Representation
Exhibit N Certificate Guaranty Insurance Policy
Exhibit O Representations and Warranties of Residential Funding
Exhibit P Schedule of Discount Fractions
Exhibit Q Schedule of High Cost Loans
<PAGE>
This Pooling and Servicing Agreement, effective as of May 1, 1996, 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 THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, as trustee (together with its permitted successors
and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of REMIC I (as defined herein), and subject to this Agreement, as
a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as "REMIC I."
The Uncertificated REMIC I Regular Interests will be "regular interests" in
REMIC I and the Class R-I Certificates will be the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein)
under the federal income tax law. A segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and
the Master Servicer will make a separate REMIC election with respect thereto.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class B-1, Class B-2
and Class B-3 Certificates and the rights in and to the Excess Spread (as
defined herein) will be "regular interests" in REMIC II, and the Class R-II
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions under federal income tax law.
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Type Pass-Through Aggregate Initial Features Maturity
Initial Ratings
- --------------------------- ----------- Rate Certificate ------------------- Date
S&P Moody's
------------- Principal ------------- ------- -------
Balance
---------------------
<S> <C> <C> <C> <C> <C> <C>
<C>
Class A-1 Senior 6.77% $41,000,000.00 Senior February 25,
AAA Aaa
2014
Class A-2 Senior 7.04% $28,000,000.00 Senior November 25,
AAA Aaa
2022
Class A-3 Senior 7.41% $12,000,000.00 Senior September
AAA Aaa
25, 2024
Class A-4 Senior 7.98% $14,086,733.00 Senior May 25, 2026
AAA Aaa
Class A-5 Senior 0.00% $ 352,608.35 Principal May 25, 2026
AAAr Aaa
Only/Senior
Class R-I Senior 7.98% $ 100.00 Residual/Senior May 25, 2026
AAA Aaa
Class R-II Senior 7.98% $ 100.00 Residual/Senior May 25, 2026
AAA Aaa
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
<C>
Class B-1 Subordinate 7.98% $ 3,214,806.00 Subordinate May 25,
2026 BB N/A
Class B-2 Subordinate 7.98% $ 904,165.00 Subordinate May 25,
2026 B N/A
Class B-3 Subordinate 7.98% $ 904,163.45 Subordinate May 25,
2026 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $100,462,675.80 The Mortgage Loans are fixed-rate fully amortizing and
balloon payment mortgage loans having terms to maturity at origination or
modification of not more than 30 years.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement, the following
-----------
words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
----------------------------
to any Class A Certificate (other than the Class A-5 Certificates, which are not
entitled to distributions of interest), any Class B Certificate or any Class R
Certificate, one month's interest accrued at the related Pass-Through Rate on
the Certificate Principal Balance thereof immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months. In each case Accrued Certificate
Interest on any Class of Certificates will be reduced by the amount of (i)
Prepayment Interest Shortfalls (to the extent not offset by the Master Servicer
with a payment of Compensating Interest as provided in Section 3.16), (ii) the
interest portion (adjusted to the Net Mortgage Rate) of Realized Losses
(including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses), not allocated solely to one specific Class of
Certificates pursuant to Section 4.05, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class B
Certificates, including interest that is not collectible from the Mortgagor
pursuant to the Relief Act or similar legislation or regulations as in effect
from time to time, with all such reductions allocated among all of the
Certificates and to the Excess Spread in proportion to their respective amounts
of Accrued Certificate Interest and the amount of the Excess Spread payable on
such Distribution Date which would have resulted absent such reductions. In
addition to that portion of the reductions described in the preceding sentence
that are allocated to any Class of Class B Certificates, 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.
The Class A-5 Certificates receive no distributions of Accrued Certificate
Interest.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
----------------------
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
-------
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
---------
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly,
<PAGE>
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
---------
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
-----------------------------------
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
---------------
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value based upon the appraisal made at the time of
origination of the loan which was refinanced or modified 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 the
Certificateholders and the Owner of the Excess Spread, 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 May
--------------------
30, 1996, between Residential Funding and the Company relating to the transfer
and assignment of the Mortgage Loans.
Available Distribution Amount: As to any Distribution Date, an amount
-----------------------------
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Certificate Account on the
related Certificate Account Deposit Date pursuant to Section 3.12(a), (iv) any
amount deposited in the Certificate Account pursuant to Section 4.07, and (v)
any amount that the Master Servicer is not permitted to withdraw from the
Certificate Account pursuant to Section 3.16(e) reduced by (b) the sum as of the
close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the
<PAGE>
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and
(z) the Certificate Insurer Premium payable on such Distribution Date.
Balloon Mortgage Loan: Any Mortgage Loan that provided on the date of
---------------------
origination for an amortization schedule extending beyond its stated maturity
date.
Balloon Payment: With respect to any Balloon Mortgage Loan, as of any date
---------------
of determination, the Monthly Payment payable on the stated maturity date of
such Mortgage Loan.
Bankruptcy Amount: As of any date of determination, an amount equal to the
-----------------
excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05. The Bankruptcy Amount may be further reduced by
the Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the 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 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 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 Insurer in writing that
the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
----------------------
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
------------
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
----------------
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
<PAGE>
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 "The First National Bank of
Chicago, as trustee, in trust for the registered holders of Residential Asset
Securities Corporation, Mortgage Pass-Through Certificates, Series 1996-KS2 and
the Owner of the Excess Spread" and which must be an Eligible Account. Any such
account or accounts created and maintained subsequent to the Closing Date shall
be subject to the approval of the Insurer, which approval shall not be
unreasonably withheld.
Certificate Account Deposit Date: As to any Distribution Date, the
--------------------------------
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
---------------------------
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R-I
Certificate or Class R-II Certificate for any purpose hereof. Solely for the
purpose of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R-I Certificate or Class R-II Certificate,
registered in the name of the Company, the Master Servicer or any Subservicer or
any Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or direction has been obtained. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to recognize a
"Holder" or "Certificateholder' only the Person in whose name a Certificate is
registered in the Certificate Register. Unless otherwise indicated in this
Agreement, the Custodial Agreement or the Assignment Agreement, whenever
reference is made to the actions taken by the Trustee on behalf of the
Certificateholders, such reference shall include the Insurer as long as there is
no Insurer Default continuing.
Certificate 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 Insurer Premium: The premium payable to the Insurer on each
---------------------------
Distribution Date commencing on the Distribution Date in June 1996, in an amount
equal to one-twelfth of the product of 0.114% per annum and the Stated Principal
Balances of the Outstanding Mortgage Loans immediately preceding such
Distribution Date.
Certificate Insurer Premium Rate: With respect to each Mortgage Loan or
--------------------------------
REO Property, for any Distribution Date, a per annum rate at which interest
would have to accrue thereon on a 30/360 basis during the one month period
preceding the Due Date in the most recently ended Due Period in order to produce
the aggregate amount of the Certificate Insurer Premium actually accrued during
the same such period.
<PAGE>
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 outstanding with the
highest numerical designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained
----------------------------------------------
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
-----
Class A Certificate: Any one of the Class A-1 Certificates, Class A-2
-------------------
Certificates, Class A-3 Certificates, Class A-4 Certificates or Class A-5
Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A, evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-5 Collection Shortfall: With respect to the Final Disposition of a
------------------------------
Discount Mortgage Loan and any Distribution Date, the excess, if any, of the
amount described in Section 4.02(b)(i)(C)(1) over the amount described in
Section 4.02(b)(i)(C)(2).
Class A-5 Principal Distribution Amount: As defined in Section 4.02(b)(i).
---------------------------------------
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
-------------------
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage or
------------------
Class B-3 Percentage.
<PAGE>
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
--------------------
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
--------------------
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.80%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
--------------------
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all the Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.90%.
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
-------------------
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
---------------------
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit C and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed by
----------------------
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit C and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
<PAGE>
Closing Date: May 30, 1996.
------------
Code: The Internal Revenue Code of 1986.
----
Compensating Interest: With respect to any Distribution Date, an amount
---------------------
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders and the Owner of the
Excess Spread with respect to such Distribution Date and servicing compensation
to which the Master Servicer may be entitled pursuant to Section 3.10(a)(v) and
(vi); provided that for purposes of this definition the amount of the Servicing
Fee will not be reduced pursuant to Section 7.02 except as may be required
pursuant to the last sentence of such Section.
Corporate Trust Office: The principal office of the Trustee at which at
----------------------
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1996-KS2.
Credit Support Depletion Date: The first Distribution Date on which the
-----------------------------
Senior Percentage equal 100% and an Insurer Default exists.
Cumulative Insurance Payments: As of any time of determination, the
-----------------------------
aggregate of all Insured Payments previously made to the Senior Certificates up
to, and including, the date of determination by the Insurer under the Policy
plus the total of all other amounts payable to the Insurer from the Trust Fund
pursuant to the Insurance Agreement (other than Section 3.04 thereof) minus the
sum of the aggregate of (i) all payments previously made to the Insurer pursuant
to Section 4.02 hereof as reimbursement for Insured Payments or such amounts and
(ii) any payments made by the Insurer attributable to Excess Bankruptcy Losses,
Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
-----------
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
-----------------
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates and for the Insurer, for the
holders of certain other interests in mortgage loans serviced or sold by the
Master Servicer and for the Master Servicer, into which the amounts set forth in
Section 3.07 shall be deposited directly. Any such account or accounts shall be
an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
-------------------
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit D hereto.
<PAGE>
Custodian: A custodian appointed pursuant to a Custodial Agreement and
---------
reasonably acceptable to the Insurer. Norwest Bank Minnesota National
Association is acceptable to the Insurer.
Cut-off Date: May 1, 1996.
------------
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
------------------------------
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
----------------------
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
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.
Delinquency Ratio: With respect to any Distribution Date, the percentage
-----------------
equivalent of a fraction (a) the numerator of which equals the aggregate Stated
Principal Balances of all Mortgage Loans that are 60 or more days Delinquent, in
foreclosure or converted to REO Properties as of the last day of the related Due
Period and (b) the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of such Due Period.
Delinquent: A Mortgage Loan is "delinquent" if any payment due thereon is
----------
not made by the close of business on the day such payment is scheduled to be
due. A Mortgage Loan is "30 days delinquent" if such payment has not been
received by the close of business on the corresponding day of the month
immediately succeeding the month in which such payment was due, or, if there is
no such corresponding day (e.g., as when a 30-day month follows a 31-day month
----
in which a payment was due on the 31st day of such month) then on the last day
of such immediately succeeding month. Similarly for "60 days delinquent," "90
days delinquent" and so on.
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.
<PAGE>
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.
Determination Date: With respect to any Distribution Date, the 20th day
------------------
(or if such 20th day is not a Business Day, the next Business Day following such
20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
-----------------
fraction expressed as a percentage, the numerator of which is 7.98% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 7.98%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
----------------------
an initial Net Mortgage Rate) of less than 7.98% and any Mortgage Loan deemed to
be a Discount Mortgage Loan pursuant to the definition of Qualified Substitute
Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
-------------------------
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2) of the Code and (v) any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by such Person may
cause REMIC I or REMIC II or any Person having an Ownership Interest in any
Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
-----------------
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the next Business Day following such
25th day.
Due Date: With respect to any Distribution Date, the first day of the
--------
month in which such Distribution Date occurs.
<PAGE>
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 The First National Bank of Chicago, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the rating that
would be assigned, in the absence of the Policy, to any Class of Certificates by
such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency, in
each case, determined without regard for the Policy).
Eligible Funds: On any Distribution Date means the portion, if any, of the
--------------
Available Distribution Amount remaining after reduction by the sum of the Senior
Interest Distribution Amount, the Senior Principal Distribution Amount
(determined without regard to Section 4.02(a)(ii)(Y)(D)), the Class A-5
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E)) and the aggregate amount of Accrued Certificate Interest on the
Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
----------------
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
----------------------
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
-----------------
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
--------------------------
that exceeds the then applicable Special Hazard Amount.
Excess Spread: With respect to each Distribution Date, a per annum rate
-------------
equal to the weighted average, expressed as a percentage, of the Strip Rates on
the Certificates (other than
<PAGE>
the Class A-5 Certificates), weighted on the basis of the respective Certificate
Principal Balances of such Certificates, as of the close of business on the
immediately preceding Distribution Date, minus interest shortfalls allocated
thereto by operation of clauses (i)-(iv) of the definition of Accrued
Certificate Interest. The Excess Spread represents ownership of the following
four uncertificated regular interests in REMIC II, each designated as a regular
interest in REMIC II pursuant to Section 10.01(a) for purposes of the REMIC
Provisions: (i) 100% of the interest on Uncertificated REMIC I Regular Interest
S, (ii) the excess of the Uncertificated REMIC I Regular Interest T Pass-Through
Rate over the Class A-1 Certificate Pass-Through Rate applied to the Class A-1
Certificate Principal Balance, (iii) the excess of the Uncertificated REMIC I
Regular Interest U Pass-Through Rate over the Class A-2 Certificate Pass-Through
Rate applied to the Class A-2 Certificate Principal Balance and (iv) the excess
of the Uncertificated REMIC I Regular Interest V Pass-Through Rate over the
Class A-3 Certificate Pass-Through Rate applied to the Class A-3 Certificate
Principal Balance.
Excess Subordinate Principal Amount: With respect to any Distribution Date
-----------------------------------
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date (taking into account any amount which
would have been so distributable but for Section 4.02(b)(i)(E)) over (ii) the
excess, if any, of the Certificate Principal Balance of such class or classes of
Certificates immediately prior to such Distribution Date over the aggregate
amount of Realized Losses to be allocated to such classes of Certificates on
such Distribution Date.
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 which are otherwise covered by the fidelity bond and the
errors and omissions insurance policy 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;
<PAGE>
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combatting or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
--------------------
resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
----
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
-----
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
-----------------------
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch: Fitch Investors Service, Inc. or its successor in interest.
-----
FNMA: Federal National Mortgage Association, a federally chartered and
----
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
-------------------
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
-----------------
an amount equal to: (X) prior to the first anniversary of the Cut-off Date an
amount equal to 3.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination; (Y) from the first to the second 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) 2.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans
<PAGE>
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; and (Z) from the second to the fifth anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the Fraud Losses allocated
solely to one or more specific Classes of Certificates in accordance with
Section 4.05 since the most recent anniversary of the Cut-off Date up to such
date of determination. On and after the fifth anniversary of the Cut-off Date
the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
approval from the 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 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 Insurer.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
------------
origination of such Mortgage Loan.
Guaranteed Distributions: As defined in the Policy.
------------------------
High Cost Loan: The Mortgage Loans specified in Exhibit Q attached hereto
--------------
that are subject to special rules, disclosure requirements and other provisions
that were added to the Federal Truth in Lending Act by the Home Ownership and
Equity Protection Act of 1994.
Independent: When used with respect to any specified Person, means such a
-----------
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
-------------------------------------
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Insurance Account: The account or accounts created and maintained pursuant
-----------------
to Section 11.02, which shall be entitled "The First National Bank of Chicago,
as trustee, in trust for the registered holders of Residential Asset Securities
Corporation, Mortgage Pass-Through Certificates, Series 1996-KS2, Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class R-I and Class R-II, and
which must be an Eligible Account.
<PAGE>
Insurance Agreement: The Insurance and Indemnity Agreement, dated as of
-------------------
the Closing Date, among the Insurer, the Master Servicer and the Company.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
------------------
pursuant to any Primary Insurance Policy or any other related insurance policy
(excluding the Policy) covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee under the Mortgage, any Subservicer, the Master
Servicer or the Trustee and are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.
Insured Payment: With respect to the Class A Certificates and Class R
---------------
Certificates, as of any Distribution Date, any payment of Guaranteed
Distributions by the Insurer for such Distribution Date.
Insurer: Financial Security Assurance Inc. or its successors in interest.
-------
Insurer Default: The existence and continuance of any of the following:
---------------
(a) a failure by the Insurer to make a payment required under the Policy in
accordance with its terms; or (b)(i) the Insurer (A) files any petition or
commences any case or proceeding under any provision or chapter of the
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes
a general assignment for the benefit of its creditors, or (C) has an order for
relief entered against it under the Bankruptcy Code or any other similar federal
or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization which is final and nonappealable; or (ii) a court of competent
jurisdiction, the New York Department of Insurance or other competent regulatory
authority enters a final and nonappealable order, judgment or decree (A)
appointing a custodian, trustee, agent or receiver for the Insurer or for all or
any material portion of its property or (B) authorizing the taking of possession
by a custodian, trustee, agent or receiver of the Insurer (or the taking of
possession of all or any material portion of the property of the Insurer).
Late Collections: With respect to any Mortgage Loan, all amounts received
----------------
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
--------------------
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
-------------------
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes of
-------------
Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the
Certificate Principal Balance of
<PAGE>
each Class of Certificates representing a regular interest in REMIC II and the
Uncertificated Principal Balance of each REMIC I Regular Interest and the rights
to the Excess Spread would be reduced to zero, which is February 25, 2014, with
respect to the Class A-1 Certificates, November 25, 2022, with respect to the
Class A-2 Certificates, September 25, 2024, with respect to the Class A-3
Certificates and May 25, 2026, with respect to all other classes of
Certificates, which are the Distribution Dates immediately following the latest
scheduled maturity date of any Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
---------------
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc. or its successor in interest.
-------
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan,
--------
the mortgage, deed of trust or other comparable instrument creating a first lien
on an estate in fee simple or leasehold interest in real property securing a
Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
-------------
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
----------------------
Exhibit E (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state and zip
code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Adjusted Mortgage Rate as of the Cut-off Date rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
<PAGE>
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at
which the Servicing Fee accrues ("MSTR SERV FEE");
(xi) a code "T", "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence (the absence
of any such code means the Mortgage Loan is secured by a first residence); and
(xii) a code "N" under the column "OCCP CODE", indicating that
the Mortgage Loan is secured by a non-owner occupied residence (the absence of
any such code means the Mortgage Loan is secured by an owner occupied
residence).
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, with respect to each Mortgage Loan, each related Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
-------------
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
-------------
related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
------------------
Mortgagor: The obligor on a Mortgage Note.
---------
Net Mortgage Rate: With respect to each Mortgage Loan, the rate designated
-----------------
as the "NET MTG RT" for such Mortgage Loan on Exhibit E hereto. With respect to
each Mortgage Loan, a rate equal to the Adjusted Mortgage Rate minus the sum of
the per annum rate at which the Servicing Fee and the Certificate Insurer
Premium Rate accrue.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount
--------------------------
Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
---------------------------
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
------------------------
<PAGE>
Nonrecoverable Advance: Any Advance previously made or proposed to be made
----------------------
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds or REO Proceeds.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
----------------------------
reference thereto, is not subject to a Subservicing Agreement.
Notice: As defined in Section 4.04.
------
Officers' Certificate: A certificate signed by the Chairman of the Board,
---------------------
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee and the Insurer, as required by
this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
------------------
and the Master Servicer, and reasonably acceptable to the Insurer, who may be
counsel for the Company or the Master Servicer, provided that any opinion of
counsel (i) referred to in the definition of "Disqualified Organization" or (ii)
relating to the qualification of the Trust Fund as a REMIC or compliance with
the REMIC Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage, the
--------------------------
numerator of which is the aggregate Initial Certificate Principal Balance of
the Class A Certificates (other than the Class A-5 Certificates) and Class R
Certificates and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans (other than the related Discount Fraction of the
Discount Mortgage Loans), which is 95.0% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
-------------------------
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Owner or Holder: With respect to the Excess Spread, Residential Funding or
---------------
its designee, as the owner of all right, title and interest in and to the Excess
Spread. Solely for the purpose of giving any consent or direction pursuant to
this Agreement, as long as Residential Funding or any Affiliate thereof is
Master Servicer and the Excess Spread remains uncertificated, the Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Voting Rights necessary to effect any such consent or
direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or security
------------------
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
<PAGE>
Pass-Through Rate: With respect to the Class A Certificates (other than
-----------------
the Class A-5 Certificates), Class B Certificates and Class R Certificates and
any Distribution Date, the per annum rate set forth in the Preliminary Statement
hereto. The Class A-5 Certificates have no Pass-Through Rate and are not
entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any successor Paying
------------
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
-------------------
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. The Percentage Interest with respect to a Class R Certificate
shall be stated on the face thereof.
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to repurchase
such obligations are at the time rated by each Rating Agency in its highest
short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state thereof or of any domestic
branch of a foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust company (or,
if the only Rating Agency is Standard & Poor's, in the case of the
principal depository institution in a depository institution holding
company, debt obligations of the depository institution holding company) at
the date of acquisition thereof have been rated by each Rating Agency in
its highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the debt
obligations of such subsidiary are not separately rated, the applicable
rating shall be that of the bank holding company; and, provided further
that, if the original maturity of such short-term obligations of a domestic
branch of a foreign depository institution or trust company shall exceed 30
days, the short-term rating of such institution shall be A-1+ in the case
of Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States
or any state thereof
<PAGE>
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 rating available; and
(vi) other obligations or securities that are acceptable to the
Insurer and each Rating Agency as a Permitted Investment hereunder and will
not reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of
Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than
--------------------
a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
------
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Policy: The Certificate Guaranty Insurance Policy No. 50464-N issued by
------
the Insurer in respect of the Class A Certificates and the Class R Certificates,
a copy of which is attached hereto as Exhibit N.
Pool Stated Principal Balance: As to any date of determination, the
-----------------------------
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Premium Letter: The side letter between the Insurer and the Master
--------------
Servicer, dated the Closing Date, in respect of the Certificate Insurance
Premium.
Prepayment Assumption: A prepayment assumption of 100% CPM, used for
---------------------
determining the accrual of original issue discount and premium and market
discount on the Certificates for federal income tax purposes. 100% CPM assumes
a Constant Prepayment Rate ("CPR") of 4% per annum of the then outstanding
principal balance of such mortgage loans in the first month of the life of the
mortgage loans and an additional 1.818181% (precisely 20/11%)
<PAGE>
per annum in each month thereafter until the twelfth month. Beginning in the
twelfth month and in each month thereafter during the life of the mortgage
loans, 100% CPM assumes a CPR of 24% per annum each month.
Prepayment Distribution Percentage: With respect to any Distribution Date
----------------------------------
and each Class of Class B Certificates, under the applicable circumstances set
forth below, the respective percentages set forth below:
(i) For any Distribution Date:
(a) in the case of the Class of Class B Certificates then outstanding
with the lowest numerical designation and each other of such
Class of Class B Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of Class
B Certificates then outstanding with the lowest numerical
designation and (2) all other of such Classes of Class B
Certificates for which the respective Prepayment Distribution
Triggers have been satisfied; and
(b) in the case of each Class of Class B Certificates for which the
Prepayment Distribution Triggers have not been satisfied, 0%.
(ii) Notwithstanding the foregoing, if the application of the foregoing
percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of such
Class B Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution
Percentage of each other Class of such Class B Certificates (any such
Class, a "Non-Maturing Class") shall be recalculated in accordance
with the provisions in paragraph (i) above, as if the Certificate
Principal Balance of each Maturing Class had been reduced to zero
(such percentage as recalculated, the "Recalculated Percentage"); (c)
the total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a) of
this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class shall be
equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each Maturing
Class had not been reduced to zero, plus (2) the related Adjustment
Percentage.
<PAGE>
Prepayment Distribution Trigger: The Class B-2 Prepayment Distribution
-------------------------------
Trigger or Class B-3 Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
-----------------------------
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of interest accrued during the related
Accrual Period 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 interest accrued during the related Accrual Period 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 as indicated on Exhibit E with the exception of either code "23" or
"96" under the column "MI CO CODE".
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: The AlterNet Seller Guide for mortgage collateral sellers
-------------
that participate in Residential Funding's AlterNet Mortgage Program inclusive of
any subservicing arrangements which Residential Funding has arranged to
accommodate the servicing of such Mortgage Loans and including, for purposes of
this Agreement, such arrangements as Residential Funding has made with National
Mortgage Corporation, and in each case all supplements and amendments thereto
published by Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
--------------
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 3.21 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or at
the Net Mortgage Rate plus a rate per annum equal to the Certificate Insurer
Premium 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
<PAGE>
substitution, as confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding principal balance, after deduction of the principal
portion of the monthly payment due in the month of substitution (or in the case
of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such deduction), not in excess of
the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by Residential Funding, in the Custodial Account in
the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no
lower than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no
higher than that of the Deleted Mortgage Loan at the time of substitution; (iv)
have a remaining term to stated maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan; and (v) comply with each
representation and warranty set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement. Notwithstanding any other provisions
herein, (x) with respect to any Qualified Substitute Mortgage Loan substituted
for a Deleted Mortgage Loan which was a Discount Mortgage Loan, such Qualified
Substitute Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to
have a Discount Fraction equal to the Discount Fraction of the Deleted Mortgage
Loan; (y) in the event that the Structured Net Mortgage Rate of any Qualified
Substitute Mortgage Loan as calculated pursuant to the definition of Structured
Net Mortgage Rate is greater than the Structured Net Mortgage Rate of the
related Deleted Mortgage Loan; (i) the Structured Net Mortgage Rate of such
Qualified Substitute Mortgage Loan shall be equal to the Structured Net Mortgage
Rate of the related Deleted Mortgage Loan for purposes of calculating the Excess
Spread and (ii) the excess of the Structured Net Mortgage Rate on such Qualified
Substitute Mortgage Loan as calculated pursuant to the definition of Structured
Net Mortgage Rate over the Structured Net Mortgage Rate on the related Deleted
Mortgage Loan shall be payable pursuant to Section 4.02 hereof.
Rating Agency: With respect to the Certificates, Standard & Poor's and
-------------
Moody's. If either agency or a successor is no longer in existence, "Rating
Agency" shall be such statistical credit rating agency, or other comparable
Person, designated by the Company and the Insurer, notice of which designation
shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
-------------
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate plus the
Certificate Insurer Premium Rate from the Due Date as to which interest was last
paid or advanced to the Certificateholders and the Owner of the Excess Spread up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which has become the
subject of a Deficient
<PAGE>
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect
to each Mortgage Loan which has become the object of a Debt Service Reduction,
the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
-----------
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R-I
-------------------
Certificate or Class R-II Certificate.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
----------
amended.
REMIC: A "real estate mortgage investment conduit" within the meaning of
-----
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
-------------------
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, acceptable to the Insurer, subject to assumption
of the REMIC Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets, with respect to which a REMIC
-------
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the Custodial Account
or in the Certificate Account and identified as belonging to the Trust
Fund,
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders and the Owner of the
Excess Spread by foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Policy, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Certificates: The Class R-I Certificates.
--------------------
REMIC II: The segregated pool of assets consisting of the Uncertificated
--------
REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of
the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates and the Owner of the
Excess Spread pursuant to Section 2.06, with respect to which a separate REMIC
election is to be made.
<PAGE>
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class
---------------------
A-4, Class A-5, Class B-1, Class B-2, Class B-3 and the Class R-II Certificates.
REMIC Provisions: Provisions of the federal income tax law relating to
----------------
real estate mortgage investment conduits, which appear at Sections 860A through
860G of 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 and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
---------------
Trustee for the benefit of the Certificateholders and the Owner of the Excess
Spread of any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
---------------
Servicer that it has received 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 F hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any
-------------------------
insurance policy which is required to be maintained from time to time under this
Agreement 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.
<PAGE>
Rolling Three Month Delinquency Rate: As of any Distribution Date, the
------------------------------------
fraction, expressed as a percentage, equal to the average of the Delinquency
Ratio for each of the three (or one and two, in the case of the first and second
Distribution Dates) immediately preceding Due Periods.
Schedule of Discount Fractions: The schedule setting forth the Discount
------------------------------
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
------
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
------------------
Loans generally in the form of the seller contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to any
------------------------------------------
Distribution Date, the percentage indicated below:
<TABLE>
<CAPTION>
Distribution Date Senior Accelerated
- ------------------- Distribution Percentage
---------------------------------------------------------
<S> <C>
June 1996 through
May 2001 100%
June 2001 through
May 2002 Senior Percentage, plus 70% of the Subordinate Percentage
June 2002 through
May 2003 Senior Percentage, plus 60% of the Subordinate Percentage
June 2003 through
May 2004 Senior Percentage, plus 40% of the Subordinate Percentage
June 2004 through
May 2005 Senior Percentage, plus 20% of the Subordinate Percentage
June 2005 and
thereafter Senior Percentage
</TABLE>
provided, however, (i) that any scheduled reduction to the Senior Accelerated
- -------- -------
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the current aggregate Certificate Principal Balance of the
<PAGE>
Class B Certificates, is less than 50% or (Y) the outstanding principal balance
of Mortgage Loans delinquent 60 days or more averaged over the last six months,
as a percentage of the aggregate outstanding principal balance of all Mortgage
Loans averaged over the last six months, does not exceed 2% and (2) Realized
Losses on the Mortgage Loans to date for such Distribution Date if occurring
during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the Class B
Certificates or (b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage
Loans to date for any Distribution Date are less than 10% of the sum of the
Initial Certificate Principal Balances of the Class B Certificates and (ii) that
for any Distribution Date on which the Senior Percentage is greater than the
Original Senior Percentage, the Senior Accelerated Distribution Percentage for
such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the
reduction of the aggregate Certificate Principal Balance of the Class A
Certificates (other than the Class A-5 Certificates) and Class R Certificates to
zero, the Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
-----------------
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A Certificates (other than the Class
A-5 Certificates) and 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 (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
------------------------------------
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and (ii)(X) and (b) the sum of the amounts required to be distributed
to the Class A Certificateholders and Class R Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xi) and (xii).
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 in the performance by the Master Servicer 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: As indicated on Exhibit E hereto as the "MSTR SERV FEE,"
-------------
with respect to any Mortgage Loan and Distribution Date, the fee payable monthly
to the Master Servicer in respect of master servicing compensation that accrues
at an annual rate equal to 0.08% of the Stated Principal Balance of such
Mortgage Loan as of the related Due Date (or 0.25% with respect to four Mortgage
Loans as indicated on Exhibit E hereto), as may be adjusted pursuant to Section
3.16(e).
<PAGE>
Servicing Officer: Any officer of the Master Servicer involved in, or
-----------------
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee and the Insurer by the Master Servicer, as such list may from time
to time be amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
---------------------
$1,298,610 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 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 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 Insurer.
Special Hazard Loss: Any Realized Loss not in excess of the lesser of the
-------------------
cost of repair or the cost of replacement of a Mortgaged Property suffered by
such Mortgaged Property on account of direct physical loss, exclusive of (i) any
loss of a type covered by a hazard policy or a flood insurance policy required
to be maintained in respect of such Mortgaged Property pursuant to Section
3.12(a), except to the extent of the portion of such loss not covered as a
result of any coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Services, or its successor in
-----------------
interest.
Startup Day: The day designated as such pursuant to Article X hereof.
-----------
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
<PAGE>
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.
Strip Rate: On each class of Certificates (other than the Class A-5
----------
Certificates), the excess if any of (x) the weighted average, expressed as a
percentage, of the Structured Net Mortgage Rates of all Outstanding Mortgage
Loans 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
Structured Fractions of the Stated Principal Balances of such Mortgage Loans, as
of the close of business on the immediately preceding Distribution Date after
giving effect to distributions thereon allocable to principal, over (y) the
related Pass-Through Rate.
Structured Fraction: With respect to each Mortgage Loan, 100% minus the
-------------------
related Discount Fraction.
Structured Net Mortgage Rate: With respect to each Non-Discount Mortgage
----------------------------
Loan, the Net Mortgage Rate thereon and with respect to, Discount Mortgage Loan,
7.98%.
Subordinate Percentage: For any Distribution Date, 100% minus the Senior
----------------------
Percentage with respect to such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
-----------------------------------------
Distribution Date and each Class of Class B Certificates, (a) the sum of (i) the
product of (x) the related Class B Percentage for such Class and (y) the
aggregate of the amounts for such Distribution Date referred to in clauses (1),
(2) and (3) of Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share,
based on the Certificate Principal Balance of each Class of Class B Certificates
then outstanding, of the principal collections referred to in Section
4.02(a)(ii)(Y)(B) to the extent such collections are not otherwise distributed
to the Senior Certificates; (iii) the product of (x) the related Prepayment
Distribution Percentage, (y) 100% minus the Senior Accelerated Distribution
Percentage and (z) the aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to the Discount Mortgage Loans); (iv) if such Class is the most senior
Class of Certificates then outstanding (as established in Section 4.05 hereof),
any Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a subordinate
Class of Class B Certificates minus (b) any Excess Subordinate Principal Amount
not payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
-------- -------
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of
-------------------------
reference thereto, is subject to a Subservicing Agreement.
<PAGE>
Subservicer: Any Person with whom the Master Servicer has entered into a
-----------
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
-------------------
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in
--------------------
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
----------------------
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
----------------
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal Revenue Service
-----------
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders and the
Owner of the Excess Spread or filed with the Internal Revenue Service or any
other governmental taxing authority under any applicable provisions of federal,
state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
--------
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
----------
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
----------
Interest in a Certificate.
Trigger Event: As of any Determination Date, the occurrence of any of the
-------------
following scenarios:
(a) The Rolling Three-Month Delinquency Rate is greater than 10%;
<PAGE>
(b) The 12 Month Loss Amount is greater than or equal to 1.75% of the
aggregate Stated Principal Balance; or
(c) the aggregate Realized Losses on the Mortgage Loans exceed (a)
with respect to the first 12 Distribution Dates, 1.6875% of the aggregate
Cut-off Date Principal Balance, (b) with respect to the next 12
Distribution Dates, 2.3375% of the aggregate Cut-off Date Principal
Balance, (c) with respect to the next 12 Distribution Dates, 3.3125% of the
aggregate Cut-off Date Principal Balance, (d) with respect to the next 12
Distribution Dates, 3.9375% of the aggregate Cut-off Date Principal
Balance, and (e) with respect to all Distribution Dates thereafter, 4.75%
of the aggregate Cut-off Date Principal Balance.
Trust Fund: REMIC I and REMIC II. Neither the Policy, the Insurance
----------
Account nor any payment under the Policy shall be part of the Trust Fund.
12 Month Loss Amount: With respect to any Distribution Date, an amount
--------------------
equal to the aggregate of all Realized Losses on the Mortgage Loans during the
12 preceding Due Periods.
Uncertificated Accrued Interest: With respect to each Distribution Date,
-------------------------------
(i) as to Uncertificated REMIC I Regular Interest T, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-1 Certificates if the Pass-
Through Rate on such Class were equal to the Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest T, (ii) as to Uncertificated REMIC I
Regular Interest U, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-2 Certificates if the Pass-Through Rate on such Class were equal
to the Uncertificated Pass-Through Rate on Uncertificated REMIC I Regular
Interest U, (iii) as to Uncertificated REMIC I Regular Interest V, an amount
equal to the aggregate amount of Accrued Certificate Interest that would result
under the terms of the definition thereof on the Class A-3 Certificates if the
Pass-Through Rate on such Class were equal to the Uncertificated Pass-Through
Rate on Uncertificated REMIC I Regular Interest V, (iv) as to Uncertificated
REMIC I Regular Interest W, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-4 Certificates, if the Pass-Through Rate on such Class were equal
to the Uncertificated Pass-Through Rate on Uncertificated REMIC I Regular
Interest W, (v) as to Uncertificated REMIC I Regular Interest X, an amount equal
to the aggregate amount of Accrued Certificate Interest that would result under
the terms of the definition thereof on the Class B-1 Certificates, if the Pass-
Through Rate on such Class were equal to the Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest X, (vi) as to Uncertificated REMIC I
Regular Interest Y, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class B-2 Certificates, if the Pass-Through Rate on such Class were
equal to the Uncertificated Pass-Through Rate on Uncertificated REMIC I Regular
Interest Y and (vii) as to Uncertificated REMIC I Regular Interest Z, an amount
equal to the aggregate amount of Accrued Certificate Interest that would result
under the terms of the definition thereof on the Class B-3 Certificates, if the
Pass-Through Rate on such Class were equal to the Uncertificated Pass-Through
Rate on Uncertificated REMIC I Regular Interest Z. As to the Uncertificated
REMIC I Regular Interest S, an amount equal to one month's interest on the Non-
Discount Mortgage Loans at the respective Net
<PAGE>
Mortgage Rates for the related Non-Discount Mortgage Loans minus 7.98% and
reduced by any prepayment interest shortfalls or other reductions of interest
allocable to the Excess Spread. Uncertificated Accrued Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. In
each case, Uncertificated Accrued Interest will be reduced by the amount of all
shortfalls as provided in the definition of "Accrued Certificate Interest," on a
pro rata basis. The Uncertificated REMIC I Regular Interests P will not receive
any interest.
Uncertificated Principal Balance: With respect to each Uncertificated
--------------------------------
REMIC I Regular Interest on any date of determination, (i) an amount equal to
$352,608 with respect to Uncertificated REMIC I Regular Interest P, an amount
equal to $41,000,000 with respect to Uncertificated REMIC I Regular Interest T,
an amount equal to $28,000,000 with respect to Uncertificated REMIC I Regular
Interest U, $12,000,000 with respect to Uncertificated REMIC I Regular Interest
V, $14,086,733 with respect to Uncertificated REMIC I Regular Interest W,
$3,214,806 with respect to Uncertificated REMIC I Regular Interest X, $904,165
with respect to Uncertificated REMIC I Regular Interest Y, $904,163 with respect
to Uncertificated REMIC I Regular Interest Z, minus (ii) the sum of (x) the
aggregate of all amounts previously deemed distributed with respect to such
interest and applied to reduce the Uncertificated Principal Balance thereof
pursuant to Section 4.08(a)(ii) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses that were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to
Section 4.08(c). The Uncertificated REMIC I Regular Interest S does not have an
Uncertificated Principal Balance and will not receive payments of principal.
Uncertificated REMIC I Pass-Through Rate: With respect to (i)
----------------------------------------
Uncertificated REMIC I Regular Interest S, a per annum rate equal to the
applicable Net Mortgage Rate on the corresponding Non-Discount Mortgage Loans
minus 7.98%, (ii) Uncertified REMIC I Regular Interest T, Uncertified REMIC I
Regular Interest U, Uncertificated REMIC I Regular Interest V, Uncertified REMIC
I Regular Interest W, Uncertified REMIC I Regular Interest X, Uncertificated
REMIC I Regular Interest Y and Uncertificated REMIC I Regular Interest Z a per
annum rate equal to 7.98%. The Uncertificated REMIC I Regular Interest P does
not have a Pass-Through Rate and will not receive any interest.
Uncertificated REMIC I Regular Interest P: The 61 uncertificated partial
-----------------------------------------
undivided beneficial ownership interests in REMIC I, each relating to a
particular Discount Mortgage Loan, each having a principal balance equal to the
Discount Fraction of the related Discount Mortgage Loan, and bearing no interest
for the related Discount Mortgage Loan.
Uncertificated REMIC I Regular Interest S: The 912 uncertificated partial
-----------------------------------------
undivided beneficial ownership interests in REMIC I, each relating to a
particular Non-Discount Mortgage Loan and each bearing interest at a per annum
rate equal to the respective Net Mortgage Rate for the related Non-Discount
Mortgage Loan minus 7.98% applied to the Stated Principal Balance of the related
Non-Discount Mortgage Loan.
Uncertificated REMIC I Regular Interest T: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Certificate
<PAGE>
Principal Balance of the Class A-1 Certificates and which bears interest at a
per annum rate equal to 7.98%.
Uncertificated REMIC I Regular Interest U: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Certificate Principal Balance of the Class A-2 Certificates and
which bears interest at a per annum rate equal to 7.98%.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Certificate Principal Balance of the Class A-3 Certificates and
which bears interest at a per annum rate equal to 7.98%.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Certificate Principal Balance of the Class A-4 Certificates and
which bears interest at a per annum rate equal to 7.98%.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Certificate Principal Balance of the Class B-1 Certificates and
which bears interest at a per annum rate equal to 7.98%.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Certificate Principal Balance of the Class B-2 Certificates and
which bears interest at a per annum rate equal to 7.98%.
Uncertificated REMIC I Regular Interest Z: An uncertificated partial
-----------------------------------------
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Certificate Principal Balance of the Class B-3 Certificates and
which bears interest at a per annum rate equal to 7.98%.
Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I
----------------------------------------
Regular Interests P, Uncertificated REMIC I Regular Interests S, Uncertificated
REMIC I Regular Interest T, Uncertificated REMIC I Regular Interest U,
Uncertificated REMIC I Regular Interest V, Uncertificated REMIC I Regular
Interest W, Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I
Regular Interest Y and the Uncertificated REMIC I Regular Interest Z, each
designated as a regular interest in REMIC I pursuant to Section 10.01(a) for
purposes of the REMIC Provisions.
Uncertificated REMIC I Regular Interests Distribution Amounts: The
-------------------------------------------------------------
Uncertificated REMIC I Regular Interest P Distribution Amount,
Uncertificated REMIC I Regular Interest S Distribution Amount, Uncertificated
REMIC I Regular Interest T Distribution Amount, Uncertificated REMIC I Regular
Interest U Distribution Amount, Uncertificated REMIC I Regular Interest V
Distribution Amount, Uncertificated REMIC I Regular Interest W Distribution
Amount, Uncertificated REMIC I Regular Interest X Distribution Amount,
<PAGE>
Uncertificated REMIC I Regular Interest Y Distribution Amount and Uncertificated
REMIC I Regular Interest Z Distribution Amount.
Uncertificated REMIC I Regular Interest P Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest P for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest S Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest S for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest T Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest T for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest U Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest U for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Z Distribution Amount: With
-------------------------------------------------------------
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Z for such
Distribution Date pursuant to Section 4.08(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
-------------------------------------------------------
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
---------------
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
<PAGE>
United States Person: A citizen or resident of the United States, a
--------------------
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includable in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
The term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.
Voting Rights: The portion of the voting rights of all of the Certificates
-------------
which is allocated to any Certificate. 98% of all of the Voting Rights shall be
allocated among Holders of each Class of Certificates, other than the Class R-I
Certificates and Class R-II Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1.0% of all
Voting Rights shall be allocated to the Owner of the Excess Spread and the
Holders of the Class R-I Certificates and Class R-II Certificates shall be
entitled to 0.5% and 0.5% of all of the Voting Rights, respectively, allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interest.
<PAGE>
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, and contemporaneously with the
delivery of this Agreement the Company delivered or caused to be delivered
hereunder to 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;
(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;
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded; and
(vi) With respect to any High Cost Loan, the notice to assignees
that the Mortgage Loan is subject to special truth in lending rules, to the
extent required by applicable law.
<PAGE>
(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 and the Owner of the Excess Spread until such time as is set
forth below. Within ten Business Days following the earlier of (i) the receipt
of the original of each of the documents or instruments set forth in Section
2.01(b)(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) Moody's, if it is one of the Rating Agencies, (ii) the Trustee and (iii)
each Custodian a report setting forth the status of the documents which it is
holding pursuant to this Section 2.01(c).
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement, as the case may be, has been delivered
for recordation, the Company shall deliver or cause to be delivered to the
Trustee or the respective Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (iii) of
Section 2.01(b), except in states where, in the opinion of counsel acceptable to
the Trustee, the Insurer and the Master Servicer, such recording is not required
to protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan.
Any of the items set forth in Section 2.01(b) that may be delivered as a
copy rather than the original may be delivered in microfiche form.
The Company shall deliver to the Trustee or the Custodian within 120 days
of the Closing Date the original or a copy of the title insurance policy, with
respect to each Mortgaged Property that is delivered to the Seller at
origination of the Mortgage Loan, to the extent the Company has such title
insurance policy in its possession as of the Closing Date. The Company or the
Master Servicer shall hold in trust for the use and benefit of all present and
future Certificateholders and the Insurer, the original or a copy of the title
insurance binder with respect to each Mortgaged Property that is delivered to
the Seller at origination of the Mortgage Loan, to
<PAGE>
the extent the Company or the Master Servicer, as applicable,
has such title insurance binder in its possession as of the Closing Date.
(e) It is intended that the conveyances by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 and the Uncertificated
REMIC I Regular Interests as provided for in Section 2.06 be construed as a sale
by the Company to the Trustee of the Mortgage Loans and the Uncertificated REMIC
I Regular Interests for the benefit of the Certificateholders and the Owner of
the Excess Spread. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans and the Uncertificated REMIC I
Regular Interests by the Company to the Trustee to secure a debt or other
obligation of the Company. However, in the event that the Mortgage Loans and
the Uncertificated REMIC I Regular Interests are held to be property of the
Company or of Residential Funding, or if for any reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans and the
Uncertificated REMIC I Regular Interests, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Sections 2.01 and 2.06 shall be deemed to be (1) a grant by the
Company to the Trustee of a security interest in all of the Company's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
related Mortgage Note, the Mortgage, any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof, (C) the Uncertificated
REMIC I Regular Interests and (D) any and all general intangibles consisting 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
<PAGE>
such throughout the term of this Agreement. Without limiting the generality of
the foregoing, the Company shall prepare and deliver to the Trustee not less
than 15 days prior to any filing date and, the Trustee shall forward for filing,
or shall cause to be forwarded for filing, at the expense of the Company, all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect the Trustee's security interest in or lien on the Mortgage Loans as
evidenced by an Officer's Certificate of the Company, with a copy delivered to
the Insurer, including without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any change of name of
Residential Funding, the Company or the Trustee (such preparation and filing
shall be at the expense of the Trustee, if occasioned by a change in the
Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Company or (3) any transfer
of any interest of Residential Funding or the Company in any Mortgage Loan.
Section 2.02. Acceptance by Trustee.
---------------------
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders and the Owner of the Excess
Spread. The Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for the benefit of the Certificateholders and the
Owner of the Excess Spread, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the
Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in
Section 2.01(c) above. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees to review each Mortgage File
delivered to it pursuant to Section 2.01(c) within 45 days after receipt thereof
to ascertain that all documents required to be delivered pursuant to such
Section have been received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within
<PAGE>
60 days from the date the Master Servicer was notified of such omission or
defect and, if such Subservicer or Seller does not correct or cure such omission
or defect within such period, that such Subservicer or Seller purchase such
Mortgage Loan from REMIC I at its Purchase Price, in either case within 90 days
from the date the Master Servicer was notified of such omission or defect. The
Purchase Price for any such Mortgage Loan, whether purchased by the Seller or
the Subservicer, shall be deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Seller or its designee or the Subservicer or its designee, as the case may
be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to the Certificateholders and the Owner of the
Excess Spread or the Trustee on behalf of the Certificateholders and such Owner
(except for the Insurer's rights under the Insurance Agreement).
Section 2.03. Representations, Warranties and Covenants of the Master
-------------------------------------------------------
Servicer and the Company.
------------------------
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders, the Owner of the Excess Spread and the
Insurer that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material contract,
agreement or other instrument to which the Master Servicer is a party or
which may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
<PAGE>
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate of
the Company or the Trustee by the Master Servicer will, to the knowledge of
the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Insurer, the
Trustee or any Custodian of a breach of any representation or warranty set forth
in this Section 2.03(a) which materially and adversely affects the interests of
the Certificateholders, Owner of the Excess Spread or the Insurer in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its receipt of notice of such
breach, the Master Servicer shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with respect to a Mortgage
Loan or a related document, purchase such Mortgage Loan from the Trust Fund at
the Purchase Price and in the manner set forth in Section 2.02. 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,
the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner (except for the Insurer's rights under Section
3.03(b) of the Insurance Agreement).
(b) The Company hereby represents and warrants to the Trustee for the
benefit of the Certificateholders, the Owner of the Excess Spread and the
Insurer that, immediately prior to the assignment of the Mortgage Loans to the
Trustee, the Company had good title to, and was
<PAGE>
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 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, the Owner of the Excess Spread
or the Insurer in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (including the Insurer) (any
Custodian being so obligated under a Custodial Agreement). 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 and the Owner of the Excess Spread (other than the
Insurer) or the Trustee on behalf of the Certificateholders and such Owner
(other than the Insurer). Notwithstanding the foregoing, the Company shall not
be required to cure breaches or purchase or substitute for Mortgage Loans as
provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers; Additional
-----------------------------------------------------
Repre- sentations and Warranties of Residential Funding.
-------------------------------------------------------
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders and the Owner of the Excess Spread all of its right, title
and interest in respect of the Assignment Agreement and each Seller's Agreement
applicable to a Mortgage Loan. Insofar as the Assignment Agreement or such
Seller's Agreement relates to the representations and warranties made by
Residential Funding or the related Seller in respect of such Mortgage Loan and
any remedies provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the Master
Servicer on behalf of the Trustee, the Certificateholders and the Owner of the
Excess Spread. Upon the discovery by the Company, the Master Servicer, the
Trustee, the Insurer or any Custodian of a breach of any of the representations
and warranties made in a Seller's Agreement or the Assignment Agreement in
respect of any Mortgage Loan which materially and adversely affects the
interests of the Certificateholders or the Owner of the Excess Spread or the
Insurer in such Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (including the Insurer) (any
Custodian being so obligated under a Custodial Agreement). The Master Servicer
shall promptly notify the related
<PAGE>
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, the Owner of the Excess Spread and the Insurer each of
the representations and warranties set forth in Exhibit O hereto. Upon the
discovery by the Company, the Master Servicer, the Trustee, the 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 Insurer in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties and the
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 representation any warranty of
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
and the Owner of the Excess Spread with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders and the Owner of the Excess Spread will include the Monthly
Payment due on a Deleted Mortgage Loan for such month and thereafter Residential
Funding shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended
the Mortgage Loan Schedule, and , if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the Schedule of Discount Fractions for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions,
to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan
or Loans shall be subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related Seller shall be deemed to
have made the representations and warranties with respect to the
<PAGE>
Qualified Substitute Mortgage Loan made in the related Seller Agreements as of
the date of substitution, Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in Exhibit O hereto, as of the date of substitution, and the
covenants, representations and warranties set forth in this Section 2.04, 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 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 and the Owner of
the Excess Spread (other than the Insurer) or the Trustee on behalf of
Certificateholders and such Owner (other than the Insurer). If the Master
Servicer is Residential Funding, then the Trustee shall also have the right to
give the notification and require the purchase or substitution provided for in
the second preceding paragraph in the event of such a breach of a representation
or warranty made by Residential Funding in the Assignment Agreement. In
connection with the purchase of or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential Funding all of the
right, title and interest in respect of the Seller's Agreement and the
Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Issuance of Certificates Evidencing Interests in REMIC
------------------------------------------------------
I Certificates.
--------------
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in REMIC I, receipt of which is hereby acknowledged. Concurrently with
such delivery and in exchange therefor, the Trustee, pursuant to the written
request of the Company executed by an officer of the Company has executed and
caused to be authenticated and delivered to or upon the order of the Company the
Class R-I
<PAGE>
Certificates in authorized denominations which together with the Uncertificated
REMIC I Regular Interests, evidence ownership of REMIC I. The rights of the
Class R-I Certificateholders and REMIC II to receive distributions from the
proceeds of REMIC I in respect of the Class R-I Certificates and the
Uncertificated REMIC I Regular Interests, and all ownership interests of the
Class R-I Certificateholders and REMIC II in such distributions, shall be as set
forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I Regular Interests;
-------------------------------------------------------
Acceptance by the Trustee.
-------------------------
The Company, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Company in and to the Uncertificated REMIC I Regular
Interests to the Trustee for the benefit of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class B-1, Class B-2, Class B-3, Class R-II
Certificateholders and the Owner of the Excess Spread. The Trustee acknowledges
receipt of the Uncertificated REMIC I Regular Interests and declares that it
holds and will hold the same in trust for the exclusive use and benefit of all
present and future Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
B-1, Class B-2, Class B-3, Class R-II Certificateholders and the Owner of the
Excess Spread. The rights of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class B-1, Class B-2, Class B-3, Class R-II Certificateholders and
the Owner of the Excess Spread to receive distributions from the proceeds of
REMIC II in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-
5, Class B-1, Class B-2, Class B-3, Class R-II Certificates and the Excess
Spread, and all ownership interests of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class B-1, Class B-2, Class B-3, Class R-II
Certificateholders and the Owner of the Excess Spread in such distributions,
shall be as set forth in this Agreement.
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC
-----------------------------------------------------
II.
--
The Trustee acknowledges the assignment to it of the Uncertificated REMIC I
Regular Interests and, concurrently therewith and in exchange therefor, pursuant
to the written request of the Company executed by an officer of the Company, the
Trustee has executed and caused to be authenticated and delivered to or upon the
order of the Company, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates in authorized
denominations, which together with the Excess Spread evidence ownership of the
entire REMIC II.
<PAGE>
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. The Master Servicer will, to the extent consistent
with the servicing standards set forth herein, take whatever actions as may be
necessary to file a claim under or enforce or allow the Trustee to file a claim
under or enforce any title insurance policy with respect any Mortgage Loan
including, without limitation, joining in or causing any Seller or Subservicer
(or any other party in possession of any title insurance policy) to join in any
claims process, negotiations, actions or proceedings necessary to make a claim
under or enforce any title insurance policy. Notwithstanding 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 of any Mortgage Loan that would
(i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of
the Code (or final or temporary Treasury regulations, or proposed Treasury
regulations with a proposed effective date that would make them applicable to
such modification, waiver or amendment promulgated thereunder) (other than in
connection with a proposed conveyance or assumption of such Mortgage Loan that
is treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof)
or (ii) cause either REMIC I or REMIC II 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. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer shall act reasonably and in
good faith and, to the extent not
<PAGE>
inconsistent with this Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and administering
the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer
may perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, 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).
Section 3.02. Subservicing Agreements Between Master Servicer and
---------------------------------------------------
Sub- servicers; 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 and are not inconsistent with
this Agreement and as the Master Servicer and the Subservicer have agreed. With
the approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers, but such Subservicer will remain obligated
under the related Subservicing Agreement. The Master Servicer and a Subservicer
may enter into amendments thereto or a different form of Subservicing Agreement,
and the form referred to or included in the Program Guide is merely provided for
information and shall not be deemed to limit in any respect the discretion of
the Master Servicer to modify or enter into different Subservicing Agreements;
provided, however, that any such amendments or different forms shall be
consistent with and not violate the provisions of either this Agreement or the
Program Guide in a manner which would materially and adversely affect the
interests of the Certificateholders or the Owner of the Excess Spread.
<PAGE>
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee, the Certificateholders and the Owner of the Excess
Spread, shall use its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each Seller under
the related Seller's Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
----------------------
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will 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.
<PAGE>
Section 3.04. Liability of the Master Servicer.
--------------------------------
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee, the
Insurer, Certificateholders and the Owner of the Excess Spread for the servicing
and administering of the Mortgage Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or liability by virtue of
such Subservicing Agreements or arrangements or by virtue of indemnification
from the Subservicer or the Company and to the same extent and under the same
terms and conditions as if the Master Servicer alone were servicing and
administering the Mortgage Loans. The Master Servicer shall be entitled to
enter into any agreement with a Subservicer or Seller for indemnification of the
Master Servicer and nothing contained in this Agreement shall be deemed to limit
or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and
---------------------------------------------------
Trustee, Certificateholders or the Owner of the Excess
------------------------------------------------------
Spread.
------
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee,
Certificateholders and the Owner of the Excess Spread shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer in its capacity as such except as
set forth in Section 3.06. The foregoing provision shall not in any way limit a
Subservicer's obligation to cure an omission or defect or to repurchase a
Mortgage Loan as referred to in Section 2.02 hereof.
Section 3.06. 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 Insurer at a time
<PAGE>
when the 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.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage, or the interest of the Certificateholders or the Owner of the Excess
Spread. In the event of any such arrangement, the Master Servicer shall make
timely Advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Insurer, the Owner of the Excess Spread and the Holders of the Classes of
Certificates affected thereby. 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 in the
best interests of the Insurer, Certificateholders or the Owner of the Excess
Spread (taking into account any estimated Realized Loss that might result absent
such action), provided, however, that the Master Servicer may not modify
materially or permit any Subservicer to modify any Mortgage Loan, including
without limitation any modification that would change the Mortgage Rate, forgive
the payment of any principal or interest (unless in connection with the
liquidation of the related Mortgage Loan, except in connection with prepayments
to the extent that such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage Loan, unless
such Mortgage Loan is in default or, in the judgment of the Master Servicer,
such default is reasonably foreseeable. In connection with any Curtailment of a
Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be re-amortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Amount thereof by
the original Maturity Date based on the original Mortgage Rate; provided, that
such reamortization shall not be permitted if it would constitute a reissuance
of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date
<PAGE>
(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; and
(v) Any amounts required to be deposited pursuant to Section
3.07(c).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04, and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so.
If the Master Servicer so elects, such amounts will be deemed to have been
received (and any related Realized Loss shall be deemed to have occurred) on the
last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to
<PAGE>
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
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
<PAGE>
for the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals
of amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
-----------------------------------------------
Regarding the Mortgage Loans.
----------------------------
In the event that compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy
any such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
------------------------------------------------
<PAGE>
(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, 3.12(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 a rate per annum equal to the sum of the Net Mortgage Rate plus
the Certificate Insurer Premium 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 the Certificateholders or the Owner of the Excess Spread
as of the date on which the related Stated Principal Balance or Purchase
Price is determined;
<PAGE>
(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 Section 3.14(c), 6.03,
10.01 or otherwise;
(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 amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders and the Owner of the Excess Spread (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
-----------------------------------------
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a Loan-to-
Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall 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
<PAGE>
effect at the date of the initial issuance of the Certificates and is required
to be kept in force hereunder unless the replacement Primary Insurance Policy
for such canceled or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for mortgage pass-
through certificates having a rating equal to or better than the lower of the
then-current rating or the rating assigned to the Certificates as of the Closing
Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee, the Certificateholders and the Owner of the Excess Spread,
claims to the insurer under any Primary Insurance Policies, in a timely manner
in accordance with such policies, and, in this regard, to take or cause to be
taken such reasonable action as shall be necessary to permit recovery under any
Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 3.07, any Insurance Proceeds collected by or remitted to the Master
Servicer under any Primary Insurance Policies shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10.
<PAGE>
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 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 and the Owner of the Excess Spread, be added
to the amount owing under the Mortgage Loan, notwithstanding that the terms of
the Mortgage Loan so permit. Such costs shall be recoverable by the Master
Servicer out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It
is understood and agreed that no earthquake or other additional insurance is to
be required of any Mortgagor or maintained on property acquired in respect of a
Mortgage Loan other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.
When the improvements securing a Mortgage Loan are located at the time of
origination of such Mortgage Loan in a federally designated special flood hazard
area, the Master Servicer shall cause flood insurance (to the extent available)
to be maintained in respect thereof. Such flood insurance shall be in an amount
equal to the lesser of (i) the amount required to compensate for any loss or
damage to the Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program (assuming that the area in which such
Mortgaged Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket
fire insurance policy with extended coverage insuring against hazard losses on
all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the
Certificate Account Deposit Date next preceding the Distribution Date which
occurs in the month following the month in which payments under any such policy
would have been deposited in the Custodial Account. In connection with its
activities as administrator and servicer of the
<PAGE>
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee, the Certificateholders and the Owner of the Excess Spread, claims under
any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
--------------------------------------------------
Modification Agreements; Certain Assignments.
--------------------------------------------
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption which
the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring, legal
action to declare invalid or otherwise avoid enforcement of a due-on-sale
clause contained in any Mortgage Note or Mortgage, the Master Servicer
shall not be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or
<PAGE>
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 either REMIC I or REMIC II 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, either of REMIC I or REMIC II 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 L, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that
<PAGE>
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.
<PAGE>
Section 3.14. Realization Upon Defaulted Mortgage Loans.
-----------------------------------------
<PAGE>
(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 or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes or the Insurer after reimbursement to itself for such expenses or
charges and (ii) that such expenses and charges will be recoverable to it
through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting
which it shall have priority for purposes of withdrawals from the Custodial
Account pursuant to Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance Proceeds or
REO Proceeds). In the event of such a determination by the Master Servicer
pursuant to this Section 3.14(a), the Master Servicer shall be entitled to
reimbursement of 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.
<PAGE>
(b) In the event that title to any Mortgaged Property is acquired by REMIC
I as an REO Property by foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be issued to the Trustee or to its nominee on
behalf of the Certificateholders and the Owner of the Excess Spread.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such REO Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage Loan held in REMIC I until
such time as the REO Property shall be sold. Consistent with the foregoing for
purposes of all calculations hereunder so long as such REO Property shall be
considered to be an Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the related Mortgage Note
shall have been discharged, such Mortgage Note and the related amortization
schedule in effect at the time of any such acquisition of title (after giving
effect to any previous Curtailments and before any adjustment thereto by reason
of any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period) remain in effect.
(c) In the event that REMIC I acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer, on behalf of REMIC I, shall sell any REO Property either
(i) within two years after its acquisition by REMIC I 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
REMIC I 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 REMIC I 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 REMIC I 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 shall be acquired by, or rented (or allowed to
continue to be rented) or otherwise used by or on behalf of, the Trust Fund in
such circumstances or 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 (unless all such REO Property not treated as
"foreclosure property" held by the REMIC at any given time constitutes not more
than a de minimis amount of the assets of the REMIC within the meaning of
Section 1.860D-1(b)(3)(i) and (ii) of the Treasury Regulations), or (ii) subject
REMIC I to the imposition of any federal taxes including any taxes imposed by
reason of Sections 860F and 860G(c) of the Code, unless the Master Servicer has
agreed to indemnify and hold harmless REMIC I with respect to the imposition of
any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders and the Owner of the
Excess Spread to the extent of accrued and unpaid interest on the Mortgage Loan,
and any related REO Imputed Interest, at the Net Mortgage Rate to the Due Date
prior to the Distribution Date on which such amounts are to be distributed;
third,
<PAGE>
to the Certificateholders or to the Insurer, to the extent any Insured
Payment was made in respect of such Realized Loss as a recovery of principal on
the Mortgage Loan (or REO Property), allocated first to the Class A Certificates
and Class R Certificates pro rata, then to the Class B Certificates in numerical
order (provided that if any such Class of Certificates to which such Realized
Loss was allocated is not longer outstanding, such subsequent recovery shall be
distributed to the persons who were the Holders of such Class of Certificates
when it was retired); fourth, to all Servicing Fees and Subservicing Fees
payable therefrom (and the Master Servicer and the Subservicer shall have no
claims for any deficiencies with respect to such fees which result from the
foregoing allocation); fifth, to the Insurer for reimbursement for any payments
made pursuant to the Policy to the extent not reimbursed pursuant to Section
4.02(a); and sixth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
-----------------------------------------------
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit F
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 F 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
<PAGE>
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). 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 a per annum rate equal to the
related Net Mortgage Rate, the Master Servicer shall be entitled to retain
therefrom and to pay to itself and/or the related Subservicer, any Foreclosure
Profits and any Servicing Fee or Subservicing Fee considered to be accrued but
unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, 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 clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for
<PAGE>
the period ending on each Distribution Date shall be reduced (but not below
zero) by an amount equal to Compensating Interest (if any) for such Distribution
Date. Such reduction shall be applied during such period as follows: first, to
any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled
pursuant to Section 3.10(a)(iii); second, to any income or gain realized from
any investment of funds held in the Custodial Account or the Certificate Account
to which the Master Servicer is entitled pursuant to Sections 3.07(c) or
4.01(c), respectively; and third, to any amounts of servicing compensation to
which the Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In
making such reduction, the Master Servicer (i) will not withdraw from the
Custodial Account any such amount representing all or a portion of the Servicing
Fee to which it is entitled pursuant to Section 3.10(a)(iii); (ii) will not
withdraw from the Custodial Account or Certificate Account any such amount to
which it is entitled pursuant to Section 3.07(c) or 4.01(c) and (iii) will not
withdraw from the Custodial Account any such amount of servicing compensation to
which it is entitled pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
--------------------------------------
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
---------------------------------
The Master Servicer will deliver to the Company, the Trustee and the
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 related to its servicing of
mortgage loans 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 complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and that no Trigger Event has occurred, or if a Trigger Event has
occurred, specifying the nature thereof, such statement with respect to a
Trigger Event may be delivered as a separate Officers' Certificate, and (iii) to
the best of such officers' knowledge, each Subservicer has complied in all
material respects with the minimum servicing standards set forth in the Uniform
Single Attestation Program for Mortgage Bankers and has fulfilled all of its
material obligations under its Subservicing Agreement in all material respects
throughout such year, or if there has been material noncompliance with such
servicing standards or a material default in the fulfillment of such obligations
relating to this Agreement, specifying such statement shall include a
description
<PAGE>
of such noncompliance or specify each such default, as the case may be, known to
such officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing
------------------------------------------------
Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants which is a member
of the American Institute of Certified Public Accountants to furnish a report to
the Company, the Trustee and the Insurer stating its opinion that, on the basis
of an examination conducted by such firm substantially in accordance with
standards established by the American Institute of Certified Public Accountants,
the assertions made pursuant to Section 3.18 regarding compliance with the
minimum servicing standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Right of the Company in Respect of the Master
---------------------------------------------
Servicer.
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The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Insurer hereby is
so identified. The Company may, but is not obligated to, enforce the
obligations of the Master Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer hereunder or exercise the rights of the Master Servicer hereunder;
provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Company or its
designee. The Company shall not have 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.
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS AND
THE OWNER OF THE EXCESS SPREAD
Section 4.01. Certificate Account.
-------------------
(a) The Master Servicer acting as agent of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount that the Master Servicer
is not permitted to withdraw from the Certificate Account pursuant to Section
3.16(e), (iv) any amount required to be deposited in the Certificate Account
pursuant to Section 4.07, (v) any amount required to be deposited in the
Certificate Account pursuant to Section 9.01 and (vi) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
In addition, as and to the extent required pursuant to Section 11.02 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. Such amount shall be
applied by the Trustee in accordance with Section 11.02.
(b) On each Distribution Date, prior to making any other distributions
referred to in Section 4.02 herein, the Trustee shall withdraw from the
Certificate Account and pay to the Insurer, by wire transfer of immediately
available funds in accordance with the Premium Letter, 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 and the Owner of
the Excess Spread, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that (i) any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date and (ii) any other
investment may mature on such Distribution Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the Certificates) and shall not be
sold or disposed of prior to maturity. 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.
<PAGE>
Section 4.02. Distributions.
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(a) On each Distribution Date, the Master Servicer on behalf of the Trustee
or the Paying Agent appointed by the Trustee shall distribute to each
Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (based on the aggregate of
the Percentage Interests represented by Certificates of the applicable Class
held by such Holder) of the following amounts, in the following order of
priority subject to the provisions of Section 4.02(b)), in each case to the
extent of the Available Distribution Amount;
(i) to the Class A Certificateholders (other than the Class A-5
Certificateholders), Class R Certificateholders and the Owner of the Excess
Spread, on a pro rata basis based on Accrued Certificate Interest payable
thereon and the amount of such Excess Spread with respect to such
Distribution Date, Accrued Certificate Interest on such Classes of
Certificates and such Excess Spread, as applicable, for such Distribution
Date, plus any Accrued Certificate Interest or Excess Spread thereon
remaining unpaid from any previous Distribution Date except as provided in
the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-5 Certificateholders, the Class A-5
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than the Class A-5
Certificateholders) and Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii) and Section 4.02(c), the sum of
the following (applied to reduce the Certificate Principal Balances of such
Class A or Class R Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the sum of
the following:
(1) the principal portion of each Monthly Payment due during the
related Due Period on each Outstanding Mortgage Loan (other than the
related Discount Fraction of the principal portion of such payments
with respect to a Discount Mortgage Loan), whether or not received on
or prior to the related Determination Date, minus the principal
portion of any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service Reductions with
respect to each Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan repurchased
during the related Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b)) pursuant to Section
2.02, 2.03, 2.04 or 4.07 and
<PAGE>
the amount of any shortfall deposited in the Custodial Account in
connection with the substitution of a Deleted Mortgage Loan pursuant
to Section 2.03 or 2.04 during the related Prepayment Period (other
than the related Discount Fraction of such Stated Principal Balance or
shortfall with respect to a Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled collections
(other than Principal Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or REO Disposition of a
Mortgage Loan described in Section 4.02(a)(ii)(Y)(B), including
without limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to the
extent applied by the Master Servicer as recoveries of principal of
the related Mortgage Loan pursuant to Section 3.14 (other than the
related Discount Fraction of the principal portion of such unscheduled
collections with respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash Liquidation or
a REO Disposition occurred during the related Prepayment Period (or was
deemed to have occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (a) the Senior Percentage for such Distribution Date
times the Stated Principal Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated Principal Balance, with respect to
a Discount Mortgage Loan) and (b) the Senior Accelerated Distribution
Percentage for such Distribution Date times the related unscheduled
collections (including without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan pursuant to Section
3.14 (in each case, other than the related Discount Fraction of the
principal portion of such unscheduled collections, with respect to a
Discount Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments in Full
and Curtailments received in the related Prepayment Period (other than the
related Discount Fraction of such Principal Prepayments in Full and
Curtailments, with respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution
Date;
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and
(C) of this Section 4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that such amounts are
not attributable to Realized Losses which have been allocated to the Class
B Certificates;
(iii) if the Certificate Principal Balances of the Class B
Certificates have not been reduced to zero, to the Master Servicer or a
Subservicer, by remitting for deposit to
<PAGE>
the Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or in part
following the Cash Liquidation or REO Disposition of such Mortgage Loan or
REO Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class 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;
(v) to the Holders of the Class B-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-5 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (viii) and (ix) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(vi) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class B-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-5 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(viii) and (ix) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(viii) to the Holders of the Class B-3 Certificates, an amount equal
to (x) the Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below minus (y) the amount
of any Class A-5 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates to the extent the
amounts available pursuant to clause (x) of Section 4.02(a)(ix) is
insufficient therefor;
(ix) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-5 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(x) to the Insurer, to reimburse the Insurer for claims under the
Policy, to the extent of Cumulative Insurance Payments (other than
Cumulative Insurance Payments resulting from payments made after, and
during the continuance of, an Insurer Default on the Senior Certificates);
<PAGE>
(xi) to the Class A Certificateholders (other than the Class A-5
Certificateholders) and Class R Certificateholders in the priority set
forth in Section 4.02(b) and 4.02(c), the portion, if any, of the Available
Distribution Amount remaining after the foregoing distributions, applied to
reduce the Certificate Principal Balances of such Class A Certificates and
Class R Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of Class A
Certificates (other than the Class A-5 Certificates) and Class R
Certificates, and thereafter, to each such Class of Class B Certificates
then outstanding beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount remaining
after the Class A Certificates (other than the Class A-5 Certificates) and
Class R 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
(xii) to the Class R-I Certificateholders, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class A and Class R Certificates, Accrued Certificate
Interest thereon remaining unpaid and Excess Spread remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest or Excess Spread was attributable to
interest shortfalls relating to Nonrecoverable Advances as determined by the
Master Servicer with respect to the related Mortgage Loan where such Mortgage
Loan has not yet been the subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates and Class R
Certificates on each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date will be made as follows:
(i) first, to the Class A-5 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-5
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of each
Monthly Payment on each Discount Mortgage Loan due during the related
Due Period, whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the principal
portion of any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of all
unscheduled collections on each Discount Mortgage Loan received during
the preceding calendar month (other than amounts received in
connection with a Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including Principal
Prepayments in Full, Curtailments and
<PAGE>
repurchases (including deemed repurchases under Section 3.07(b)) of
Discount Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in connection with such
substitution);
(C) in connection with the Final Disposition of a Discount Mortgage
Loan that did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (1) the applicable Discount Fraction of
the Stated Principal Balance of such Discount Mortgage Loan
immediately prior to such Distribution Date and (2) the aggregate
amount of the collections on such Discount Mortgage Loan to the extent
applied as recoveries of principal;
(D) any amounts allocable to principal for any previous Distribution
Date (calculated pursuant to clauses (A) through (C) above) that
remain undistributed; and
(E) the amount of any Class A-5 Collection Shortfalls for such
Distribution Date and the amount of any Class A-5 Collection
Shortfalls remaining unpaid for all previous Distribution Dates, but
only to the extent of the Eligible Funds for such Distribution Date;
(ii) second, the Senior Principal Distribution Amount shall be
distributed as follows:
(A) first, to the Class R-I and Class R-II Certificates on a pro rata
basis, in reduction of the Certificate Principal Balances of such
Certificates, until the Certificate Principal Balance thereof is
reduced to zero;
(B) second, to the Class A-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(C) third, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(D) fourth, to the Class A-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(E) fifth, to the Class A-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described above in respect of principal
between the outstanding Class A Certificates and Class R Certificates will be
disregarded and an amount equal to the Discount Fraction of the principal
portion of scheduled payments or unscheduled collections received or advanced in
respect of Discount Mortgage Loans will be distributed to the Class A-5
Certificates and the Senior Principal Distribution Amount will be distributed to
the Class A Certificates
<PAGE>
(other than the Class A-5 Certificates) and Class R Certificates on a pro rata
basis in accordance with their respective outstanding Certificate Principal
Balances.
(d) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated or to the Owner
of the Excess Spread, if applicable, (with the amounts to be distributed
allocated among such Classes and the Excess Spread in the same proportions as
such Realized Loss was allocated), subject to the following: No such
distribution shall be in an amount that would result in total distributions in
respect of Excess Spread or 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 Excess Spread or the
Certificates of any Class to the extent that either (i) such Excess Spread or
Class was protected against the related Realized Loss pursuant to any instrument
or fund established under Section 12.01(e) or (ii) such Excess Spread or Class
of Certificates has been deposited into a separate trust fund or other
structuring vehicle and separate certificates or other instruments representing
interests therein have been issued in one or more classes, and any of such
separate certificates or other instruments was protected against the related
Realized Loss pursuant to any limited guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or similar instrument or a
reserve fund, or a combination thereof. Any amount to be so distributed with
respect to the Certificates of any Class shall be distributed by the Master
Servicer to the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution, on a pro rata basis based on the
Percentage Interest represented by each Certificate of such Class as of such
Record Date (or to the Insurer or subrogee of such Certificateholder, to the
extent an Insured Payment was made in respect of such Realized Loss). Any
amounts to be so distributed shall not be remitted to or distributed from the
Trust Fund, and shall constitute subsequent recoveries with respect to Mortgage
Loans that are no longer assets of the Trust Fund.
(e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
<PAGE>
(f) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to
surrender their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders and the Owner of the
-----------------------------------------------------
Excess Spread.
-------------
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder, the Owner of
the Excess Spread, the Company and the Insurer a statement setting forth the
following information as to each Class of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance thereof,
and (b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest and to the Owner of the Excess Spread;
(iii) if the distribution to the Holders of such Class of
Certificates or such owner is less than the full amount that would be
distributable to such Holders or Owner if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
the Certificates and each of the Senior Percentages and Class B-1, Class B-
2 and Class B-3 Percentages, after giving effect to the amounts distributed
on such Distribution Date, separately identifying any reduction thereof due
to Realized Losses other than pursuant to an actual distribution of
principal;
<PAGE>
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it
by Subservicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) one month, (B) two months and (C) three or
more months and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) Strip Rate on each Class of Certificates for such
Distribution Date;
(xii) the occurrence of the Credit Support Depletion
Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv) The Senior Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such
Distribution Date;
(xvii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xviii) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xix) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date;
and
(xx) the amount of any Insured Payment made on such Distribution
Date, the amount of any reimbursement payment made to the Insurer on such
Distribution Date pursuant to Section 4.02(a) and the amount of Cumulative
Insurance Payments after giving effect to any such Insured Payment or any
such reimbursement payment to the Insurer.
<PAGE>
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 the Trustee
shall forward, or cause to be forwarded, to each Person who at any time during
the calendar year was the Owner of the Excess Spread or the Holder of a
Certificate, other than a Class R Certificate, a statement containing the
information set forth in clauses (i) and (ii) of subsection (a) above aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer and Trustee
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 the Trustee
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 and Trustee 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.
(d) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Master Servicer, 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.
<PAGE>
Section 4.04. Distribution of Reports to the Trustee and the Company;
-------------------------------------------------------
Advances by the Master Servicer.
-------------------------------
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement to the
Trustee, the Insurer, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders and the Owner of the Excess
Spread by the Master Servicer on request) (provided that the Master Servicer
will use its best efforts to deliver such written statement not later than 12:00
p.m. New York time on the second Business Day prior to the Distribution Date)
setting forth (i) the Available Distribution Amount, (ii) the amounts required
to be withdrawn from the Custodial Account and deposited into the Certificate
Account on the immediately succeeding Certificate Account Deposit Date pursuant
to clause (iii) of Section 4.01(a), (iii) the Certificate Insurer Premium, if
any, (iv) if the Master Servicer determines that the Available Distribution
Amount is not sufficient to make the Guaranteed Distributions for such
Distribution Date, the amount necessary to complete the notice in the form of
Exhibit A to Endorsement No. 1 to the Policy (the "Notice"), (v) Cumulative
Insurance Payments after giving effect to the distributions to be made pursuant
to Section 4.02(a) on such Distribution Date and (vi) the calculation of
scenarios under the definition of Trigger Event. 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 the (1) aggregate amount of Monthly Payments (with each interest portion
thereof adjusted to a per annum rate equal to the sum of to the Net Mortgage
Rate plus the Certificate Insurer Premium Rate), other than Balloon Payments,
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; plus (2) with
respect to each Balloon Mortgage Loan which Balloon Mortgage Loan was delinquent
in respect of its Balloon Payment as of the close of business on the related
Determination Date, an amount equal to the excess, if any, of interest on the
Stated Principal Balance thereof adjusted to a per annum rate equal to the sum
of to the Net Mortgage Rate plus the Certificate Insurer Premium Rate, over any
payments of interest adjusted to a per annum rate equal to the sum of to the Net
Mortgage Rate plus the Certificate Insurer Premium Rate received from the
related Mortgagor as of the close of business on the related Determination Date
and allocable to the most recently ended calendar month, for each month until
the Balloon Mortgage Loan is finally liquidated; provided that no Advance shall
be made if it would be a Nonrecoverable Advance, (ii) withdraw from amounts on
deposit in the Custodial Account and deposit in the Certificate Account all or a
portion of the Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and (ii)
aggregating the amount of such Advance. Any portion of the Amount Held for
Future Distribution so used shall be replaced by the Master Servicer by deposit
in the Certificate Account on or before 11:00 A.M. New York
<PAGE>
time on any future Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in the Custodial Account
for deposit in the Certificate Account on such Certificate Account Deposit Date
shall be less than payments to Certificateholders and Excess Spread required to
be made on the following Distribution Date. The Master Servicer shall be
entitled to use any Advance made by a Subservicer as described in Section
3.07(b) that has been deposited in the Custodial Account on or before such
Distribution Date as part of the Advance made by the Master Servicer pursuant to
this Section 4.04. The amount of any reimbursement pursuant to Section
4.02(a)(iii) in respect of outstanding Advances on any Distribution Date shall
be allocated to specific Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Company, the Insurer and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee and the Insurer of its inability to advance (such notice may be given by
telecopy), not later than 3:00 P.M., New York time, on such Business Day,
specifying the portion of such amount that it will be unable to deposit. Not
later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the
Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee
shall have been notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account such portion of
the amount of the Advance as to which the Master Servicer shall have given
notice pursuant to the preceding sentence, pursuant to Section 7.01, (a)
terminate all of the rights and obligations of the Master Servicer under this
Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
<PAGE>
Section 4.05. Allocation of Realized Losses.
-----------------------------
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss
shall be evidenced by an Officers' Certificate. All Realized Losses, other than
Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; and,
thereafter, if such Realized Losses are on a Discount Mortgage Loan, to the
Class A-5 Certificates in an amount equal to the Discount Fraction of the
principal portion thereof, and the remainder of such Realized Losses and the
entire amount of such Realized Losses on Non-Discount Mortgage Loans among all
of the Class A Certificates (other than the Class A-5 Certificates) and Class R
Certificates and, in respect of the interest portion of such Realized Losses,
the Excess Spread, on a pro rata basis, as described below. Any Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary
Losses on Non-Discount Mortgage Loans will be allocated among the Class A
Certificates (other than the Class A-5 Certificates), Class B Certificates and
Class R Certificates, and, in respect of the interest portion of such Realized
Losses, the Excess Spread, on a pro rata basis, as described below. The
principal portion of such losses on Discount Mortgage Loans will be allocated to
the Class A-5 Certificates in an amount equal to the related Discount Fraction
thereof, and the remainder of such losses on Discount Mortgage Loans will be
allocated among the Class A Certificates (other than Class A-5 Certificates),
Class B Certificates and Class R Certificates on a pro rate basis, as described
below.
As used herein, an allocations of a Realized Loss on a "pro rata basis"
among two or more specified Class of Certificates and the Excess Spread means an
allocations on a pro rata basis, among the various Classes so specified and the
Excess Spread, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of the principal
portion of a Realized Loss or to each such Class of Certificates and the Excess
Spread based on the Accrued Certificate Interest thereon or amount of Excess
Spread payable on such Distribution Data (without regard to any Compensating
Interest for such Distribution Date) in the case of an interest portion of a
Realized Loss. Except as provided in the following sentence, any allocation of
the principal portion of Realized Losses (other than Debt Service Reductions) to
a Class of Certificates shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated, which allocation shall be deemed to
have occurred on such Distribution Date. Any allocation of the principal
portion of Realized Losses (other than Debt Service Reductions) to the Class B
Certificates 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
<PAGE>
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 of
the Code, respectively, and deliver to the Trustee an Officers' Certificate on
or before March 31 of each year stating that such reports have been filed. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
---------------------------------------------
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee, the Certificateholders or the Owner of the Excess Spread with
respect thereto. Notwithstanding anything to the contrary in this Section 4.07,
the Master Servicer shall continue to service any such Mortgage Loan after the
date of such purchase in accordance with the terms of this Agreement and, if any
Realized Loss with respect to such Mortgage Loan occurs, allocate such Realized
Loss to the Class or Classes of Certificates that would have borne such Realized
Loss in accordance with the terms hereof as if such Mortgage Loan had not been
so purchased. For purposes of this Agreement, a payment of the Purchase Price
by the Master Servicer pursuant to this Section 4.07 will be viewed as an
advance, and the amount of any Realized Loss shall be recoverable pursuant to
the provisions for the recovery of unreimbursed Advances under Section 4.02(a)
or, to the extent not recoverable under such provisions, a Nonrecoverable
Advance as set forth herein. For purposes of reports to Certificateholders or
the Insurer, and for purposes of calculating the Delinquency Ratio and the
Trigger Events, any Mortgage Loan purchased pursuant to this Section shall be
treated as if it had not been so purchased.
Section 4.08. Distributions on the Uncertificated REMIC I Regular
---------------------------------------------------
Interests.
---------
(a) On each Distribution Date the Trustee shall be deemed to distribute to
itself, as the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular Interest Distribution Amounts in the following
order of priority to the extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates pursuant to Section 4.02(a):
<PAGE>
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular Interests for such Distribution Date, plus any Uncertificated
Accrued Interest thereon remaining unpaid from any previous Distribution
Date; and
(ii) In accordance with the priority set forth in Section 4.08(b), an
amount equal to the sum of the amounts in respect of principal
distributable on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates under Section
4.02(a), as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed distributed
to (i) Uncertificated REMIC I Regular Interest P, (ii) Uncertificated REMIC I
Regular Interest T, (iii) Uncertificated REMIC I Regular Interest U, (iv)
Uncertificated REMIC I Regular Interest V, (v) Uncertificated REMIC I Regular
Interest W, (vi) Uncertificated REMIC I Regular Interest X, (vii) Uncertificated
REMIC I Regular Interest Y and (viii) Uncertificated REMIC I Regular Interest Z
with the amount to be distributed allocated among such interests in accordance
with the priority assigned to the (i) Class A-5 Certificates, (ii) Class A-1
Certificates, (iii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv)
Class A-4 Certificates, (v) Class B-1 Certificates, (vi) Class B-2 Certificates,
(vii) Class B-3 Certificates and Class R-II Certificates, respectively, under
Section 4.02(b) until the Uncertificated Principal Balance of each such interest
is reduced to zero.
(c) In determining from time to time the Uncertificated REMIC I Regular
Interest P Distribution Amount, Uncertificated REMIC I Regular Interest S
Distribution Amount, Uncertificated REMIC I Regular Interest T Distribution
Amount, Uncertificated REMIC I Regular Interest U Distribution Amount,
Uncertificated REMIC I Regular Interest V Distribution Amount, Uncertificated
REMIC I Regular Interest W Distribution Amount, Uncertificated REMIC I Regular
Interest X Distribution Amount, Uncertificated REMIC I Regular Interest Y
Distribution Amount and Uncertificated REMIC I Regular Interest Z Distribution
Amount: Realized Losses allocated to the Class A-1 Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest T;
Realized Losses allocated to the Class A-2 Certificates under Section 4.05 shall
be deemed allocated to Uncertificated REMIC I Regular Interest U; Realized
Losses allocated to the Class A-3 Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest V; Realized Losses
allocated to the Class A-4 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest W; Realized Losses
allocated to the Class A-5 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest P; Realized Losses
allocated to the Class B-1 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest X; Realized Losses
allocated to the Class B-2 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest Y; Realized Losses
allocated to the Class B-3 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest Z; and Realized Losses
allocated to the Excess Spread under Section 4.05 shall be deemed allocated to
the Uncertificated REMIC I Regular Interest S.
(d) On each Distribution Date the Trustee shall be deemed to distribute
from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the
Class A-1, Class A-2, Class A-3,
<PAGE>
Class A-4, Class A-5, Class B-1, Class B-2, Class B-3, Class R-II Certificates
and the Owner of the Excess Spread the amounts distributable thereon, from the
Uncertificated REMIC I Regular Interest Distribution Amounts deemed to have been
received by REMIC II from REMIC I under this Section 4.08.
(e) Notwithstanding the deemed distributions on the Uncertificated REMIC I
Regular Interests described in this Section 4.08, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
<PAGE>
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
----------------
The Class A, Class B Certificates and Class R Certificates respectively
shall be substantially in the forms set forth in Exhibits A, B and C 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-1, Class B-2 and Class B-3 Certificates) and integral multiples
of $1 (in the case of the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates) and $1,000 (in the case of all other Classes of Certificates) in
excess thereof, except that the one Certificate of each of the Class A-5 and
Class B-3 Certificates may be issued in a denomination equal to the denomination
set forth as follows for such Class or the sum of such denomination and an
integral multiple of $1,000 in excess thereof:
Class A-5 $ 25,608.35
Class B-3 $250,163.45
The Class R Certificates shall be issuable in minimum percentage interests
of 20.0% and integral multiples of .01% in excess thereof; provided, however,
that one Class R-I Certificate and one Class R-II Certificate will be issuable
to the REMIC Administrator 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. At the request of
the Insurer, the Trustee shall attach a written statement of insurance, prepared
by the Insurer, to any Class A Certificate.
<PAGE>
The Class A-1, Class A-2, Class A-3, Class and A-4 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-1, Class A-2, Class A-3 and Class A-4
Certificates through the book-entry facilities of the Depository and, except as
provided below, shall not be entitled to definitive Certificates in respect of
such Ownership Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each Depository Participant
shall transfer the Ownership Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of Book-
Entry Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository is
no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Company in
connection with the issuance of the Definitive Certificates pursuant to this
Section 5.01 shall be deemed to be imposed upon and performed by the Trustee,
and the Trustee and the Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
<PAGE>
Section 5.02. Registration of Transfer and Exchange of Certificates
-----------------------------------------------------
and Restrictions on Transfer of the Excess Spread.
-------------------------------------------------
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
The Certificate Registrar, or the Trustee, shall provide the Master Servicer
with a certified list of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class B or Class R Certificate, upon satisfaction
of the conditions set forth below, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of a like Class and
aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer, and
(B) the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit H hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit I hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Master Servicer or (ii) the prospective
transferee of such a Certificate shall be required to provide the Trustee, the
Company and the Master Servicer with an
<PAGE>
investment letter substantially in the form of Exhibit M attached hereto (or
such other form as the Company in its sole discretion deems acceptable), which
investment letter shall not be an expense of the Trustee, the Company, or the
Master Servicer, and which investment letter states that, among other things,
such transferee (A) is a "qualified institutional buyer" as defined under Rule
144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that the
proposed transferror intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of any such
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 or Class R Certificate presented for
registration in the name of any Person, either (i) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer to the effect that the purchase or
holding of such Class B or Class R Certificate is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer or (ii) the prospective
transferee shall be required to provide the Trustee, the Company and the Master
Servicer with a certification to the effect set forth in paragraph six of
Exhibit H (with respect to any Class B Certificate) or with a certification to
the effect set forth in paragraph fourteen of Exhibit G-1 (with respect to any
Class R Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code, or any Person (including an investment manager, a named fiduciary or a
trustee of any such plan) who is using "plan assets" of any such plan to effect
such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer 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 a Permitted Transferee.
<PAGE>
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class R
Certificate until its receipt of, (I) an affidavit and agreement (a
"Transfer Affidavit and Agreement," in the form attached hereto as
Exhibit G-1) from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and warranting,
among other things, that it is a 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 G-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory
to the Master Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a 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 G-2.
(E) Each Person holding or acquiring an Ownership Interest
in a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is, or
is holding an Ownership Interest in a Class R Certificate on behalf
of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the form
attached hereto as Exhibit G-1 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.
<PAGE>
(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 Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated
investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the
Code that holds an Ownership Interest in a Class R Certificate having as
among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information may
be required by the Master Servicer from such Person.
<PAGE>
(v) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written consent of the Insurer and written notification
from each Rating Agency to the effect that the modification, addition
to or elimination of such provisions will not cause such Rating Agency
to downgrade its then-current ratings, if any, of any Class of the
Class A, 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 will 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
Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
<PAGE>
(i) So long as the Excess Spread remains uncertificated, no transfer, sale,
pledge or other disposition thereof shall be made by Residential Funding.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any
new Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Insurer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Insurer, the
Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.02 and for all other purposes
whatsoever, except as and to the extent provided in the definition of
"Certificateholder" and in Section 4.08, and neither the Company, the Master
Servicer, the Trustee, the Insurer, the Certificate Registrar nor any agent of
the Company, the Master Servicer, the Trustee or the Certificate Registrar shall
be affected by notice to the contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders and the Owner of the Excess Spread
pursuant to Section 4.02. In the event of any such appointment, on or prior to
each Distribution Date the Master Servicer on behalf of the Trustee shall
deposit or cause to be deposited with the Paying Agent a sum sufficient to make
the payments to the Certificateholders and the Owner of the Excess Spread in the
amounts and in the manner provided for in Section 4.02, such sum to be held in
trust for the benefit of the Certificateholders and the Owner of the Excess
Spread.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders and the Owner of the Excess Spread in trust for the benefit
of the Certificateholders and such Owner entitled thereto
<PAGE>
until such sums shall be paid to such Certificateholders and such Owner. Any
sums so held by such Paying Agent shall be held only in Eligible Accounts to the
extent such sums are not distributed to the Certificateholders and such Owner on
the date of receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
---------------------------------
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of the Certificates plus the
sum of the Accrued Certificate Interest for the related Accrual Period 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 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 Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest for the related Accrual Period 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
<PAGE>
Trustee shall on such date cause all funds in the Certificate Account deposited
therein by the Master Servicer or the Company, as applicable, pursuant to
Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the purchase
price therefor. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates concerning surrender of
their Certificates. The costs and expenses of maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in accordance with
this Section 5.06, the Trustee shall pay to the Master Servicer or the Company,
as applicable, all amounts distributable to the Holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Master
Servicer or the Company, as applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date, subject to any rights of the Insurer hereunder with respect thereto.
<PAGE>
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 10.01 to assume any obligations of the Master Servicer or to
appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the Master
----------------------------------------------------
Servicer; Assignment of Rights and Delegation of Duties
-------------------------------------------------------
by Master Servicer.
------------------
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class A,
Class 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) or each Rating
Agency, "shadow" rating of the Insurer in connection with the issuance of these
Certificates shall not be adversely affected.
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee, the Insurer and the Company, is willing to service the Mortgage Loans
and executes and delivers to the Company, the Insurer and the Trustee an
agreement, in form and substance reasonably satisfactory to the Company, the
Insurer and the
<PAGE>
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such assignment and delegation will not be
qualified, reduced or withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each Rating Agency). In the case
of any such assignment and delegation, the Master Servicer shall be released
from its obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master
--------------------------------------------------
Servicer and Others.
-------------------
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund, the Certificateholders or the Owner of
the Excess Spread for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Company, the Master
Servicer or any such Person against any breach of warranties or representations
made herein or any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of obligations and duties and the Owner of
the Excess Spread 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 and the Owner of the Excess Spread hereunder. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination
and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund, and the Company and the Master Servicer shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the
<PAGE>
Accrued Certificate Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
-----------------------------------------
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee and the Insurer. No
such resignation by the Master Servicer shall become effective until the Trustee
or a successor servicer reasonably acceptable to the Insurer shall have assumed
the Master Servicer's responsibilities and obligations in accordance with
Section 7.02.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Owner of the Excess Spread or the Holders of
Certificates of any Class any distribution required to be made under the
terms of the Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5 days after
the date upon which written notice of such failure, requiring such failure
to be remedied, shall have been given to the Master Servicer by the
Trustee, the Insurer or the Company or to the Master Servicer, the Company
and the Trustee by and the Owner of the Excess Spread or the Holders of
Certificates of such Class evidencing Percentage Interests aggregating not
less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee, the Insurer or
the Company, or to the Master Servicer, the Company and the Trustee by the
Owner of the Excess Spread or the Holders of Certificates of any Class
evidencing, 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
<PAGE>
assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;
(vi) the Insurer has made an Insured Payment and has not been fully
reimbursed with respect thereto, and any subsequent Insured Payments,
within six months in accordance with Section 4.02(a)(x); or
(vii) 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)-(vi) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee shall, at the
direction of the Insurer (unless an Insurer Default is continuing) or at the
direction of Holders of Certificates the Owner of the Excess Spread entitled to
at least 51% of the Voting Rights, by notice to the Master Servicer (and to the
Company and the Insurer if given by the Trustee or to the Trustee and the
Insurer if given by the Company), terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder;
provided, however, that unless an Insurer Default is continuing the successor to
the Master Servicer appointed pursuant to Section 7.02 shall be acceptable to
the Insurer and shall have accepted the duties of Master Servicer effective upon
the resignation of the Master Servicer. If an Event of Default described in
clause (vii) hereof shall occur, the Trustee shall with the consent of the
Insurer, by notice to the Master Servicer, the Company and the Insurer,
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as provided in Section
4.04(b). On or after the receipt by the Master Servicer of such written notice,
all authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The
Master Servicer agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time be credited to
the Custodial Account or the Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall release the Master
Servicer for any liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding in
its capacity as Master Servicer hereunder, Residential Funding shall be entitled
to receive, out of any late collection of a Monthly Payment on a Mortgage Loan
which was due prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such notice, that
portion to which Residential Funding would have been entitled
<PAGE>
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide
and upon request of the Insurer, a copy of the Program Guide to the Insurer.
<PAGE>
Section 7.02. Trustee or Company to Act; Appointment of Successor.
---------------------------------------------------
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Insurer
may appoint a successor Master Servicer and if the Insurer fails to do so within
30 days, the Trustee or, upon notice to the Insurer and the Company and with the
Company's and the Insurer's consent (which shall not be unreasonably withheld) a
designee (which meets the standards set forth below) of the Trustee, shall be
the successor in all respects to the Master Servicer in its capacity as servicer
under this Agreement and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Master Servicer (except for the responsibilities, duties
and liabilities contained in Sections 2.02 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(c) by the terms and
provisions hereof); provided, however, that any failure to perform such duties
or responsibilities caused by the preceding Master Servicer's failure to provide
information required by Section 4.04 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee shall be entitled to
all funds relating to the Mortgage Loans which the Master Servicer would have
been entitled to charge to the Custodial Account or the Certificate Account if
the Master Servicer had continued to act hereunder and, in addition, shall be
entitled to the income from any Permitted Investments made with amounts
attributable to the Mortgage Loans held in the Custodial Account or the
Certificate Account. If the Trustee has become the successor to the Master
Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Insurer may appoint a successor Master Servicer and if the
Insurer fails to do so within 30 days, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% 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 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
<PAGE>
Section 7.03. Notification to Certificateholders and Owner of the
---------------------------------------------------
Excess Spread.
-------------
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders and the Owner of the Excess Spread at their respective
addresses appearing in the Certificate Register and the Insurer.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates, the Owner of the
Excess Spread and to the Insurer notice of each such Event of Default hereunder
known to the Trustee, unless such Event of Default shall have been cured or
waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
---------------------------
The Insurer or the Holders representing at least 66% of the Voting Rights
of Certificates affected by a default or Event of Default hereunder, and the
Owner of the Excess Spread, if affected thereby, may waive such default or Event
of Default with the written consent of the Insurer; provided, however, that (a)
a default or Event of Default under clause (i) of Section 7.01 may be waived,
with the written consent of the Insurer, only by all of the Holders of
Certificates affected by such default or Event of Default and (b) no waiver
pursuant to this Section 7.04 shall affect the Holders of Certificates in the
manner set forth in Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of
a default or Event of Default by the Insurer or the Holders representing the
requisite percentage of Voting Rights of Certificates affected by such default
or Event of Default with the consent of the Insurer, which consent shall not be
unreasonably withheld, such default or Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
Section 7.05. Trigger Events; Removal of Master Servicer.
------------------------------------------
(a) Upon determination by the Insurer that a Trigger Event has occurred,
the Insurer shall give notice of such Trigger Event to the Master Servicer, the
Company, the Trustee and to each Rating Agency.
(b) At any time after such determination and while a Trigger Event is
continuing, the Insurer may direct the Trustee to remove the Master Servicer if
the Insurer makes a determination that the manner of master servicing was a
factor contributing to the size of the delinquencies or losses incurred in the
Trust Fund.
(c) Upon receipt of directions to remove the Master Servicer pursuant to
the preceding clause (b), the Trustee shall notify the Master Servicer that it
has been terminated and the Master Servicer shall be terminated in the same
manner as specified in Sections 7.01 and 7.02.
(d) After notice of occurrence of a Trigger Event has been given and while
a Trigger Event is continuing, until and unless the Master Servicer has been
removed as provided
<PAGE>
in clause (b), the Master Servicer covenants and agrees to act as the Master
Servicer for a term from the occurrence of the Trigger Event to the end of the
calendar quarter in which such Trigger Event occurs, which term may at the
Insurer's discretion be extended by notice to the Trustee for successive terms
of three (3) calendar months each, until the termination of the Trust Fund. The
Master Servicer will, upon the receipt of each such notice of extension (a
"Master Servicer Extension Notice") become bound for the duration of the term
covered by such Master Servicer Extension Notice to continue as Master Servicer
subject to and in accordance with this Agreement. If, as of the fifteenth (15th)
day prior to the last day of any term as the Master Servicer, the Trustee shall
not have received any Master Servicer Extension Notice from the Insurer, the
Trustee shall, within five (5) days thereafter, give written notice of such
nonreceipt to the Insurer and the Master Servicer. If any such term expires
without a Master Servicer Extension Notice then the Trustee shall act as Master
Servicer as provided in Section 7.02.
(e) No provision of this Section 7.05 shall have the effect of limiting the
rights of the Company, the Trustee, the Certificateholders, the Owner of the
Excess Spread or the Insurer under Section 7.01.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
-----------------
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured
or waived), the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the circumstances in
the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Insurer, the Certificateholders and the Owner of the Excess Spread of any such
documents which do not materially conform to the requirements of this Agreement
in the event that the Trustee, after so requesting, does not receive
satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement and the Trustee shall furnish in a timely
fashion to the Insurer such information as the Insurer may reasonably request
from time to time for the Insurer to protect its interests and to fulfill its
duties as set forth in the Policy. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of each of REMIC I and REMIC II as REMICs under the REMIC Provisions and to
prevent the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either of REMIC I or REMIC II to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants 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
<PAGE>
to the Trustee by the Company or the Master Servicer and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Insurer or the Certificateholders
holding Certificates which evidence, Percentage Interests aggregating not
less than 25% of the affected classes as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written notice
of such failure or event at its Corporate Trust Office from the Master
Servicer, the Insurer, the Company, any Certificateholder or Owner of the
Excess Spread; and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of 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.
<PAGE>
(e) No provision in this Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur any personal financial liability in
connection with the enforcement of the Policy, or in the exercise of any of its
rights or powers thereunder, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee.
-------------------------------------
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, Owner of the
Excess Spread or the Insurer, pursuant to the provisions of this Agreement,
unless such Certificateholders, such Owner or the Insurer shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby and the
Insurer has given its consent; nothing contained herein shall, however,
relieve the Trustee of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of care
and skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of 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 Insurer or
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50% with the written
consent of the Insurer; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in
<PAGE>
the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Master Servicer, if an Event of Default
shall have occurred and is continuing, and otherwise by the
Certificateholder or the Insurer requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys provided that the Trustee shall remain liable for any
acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to sign
as determined by the Master Servicer pursuant to applicable federal, state
or local tax laws, provided that the Master Servicer shall indemnify the
Trustee for signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless it shall have
obtained or been furnished with an Opinion of Counsel to the effect that such
contribution will not (i) cause either of REMIC I or REMIC II to fail to qualify
as a REMIC at any time that any Certificates are outstanding or (ii) cause the
Trust Fund to be subject to any federal tax as a result of such contribution
(including the imposition of any federal tax on "prohibited transactions"
imposed under Section 860F(a) of the Code).
Section 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.
<PAGE>
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.
<PAGE>
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders or the Owner of the Excess Spread
pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
------------------------------------
The Trustee hereunder shall at all times be a national banking association
or a New York banking corporation having its principal office in a state and
city acceptable to the Company and the Insurer and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
--------------------------------------
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company and the Insurer.
Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee acceptable to the Insurer by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, then the Insurer may appoint a successor trustee and if
the Insurer fails to do so within 30 days, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Insurer or the Company with the consent of the Insurer,
which consent shall not be unreasonably withheld, or if at any time the Trustee
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Insurer or the Company with the consent of the Insurer, which consent shall not
be unreasonably withheld, may remove the Trustee and appoint a successor trustee
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee. In
addition, in the event that the Insurer or the Company determines that the
Trustee has failed (i) to make a claim available under the Policy or failed to
distribute or cause to be distributed to the Certificateholders or the Owner of
the Excess Spread any amount required to be distributed
<PAGE>
hereunder (including any Insured Payment), if such amount is held by the Trustee
or its Paying Agent (other than the Master Servicer or the Company) for
distribution or (ii) to otherwise observe or perform in any material respect any
of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or
30 days (in respect of clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied, shall have been given to
the Trustee by the Company or the Insurer, then the Insurer or the Company with
the consent of the Insurer, which consent shall not be unreasonably withheld,
may remove the Trustee and appoint a successor trustee by written instrument
delivered as provided in the preceding sentence. In connection with the
appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) During the continuance of an Insurer Default, the Holders of
Certificates or Excess Spread entitled to at least 51% of the Voting Rights may
at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Company, one complete set to the Trustee so removed and one
complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
-----------------
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and the Insurer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder (other than any
Mortgage Files at the time held by a Custodian, which shall become the agent of
any successor trustee hereunder), and the Company, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders
<PAGE>
of Certificates or Excess Spread at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10 days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Company.
Section 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 and the Owner of the Excess Spread at their address as shown
in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
---------------------------------------------
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates or Excess Spread of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
<PAGE>
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer, the Insurer and
the Company, appoint one or more Custodians who are not Affiliates of the
Company, the Master Servicer or any Seller to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement.
Subject to Article VIII, the Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders and the Owner of the Excess
Spread. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have a combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File. Each Custodial Agreement may be amended only
as provided in Section 12.01. The Trustee shall notify the Certificateholders
and the Owner of the Excess Spread of the appointment of any Custodian (other
than the Custodian appointed as of the Closing Date) pursuant to this Section
8.11.
Section 8.12. Appointment of Office or Agency.
-------------------------------
The Trustee will maintain an office or agency in the City of New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices located at 14 Wall Street, 8th Floor,
New York, New York 10005 for the purpose of keeping the Certificate Register.
The Trustee will maintain an office at the address stated in Section 12.05(c)
hereof where notices and demands to or upon the Trustee in respect of this
Agreement may be served.
<PAGE>
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 Owner of the Excess Spread and the obligation of the Company to send
certain notices as hereinafter set forth) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan (or, if less than such unpaid
principal balance, the fair market 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 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 either of REMIC I or
REMIC II as a REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased. No purchase pursuant to Clause (ii) is permitted if it
would result in a draw on the Policy unless the Insurer consents.
<PAGE>
(b) The Master Servicer or, in the case of a final distribution as a result
of the exercise by the Company of its right to purchase the assets of the Trust
Fund, the Company, shall give the Trustee and the Insurer not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer or the
Company, as applicable, anticipates that the final distribution will be made to
Certificateholders and the Owner of the Excess Spread (whether as a result of
the exercise by the Master Servicer or the Company of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders and the Owner of the Excess Spread mailed not earlier than
the 15th day and not later than the 25th day of the month next preceding the
month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates and the Excess Spread is anticipated to be made
upon presentation and surrender of Certificates at the office or agency of
the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, 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 and the Owner of the Excess Spread as aforesaid, it
shall give such notice to the Certificate Registrar at the time such notice is
given to Certificateholders and the Owner of the Excess Spread. In the event
such notice is given by the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate Account before
the Final Distribution Date in immediately available funds an amount equal to
the purchase price for the assets of the Trust Fund computed as above provided.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders and
to the Insurer (i) the amount otherwise distributable on such Distribution Date,
if not in connection with the Master Servicer's or the Company's election to
repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.02(a), and
(B) with respect to the Class R Certificates, any excess of the amounts
available for distribution (including the repurchase price specified in clause
(ii) of subsection (a) of this Section) over the total amount distributed under
the immediately preceding clause (A) and the Excess Spread and (C) with respect
to the Insurer, any amounts owed to it pursuant to the Insurance Agreement. The
Trustee shall also distribute to the Owner the Excess Spread.
<PAGE>
(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. Termination of REMIC II.
-----------------------
REMIC II shall be terminated on the earlier of the Final Distribution Date
and the date on which it is deemed to receive the last deemed distributions on
the Uncertificated REMIC I Regular Interests Regular Interests and the last
distribution due on the Class A, Class B, Class R Certificates and the Excess
Spread is made.
Section 9.03. Additional Termination Requirements.
-----------------------------------
(a) REMIC I and REMIC II as the case may be, 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 Insurer) to the effect
that the failure of REMIC I and REMIC II as the case may be, to comply with the
requirements of this Section 9.03 will not (i) result in the imposition on the
Trust Fund of taxes on "prohibited transactions," as described in Section 860F
of the Code, or (ii) cause either of REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the REMIC I and REMIC II as the case may be, and specify the
first day of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master
Servicer also shall satisfy all of the requirements of a qualified
liquidation for the REMIC I and REMIC II as the case may be, under Section
860F of the Code and the regulations thereunder;
<PAGE>
(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 Owner of the Excess Spread 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 Final Tax Return for each of REMIC I and REMIC II in accordance with the
terms and conditions of this Agreement.
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
--------------------
(a) The REMIC Administrator shall cause an election to be made to treat
each of REMIC I and REMIC II 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 I election in respect of the Trust Fund, the Uncertificated REMIC I
Regular Interests shall be designated as the "regular interests" and the Class
R-I Certificates shall be designated as the sole class of "residual interest" in
REMIC I. For the purposes of the REMIC II election in respect of the Trust
Fund, the Class A and Class B Certificates and the four uncertificated
components represented by the Excess Spread shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual interest" in REMIC II. Neither the Policy, the Insurance Account
nor any payment under the Policy shall be part of the Trust Fund. The REMIC
Administrator and the Trustee shall not permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in REMIC I or REMIC II other
than the Uncertificated REMIC I Regular Interests and the Class R-I Certificates
with respect to REMIC I, and the REMIC II Certificates and the Excess Spread
with respect to REMIC II.
(b) The Closing Date is hereby designated as the "Startup Day" of the Trust
Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate representing a
0.01% Percentage Interest of all Class R-I Certificates and Class R-II
Certificates and shall be designated as the tax matters person with respect to
REMIC I and REMIC II in the manner provided under Treasury Regulations Section
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T. The
REMIC Administrator, as tax matters person, shall (i) act on behalf of the REMIC
I and REMIC II in relation to any tax matter or controversy involving the Trust
Fund and (ii) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability resulting therefrom shall be expenses of the Trust Fund and the
REMIC Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master Servicer
hereunder at its option it may continue its duties as REMIC Administrator and
shall be paid reasonable compensation by any successor Master Servicer hereto
for so acting as the REMIC Administrator.
<PAGE>
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to each of REMIC I
and REMIC II and deliver such Tax Returns in a timely manner to the Trustee and
the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class
R Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I and
REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take such actions
and shall cause each of REMIC I and REMIC II to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status thereof as REMICs under the REMIC Provisions (and the
Trustee shall assist the Master Servicer and the REMIC Administrator, to the
extent reasonably requested by the Master Servicer and the REMIC Administrator
to do so). In performing their duties more specifically set forth herein, the
Master Servicer and the REMIC Administrator shall not knowingly or intentionally
take any action, cause either of REMIC I or REMIC II 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 either of REMIC I or REMIC II as a REMIC or (ii) result in the
imposition of a tax upon each of REMIC I and REMIC II (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an "Adverse REMIC Event") unless the Master Servicer
or the REMIC Administrator, as applicable, has received an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails
to pay such expense, and the Master Servicer or the REMIC Administrator, as
applicable, determines that taking such action is in the best interest of the
Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in
no event at the expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect to
each of REMIC I and REMIC II, endanger such status or, unless the Master
Servicer or the REMIC Administrator, as applicable, determines in their
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 or the
REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to REMIC I or REMIC II or their assets, or causing REMIC I or REMIC II
to take any action, which is not expressly permitted under the terms of this
Agreement, the Trustee will consult with the Master Servicer or the
<PAGE>
REMIC Administrator, as applicable, or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
REMIC I and REMIC II, and the Trustee shall not take any such action or cause
the Trust Fund to take any such action as to which the Master Servicer or the
REMIC Administrator, as applicable, has advised it in writing that an Adverse
REMIC Event could occur. The Master Servicer or the REMIC Administrator, as
applicable, may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Master
Servicer or the REMIC Administrator. At all times as may be required by the
Code, the Master Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of REMIC I and REMIC II as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
REMIC I or REMIC II as defined in Section 860F(a)(2) of the Code, on "net income
from foreclosure property" of REMIC I or REMIC II as defined in Section 860G(c)
of the Code, on any contributions to REMIC I or REMIC II after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or otherwise (iii) against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to REMIC I and REMIC II on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to REMIC I and REMIC II unless (subject
to Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in REMIC I and
REMIC II will not cause REMIC I and REMIC II to fail to qualify as REMICs at any
time that any Certificates are outstanding or subject REMIC I and REMIC II to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which REMIC I and REMIC II will receive
a fee or other compensation for services nor permit 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.
<PAGE>
(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 REMIC II and the Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest and the rights to the Excess Spread would be reduced to
zero is May 25, 2026, which is the Distribution Date one month following the
latest scheduled maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for REMIC I and REMIC II.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of REMIC I and REMIC II, (iii) the
termination of REMIC I and REMIC II pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for REMIC I and REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain,
nor accept any contributions to REMIC I and REMIC II after the Closing Date
unless it has received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect adversely the status of REMIC I
and REMIC II as REMICs or (b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause REMIC I and
REMIC II to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee Indemnification.
-------------------------------------------
(a) The Trustee agrees to indemnify the Trust Fund, the Insurer, the
Company, the REMIC Administrator and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Company or the Master Servicer, as a result of a
breach of the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Insurer, the Company, the Master Servicer and the Trustee for any taxes and
costs (including, without limitation, any reasonable attorneys' fees) imposed on
or incurred by the Trust Fund, the Company, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X 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 REMIC Administrator that
contain errors or omissions; provided, however, that such liability will not be
imposed to the extent such breach is a result of an error or omission in
information provided to the REMIC Administrator by the Master Servicer in which
case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Insurer, the Company, the REMIC Administrator and the Trustee for any taxes and
costs (including, without
<PAGE>
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.
<PAGE>
ARTICLE XI
CERTAIN MATTERS REGARDING THE INSURER
Section 11.01. Trust Fund and Accounts Held for Benefit of the
-----------------------------------------------
Insurer.
--------
The Trustee shall hold the Trust Fund and the Mortgage Files for the
benefit of the Certificateholders and the Insurer and all references in this
Agreement (including, without limitation, in Sections 2.01 and 2.02) and in the
Certificates to the benefit of Holders of the Certificates shall be deemed to
include the Insurer. The Trustee shall cooperate in all reasonable respects
with any reasonable request by the Insurer for action to preserve or enforce the
Insurer's rights or interests under this Agreement and the Certificates.
The Master Servicer hereby acknowledges and agrees that it shall
service and administer the Mortgage Loans and any REO Properties, and shall
maintain the Custodial Account, for the benefit of the Certificateholders and
for the benefit of the Insurer, and all references in this Agreement (including,
without limitation, in Sections 3.01 and 3.10) to the benefit of or actions on
behalf of the Certificateholders shall be deemed to include the Insurer. Unless
an Insurer Default exists, neither the Master Servicer nor the Company shall
undertake any litigation pursuant to Section 6.03 (other than litigation to
enforce their respective rights hereunder) without prior consent of the Insurer.
Section 11.02. Claims Upon the Policy; Insurance Payments.
-------------------------------------------
(a) If pursuant to Section 4.04(a)(iv), the Master Servicer
determines that the Available Distribution Amount is not sufficient to make the
Guaranteed Distributions for such Distribution Date, the Trustee shall complete
the Notice in the form of Exhibit A to the Policy 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 (provided that the Trustee shall submit such
notice on the second Business Day immediately preceeding such Distribution Date
if it is able to do so). If, subsequent to such notice, and prior to payment by
the Insurer pursuant to such notice, additional amounts are deposited in the
Certificate Account, the Trustee shall reasonably promptly notify the Insurer
and withdraw the notice or reduce the amount claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust
account for the benefit of Holders of the Certificates and the Insurer referred
to herein as the "Insurance Account" over which the Trustee shall have exclusive
control and sole right of withdrawal. The Trustee shall deposit any amount paid
under the Policy in the Insurance Account and distribute such amount only for
purposes of payment to Holders of Certificates of the Insured Payment for which
a claim was made and such amount may not be applied to satisfy any costs,
expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund.
Amounts paid under the Policy shall be transferred to the Certificate Account in
accordance with the next succeeding paragraph and disbursed by the Trustee to
Holders of the Senior Certificates in accordance with Section 4.02 or Section
9.01, as applicable. It shall not be necessary for such payments to be made by
checks or wire transfers separate from the checks or wire transfers used to pay
the Insured
<PAGE>
Payment with other funds available to make such payment. However,
the amount of any payment of principal of or interest on the Senior Certificates
to be paid from funds transferred from the Insurance Account shall be noted as
provided in paragraph (c) below in the Certificate Register and in the statement
to be furnished to Holders of the Senior Certificates pursuant to Section 4.02.
Funds held in the Insurance Account shall not be invested.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trustee as a result of
any claim under the Policy, to the extent required to make the Insured Payment
on such Distribution Date shall be withdrawn from the Insurance Account and
deposited in the Certificate Account and applied by the Trustee, together with
the Available Distribution Amount directly to the payment in full of the Insured
Payment due on the Certificates. Funds received by the Trustee as a result of
any claim under the Policy shall be deposited by the Trustee in the Insurance
Account and used solely for payment to the Holders of the Certificates and may
not be applied to satisfy any costs, expenses or liabilities of the Master
Servicer, the Trustee or the Trust Fund. Any funds remaining in the Insurance
Account on the first Business Day following a Distribution Date shall be
remitted to the Insurer, pursuant to the instructions of the Insurer, by the end
of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the
amount of interest and principal paid in respect of any Senior Certificate from
moneys received under the Policy. The Insurer shall have the right to inspect
such records at reasonable times during normal business hours upon one Business
Day's prior notice to the Trustee.
Section 11.03. Effect of Payments by the Insurer; Subrogation.
-----------------------------------------------
Anything herein to the contrary notwithstanding, any payment with
respect to principal of or interest on the Senior Certificates which is made
with moneys received pursuant to the terms of the Policy shall not be considered
payment of the Senior Certificates from the Trust Fund and shall not result in
the payment of or the provision for the payment of the principal of or interest
on the Senior Certificates within the meaning of Section 4.01. The Company, the
Master Servicer and the Trustee acknowledge, and each Holder by its acceptance
of a Senior Certificate agrees, that without the need for any further action on
the part of the Insurer, the Company, the Master Servicer, the Trustee or the
Senior Certificate Registrar (a) to the extent the Insurer makes payments,
directly or indirectly, on account of principal of or interest on the Senior
Certificates to the Holders of such Senior Certificates, the Insurer will be
fully subrogated to, and each Senior Certificateholder, the Master Servicer and
the Trustee hereby delegate and assign to the Insurer, to the fullest extent
permitted by law, the rights of such Holders to receive such principal and
interest from the Trust Fund, including, without limitation, any amounts due to
the Senior Certificateholders in respect of securities law violations arising
from the offer and sale of the Senior Certificates, and (b) the Insurer shall be
paid such amounts but only from the sources and in the manner provided herein
for the payment of such amounts.
The Trustee and the Master Servicer shall cooperate in all respects
with any reasonable request by the Insurer for action to preserve or enforce the
Insurer's rights or interests under this Agreement without limiting the rights
or affecting the interests of the Holders as otherwise set forth herein.
<PAGE>
Section 11.04. Notices and Information to the Insurer.
---------------------------------------
(a) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to the
Certificateholders shall also be sent to the Insurer.
(b) The Trustee shall, upon the request of the Insurer, permit the
Insurer or its authorized agents to inspect the books and records of the Trustee
relating to the transactions contemplated by this Agreement; such inspections to
be conducted upon two days prior notice during normal business hours and in such
a manner as to not unreasonably disrupt the business of the Trustee.
(c) The Trustee shall, upon the request of the Insurer, provide the
Insurer with a reasonably current list of the Certificateholders.
Section 11.05. Third-Party Beneficiary.
------------------------
The Insurer shall be a third-party beneficiary of this Agreement,
entitled to enforce the provisions hereof as if a party hereto.
Section 11.06. Trustee to Hold the Policy.
---------------------------
The Trustee will hold the Policy in trust as agent for the Senior
Certificateholders for the purpose of making claims thereof and distributing the
proceeds thereof. Neither the Policy, nor the amounts paid on the Policy will
constitute part of the Trust Fund or assets of the REMIC created by this
Agreement. Each Senior Certificateholder, by accepting its Certificate,
appoints the Trustee as attorney-in-fact for the purpose of making claims on the
Policy.
Upon retirement of the Senior Certificates, the Trustee shall notify
the Insurer of such retirement and shall surrender the Policy to the Insurer for
cancellation.
Section 11.07. Right of Insurer to Exercise Rights of Senior
---------------------------------------------
Certificateholders.
-------------------
By accepting its Certificate, each Senior Certificateholder agrees
that unless an Insurer Default exists, the Insurer shall have the right to
exercise all rights of the Senior Certificateholders under this Agreement
without any further consent of the Senior Certificateholders. In addition, each
Senior Certificateholder agrees that, unless an Insurer Default exists, the
rights of the Senior Certificateholders may be exercised by Senior
Certificateholders only with the prior written consent of the Insurer.
<PAGE>
Section 11.08. Additional Right of Insurer.
---------------------------
With respect to any Distribution Date occurring on a date on which a
claim has been previously made under the Certificate Insurance Policy which has
not been reimbursed for six months, the Certificate Insurer at the sole option
of the Certificate Insurer may pay any or all of the outstanding Certificate
Principal Balance of the Senior Certificates plus Accrued Certificate Interest
thereon. Any such payment shall be treated as an Insured Payment.
<PAGE>
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.
---------
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, with the consent of
the Insurer, but without the consent of any of the Certificateholders or Owner
of the Excess Spread:
(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 to maintain the qualification of the Trust
Fund as a REMIC at all times that any Certificate is outstanding or to
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim against the Trust Fund, provided
that the Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of
any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial
Account or the Certificate Account or to change the name in which the
Custodial Account is maintained, provided that (A) the Certificate Account
Deposit Date shall in no event be later than the related Distribution Date,
(B) such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating assigned to
any Class of Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as evidenced
by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f)
or any other provision hereof restricting transfer of the Class R-I
Certificates and Class R-II Certificates by virtue of their being the
"residual interests" in REMIC I and REMIC II, respectively, provided that
(A) such change shall not result in reduction of the rating assigned to any
such Class of Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect, and (B) such
change shall not, as evidenced by an Opinion of Counsel (at the expense of
the party seeking so to modify, eliminate or add such provisions), cause
either 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 provide for the Excess Spread to be certificated and
designated as a Senior Certificate, or
<PAGE>
(vii) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the 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 and the Owner of the Excess Spread if affected
thereby, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class or of the Excess Spread; provided, however, that no
such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate or the
Excess Spread without the consent of the Holder of such Certificate or the
Owner of the Excess Spread,
(ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class or the Owner of the Excess Spread in a
manner other than as described in clause (i) hereof without the consent of
Holders of Certificates of such Class or the Owner of the Excess Spread
evidencing, as to such Class or such Owner, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
in any such case without the consent of the Holders of all Certificates of
such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause either of REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder and Owner of the Excess Spread. It shall not be necessary for
the consent of Certificateholders under this Section 12.01 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.
<PAGE>
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of 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 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 Owner of the
Excess Spread, the Master Servicer or the Trustee, as applicable; provided that
the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel (which
need not be an opinion of Independent counsel) to the effect that any such
amendment will not cause (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) either of REMIC I
or REMIC II to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit J (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit K, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 12.02. Recordation of Agreement; Counterparts.
--------------------------------------
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of the Insurer or Holders of Certificates entitled to
at least 25% of the Voting Rights), but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
<PAGE>
(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 12.03. 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) Neither the Owner of the Excess Spread, nor any Certificateholder
shall have any right to vote (except as expressly provided herein) or in any
manner otherwise control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders or Owner of the Excess Spread from time to time as partners
or members of an association; nor shall any Certificateholder or Owner of the
Excess Spread be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.
(c) Neither the Owner of the Excess Spread, nor any Certificateholder
shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee
and the Insurer a written notice of default and of the continuance thereof, as
hereinbefore provided and such default would not result in a claim under the
Policy, and unless also the Holders of Certificates of any Class evidencing in
the aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby and the
Insurer shall have given its written consent, and the Trustee, for 60 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding it being understood
and intended, and being expressly covenanted by each Certificateholder and Owner
of the Excess Spread with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates of any Class shall have any right in any
manner whatever by virtue of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates of such
Class or any other Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the common benefit of
Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section 12.03, each and
every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.
<PAGE>
Section 12.04. 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 12.05. Notices.
-------
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Company, (b)
in the case of the Master Servicer, 10 Universal City Plaza, Suite 2100,
Universal City, California 91608, Attention: Ms. Becker or such other address
as may be hereafter furnished to the Company and the Trustee by the Master
Servicer in writing, (c) in the case of the Trustee, One First National Plaza,
Suite 0126, Chicago, Illinois 60670-0126, Attention: Residential Asset
Securities Corporation Series 1996-KS2 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 by Standard & Poor's and (f) in the case of the Insurer, 350
Park Avenue, New York, New York 10022, Attention: Senior Vice President --
Surveillance (with a copy to the attention of the General Counsel). 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 12.06. Notices to Rating Agency and the Insurer.
----------------------------------------
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency, the Insurer and each Subservicer at such time as it
is otherwise required pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause (a), (b), (c), (d), (g),
(h), (i) or (j) below or provide a copy to each Rating Agency and the Insurer at
such time as otherwise required to be delivered pursuant to this Agreement of
any of the statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
<PAGE>
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates and the Owner of the Excess Spread pursuant to
Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders
of any Class of Certificates and the Owner of the Excess Spread resulting
from the failure by the Master Servicer to make an Advance pursuant to
Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency, the Insurer and the Subservicer of
any such event known to the Master Servicer.
In addition, to the above, delivery requirements, the Company, the
Master Servicer or the Trustee, as applicable, shall provide a copy to the
Insurer at such time as otherwise required to be delivered pursuant to this
Agreement of any of written confirmation, written notice or legal opinion.
Section 12.07. Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof or of the
Insurer.
<PAGE>
Section 12.08. 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 or the Excess Spread issued hereunder,
under the following circumstances. With respect to any Class or Classes of
Certificates or the Excess Spread 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 or the Excess Spread 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 transaction as defined in Section 860F(a)(2) of the Code and
the tax on contributions to a REMIC as set forth in Section 860(G)(d) of the
Code.
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the date and year first above written.
RESIDENTIAL ASSET SECURITIES CORPORATION
[Seal]
By:
Name: William E. Waldusky
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane S. Wold
Title: Director
Attest:
Name: William E. Waldusky
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
[Seal]
By:
Name: R. Tarnas
Title: Vice President
Attest:
Name: Faye Wright
Title: Assistant Secretary
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 1996 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 1996 before me, a notary public in and for said
State, personally appeared Diane S. Wold, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 30th day of May, 1996 before me, a notary public in and for said
State, personally appeared R. Tarnas, known to me to be a Vice President of The
First National Bank of Chicago, the national banking association that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said association, and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF
1986.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MAY 30, 1996.
ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT ___% OF CPM (AS DESCRIBED IN THE
PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY
IS ____%
AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS
NO MORE THAN
$____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED
USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL
PREPAY AT A RATE BASED ON CPM OR AT ANY OTHER RATE.]
<PAGE>
Certificate No. _______________
Class A-___ Senior
Date of Pooling and Servicing _______% Pass-Through Rate
Agreement and Cut-off Date: Percentage Interest: _____%
May 1, 1996
First Distribution Date: Aggregate Initial Certificate Principal
Balance
June 25, 1996 of the Class A-_ Certificates:
$_________
Master Servicer: Initial Certificate Principal Balance of
this
Residential Funding Corporation Certificate $_______________
Assumed Final Distribution Date: CUSIP _________
_______ 25, _____
MORTGAGE PASS-THROUGH
CERTIFICATE
SERIES 1996-KS2
evidencing a percentage interest in the distributions allocable to the
Class A-_ Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional one- to four-family fixed interest rate first lien
mortgage loans formed and sold by RESIDENTIAL ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund
and proceeds of any claim payable on the Policy (as defined in the Agreement),
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 A-_ Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to four-
family fixed interest rate first lien mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Asset
<PAGE>
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 The First National
Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class A-_
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of the Class A Certificates referred to in the above-
mentioned Agreement.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
<PAGE>
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders,
Owner of the Excess Spread and the Insurer may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders
and Owner of the Excess Spread, 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 and the Owner of the Excess Spread 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 and the Owner of the Excess Spread, if 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.
<PAGE>
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders and Owner of the Excess Spread 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.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: May 30, 1996
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By:________________________________
Authorized Signatory
Certificate of
Authentication
This is one of the Class A-_
Certificates referred to
in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________ (Please print or typewrite
name and address including postal zip code of assignee) 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.
<PAGE>
EXHIBIT B
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE EXCESS SPREAD, THE CLASS R-I AND CLASS R-II
CERTIFICATES[,][AND] [THE CLASS B-1 CERTIFICATES] [AND THE CLASS B-2
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 POOLING AND SERVICING AGREEMENT
(THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MAY 30, 1996. THE PER
ANNUM
RATE OF INTEREST ON THIS CERTIFICATE IS ____%. ASSUMING THAT THE
MORTGAGE LOANS
PREPAY AT ___% OF CPM (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT),
THIS
CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___ OF OID PER $1,000 OF
INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE
AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____
PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD.
NO
<PAGE>
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A
RATE BASED ON
CPM OR AT ANY OTHER RATE.
<PAGE>
Class B-_ Subordinate Certificate No. __
Date of Pooling and Servicing ____ % Pass-Through Rate
Agreement and Cut-off Date:
May 1, 1996 Percentage Interest: ____%
First Distribution Date: Aggregate Initial Certificate
Principal
June 25, 1996 Balance of the Class B-__
Certificate: $______________
Master Servicer:
Residential Funding Corporation Initial Certificate Principal Balance of
this Certificate: $______________
Assumed Final Distribution Date:
May 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-KS2
evidencing a percentage interest in any distributions allocable to the
Class B-_ Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL 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 Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-_ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential 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
The First National Bank of Chicago, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This
<PAGE>
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of the Class B-___ Certificates referred to in the
above-mentioned Agreement.
No transfer of this Class B-_ Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by
<PAGE>
the Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
Owner of the Excess Spread may be made by the Master Servicer from time to time
for purposes other than distributions to Certificateholders and Owner of the
Excess Spread, 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 and the Owner of the Excess Spread under the Agreement at any
time by the Company, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby and the
Owner of the Excess Spread, if 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
<PAGE>
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, the
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders and Owner of the Excess Spread of all amounts held by or
on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other liquidation of the
last Mortgage Loan subject thereto or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii)
the purchase by the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans, thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require, the Master Servicer or the Company to (i)
purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: May 30, 1996
THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:________________________________
Authorized Signatory
Certificate of
Authentication
This is one of the Class B-_
Certificates referred to
in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _________________________________________. (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _______________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to ________________________________
Applicable statements should be mailed to ______________________.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS [R-I][R-II] CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF 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
<PAGE>
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
OF THIS
PARAGRAPH.
<PAGE>
Class [R-I][R-II] Certificate No._____________
Date of Pooling and Servicing Percentage Interest: _____%
Agreement and Cut-off Date:
May 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $__________
June 25, 1996
Aggregate Initial Certificate
Master Servicer: Principal Balance of the Class [R-I][R-II]
Residential Funding Corporation Certificates
$_______________
Assumed Final Distribution Date:
May 25, 2026
MORTGAGE PASS-THROUGH
CERTIFICATE,
SERIES 1996-KS2
evidencing a percentage interest in any distributions allocable to the
Class [R-I][R-II] Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
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 [R-I][R-II] 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 fixed
interest rate first lien 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
The First National Bank of Chicago, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined
<PAGE>
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class [R-I][R-
II] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this 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.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
<PAGE>
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders,
Owner of the Excess Spread and the Insurer may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders
and Owner of the Excess Spread, 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 and the Owner of the Excess Spread 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
and the Owner of the Excess Spread, if 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.
<PAGE>
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 and Owner of the Excess Spread 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.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: May 30, 1996
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By: ________________________________
Authorized Signatory
Certificate of
Authentication
This is one of the Class [R-I][R-II]
Certificates referred to
in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By: __________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________ (Please print or
typewrite name and address including postal zip code of assignee) 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.
<PAGE>
EXHIBIT D
CUSTODIAL AGREEMENT
-------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of May 1, 1996, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as Trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL 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 May 1, 1996, relating
to the issuance of Residential Asset Securities Corporation, Mortgage Pass-
Through Certificates, Series 1996-KS2 (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.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files.
-------------------------------------------------------
The Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders and
Owner of the Excess Spread.
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 and Owner of the Excess
Spread, 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 and Owner of the Excess Spread, 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
<PAGE>
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
<PAGE>
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 Owner of the Excess
Spread 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
<PAGE>
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
<PAGE>
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 and
Excess Spread 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 and the Owner of the Excess Spread.
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.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
One North State Street
9th Floor
Chicago, Illinois 60602
Attention:Corporate Trust
By:
Name:
Title:
Address: RESIDENTIAL ASSET SECURITIES
CORPORATION
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
10 Universal City Plaza
Suite 2100
Universal City, California 91608
By:
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the ___ day of May, 1996, before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a
______________ of The First National Bank of Chicago, 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 New York banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of May, 1996, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of May, 1996 before me, a notary public in and for
said State, personally appeared ________________, known to me to be a
______________ 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 _____ day of May, 1996 before me, a notary public in and for
said State, personally appeared ________________, known to me to be a
______________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
________, 1996
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of May 1, 1996, by and among The
First National Bank of Chicago, Residential Asset Securities
Corporation, Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-Through
Certificates,
Series 1996-KS2
----------------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________, 1996
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of May 1, 1996, by and among The
First National Bank of Chicago, Residential Asset Securities
Corporation, Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-Through
Certificates,
Series 1996-KS2
---------------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
________, 1996
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Custodial Agreement dated as of May 1, 1996, by and among The
First National Bank of Chicago, Residential Asset Securities
Corporation, Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-Through
Certificates,
Series 1996-KS2
---------------
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
<PAGE>
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT E
MORTGAGE LOAN SCHEDULE
RUN ON : 05/29/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.47.57 FIXED RATE LOAN LISTING AMORTIZED
BALANCE
SERIES : RASC 1996-KS2 CUTOFF :
05/01/96
POOL : 0004209
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1393935 A20/728 F 62,500.00 ZZ
360 61,732.88 1
110 N. WOODSON 8.500 480.57 66
8.250 480.57 95,000.00
RAYMORE MO 64083 1 09/26/94 00
0380068677 05 11/01/94 0
22068 O 10/01/24
0
1397754 180/728 F 72,000.00 ZZ
360 71,383.35 1
607 NORTH MAIN STREET 10.000 631.86 80
9.830 631.86 90,000.00
CONCONULLY WA 98819 1 10/12/94 00
0380082496 05 12/01/94 0
3172400 N 11/01/24
0
1402958 A62/824 F 27,000.00 ZZ
360 26,869.89 1
1217 14TH PLACE SW 12.125 280.33 75
11.625 280.33 36,000.00
BIRMINGHAM AL 35211 5 03/03/95 00
280001402958 05 05/01/95 0
0099796 O 04/01/25
0
1403121 A15/824 F 63,000.00 ZZ
180 62,842.13 3
46-48 PLATT STREET 14.750 784.02 65
14.250 784.02 97,000.00
NEW HAVEN CT 06510 5 01/27/95 00
280001403121 05 03/01/95 0
1
0195098 O 02/01/10
0
1403123 A15/824 F 97,500.00 ZZ
180 94,696.24 3
210 & 214 THIRD STREET 13.125 1,088.08 75
12.625 1,088.08 130,000.00
ROSEVILLE CA 95678 5 01/06/95 00
280001403123 05 03/01/95 0
1194180 N 02/01/10
0
1403188 562/562 F 231,000.00 ZZ
360 230,602.65 1
933 KING STREET 11.250 2,243.62 80
10.750 2,243.62 289,000.00
GREENWICH CT 06831 1 11/30/95 00
502419 05 01/01/96 0
502419 O 12/01/25
0
1403726 180/824 F 119,000.00 ZZ
360 118,414.26 1
10596 LAKE JASMINE DRIVE 11.375 1,167.11 85
10.875 1,167.11 140,000.00
BOCA RATON FL 33498 2 02/24/95 23
280001403726 03 04/01/95 0
0097802 O 03/01/25
0
1403729 757/728 F 45,900.00 ZZ
360 45,591.80 1
297 SIENA VISTA 9.875 398.58 90
9.625 398.58 51,000.00
MOBILE AL 36607 1 02/27/95 04
0380097023 05 04/01/95 17
0099057 O 03/01/25
0
1403899 B51/824 F 175,000.00 ZZ
180 170,376.02 2
29-31 WARWICK ROAD 12.500 2,156.91 75
12.000 2,156.91 235,000.00
WATERTOWN MA 02172 5 03/23/95 00
280001403899 05 05/01/95 0
484321781 O 04/01/10
0
1
1405011 A62/824 F 36,800.00 ZZ
180 35,687.91 1
1100 WEBB RD 11.000 418.27 80
10.500 418.27 46,000.00
DOTHAN AL 36303 5 03/20/95 00
280001405011 05 05/01/95 0
0099796 O 04/01/10
0
1405503 201/824 F 64,050.00 ZZ
360 63,898.10 1
612 CORNWALL DRIVE 12.000 658.83 70
11.500 658.83 91,500.00
CALIFORNIA MD 20619 1 08/04/95 00
280001405503 05 10/01/95 0
1600792954 O 09/01/25
0
1405777 A62/824 F 34,800.00 ZZ
180 33,865.48 1
208 LINCOLN STREET 11.375 403.77 80
10.875 403.77 43,500.00
DOTHAN AL 36303 5 03/31/95 00
280001405777 05 06/01/95 0
99796 O 05/01/10
0
1415063 766/824 F 59,850.00 ZZ
360 59,644.22 1
937 BOLTON LANE 12.250 627.17 70
11.750 627.17 85,500.00
ROCKLEDGE FL 32955 5 04/19/95 00
280001415063 05 06/01/95 0
95KR006 O 05/01/25
0
1415336 A62/824 F 39,000.00 ZZ
360 38,859.24 1
1114 GEORGIA STREET 11.625 389.94 49
11.125 389.94 79,900.00
LOUISIANA MO 63353 1 05/08/95 00
280001415336 05 07/01/95 0
0099796 O 06/01/25
0
1415612 820/824 F 58,000.00 ZZ
180 49,078.43 1
3627 KEYSTONE AVENUE 7.375 533.56 28
NO. 1 6.875 533.56 210,000.00
1
LOS ANGELES CA 90034 2 09/28/92 00
280001415612 05 11/01/92 0
021003955 O 10/01/07
0
1415636 820/824 F 36,940.00 ZZ
180 35,950.59 1
3315 OLIVE STREET 12.350 451.69 70
11.850 451.69 53,000.00
DENVER CO 80207 5 01/25/95 00
280001415636 05 05/01/95 0
01702113 O 04/01/10
0
1415686 180/824 F 183,200.00 ZZ
360 182,648.46 1
961 TENDERFOOT DRIVE 9.500 1,540.45 85
9.000 1,540.45 217,000.00
LARKSPUR CO 80118 2 10/17/95 04
280001415686 05 12/01/95 17
3348919 N 11/01/25
0
1416286 664/824 F 115,500.00 ZZ
360 115,073.86 1
35 MAZIE LANE 11.500 1,143.79 70
11.000 1,143.79 165,000.00
PLEASANT HILL CA 94523 5 05/08/95 00
280001416286 05 07/01/95 0
2026565 O 06/01/25
0
1417079 664/824 F 53,000.00 ZZ
360 52,824.48 1
4144 PORTAGE 12.000 545.17 28
11.500 545.17 190,000.00
HOFFMAN ESTATES IL 60195 5 05/18/95 00
280001417079 05 07/01/95 0
2041275 O 06/01/25
0
1417164 A07/728 F 70,200.00 ZZ
360 69,773.08 1
12134 S. YALE AVENUE 9.125 571.17 90
8.875 571.17 78,000.00
CHICAGO IL 60628 1 05/19/95 04
0380117169 05 07/01/95 25
0099464 N 06/01/25
0
1
1417417 665/728 F 115,000.00 ZZ
360 113,964.19 1
1751 324 ROAD 9.125 935.68 66
8.875 935.68 175,000.00
SILT CO 81652 1 06/02/95 00
0380148891 05 08/01/95 0
200574 O 07/01/25
0
1417596 560/824 F 36,500.00 ZZ
360 36,332.33 1
1833 32ND STREET SW 10.000 320.31 67
9.500 320.31 54,500.00
WYOMING MI 49509 5 06/21/95 00
280001417596 05 08/01/95 0
0100188 O 07/01/25
0
1417607 939/728 F 217,500.00 ZZ
360 216,604.57 1
21 INGRAHAM BLVD 10.000 1,908.72 95
9.750 1,908.72 229,000.00
HEMPSTEAD NY 11550 1 08/03/95 01
0380167214 05 09/01/95 30
9501913 O 08/01/25
0
1417804 744/728 F 348,000.00 ZZ
360 346,281.67 1
2147 EDISON STREET 9.125 2,831.44 80
8.875 2,831.44 435,000.00
SANTA YNEZ CA 93460 1 07/11/95 00
0380169111 05 09/01/95 0
73983 O 08/01/25
0
1417811 A62/728 F 104,400.00 ZZ
360 103,781.19 1
1705 DYKSTRA ROAD N 9.250 858.87 95
9.000 858.87 109,900.00
MUSKEGON MI 49445 1 05/25/95 11
0380119397 05 07/01/95 30
1417811 O 06/01/25
0
1417825 939/728 F 351,000.00 ZZ
180 340,174.66 1
1
212 ROBBY LANE 8.750 3,508.07 90
8.500 3,508.07 390,000.00
MANHASSET HILLS NY 11040 1 05/23/95 10
0380119546 05 07/01/95 25
9501978 O 06/01/10
0
1417933 B56/824 F 39,975.00 ZZ
180 39,889.23 1
8409 N. INTERSTATE PLACE 14.750 497.48 65
14.250 497.48 61,500.00
PORTLAND OR 97217 5 03/20/95 00
280001417933 05 05/01/95 0
0195230 O 04/01/10
0
1418058 B56/824 F 50,700.00 ZZ
180 50,622.81 1
5208 VAN BUREN ROAD 15.875 676.69 53
15.375 676.69 96,000.00
DELRAY BEACH FL 33484 5 04/27/95 00
280001418058 05 06/01/95 0
0495268 O 05/01/10
0
1418109 B56/824 F 27,300.00 ZZ
180 27,250.95 1
102 COYOL STREET 14.750 339.75 70
14.250 339.75 39,000.00
SAN ANTONIO TX 78237 1 05/01/95 00
280001418109 05 07/01/95 0
0495231 O 06/01/10
0
1418251 635/824 F 72,000.00 ZZ
360 71,603.42 1
14 HAWKINS WAY 9.125 585.82 80
8.625 585.82 90,000.00
OCEAN TOWNSHIP NJ 08758 1 06/29/95 00
280001418251 05 08/01/95 0
0101250 O 07/01/25
0
1418297 A13/824 F 71,000.00 ZZ
360 70,742.24 1
7025 EAST 53RD PLACE SOUTH 12.000 730.32 65
11.500 730.32 110,000.00
TULSA OK 74145 5 04/24/95 00
280001418297 05 06/01/95 0
1
950009296 O 05/01/25
0
1418670 635/824 F 74,900.00 ZZ
360 74,546.73 1
4021 W 172ND PLACE 9.875 650.40 70
9.375 650.40 107,000.00
COUNTRY CLUB HI IL 60477 5 06/05/95 00
280001418670 05 08/01/95 0
6166847 O 07/01/25
0
1418745 921/921 F 78,400.00 ZZ
360 78,110.79 1
13101 EAST 48TH AVENUE 11.500 776.39 80
11.000 776.39 98,000.00
DENVER CO 80239 2 05/17/95 00
253476 05 07/01/95 0
253476 O 06/01/25
0
1418748 597/728 F 67,500.00 ZZ
360 67,118.49 1
44 MAPLE STREET 9.000 543.13 75
8.750 543.13 90,000.00
CONSHOHOCKEN PA 19428 1 06/21/95 00
0380144619 07 08/01/95 0
750028 N 07/01/25
0
1418937 201/728 F 125,100.00 ZZ
360 124,308.45 1
942 WESTMINISTER STREET NW 9.375 1,040.52 90
9.125 1,040.52 139,000.00
WASHINGTON DC 20001 1 04/25/95 01
0380121153 05 06/01/95 25
1600797508 N 05/01/25
0
1419030 447/824 F 91,100.00 T
360 86,868.70 1
1871 RANCHITO DRIVE 10.125 807.90 75
9.625 807.90 121,500.00
LAKE HAVASU CIT AZ 86403 2 11/10/89 00
280001419030 05 01/01/90 0
482703 O 12/01/19
0
1
1419093 447/824 F 104,750.00 ZZ
360 102,187.39 1
4127 AUGUSTA DRIVE 8.625 814.74 90
8.125 814.74 116,400.00
CROWN POINT IN 46307 1 04/23/93 11
280001419093 05 06/01/93 20
1113750 O 05/01/23
0
1419180 028/728 F 27,000.00 ZZ
360 26,799.97 1
11246 CHALMERS AVENUE 9.875 234.45 90
9.625 234.45 30,000.00
WARREN MI 48089 1 04/19/95 01
0380126541 05 06/01/95 25
350554 N 05/01/25
0
1419755 664/728 F 79,200.00 ZZ
360 78,752.41 1
866 SW 139TH STREET 9.000 637.27 90
8.750 637.27 88,000.00
BURIEN WA 98166 1 06/15/95 10
0380149295 05 08/01/95 25
2005882 N 07/01/25
0
1419947 688/728 F 282,900.00 ZZ
360 281,084.29 1
17056 W. 71ST PLACE 8.375 2,150.24 90
8.125 2,150.24 314,385.00
GOLDEN CO 80403 1 06/02/95 04
0380140674 03 08/01/95 25
224207 O 07/01/25
0
1420189 635/635 F 164,000.00 ZZ
360 163,167.36 1
340 VENICE DR 8.990 1,318.41 75
8.740 1,318.41 218,750.00
TOWNSHIP OF DOV NJ 08735 1 07/07/95 00
6163505 05 09/01/95 0
6163505 O 08/01/25
0
1420567 664/824 F 125,000.00 ZZ
360 124,379.01 1
13708 97TH AVENUE NE 9.625 1,062.49 68
9.125 1,062.49 185,000.00
1
KIRKLAND WA 98034 5 06/14/95 00
280001420567 05 08/01/95 0
2005445 O 07/01/25
0
1420570 635/824 F 101,250.00 ZZ
360 100,600.54 1
209 MORRISON AVENUE 8.375 769.57 75
7.875 769.57 135,000.00
HIGHTSTOWN NJ 08520 1 06/30/95 00
280001420570 05 08/01/95 0
9805649 O 07/01/25
0
1420787 069/824 F 285,000.00 ZZ
360 283,151.78 1
5840 MOHAWK STREET 9.000 2,293.18 79
8.500 2,293.18 362,500.00
LAS VEGAS NV 89118 5 06/26/95 00
280001420787 05 08/01/95 0
2039352 O 07/01/25
0
1420807 766/F06 F 57,400.00 T
360 57,040.93 1
2801 NE 183 STREET 8.500 441.36 70
#901 8.250 441.36 82,000.00
MIAMI FL 33160 1 06/16/95 00
0380134644 06 08/01/95 0
95JT017 O 07/01/25
0
1420907 201/824 F 170,000.00 ZZ
360 169,284.06 1
3 TUDOR DRIVE 9.625 1,444.99 70
9.125 1,444.99 245,290.00
TOWNSHIP OF HOW NJ 07731 1 11/29/95 00
280001420907 05 01/01/96 0
1300811500 O 12/01/25
0
1420960 180/728 F 146,600.00 ZZ
360 145,818.31 1
8985 ROCHESTER DRIVE 8.750 1,153.31 80
8.500 1,153.31 183,282.00
COLORADO SPRING CO 80920 1 07/25/95 00
0380184078 05 09/01/95 0
3391406 O 08/01/25
0
1
1420961 180/728 F 63,000.00 ZZ
360 62,661.79 1
517 SHERRI LANE 9.250 518.29 80
9.000 518.29 79,000.00
BLUE SPRINGS MO 64014 5 06/23/95 00
0380151945 05 08/01/95 0
2957348 O 07/01/25
0
1421089 B33/B33 F 70,000.00 ZZ
180 68,110.12 1
18 KENNETH AVENUE 7.875 663.91 74
7.625 663.91 95,000.00
HUNTINGTON NY 11743 1 07/24/95 00
2565604 05 09/01/95 0
G1556 O 08/01/10
0
1421099 180/824 F 120,000.00 ZZ
360 119,419.13 1
12371 EUCLID STREET 9.750 1,030.99 80
9.250 1,030.99 150,000.00
GARDEN GROVE CA 92640 5 06/21/95 00
280001421099 05 08/01/95 0
3363678 O 07/01/25
0
1421118 180/824 F 560,000.00 ZZ
360 557,570.65 1
7189 REDLIN LANE 9.750 4,811.27 51
9.250 4,811.27 1,100,000.00
ORLEAN VA 22128 5 07/26/95 00
280001421118 05 09/01/95 0
3393444 O 08/01/25
0
1421120 A52/824 F 49,600.00 ZZ
240 48,911.23 1
3249 ROBIN HOOD LANE 9.000 446.26 80
8.500 446.26 62,000.00
WINSTON GA 30187 5 07/31/95 00
280001421120 05 09/01/95 0
0102412 O 08/01/15
0
1421346 921/921 F 43,550.00 ZZ
360 43,445.40 1
1
225 EAST 400 SOUTH 13.000 481.75 65
12.500 481.75 67,000.00
CIRCLEVILLE UT 84723 5 06/05/95 00
253443 05 08/01/95 0
253443 O 07/01/25
0
1421347 921/921 F 35,000.00 ZZ
180 34,354.20 1
14 BUCK STREET 13.375 451.51 42
12.875 451.51 84,000.00
KILINGLY CT 06239 5 06/02/95 00
0403535 05 08/01/95 0
103182 O 07/01/10
0
1421572 688/824 F 32,550.00 ZZ
180 31,939.91 1
614 COLLINGSWOOD DRIVE 9.125 332.57 70
8.625 332.57 46,500.00
CORPUS CHRISTI TX 78412 5 09/13/95 00
280001421572 05 11/01/95 0
222057 N 10/01/10
0
1421606 180/728 F 54,000.00 ZZ
360 53,738.59 2
1401 BERKLEY AVENUE 9.750 463.95 90
9.500 463.95 60,000.00
PUEBLO CO 81004 1 06/23/95 04
0380149485 05 08/01/95 30
3391182 N 07/01/25
0
1421730 635/824 F 65,000.00 ZZ
360 64,687.18 1
1016 LEIPER ST 9.250 534.74 70
8.750 534.74 94,000.00
EDDYSTONE PA 19111 5 06/28/95 00
280001421730 05 09/01/95 0
617909700 O 08/01/25
0
1421842 028/728 F 81,000.00 ZZ
360 80,193.53 3
1841 W WALNUT STREET 10.125 718.33 90
9.875 718.33 90,000.00
CHICAGO IL 60612 1 05/25/95 01
0380134784 05 07/01/95 25
1
350930 N 06/01/25
0
1422000 623/623 F 89,000.00 ZZ
360 88,511.74 1
7201 DESERT JEWEL DR 9.625 756.49 75
9.375 756.49 118,659.00
EL PASO TX 79912 1 05/05/95 00
0850444 05 07/01/95 0
085044 O 06/01/25
0
1422116 575/728 F 103,250.00 ZZ
360 102,740.14 1
322 LINDSKOOG ROAD 9.125 840.08 70
8.875 840.08 147,500.00
ALCOVE NY 12007 1 07/12/95 00
0380162124 05 09/01/95 0
1229145 O 08/01/25
0
1422263 921/921 F 80,500.00 ZZ
360 80,238.08 1
2796 WARDWAY DRIVE 12.250 843.56 70
11.750 843.56 115,000.00
SALT LAKE CITY UT 84124 5 06/14/95 00
254110 05 08/01/95 0
254110 O 07/01/25
0
1422270 664/728 F 64,800.00 ZZ
360 64,433.82 1
3021 SE 78TH AVENUE 9.000 521.40 80
8.750 521.40 81,000.00
PORTLAND OR 97206 1 06/08/95 01
0380137027 05 08/01/95 12
1980853 N 07/01/25
0
1422280 664/728 F 85,600.00 ZZ
360 84,459.63 1
14425 SW DERBY STREET 9.125 696.47 80
8.875 696.47 107,000.00
BEAVERTON OR 97005 1 06/07/95 10
0380138793 05 08/01/95 12
1980663 N 07/01/25
0
1
1422307 028/728 F 104,800.00 ZZ
360 103,480.37 1
31643 BELLA VISTA DR 9.250 862.17 80
9.000 862.17 131,000.00
FARMINGTON HILL MI 48334 1 05/23/95 00
0380139734 05 07/01/95 0
168900 O 06/01/25
0
1422573 025/025 F 400,000.00 ZZ
180 387,263.36 1
600 SOUTH LAKE SYBELIA DRIVE 8.375 3,909.70 80
8.125 3,909.70 500,000.00
MAITLAND FL 32751 1 05/31/95 00
540967 05 07/01/95 0
540967 O 06/01/10
0
1422722 A67/824 F 53,500.00 ZZ
360 53,241.00 1
1118 DUKE LANE 9.750 459.65 80
9.250 459.65 66,900.00
ALBANY GA 31707 1 06/30/95 00
280001422722 05 08/01/95 0
0105618 O 07/01/25
0
1422741 664/728 F 72,800.00 ZZ
360 72,378.01 1
9600 SUGAR HILL DRIVE 8.875 579.23 80
8.625 579.23 91,000.00
AUSTIN TX 78745 1 06/07/95 00
0380146978 05 08/01/95 0
2011997 N 07/01/25
0
1423367 180/824 F 74,400.00 ZZ
360 74,109.38 1
100 NW 10TH STREET 10.250 666.70 80
9.750 666.70 93,000.00
BOCA RATON FL 33432 5 07/17/95 00
280001423367 05 09/01/95 0
3394871 O 08/01/25
0
1423521 B24/728 F 125,100.00 ZZ
360 123,888.75 1
17 PINES BRIDGE ROAD 9.250 1,029.17 90
9.000 1,029.17 139,000.00
1
OXFORD CT 06478 1 07/07/95 04
0380142399 05 09/01/95 25
0107223 O 08/01/25
0
1423681 621/824 F 420,000.00 ZZ
360 417,626.15 1
5269 AMESTOY AVENUE 9.000 3,379.42 80
8.500 3,379.42 525,000.00
ENCINO AREA CA 91316 1 06/28/95 00
280001423681 05 08/01/95 0
1049723 O 07/01/25
0
1423700 664/824 F 108,000.00 ZZ
360 106,053.22 1
1587 OAKMONT ROAD 8.375 820.88 60
7.875 820.88 181,000.00
HOFFMAN ESTATES IL 60194 5 07/27/95 00
280001423700 05 09/01/95 0
2043438 O 08/01/25
0
1423758 637/824 F 34,500.00 ZZ
360 34,319.32 1
813 EAST 10TH STREET 11.750 348.25 56
11.250 348.25 62,000.00
BERWICK PA 18603 5 12/14/94 00
280001423758 05 02/01/95 0
4119111 O 01/01/25
0
1423764 637/824 F 62,500.00 ZZ
360 62,302.83 2
316 OAK STREET 13.000 691.38 50
12.500 691.38 125,000.00
STOUGHTON WI 53589 5 04/18/95 00
280001423764 05 06/01/95 0
3765591 O 05/01/25
0
1423773 637/824 F 42,750.00 ZZ
360 42,580.92 1
3015 9TH AVENUE 12.000 439.74 75
11.500 439.74 57,000.00
COUNCIL BLUFFS IA 51501 1 03/07/95 00
280001423773 05 05/01/95 0
3764065 O 04/01/25
0
1
1423932 201/728 F 40,000.00 ZZ
180 38,614.93 2
115 WEST 24TH STREET 9.125 408.69 48
8.875 408.69 84,000.00
WILMINGTON DE 19802 5 06/17/95 00
0380141508 05 08/01/95 0
3800807517 N 07/01/10
0
1424015 028/728 F 244,000.00 ZZ
360 242,438.44 1
4456 LAKE CALABAY DRIVE 8.875 1,941.37 80
8.625 1,941.37 305,428.00
ORLANDO FL 32837 1 06/06/95 00
0380140211 05 07/01/95 0
358333 O 06/01/25
0
1424018 B35/824 F 88,650.00 ZZ
360 88,109.23 1
43 NOTTINGHAM LANE 8.625 689.52 90
8.125 689.52 98,500.00
BERLIN MD 21811 1 06/28/95 23
280001424018 01 08/01/95 0
9582010323 N 07/01/25
0
1424113 664/728 F 124,000.00 ZZ
360 123,222.28 1
4144 VIRGINIA WAY 8.500 953.46 80
8.250 953.46 155,550.00
LAKE OSWEGO OR 97035 1 06/12/95 10
0380145608 05 08/01/95 12
1981182 N 07/01/25
0
1424119 664/728 F 34,000.00 ZZ
360 32,606.67 1
504 LAKEWAY DRIVE 9.250 279.71 42
9.000 279.71 82,000.00
GEORGETOWN TX 78628 1 06/14/95 00
0380146275 05 08/01/95 0
2012524 O 07/01/25
0
1424155 180/824 F 61,600.00 ZZ
360 61,330.11 1
1
9422 S. MAY STREET 9.750 529.24 70
9.250 529.24 88,000.00
CHICAGO IL 60620 5 07/25/95 00
280001424155 05 09/01/95 0
3287489 N 08/01/25
0
1424179 766/824 F 65,000.00 ZZ
360 64,729.86 1
811 PLOVER AVENUE 8.875 517.17 49
8.375 517.17 133,000.00
MIAMI SPRINGS FL 33166 5 10/20/95 00
280001424179 05 12/01/95 0
95SG428 O 11/01/25
0
1424356 597/824 F 50,000.00 ZZ
360 49,765.42 1
29 MEADOW POND ROAD 9.375 415.88 37
8.875 415.88 137,740.00
HARDYSTON TOWNS NJ 07419 1 07/20/95 00
280001424356 05 09/01/95 0
650469 O 08/01/25
0
1424498 051/824 F 91,500.00 ZZ
180 89,183.29 1
6008 IRVING STREET 8.625 907.75 69
8.125 907.75 133,000.00
METAIRIE LA 70003 2 07/28/95 00
280001424498 05 09/01/95 0
30100887 O 08/01/10
0
1424751 664/728 F 170,000.00 ZZ
360 168,927.57 1
13615 KNAUS ROAD 8.500 1,307.16 85
8.250 1,307.16 200,000.00
LAKE OSWEGO OR 97034 1 06/15/95 10
0380147760 05 08/01/95 12
1981240 N 07/01/25
0
1424853 635/824 F 75,000.00 ZZ
180 73,354.22 1
199 CLIFTON AVE 8.875 755.14 41
8.375 755.14 185,000.00
SPARTANBURG SC 29302 2 08/01/95 00
280001424853 05 10/01/95 0
1
6192033 O 09/01/10
0
1424854 635/824 F 311,500.00 ZZ
360 309,662.27 1
4852 CHURCH RD 8.250 2,340.20 70
7.750 2,340.20 445,000.00
MT LAUREL TOWNS NJ 08054 1 07/20/95 00
280001424854 05 09/01/95 0
619565500 O 08/01/25
0
1424862 927/728 F 175,000.00 ZZ
360 174,157.01 1
1270 CALICO DRIVE 9.250 1,439.69 70
9.000 1,439.69 250,000.00
CALICO BASIN NV 89124 2 07/20/95 00
0380174053 05 09/01/95 0
128538 O 08/01/25
0
1425241 028/728 F 80,100.00 ZZ
360 79,722.28 2
3717-3719 HOLLISTER DRIVE 9.875 695.55 90
9.625 695.55 89,000.00
LAKE HAVASU CIT AZ 86406 1 06/16/95 04
0380171091 05 08/01/95 30
175217 N 07/01/25
0
1425257 180/824 F 90,000.00 ZZ
360 89,566.84 1
36 WINDSOR PL 9.250 740.41 68
8.750 740.41 134,000.00
NORWALK CT 06854 5 07/25/95 00
280001425257 05 09/01/95 0
3395506 O 08/01/25
0
1425353 201/728 F 114,000.00 ZZ
360 113,298.88 1
969 SHERMAN AVENUE 8.750 896.84 95
COUNTY OF UNION 8.500 896.84 120,000.00
CITY OF PLAINFI NJ 07063 2 06/14/95 04
0380145665 05 08/01/95 30
2800810885 O 07/01/25
0
1
1425396 664/728 F 73,200.00 ZZ
360 72,771.40 1
7400 VINTAGE HILLS DRIVE 8.875 582.42 80
8.625 582.42 91,500.00
AUSTIN TX 78723 1 06/16/95 00
0380144353 05 08/01/95 0
2012235 N 07/01/25
0
1427871 028/728 F 142,400.00 ZZ
360 140,267.50 3
1724-1726 GAVIOTA AVENUE 9.250 1,171.49 80
9.000 1,171.49 178,000.00
LONG BEACH CA 90813 1 06/12/95 00
0380148545 05 08/01/95 0
167733 O 07/01/25
0
1431241 921/921 F 35,000.00 ZZ
180 34,428.75 1
201 62ND STREET NE 13.500 454.42 50
13.000 454.42 70,000.00
WASHINGTON DC 20019 5 06/28/95 00
0404194 05 09/01/95 0
103274 O 08/01/10
0
1431333 028/728 F 82,800.00 ZZ
360 82,430.73 3
3211 WEST WASHINGTON BLVD 9.875 718.99 85
9.625 718.99 97,500.00
CHICAGO IL 60624 1 07/25/95 01
0380167495 05 09/01/95 25
357435 N 08/01/25
0
1431360 526/824 F 36,800.00 ZZ
180 35,785.70 2
59 HOBART STREET 8.875 370.52 85
8.375 370.52 43,300.00
ROCHESTER NY 14611 1 08/25/95 04
280001431360 05 10/01/95 20
00052862 N 09/01/10
0
1431500 623/623 F 140,000.00 ZZ
360 139,174.24 1
5108 NW 76TH LANE 8.875 1,113.91 80
8.625 1,113.91 175,000.00
1
GAINESVILLE FL 32606 1 06/14/95 00
0855034 03 08/01/95 0
0855034 O 07/01/25
0
1431668 664/824 F 108,000.00 ZZ
180 104,983.20 2
2574 & 2578 BENSON LANE 8.750 1,079.41 80
8.250 1,079.41 135,000.00
EUGENE OR 97408 1 06/16/95 01
280001431668 05 08/01/95 12
1980846 N 07/01/10
0
1431669 664/824 F 74,200.00 ZZ
360 73,791.25 1
1607 NW 96TH STREET 9.125 603.72 90
8.625 603.72 82,500.00
VANCOUVER WA 98665 1 06/23/95 04
280001431669 05 08/01/95 25
1981018 N 07/01/25
0
1431769 737/728 F 150,000.00 ZZ
360 149,179.71 1
1133 CROSS CREEK DRIVE 8.625 1,166.68 53
8.375 1,166.68 285,500.00
FRANKLIN TN 37064 1 07/19/95 00
0380177171 05 09/01/95 0
552334 O 08/01/25
0
1431790 180/824 F 70,000.00 ZZ
360 69,680.07 1
7940 WEST TARO LANE 9.500 588.60 68
9.000 588.60 103,824.00
GLENDALE AZ 85308 1 07/17/95 00
280001431790 03 09/01/95 0
3204112 O 08/01/25
0
1431831 757/824 F 55,800.00 ZZ
360 55,549.48 1
5265 BUTLER ROAD 10.125 494.85 90
9.625 494.85 62,000.00
LIBERTY NC 27298 1 06/29/95 04
280001431831 05 08/01/95 25
2580454 O 07/01/25
0
1
1431914 664/728 F 84,150.00 ZZ
360 83,674.53 2
33686/33688 SE MAPLE STREET 9.000 677.09 85
8.750 677.09 99,000.00
SCAPPOOSE OR 97056 1 06/22/95 01
0380161571 05 08/01/95 20
1981802 N 07/01/25
0
1431969 A59/824 F 60,200.00 ZZ
360 60,057.21 1
557 80TH STREET NW 12.000 619.23 70
11.500 619.23 86,000.00
BUFFALO MN 55313 5 08/25/95 00
280001431969 05 10/01/95 0
1234 O 09/01/25
0
1432197 664/824 F 160,000.00 ZZ
180 157,299.00 1
2020 WALTERS AVENUE 8.500 1,575.59 55
8.000 1,575.59 295,000.00
NORTHBROOK IL 60062 5 10/16/95 00
280001432197 05 12/01/95 0
2044956 O 11/01/10
0
1432200 635/824 F 119,250.00 ZZ
360 117,788.13 1
3500 120TH PL SE 8.750 938.15 75
8.250 938.15 159,000.00
EVERETT WA 98208 2 07/25/95 00
280001432200 05 09/01/95 0
0101250 O 08/01/25
0
1432225 B56/824 F 60,000.00 ZZ
180 59,891.07 1
212 W 83RD STREET 14.250 722.82 37
13.750 722.82 165,000.00
LOS ANGELES CA 90003 5 06/14/95 00
280001432225 05 08/01/95 0
0695080 N 07/01/10
0
1432289 B56/824 F 165,750.00 ZZ
180 164,928.58 3
1
2418 NORTH CENTRAL PARK AVENUE 11.990 1,703.65 76
11.490 1,703.65 220,000.00
CHICAGO IL 60647 5 06/26/95 00
280001432289 05 08/01/95 0
0695183 O 07/01/10
0
1432299 921/921 F 55,000.00 ZZ
180 54,153.68 1
59 MARBLEHEAD STREET 14.125 737.09 37
13.625 737.09 150,000.00
NORTH ANDOVER MA 01845 5 07/07/95 00
400036 05 09/01/95 0
400036 O 08/01/10
0
1432321 180/824 F 29,250.00 ZZ
360 29,154.02 1
1520 PARKER LANE 10.500 267.57 65
10.000 267.57 45,000.00
AUSTIN TX 78741 5 08/18/95 00
280001432321 05 10/01/95 0
3421708 N 09/01/25
0
1432356 664/728 F 156,000.00 ZZ
360 154,742.25 1
9408 NE 11TH STREET 8.750 1,227.26 80
8.500 1,227.26 195,000.00
VANCOUVER WA 98664 1 06/21/95 01
0380150467 05 08/01/95 12
1979889 N 07/01/25
0
1432426 635/824 F 95,000.00 ZZ
360 93,669.53 1
20 BOLTON STREET 8.375 722.07 54
7.875 722.07 177,000.00
READING MA 01867 5 08/03/95 00
280001432426 05 10/01/95 0
6202634 O 09/01/25
0
1432449 405/405 F 254,000.00 ZZ
360 252,201.42 1
907 CASTELWALK COVE 8.375 1,930.59 80
8.125 1,930.59 320,000.00
LILBURN GA 30247 5 05/30/95 00
3646833 05 07/01/95 0
1
3646833 O 06/01/25
0
1432914 570/570 F 55,600.00 ZZ
180 54,112.56 1
524 THOMAS STREET 9.250 572.24 80
9.000 572.24 70,000.00
BETHLEHEM PA 18015 1 06/23/95 04
5832761 05 08/01/95 12
5832761 N 07/01/10
0
1432997 028/728 F 120,800.00 ZZ
360 120,184.19 1
505 WEST CANAL DRIVE 9.500 1,015.75 80
9.250 1,015.75 151,000.00
GULF SHORES AL 36542 1 06/21/95 00
0380161779 05 08/01/95 0
358099 O 07/01/25
0
1433068 028/728 F 46,300.00 ZZ
360 46,017.13 1
407 SOUTH AUDOBON AVENUE 9.250 380.90 79
9.000 380.90 59,000.00
TAMPA FL 33609 2 07/31/95 00
0380172081 01 09/01/95 0
358722 N 08/01/25
0
1433095 028/728 F 126,400.00 ZZ
360 125,721.52 1
9136 49TH AVENUE WEST 9.250 1,039.86 80
9.000 1,039.86 158,000.00
MUKILTEO WA 98275 2 06/15/95 00
0380158809 05 08/01/95 0
177014 O 07/01/25
0
1433112 028/728 F 61,600.00 ZZ
360 60,908.00 1
4756 NORTH 75TH PLACE 9.250 506.77 70
9.000 506.77 88,000.00
SCOTTSDALE AZ 85251 5 07/03/95 00
0380162678 09 09/01/95 0
175269 N 08/01/25
0
1
1433180 635/824 F 60,000.00 ZZ
180 58,445.71 1
3930 NORTH PINE GROVE #415 8.625 595.25 52
8.125 595.25 116,000.00
CHICAGO IL 60613 5 08/18/95 00
280001433180 06 10/01/95 0
6196919 O 09/01/10
0
1433688 664/728 F 48,000.00 ZZ
360 47,768.96 2
432 & 434 W ROSEWOOD AVENUE 9.250 394.89 80
9.000 394.89 60,000.00
SAN ANTONIO TX 78201 1 07/12/95 00
0380167750 05 09/01/95 0
111 N 08/01/25
0
1433712 028/728 F 141,500.00 ZZ
360 87,703.99 1
3700 GENERAL ARNOLD STEET NE 9.250 1,164.09 80
9.000 1,164.09 176,900.00
ALBUQUERQUE NM 87111 1 08/03/95 00
0380188582 05 10/01/95 0
175423 O 09/01/25
0
1433721 635/824 F 162,400.00 ZZ
360 161,652.44 1
108 ASHLEY OAKS DRIVE 8.875 1,292.13 70
8.375 1,292.13 232,000.00
BLYTHEWOOD SC 29016 2 08/09/95 00
280001433721 05 10/01/95 0
6138911 O 09/01/25
0
1433723 635/824 F 68,250.00 ZZ
360 67,904.19 1
256 CANNON TRAIL ROAD 9.000 549.16 75
8.500 549.16 91,000.00
LEXINGTON SC 29073 1 07/31/95 00
280001433723 05 09/01/95 0
621070200 O 08/01/25
0
1433784 B24/728 F 157,250.00 ZZ
360 156,533.14 1
79 WEST NORTH STREET 9.000 1,265.27 72
8.750 1,265.27 220,000.00
1
STAMFORD CT 06902 1 08/15/95 00
0380170416 05 10/01/95 0
UNKNOWN N 09/01/25
0
1434248 201/824 F 69,300.00 ZZ
360 68,918.25 1
2209 QUAIL RUN 9.125 563.85 90
8.625 563.85 77,000.00
COLLEGE STATION TX 77845 1 06/30/95 04
280001434248 05 08/01/95 25
7800817764 N 07/01/25
0
1434288 664/728 F 75,050.00 ZZ
360 74,625.94 2
1175 & 1185 WEST 22ND AVENUE 9.000 603.87 57
8.750 603.87 133,000.00
EUGENE OR 97405 2 06/16/95 00
0380160755 05 08/01/95 0
1980820 N 07/01/25
0
1434767 766/824 F 106,000.00 ZZ
360 105,476.57 1
2841 SW 65 AVENUE 9.125 862.45 65
8.625 862.45 164,000.00
MIAMI FL 33155 5 07/17/95 00
280001434767 05 09/01/95 0
95SG469 O 08/01/25
0
1434788 B75/728 F 62,500.00 ZZ
360 61,859.30 1
1403 62ND PLACE 8.875 497.28 50
8.625 497.28 125,000.00
LA GRANGE IL 60525 1 07/14/95 00
0380183237 05 09/01/95 0
2294973 O 08/01/25
0
1434807 635/824 F 188,800.00 ZZ
360 188,098.71 1
3695 GREENBRIAR DRIVE 9.250 1,553.22 69
8.750 1,553.22 275,000.00
ZANESVILLE OH 43701 2 09/29/95 00
280001434807 05 11/01/95 0
6218085 O 10/01/25
0
1
1435003 A73/728 F 75,000.00 ZZ
360 74,654.83 1
672 SOUTH BEECH STREET 8.875 596.73 49
8.625 596.73 155,000.00
LAKEWOOD CO 80228 5 08/10/95 00
0380171885 05 10/01/95 0
521037507 O 09/01/25
0
1435076 180/728 F 110,500.00 ZZ
360 110,029.13 1
617 NORTH 400 EAST 9.250 909.06 85
9.000 909.06 130,000.00
BOUNTIFUL UT 84010 5 08/16/95 23
0380199134 05 10/01/95 0
3537248 O 09/01/25
0
1435078 B76/824 F 120,000.00 ZZ
360 119,675.09 1
2539 WEST MILLER ROAD 10.750 1,120.18 71
10.250 1,120.18 170,000.00
MORRICE MI 48857 5 09/20/95 00
280001435078 05 11/01/95 0
176718 O 10/01/25
0
1435169 B32/824 F 125,000.00 ZZ
360 124,394.92 1
11120 LENOX DRIVE 9.750 1,073.95 70
9.250 1,073.95 181,000.00
UPPER MARLBORO MD 20772 2 06/22/95 00
280001435169 05 08/01/95 0
500148 O 07/01/25
0
1435525 635/824 F 70,000.00 ZZ
180 68,704.34 1
43 HOLLISTER LN 9.250 720.44 38
8.750 720.44 185,000.00
ISLIP NY 11751 5 09/13/95 00
280001435525 05 11/01/95 0
6211452 O 10/01/10
0
1435527 180/824 F 224,000.00 ZZ
360 223,225.63 1
1
1018 CALLE CARRILLO 10.250 2,007.27 80
9.750 2,007.27 280,000.00
SAN DIMAS CA 91773 5 08/23/95 00
280001435527 05 10/01/95 0
3516432 O 09/01/25
0
1435529 921/921 F 50,000.00 ZZ
180 49,230.63 1
69 NASON ROAD 14.125 670.08 25
13.625 670.08 204,000.00
SWAMPSCOTT MA 01907 5 07/24/95 00
400994 05 09/01/95 0
400994 O 08/01/10
0
1435540 201/728 F 131,750.00 ZZ
360 131,082.45 1
58 HULL AVENUE 9.000 1,060.10 85
COUNTY OF MONMOUTH 8.750 1,060.10 155,000.00
BOROUGH OF FREE NJ 07728 5 07/21/95 23
0380171570 05 09/01/95 0
18008255448 O 08/01/25
0
1435733 180/824 F 71,800.00 ZZ
360 71,572.30 1
8401 EAST 96TH STREET 9.250 590.68 65
8.750 590.68 112,000.00
INDIANAPOLIS IN 46256 5 10/26/95 00
280001435733 05 12/01/95 0
3510336 O 11/01/25
0
1436006 028/728 F 223,250.00 ZZ
360 222,089.64 1
1942 BAYBERRY COURT 8.875 1,776.28 95
8.625 1,776.28 235,000.00
TRACY CA 95376 2 07/12/95 04
0380169269 05 09/01/95 30
167519 O 08/01/25
0
1436038 635/824 F 50,000.00 ZZ
360 49,413.27 1
36 HUCKLEBERRY LN 8.500 384.46 57
8.000 384.46 89,000.00
BRISTOL TOWNSHI PA 19055 5 08/17/95 00
280001436038 05 10/01/95 0
1
621376300 O 09/01/25
0
1436791 642/824 F 98,000.00 ZZ
180 95,823.83 1
5264 W STATE HIGHWAY 140 10.125 1,060.62 77
9.625 1,060.62 128,000.00
MERCED CA 95340 5 07/18/95 00
280001436791 05 09/01/95 0
06554595 O 08/01/10
0
1436808 B76/824 F 101,175.00 ZZ
360 100,860.54 1
2243 CRYSTAL DRIVE 10.750 944.45 75
10.250 944.45 134,900.00
ROCHESTER HILLS MI 48309 1 08/18/95 00
280001436808 01 10/01/95 0
175828 O 09/01/25
0
1436812 635/824 F 73,000.00 ZZ
360 72,699.40 1
BOX 206 HOFFMANSVILLE RD 8.750 574.30 67
8.250 574.30 110,000.00
NEW HANOVER TWP PA 19435 5 08/30/95 00
280001436812 05 11/01/95 0
622686400 O 10/01/25
0
1436997 491/491 F 252,000.00 ZZ
360 250,397.51 1
3805 ALAMEDA WAY 7.875 1,827.18 79
7.625 1,827.18 320,000.00
BONITA CA 91902 2 07/11/95 00
4663080 05 09/01/95 0
4663080 O 08/01/25
0
1437182 965/824 F 65,400.00 ZZ
360 65,137.57 1
9451 NORTH HERON PLACE 8.875 520.35 77
8.375 520.35 85,000.00
TUCSON AZ 85741 2 09/13/95 00
280001437182 05 11/01/95 0
2709 O 10/01/25
0
1
1437649 921/921 F 35,500.00 ZZ
360 35,432.48 1
1808 SOUTH CEDAR 13.000 392.71 59
12.500 392.71 61,000.00
CASPER WY 82601 5 08/09/95 00
255125 05 10/01/95 0
255125 O 09/01/25
0
1437699 705/824 F 156,000.00 ZZ
180 153,479.58 2
4004 BRUNER AVENUE 9.000 1,582.26 80
8.500 1,582.26 195,000.00
BRONX NY 10466 2 10/27/95 00
280001437699 05 12/01/95 0
94100337 O 11/01/10
0
1437789 A67/824 F 34,800.00 ZZ
180 34,222.78 1
136 RANDALL AVENUE 12.000 417.66 64
11.500 417.66 55,000.00
FLOVILLA GA 30216 5 08/23/95 00
280001437789 05 10/01/95 0
6001465 O 09/01/10
0
1437850 635/824 F 58,500.00 ZZ
360 58,236.93 1
164 SNOW LN. 8.990 470.29 75
8.490 470.29 78,000.00
LEXINGTON SC 29072 1 08/30/95 00
280001437850 05 10/01/95 0
6210231 O 09/01/25
0
1437949 921/921 F 40,000.00 ZZ
360 39,910.22 2
2167 NE 56TH COURT 12.250 419.16 27
11.750 419.16 150,000.00
FORT LAUDERDALE FL 33308 5 08/07/95 00
293449 05 10/01/95 0
293449 O 09/01/25
0
1437966 635/824 F 130,000.00 ZZ
360 129,354.06 1
198 PARK LN 8.500 999.59 72
8.000 999.59 182,000.00
1
TRUMBULL CT 06611 1 08/31/95 00
280001437966 05 10/01/95 0
6204200 O 09/01/25
0
1437987 921/921 F 30,000.00 ZZ
360 29,942.99 1
17781 DONERT STREET 13.000 331.86 37
12.500 331.86 82,000.00
HESPERIA CA 92345 1 08/01/95 00
249649 05 10/01/95 0
249649 O 09/01/25
0
1438326 820/820 F 20,013.00 ZZ
180 19,540.43 1
3780 WOODGLEN BOULEVARD 14.000 266.52 17
13.500 266.52 118,000.00
DENVER CO 80233 5 05/08/95 00
1605340 05 08/01/95 0
1605340 O 07/01/10
0
1438374 635/824 F 210,000.00 ZZ
360 209,157.38 1
1828 BROOKFIELD DRIVE 8.875 1,670.85 70
8.375 1,670.85 300,000.00
AKRON OH 44313 5 09/07/95 00
280001438374 05 11/01/95 0
695342 O 10/01/25
0
1438387 820/820 F 400,000.00 ZZ
360 397,006.95 1
COX BROOK ROAD 8.375 3,040.29 60
7.875 3,040.29 667,048.00
MORETOWN VT 05660 4 05/19/95 00
1606048 05 07/01/95 0
1606048 O 06/01/25
0
1438395 820/820 F 104,000.00 ZZ
360 103,629.77 1
15794 HIGHWAY 216 11.665 1,043.02 80
11.165 1,043.02 130,000.00
BROOKWOOD AL 35444 5 05/10/95 00
1606034 05 07/01/95 0
1606034 O 06/01/25
0
1
1438397 820/820 F 84,415.00 ZZ
360 84,055.32 1
5720 WEST DR 9.250 694.46 78
8.750 694.46 109,000.00
EVERETT WA 98203 5 06/19/95 00
1605490 05 10/01/95 0
1605490 O 09/01/25
0
1438421 820/820 F 26,607.00 ZZ
360 26,564.28 1
2128 E HAZELTON AVE 13.750 310.00 46
13.250 310.00 58,000.00
STOCKTON CA 95205 5 06/15/95 00
1605497 05 10/01/95 0
1605497 O 09/01/25
0
1438486 820/820 F 157,500.00 ZZ
360 151,242.42 1
368 VILLA POINT DRIVE 7.875 1,141.98 70
7.375 1,141.98 225,000.00
NEWPORT BEACH CA 92660 1 06/24/93 00
1605484 01 08/01/93 0
1605484 N 07/01/23
0
1438492 820/820 F 20,000.00 ZZ
180 19,684.92 1
12329 JULIAN AVENUE 13.875 264.67 11
13.375 264.67 187,000.00
LAKESIDE CA 92040 5 07/03/95 00
60632412 05 09/01/95 0
60632412 O 08/01/10
0
1438661 820/820 F 42,250.00 ZZ
180 40,957.32 1
16358 HONORE STREET 10.900 477.56 65
10.400 477.56 65,000.00
MARKHAM IL 60426 5 05/12/95 00
1606033 05 07/01/95 0
1606033 O 06/01/10
0
1439107 736/824 F 90,000.00 ZZ
360 89,566.84 1
1
2340 SOUTH GARDEN STREET 9.250 740.41 69
8.750 740.41 132,000.00
VISALIA CA 93277 5 07/31/95 00
280001439107 05 09/01/95 0
434235 O 08/01/25
0
1439137 862/824 F 55,800.00 ZZ
180 55,570.29 1
4500 WHISKEY JACK ROAD 10.000 489.68 75
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SANDPOINT ID 83864 5 07/24/95 00
280001439137 05 09/01/95 0
7887490 O 08/01/10
0
1439141 736/824 F 120,000.00 ZZ
360 119,343.96 1
22615 1ST DRIVE SOUTHEAST 9.125 976.36 70
8.625 976.36 172,000.00
BOTHELL WA 98021 5 07/21/95 00
280001439141 05 09/01/95 0
431819 O 08/01/25
0
1439389 921/921 F 70,700.00 ZZ
180 69,182.08 1
1913 LYDIA DRIVE 9.125 722.36 70
8.625 722.36 101,000.00
LAFAYETTE CO 80026 5 08/22/95 00
257071 01 10/01/95 0
257071 N 09/01/10
0
1439426 862/824 F 48,700.00 ZZ
180 48,533.84 1
4921 AVERY CIRCLE 11.000 463.78 75
10.500 463.78 65,000.00
THE COLONY TX 75056 2 07/10/95 00
280001439426 05 09/01/95 0
7593460 O 08/01/10
0
1439444 862/824 F 26,250.00 ZZ
180 26,202.22 1
3852 BOARDMAN AVENUE 13.750 305.84 75
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KLAMATH FALLS OR 97603 1 07/20/95 00
280001439444 05 09/01/95 0
1
7889108 O 08/01/10
0
1439447 180/824 F 84,000.00 ZZ
360 83,709.55 1
3033 ST. HELEN'S WAY 10.250 752.73 65
9.750 752.73 130,000.00
MELBOURNE FL 32935 5 09/01/95 00
280001439447 05 10/01/95 0
3545613 O 09/01/25
0
1439452 664/824 F 40,000.00 ZZ
180 39,434.79 1
3321 CHARLESTON ROAD 10.500 442.16 59
10.000 442.16 68,000.00
WAUKEGAN IL 60087 5 10/06/95 00
280001439452 05 12/01/95 0
2048734 O 11/01/10
0
1439456 561/824 F 112,700.00 ZZ
360 112,485.81 1
397 BIRCH DRIVE 12.375 1,191.88 70
11.875 1,191.88 161,000.00
NAZARETH PA 18064 1 09/26/95 00
280001439456 05 11/01/95 0
8626145 O 10/01/25
0
1439826 635/824 F 137,000.00 ZZ
360 136,375.69 1
1015 NEWPORT MEWS DR 8.250 1,029.24 79
7.750 1,029.24 175,000.00
BENSALEM PA 19020 2 09/22/95 00
280001439826 05 11/01/95 0
624240800 O 10/01/25
0
1440238 664/824 F 50,000.00 ZZ
360 49,910.38 1
502 AUDUBON RD 10.000 438.79 34
9.500 438.79 150,000.00
STREAMWOOD IL 60107 4 12/16/95 00
280001440238 05 02/01/96 0
2120897 O 01/01/26
0
1
1440592 664/824 F 75,000.00 ZZ
180 73,580.96 1
7949 S WASHTENAW 9.000 760.70 75
8.500 760.70 100,000.00
CHICAGO IL 60652 5 09/19/95 00
280001440592 05 11/01/95 0
2049286 O 10/01/10
0
1440641 921/921 F 61,950.00 ZZ
360 61,807.05 1
1235 WEST 2ND STREET 12.125 643.20 70
11.625 643.20 88,500.00
RIFLE CO 81650 1 08/30/95 00
255646 05 10/01/95 0
255646 O 09/01/25
0
1440678 731/824 F 60,200.00 T
180 57,943.30 1
307 SOUTH 1ST STREET 7.750 566.65 70
7.250 566.65 86,000.00
ROSLYN WA 98941 5 06/07/95 00
280001440678 05 08/01/95 0
230830863 O 07/01/10
0
1441361 642/824 F 118,000.00 ZZ
360 117,574.27 1
265 RIVERDALE 10.625 1,090.44 78
10.125 1,090.44 152,000.00
VACAVILLE CA 95687 2 07/20/95 00
280001441361 05 09/01/95 0
06553295 O 08/01/25
0
1441475 A52/824 F 53,600.00 ZZ
360 53,121.95 1
316 CEDAR LANE 8.750 421.67 80
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STOCKBRIDGE GA 30281 2 09/18/95 00
280001441475 05 11/01/95 0
UNKNOWN O 10/01/25
0
1441993 683/728 F 264,000.00 ZZ
360 263,019.54 1
150 HITCHINGPOST LANE 9.250 2,171.86 80
9.000 2,171.86 330,000.00
1
BEDFORD NH 03110 1 09/29/95 00
0380221672 05 11/01/95 0
015130 O 10/01/25
0
1442528 635/824 F 50,000.00 ZZ
360 49,828.62 1
106 SAND RD 8.875 397.83 32
8.375 397.83 160,000.00
WESTWOOD NJ 07675 5 10/20/95 00
280001442528 05 12/01/95 0
625256300 O 11/01/25
0
1443400 642/824 F 73,750.00 ZZ
180 72,267.81 1
665 DRIFTWOOD DR 9.875 786.90 71
9.375 786.90 105,000.00
EL CENTRO CA 92243 5 08/28/95 00
280001443400 05 10/01/95 0
08550595 O 09/01/10
0
1443733 664/824 F 55,000.00 ZZ
180 54,130.76 3
2040 WEST 18TH PLACE 9.250 566.06 55
8.750 566.06 101,000.00
CHICAGO IL 60608 5 10/20/95 00
280001443733 05 12/01/95 0
2119626 O 11/01/10
0
1444067 180/824 F 78,400.00 ZZ
360 78,187.47 1
8031 SPRUCE STREET 10.000 688.02 80
9.500 688.02 98,000.00
HIGHLAND IN 46322 5 10/11/95 00
280001444067 05 12/01/95 0
3507910 O 11/01/25
0
1444399 921/921 F 66,000.00 ZZ
360 65,905.16 1
1019 K STREET 13.625 762.47 51
13.125 762.47 130,000.00
PENROSE CO 81240 5 09/20/95 00
257212 05 11/01/95 0
257212 O 10/01/25
0
1
1445023 635/824 F 66,750.00 ZZ
360 66,503.03 1
315 HOLLY DR 8.500 513.25 75
8.000 513.25 90,000.00
BRISTOL TOWNSHI PA 19055 5 10/13/95 00
280001445023 05 12/01/95 0
625821400 O 11/01/25
0
1445232 A47/824 F 140,000.00 ZZ
360 138,706.61 2
284 KIRKMAN AVENUE 9.000 1,126.47 70
8.500 1,126.47 200,000.00
ELMONT NY 11003 2 11/08/95 00
280001445232 05 01/01/96 0
9511201F O 12/01/25
0
1445999 921/921 F 92,400.00 ZZ
360 92,255.49 1
17 NEWHALL STREET 13.250 1,040.22 62
12.750 1,040.22 150,000.00
SAUGUS MA 01906 5 09/25/95 00
402834 05 11/01/95 0
402834 O 10/01/25
0
1446109 A52/824 F 31,200.00 ZZ
360 31,115.44 1
517 LOVETT STREET 10.000 273.80 80
9.500 273.80 39,000.00
MIDFIELD AL 35228 5 10/11/95 00
280001446109 05 12/01/95 0
122971 O 11/01/25
0
1446451 921/921 F 188,000.00 ZZ
360 187,134.70 1
20510 CAITLIN LANE 8.875 1,495.81 80
SAUGUS AREA 8.375 1,495.81 235,000.00
SANTA CLARITA CA 91350 1 08/14/95 00
249771 05 10/01/95 0
249771 O 09/01/25
0
1446579 965/824 F 40,000.00 ZZ
360 39,933.95 1
1
6030 EAST SAN CRISTOBAL 9.000 321.85 14
8.500 321.85 300,000.00
TUCSON AZ 85715 2 01/19/96 00
280001446579 03 03/01/96 0
136239 O 02/01/26
0
1447094 180/824 F 59,500.00 ZZ
180 58,600.52 1
2710 WHEELING STREET 9.750 630.33 70
9.250 630.33 85,000.00
AURORA CO 80011 2 10/18/95 00
280001447094 05 12/01/95 0
3593407 N 11/01/10
0
1447395 069/824 F 203,000.00 ZZ
360 202,543.37 1
933 KONGA DRIVE 10.000 1,781.48 76
9.500 1,781.48 270,000.00
LAS VEGAS NV 89123 2 11/24/95 00
280001447395 05 01/01/96 0
2352052488 O 12/01/25
0
1447493 635/824 F 127,500.00 ZZ
360 127,181.42 1
5 BEARBERRY RD 9.500 1,072.09 80
9.000 1,072.09 160,000.00
BERLIN MD 21811 5 11/06/95 00
280001447493 05 01/01/96 0
626739700 O 12/01/25
0
1447970 664/824 F 117,750.00 ZZ
360 117,478.02 1
4902 GLENWOOD AVE 9.875 1,022.49 75
9.375 1,022.49 157,000.00
EVERETT WA 98203 5 11/06/95 00
280001447970 05 01/01/96 0
2071132 O 12/01/25
0
1447990 A93/824 F 180,000.00 ZZ
360 179,687.04 1
29 HUNT PLACE 8.750 1,416.06 80
8.250 1,416.06 226,000.00
BETHPAGE NY 11714 2 01/03/96 00
280001447990 05 03/01/96 0
1
0133703 O 02/01/26
0
1447996 637/824 F 73,000.00 ZZ
360 72,803.37 1
117 SOUTH 53RD STREET 12.000 750.89 57
11.500 750.89 130,000.00
OMAHA NE 68132 5 07/07/95 00
280001447996 05 09/01/95 0
3768819 O 08/01/25
0
1448007 635/824 F 71,000.00 ZZ
360 70,819.78 1
4055 RANSOM RD 12.250 744.01 64
11.750 744.01 111,000.00
CLARENCE NY 14031 1 07/06/95 00
280001448007 05 09/01/95 0
6154132 O 08/01/25
0
1448094 705/824 F 130,000.00 ZZ
360 129,760.82 1
996 EAST 40TH STREET 9.875 1,128.85 73
9.375 1,128.85 180,000.00
BROOKLYN NY 11210 5 12/07/95 00
280001448094 05 02/01/96 0
95020201 O 01/01/26
0
1448193 921/921 F 116,000.00 ZZ
360 115,632.12 1
4901 GARY DRIVE 9.250 954.31 63
8.750 954.31 185,000.00
BERTHOUD CO 80513 5 10/11/95 00
258475 05 12/01/95 0
258475 O 11/01/25
0
1448250 180/824 F 76,400.00 ZZ
360 76,232.66 1
5818 BARTEE STREET 10.125 677.53 85
9.625 677.53 89,900.00
NORFOLK VA 23502 1 11/20/95 12
280001448250 05 01/01/96 12
3941697 O 12/01/25
0
1
1448443 635/824 F 134,000.00 ZZ
360 133,688.21 1
68-14 LOUBET ST 8.750 1,054.18 67
8.250 1,054.18 200,000.00
QUEENS NY 11375 2 12/07/95 00
280001448443 05 02/01/96 0
6270557 O 01/01/26
0
1448464 B76/824 F 39,900.00 ZZ
360 39,805.33 1
13066 CHERRYWOOD COURT 10.625 368.71 80
10.125 368.71 49,900.00
NORTHPORT MI 49670 1 10/30/95 00
280001448464 05 12/01/95 0
0113269 O 11/01/25
0
1449030 635/824 F 96,000.00 ZZ
180 95,189.38 1
55 SCHUYLER DRIVE 8.375 938.33 74
7.875 938.33 130,000.00
EDISON NJ 08817 2 01/19/96 00
280001449030 05 03/01/96 0
6273775 O 02/01/11
0
1449034 830/824 F 64,000.00 ZZ
180 63,141.56 1
2781 LEATHERWOOD DRIVE 9.000 649.13 80
8.500 649.13 81,000.00
COLUMBUS OH 43224 5 11/11/95 00
280001449034 05 01/01/96 0
0103570 O 12/01/10
0
1449170 694/824 F 44,000.00 ZZ
180 43,447.98 1
3716 RIM ROAD 9.750 466.12 80
9.250 466.12 55,000.00
IMPERIAL MO 63052 5 11/30/95 00
280001449170 05 01/01/96 0
0100102813 O 12/01/10
0
1449197 635/824 F 65,000.00 ZZ
180 62,430.70 1
1131 GRAVEL PIKE 9.000 659.28 57
8.500 659.28 116,000.00
1
BENSALEM TOWNSH PA 19020 2 04/13/95 00
280001449197 05 06/01/95 0
6130223 O 05/01/10
0
1449208 635/824 F 82,000.00 ZZ
360 81,805.56 1
599 EDGEFIELD DRIVE 9.750 704.51 61
9.250 704.51 136,500.00
MARION OH 43302 2 11/09/95 00
280001449208 05 01/01/96 0
6268015 O 12/01/25
0
1449697 635/824 F 332,500.00 ZZ
360 330,651.62 1
63 NEWTON RD 10.000 2,917.93 68
9.500 2,917.93 495,000.00
HAMPTON BAYS NY 11946 1 04/20/95 00
280001449697 05 06/01/95 0
6126239 O 05/01/25
0
1449773 635/824 F 240,600.00 ZZ
359 238,673.85 1
2016 91ST STREET NW 9.750 2,068.09 75
9.250 2,068.09 321,000.00
BRADENTON FL 34209 2 12/19/94 00
280001449773 03 02/01/95 0
6099394 O 12/01/24
0
1450068 927/824 F 164,500.00 ZZ
360 164,086.70 1
451 HINANO WAY 8.375 1,250.32 44
7.875 1,250.32 375,000.00
KAILUA HI 96734 5 12/15/95 00
280001450068 05 02/01/96 0
164236 O 01/01/26
0
1450608 694/824 F 86,450.00 ZZ
360 86,303.50 2
380-82 MECHANIC STREET 8.875 687.84 70
8.375 687.84 124,000.00
ORANGE NJ 07050 5 01/03/96 00
280001450608 05 03/01/96 0
0447205961 N 02/01/26
0
1
1450640 635/824 F 200,000.00 ZZ
360 199,298.07 1
221 NEW YORK BLV 8.500 1,537.83 50
8.000 1,537.83 400,000.00
SEA GIRT NJ 08750 1 11/21/95 00
280001450640 05 01/01/96 0
627833700 O 12/01/25
0
1450732 A04/824 F 52,000.00 ZZ
360 51,886.08 1
1307 EMERY AVENUE 10.125 461.15 70
9.625 461.15 75,000.00
BAKERSFIELD CA 93304 5 11/10/95 00
280001450732 05 01/01/96 0
951027037 O 12/01/25
0
1451520 635/824 F 74,000.00 ZZ
180 73,570.86 1
19 ELVIN ST 8.000 707.19 57
7.500 707.19 130,000.00
STATEN ISLAND NY 10314 2 01/29/96 00
280001451520 05 04/01/96 0
628049900 O 03/01/11
0
1451522 635/824 F 55,000.00 ZZ
180 54,233.59 1
117 RACHEL DR 8.875 553.77 47
8.375 553.77 118,000.00
CLINTON TOWNSHI PA 16056 5 11/15/95 00
280001451522 05 01/01/96 0
628047300 O 12/01/10
0
1451524 664/824 F 241,000.00 ZZ
360 240,443.38 1
164 NICOLL AVENUE 9.875 2,092.73 70
9.375 2,092.73 348,000.00
GLENN ELLYN IL 60137 5 11/22/95 00
280001451524 05 01/01/96 0
2122230 O 12/01/25
0
1451526 664/824 F 135,000.00 ZZ
360 134,704.24 1
1
12633 NE 109TH ST 10.125 1,197.22 75
9.625 1,197.22 180,000.00
KIRKLAND WA 98033 5 11/09/95 00
280001451526 05 01/01/96 0
2071843 O 12/01/25
0
1451859 561/824 F 304,000.00 ZZ
360 303,157.13 1
11700 CRYSTAL VIEW LANE 9.000 2,446.06 80
8.500 2,446.06 380,000.00
LONGMONT CO 80501 1 11/03/95 00
280001451859 03 01/01/96 0
8642415 O 12/01/25
0
1452334 830/824 F 137,000.00 ZZ
180 135,222.64 1
4065 WEST HELMSDALE CIRCLE 9.375 1,420.27 75
8.875 1,420.27 184,000.00
SOUTH JORDAN UT 84095 5 11/21/95 00
280001452334 05 01/01/96 0
522178 O 12/01/10
0
1452397 201/824 F 301,450.00 ZZ
360 300,696.75 1
15 STIRRUP WAY 9.500 2,534.76 90
9.000 2,534.76 334,990.00
FRANKLIN NJ 08873 1 11/30/95 12
280001452397 05 01/01/96 25
1300850631 O 12/01/25
0
1452434 664/824 F 136,000.00 ZZ
360 135,671.32 1
764 BAYBERRY DRIVE 9.750 1,168.46 80
9.250 1,168.46 170,000.00
BARTLETT IL 60103 2 11/15/95 00
280001452434 05 01/01/96 0
2120582 O 12/01/25
0
1452437 664/824 F 85,500.00 ZZ
180 84,340.38 1
2917 N LOWELL AVENUE 8.875 860.86 69
8.375 860.86 125,000.00
CHICAGO IL 60641 5 11/17/95 00
280001452437 05 01/01/96 0
1
2122182 O 12/01/10
0
1452459 595/824 F 134,000.00 ZZ
360 133,763.14 1
145 BAY AVENUE 11.125 1,288.79 60
10.625 1,288.79 225,000.00
BAYPORT NY 11705 2 11/22/95 00
280001452459 05 01/01/96 0
6032502 O 12/01/25
0
1452552 705/824 F 401,250.00 ZZ
360 400,108.45 1
251 LAKEVIEW AVENUE WEST 8.875 3,192.53 75
8.375 3,192.53 535,000.00
BRIGHTWATERS NY 11718 1 12/01/95 00
280001452552 05 01/01/96 0
95300244 O 12/01/25
0
1452587 766/824 F 69,200.00 ZZ
360 69,048.41 1
1726 NE BROOKSIDE STREET 10.125 613.68 80
9.625 613.68 86,500.00
PALM BAY FL 32905 1 11/15/95 00
280001452587 05 01/01/96 0
0101254 O 12/01/25
0
1452699 B24/824 F 45,500.00 ZZ
360 45,396.82 1
202 WOODBRIDGE COMMONS WAY 8.875 362.02 47
8.375 362.02 98,000.00
ISELIN NJ 07095 1 12/06/95 00
280001452699 01 02/01/96 0
0107223 O 01/01/26
0
1452711 180/824 F 91,000.00 ZZ
360 90,789.83 1
8502 FREDONIA ROAD 9.875 790.20 68
9.375 790.20 135,000.00
RICHMOND VA 23227 5 11/15/95 00
280001452711 05 01/01/96 0
3585213 O 12/01/25
0
1
1454037 830/824 F 74,800.00 ZZ
360 74,592.60 1
3290 SOUTH 6500 WEST 9.000 601.86 73
8.500 601.86 103,000.00
WEST VALLEY CIT UT 84120 2 11/13/95 00
280001454037 05 01/01/96 0
0522502 O 12/01/25
0
1454268 766/824 F 92,000.00 ZZ
360 91,738.27 1
41 NORTHWEST BOULEVARD 8.875 731.99 80
8.375 731.99 115,000.00
MIAMI FL 33126 1 11/17/95 00
280001454268 05 01/01/96 0
95AC303 O 12/01/25
0
1454548 862/824 F 80,000.00 ZZ
360 79,678.96 1
17361 APPLEGATE ROAD 8.875 636.52 58
8.375 636.52 140,000.00
APPLEGATE CA 95703 5 09/01/95 00
280001454548 05 11/01/95 0
7987068 O 10/01/25
0
1454550 862/824 F 205,000.00 ZZ
360 204,218.65 1
324 CEDAR STREET 9.125 1,667.95 79
8.625 1,667.95 260,000.00
REDWOOD CITY CA 94063 5 09/11/95 00
280001454550 05 11/01/95 0
7987209 O 10/01/25
0
1454633 664/824 F 42,000.00 ZZ
360 41,897.73 1
1445 4TH STREET 9.625 357.00 68
9.125 357.00 62,000.00
RED BLUFF CA 96080 5 11/15/95 00
280001454633 05 01/01/96 0
2018737 O 12/01/25
0
1454634 971/824 F 430,000.00 ZZ
180 424,483.30 1
900 POLK STREET 9.500 4,490.17 60
9.000 4,490.17 720,000.00
1
HOLLYWOOD FL 33019 5 11/27/95 00
280001454634 05 01/01/96 0
9560033 O 12/01/10
0
1454798 921/921 F 35,000.00 ZZ
360 34,725.48 1
411 EAST MONROE 12.500 373.55 55
12.000 373.55 64,000.00
POWELL WY 82435 5 11/01/95 00
258418 05 01/01/96 0
258418 O 12/01/25
0
1455038 A04/824 F 111,000.00 ZZ
360 110,743.64 1
3413 CASA GRANDE AVENUE 9.875 963.87 75
9.375 963.87 148,000.00
LAS VEGAS NV 89102 5 11/14/95 00
280001455038 05 01/01/96 0
0100187 O 12/01/25
0
1455240 820/820 F 50,000.00 ZZ
180 49,932.14 1
2654 CHEROKEE COURT 13.875 587.49 63
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0160577616 O 10/01/10
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1455250 820/820 F 62,120.00 ZZ
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1
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3920709 O 01/01/26
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280001456317 05 01/01/96 0
107110 O 12/01/25
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2121861 O 12/01/10
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LAS VEGAS NV 89110 5 11/20/95 00
280001456596 05 01/01/96 0
951114017 O 12/01/25
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MONTICELLO MN 55362 1 12/11/95 00
280001457236 05 02/01/96 0
1457236 O 01/01/26
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360 182,519.25 1
615 BOCCACCIO AVENUE 9.250 1,507.14 80
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VENICE AREA CA 90291 1 09/25/95 00
501148 05 11/01/95 0
1
501148 O 10/01/25
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1457589 921/921 F 252,000.00 ZZ
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294355 05 01/01/96 0
294355 O 12/01/25
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52273 O 01/01/26
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406405 05 01/01/96 0
406405 O 12/01/25
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PALMDALE CA 93551 1 12/01/95 00
280001458147 05 02/01/96 0
10971824 O 01/01/26
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1458706 595/824 F 124,000.00 ZZ
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280001458706 05 02/01/96 0
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1
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280001458875 05 02/01/96 0
0102500 O 01/01/26
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259184 O 12/01/25
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10550595 O 11/01/25
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WOODINVILLE WA 98072 5 12/04/95 00
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11039508 O 01/01/26
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UKIAH CA 95482 5 09/11/95 00
280001458992 05 11/01/95 0
445193 O 10/01/25
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280001459485 01 12/01/95 0
3583531 N 11/01/25
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5BB065 O 01/01/26
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280001459505 07 02/01/96 0
627977200 O 01/01/26
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280001459749 05 02/01/96 0
2121002 O 01/01/26
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1
1460110 180/824 F 94,100.00 ZZ
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280001460110 05 02/01/96 0
3430683 O 01/01/26
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1460168 921/921 F 50,000.00 ZZ
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406462 05 01/01/96 0
406462 O 12/01/25
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1460524 180/824 F 52,000.00 ZZ
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280001460524 05 02/01/96 0
3576345 O 01/01/26
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280001460672 05 03/01/96 0
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2124808 O 01/01/11
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1460853 921/921 F 135,000.00 ZZ
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1
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ROSLINDALE MA 02131 5 11/27/95 00
406439 05 01/01/96 0
406439 O 12/01/25
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OXFORD CT 06478 5 11/27/95 00
406199 05 01/01/96 0
406199 O 12/01/25
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1461229 180/824 F 75,000.00 ZZ
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519 WEST 100 SOUTH 9.000 603.47 80
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280001461229 05 01/01/96 0
3598497 O 12/01/25
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360 89,811.21 1
10140 ROYAL PALM BLVD 9.500 755.93 75
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CORAL SPRINGS FL 33065 1 02/29/96 00
280001461235 09 04/01/96 0
95DA216 O 03/01/26
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1461238 766/824 F 229,600.00 ZZ
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1341 GINGER CIRCLE 9.750 1,972.62 80
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280001461238 03 02/01/96 0
95SG989 O 01/01/26
0
1461561 562/824 F 161,000.00 ZZ
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280001461561 05 01/01/96 0
1
503763 O 12/01/25
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1461583 180/824 F 191,500.00 ZZ
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4040622 O 01/01/26
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1461609 664/824 F 100,000.00 ZZ
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RENTON WA 98059 1 12/21/95 00
280001461609 05 02/01/96 0
2074136 O 01/01/26
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500439 05 11/01/95 0
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1461969 562/562 F 40,000.00 ZZ
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500967 05 11/01/95 0
500967 O 10/01/10
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1462063 562/562 F 235,000.00 ZZ
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GREENWICH CT 06831 2 10/05/95 00
460485 05 12/01/95 0
460485 O 11/01/25
0
1
1462240 911/824 F 60,500.00 ZZ
360 60,441.42 1
1085 99TH STREET 11.500 599.13 66
#4 11.000 599.13 92,000.00
BAY HARBOR FL 33134 5 01/12/96 00
280001462240 01 03/01/96 0
0103816 O 02/01/26
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1462242 562/562 F 120,000.00 ZZ
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EAST ORANGE NJ 07018 5 10/05/95 00
500975 05 12/01/95 0
500975 N 11/01/25
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1462244 562/562 F 140,000.00 ZZ
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458 BEDFORD AVENUE 10.375 1,267.57 80
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1462249 562/562 F 157,500.00 ZZ
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128 WEST 4TH STREET 10.875 1,485.06 75
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MOUNT VERNON NY 10550 5 10/19/95 00
500017 05 12/01/95 0
500017 O 11/01/25
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1462250 562/562 F 93,500.00 ZZ
360 93,094.55 1
707 MCLEAN AVENUE 10.875 881.61 85
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POINT PLEASANT NJ 08742 1 10/19/95 23
500611 05 12/01/95 0
500611 O 11/01/25
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1462258 562/562 F 81,600.00 ZZ
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21 MYRTLE AVENUE 10.625 754.07 80
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461053 05 11/01/95 0
461053 N 10/01/25
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1462269 664/824 F 50,400.00 ZZ
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219 DAVID DRIVE 9.500 423.80 80
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SANGER TX 76266 1 12/19/95 00
280001462269 05 02/01/96 0
121995 O 01/01/26
0
1462337 A01/824 F 140,500.00 ZZ
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LAKE ELSINORE CA 92530 1 10/20/95 00
280001462337 05 12/01/95 0
WOOD O 11/01/25
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1462345 635/824 F 137,000.00 ZZ
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280001462345 05 03/01/96 0
6314454 O 02/01/11
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1462530 562/562 F 82,400.00 ZZ
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MIDDLETOWN NY 10940 5 09/28/95 00
461061 05 11/01/95 0
461061 N 10/01/25
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1
1462534 562/562 F 155,000.00 ZZ
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90024522 05 12/01/95 0
90024522 O 11/01/25
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1462539 562/562 F 184,000.00 ZZ
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MOUNT SINAI NY 11766 1 10/24/95 00
500884 05 12/01/95 0
500884 O 11/01/25
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1462544 562/562 F 98,000.00 ZZ
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500058 05 12/01/95 0
500058 O 11/01/25
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1462630 669/824 F 120,000.00 ZZ
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FAIR LAWN NJ 07410 1 01/12/96 00
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10021853 O 02/01/26
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LOWELL MA 01852 1 12/07/95 00
406611 05 02/01/96 0
406611 O 01/01/26
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1462757 757/824 F 350,000.00 ZZ
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2015 BRASSFIELD WAY 10.000 3,071.51 79
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ROSWELL GA 30075 1 11/29/95 00
280001462757 04 01/01/96 0
2666782 O 12/01/25
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CHANDLER AZ 85226 1 12/18/95 00
280001462790 05 02/01/96 0
426524 O 01/01/26
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BURTONSVILLE MD 20866 1 08/28/90 04
280001462796 05 10/01/90 22
0725196 O 09/01/20
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016005910 05 01/01/96 0
016005910 O 12/01/10
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1462845 820/820 F 144,000.00 ZZ
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01954384 05 01/01/96 0
01954384 O 12/01/25
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1462852 820/820 F 208,000.00 ZZ
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0160592718 05 01/01/96 0
1
0160592718 O 12/01/10
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1462875 820/820 F 145,000.00 ZZ
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117 (A,B,C&D) WEST 77TH STREET 10.250 1,299.35 73
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LOS ANGELES CA 90003 5 11/24/95 00
01954356 05 01/01/96 0
01954356 O 12/01/25
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1462926 820/820 F 41,200.00 ZZ
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LOGANSPORT IN 46947 5 11/17/95 00
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0160588212 O 12/01/10
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SAN BERNARDINO CA 92410 1 09/14/95 00
25062731 05 11/01/95 0
25062731 O 10/01/25
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0160586220 O 12/01/25
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01954120 05 01/01/96 0
01954120 N 12/01/25
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1
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JUPITER FL 33458 1 10/27/95 00
1302 03 12/01/95 0
1302 O 11/01/10
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1462973 820/820 F 36,900.00 ZZ
360 36,831.55 1
1018 N WEBSTER 10.900 348.62 90
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KOKOMO IN 46901 1 11/15/95 23
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1462978 820/820 F 50,000.00 T
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1293 03 12/01/95 0
1293 O 11/01/10
0
1462990 820/820 F 108,000.00 ZZ
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406041 O 01/01/26
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1
DARIEN NY 14005 5 01/25/96 23
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STERLING VA 22170 2 01/11/96 00
280001463023 03 03/01/96 0
4022760 O 02/01/26
0
1463024 180/824 F 57,600.00 ZZ
360 57,472.69 1
413 HIRSCH AVE 9.000 463.47 58
8.500 463.47 100,000.00
RUNNEMEDE NJ 08078 1 12/29/95 00
280001463024 05 02/01/96 0
1463024 O 01/01/26
0
1463053 820/820 F 37,600.00 ZZ
180 37,531.74 1
701 S PURDUM 11.000 358.07 80
10.500 358.07 47,000.00
KOKOMO IN 46901 1 12/01/95 00
0160590911 05 01/01/96 0
0160590911 O 12/01/10
0
1463061 820/820 F 258,000.00 ZZ
180 257,388.29 1
198 COUNTRY CLUB DRIVE #22 9.750 2,216.62 75
9.250 2,216.62 345,000.00
INCLINE VILLAGE NV 89450 5 11/16/95 00
05091410 01 01/01/96 0
05091410 N 12/01/10
0
1463087 140/824 F 60,000.00 ZZ
360 59,870.81 1
11914 POPLARWOOD DRIVE 9.125 488.18 73
8.625 488.18 83,000.00
LOUISVILLE KY 40272 2 12/22/95 00
280001463087 05 02/01/96 0
424333 O 01/01/26
0
1
1463179 180/824 F 57,000.00 ZZ
360 56,897.83 1
1769-C SESSIONS WALK 10.000 500.22 80
9.500 500.22 72,000.00
HOFFMAN ESTATES IL 60195 1 12/27/95 00
280001463179 01 02/01/96 0
4043907 O 01/01/26
0
1463193 A52/824 F 108,000.00 ZZ
360 107,811.54 1
6320 QUEENS MILL ROAD 10.125 957.77 80
9.625 957.77 135,000.00
MABLETON GA 30059 5 12/29/95 00
280001463193 05 02/01/96 0
0102412 O 01/01/26
0
1463248 A62/824 F 26,000.00 ZZ
360 25,965.19 1
459 FAIRFIELD AVENUE 10.000 228.17 58
9.500 228.17 45,000.00
COLUMBUS OH 43203 2 01/03/96 00
280001463248 05 03/01/96 0
1463248 N 02/01/26
0
1463364 921/921 F 134,000.00 ZZ
180 132,660.58 1
161 SOUTH GUN CLUB ROAD 9.750 1,419.55 79
9.250 1,419.55 170,000.00
AURORA CO 80018 5 12/11/95 00
260018 05 02/01/96 0
260018 O 01/01/11
0
1463864 766/824 F 65,000.00 ZZ
360 64,863.64 1
11041 SW 142 COURT 9.250 534.74 50
8.750 534.74 130,000.00
MIAMI FL 33186 5 12/18/95 00
280001463864 05 02/01/96 0
95004 O 01/01/26
0
1463962 757/824 F 106,500.00 ZZ
360 106,314.14 1
1
2 PELICAN COVE 10.125 944.47 75
9.625 944.47 142,000.00
SAVANNAH GA 31410 5 12/01/95 00
280001463962 05 02/01/96 0
2667129 O 01/01/26
0
1463979 B38/824 F 650,000.00 ZZ
180 649,305.00 1
78 ELM RIDGE ROAD 12.375 6,874.21 37
11.875 6,874.21 1,800,000.00
PRINCETON NJ 08540 5 12/29/95 00
280001463979 05 02/01/96 0
612270 O 01/01/11
0
1463999 664/824 F 86,000.00 ZZ
180 85,335.78 1
17706 SOUTH 70TH AVENUE 9.375 891.56 65
8.875 891.56 133,000.00
TINLEY PARK IL 60477 5 01/26/96 00
280001463999 05 03/01/96 0
2133635 O 02/01/11
0
1464035 921/921 F 60,000.00 ZZ
360 59,878.89 1
10 CEDAR KNOLL 11.375 588.46 80
10.875 588.46 75,000.00
TUSCALOOSA AL 35405 5 10/26/95 00
501452 05 12/01/95 0
501452 O 11/01/25
0
1464051 A52/824 F 78,000.00 ZZ
360 77,905.17 1
6840 GALTS FERRY ROAD 8.500 599.75 70
8.000 599.75 112,000.00
ACWORTH GA 30102 5 02/14/96 00
280001464051 05 04/01/96 0
0102412 O 03/01/26
0
1464430 A91/824 F 60,000.00 ZZ
360 59,908.41 1
2457 WALWORTH ROAD 9.375 499.04 55
8.875 499.04 110,000.00
MACEDON NY 14568 2 02/02/96 00
280001464430 05 03/01/96 0
1
0107009 O 02/01/26
0
1464472 635/824 F 107,600.00 ZZ
360 107,403.03 1
18 HANOVER DRIVE 8.500 827.36 69
8.000 827.36 157,000.00
MANALAPAN NJ 07726 5 01/11/96 00
280001464472 05 03/01/96 0
95032719402 O 02/01/26
0
1464474 664/824 F 64,500.00 ZZ
360 64,444.19 1
9911 SOUTH PROSPECT AVENUE 10.125 572.00 68
9.625 572.00 95,000.00
CHICAGO IL 60643 5 02/29/96 00
280001464474 05 04/01/96 0
2134971 O 03/01/26
0
1464640 A67/824 F 178,200.00 ZZ
360 177,777.44 1
1990 MILFIELD CIRCLE 9.750 1,531.02 80
9.250 1,531.02 222,750.00
SNELLVILLE GA 30278 1 11/30/95 00
280001464640 03 01/01/96 0
6002505 O 12/01/25
0
1464733 921/921 F 86,500.00 ZZ
360 86,378.23 1
6715 WEST ROWLAND AVENUE 11.125 831.95 43
10.625 831.95 204,000.00
LITTLETON CO 80123 5 12/15/95 00
260356 05 02/01/96 0
260356 O 01/01/26
0
1464735 921/921 F 41,600.00 ZZ
360 41,538.16 1
3148 WEST VIRGINIA AVENUE 10.875 392.25 80
10.375 392.25 52,000.00
DENVER CO 80219 1 12/19/95 00
260521 05 02/01/96 0
260521 O 01/01/26
0
1
1465085 921/921 F 135,100.00 ZZ
360 134,767.38 1
4828 ARROWHEAD DRIVE 11.125 1,299.37 70
10.625 1,299.37 193,000.00
GREELEY CO 80634 5 12/14/95 00
260117 03 02/01/96 0
260117 O 01/01/26
0
1465255 830/824 F 68,400.00 ZZ
360 68,260.18 1
280 COUNTRY CLUB 9.375 568.92 71
8.875 568.92 97,500.00
STANSBURY PARK UT 84074 1 12/29/95 00
280001465255 05 02/01/96 0
1781293 O 01/01/26
0
1465333 962/824 F 57,000.00 ZZ
180 56,554.78 1
1917 17TH STREET SOUTH 9.250 586.64 65
8.750 586.64 88,000.00
FARGO ND 58103 5 01/18/96 00
280001465333 05 03/01/96 0
1234 O 02/01/11
0
1465335 921/921 F 228,000.00 ZZ
360 227,580.50 1
3375 SOUTH TULARE COURT 9.875 1,979.84 80
9.375 1,979.84 285,000.00
DENVER CO 80231 2 12/18/95 00
260083 03 02/01/96 0
260083 O 01/01/26
0
1465340 921/921 F 40,000.00 ZZ
180 39,586.47 1
1250 KASIM STREET 9.375 414.68 67
8.875 414.68 60,000.00
OPA LOCKA FL 33054 5 12/15/95 00
501916 05 02/01/96 0
501916 O 01/01/11
0
1465593 575/824 F 45,500.00 ZZ
360 45,416.70 2
11 SEVENTH AVENUE 8.500 349.86 69
8.000 349.86 66,000.00
1
NORTH TONAWANDA NY 14120 5 01/25/96 00
280001465593 05 03/01/96 0
456006034 N 02/01/26
0
1465642 560/824 F 107,500.00 ZZ
360 107,131.61 1
7243 BALLA DRIVE 8.875 855.32 80
8.375 855.32 134,400.00
WHEATFIELD NY 14120 1 10/26/95 00
280001465642 05 12/01/95 0
411975709 O 11/01/25
0
1465732 862/824 F 52,000.00 ZZ
360 51,909.26 1
1339 EAST 42ND PLACE 10.125 461.15 40
9.625 461.15 133,000.00
LOS ANGELES CA 90011 5 12/04/95 00
280001465732 05 02/01/96 0
4043493 O 01/01/26
0
1465733 862/824 F 108,800.00 ZZ
360 108,505.10 1
2525 ROSE AVENUE 10.000 954.80 90
9.500 954.80 121,500.00
SOUTH LAKE TAHO CA 96150 2 10/10/95 23
280001465733 05 12/01/95 0
7987373 O 11/01/25
0
1465734 862/824 F 180,000.00 T
360 179,472.12 1
355 SECOND TEE DRIVE 9.625 1,529.98 52
9.125 1,529.98 350,000.00
INCLINE VILLAGE NV 89451 2 10/20/95 00
280001465734 05 12/01/95 0
7987449 O 11/01/25
0
1465735 862/824 F 143,550.00 ZZ
180 143,251.83 1
10382 LONGDEN STREET 10.375 1,299.72 90
9.875 1,299.72 160,000.00
CYPRESS CA 90630 1 11/15/95 23
280001465735 05 01/01/96 0
4001178 O 12/01/10
0
1
1465736 862/824 F 130,000.00 ZZ
180 129,767.03 1
31121 CALLE DEL CAMPO 10.000 1,140.85 75
9.500 1,140.85 175,000.00
SAN JUAN CAPIST CA 92675 5 11/28/95 00
280001465736 05 02/01/96 0
4002978 O 01/01/11
0
1465737 862/824 F 205,200.00 ZZ
180 204,773.81 1
942 KOLEETA DRIVE 10.375 1,857.90 90
9.875 1,857.90 228,000.00
HARBOR CITY ARE CA 90710 2 11/22/95 23
280001465737 05 01/01/96 0
4003133 O 12/01/10
0
1465738 862/824 F 207,000.00 ZZ
180 206,608.95 1
1178 MANUWA DRIVE 9.750 1,778.45 72
9.250 1,778.45 290,000.00
HONOLULU HI 96818 5 12/01/95 00
280001465738 05 02/01/96 0
4010526 O 01/01/11
0
1465740 862/824 F 50,625.00 ZZ
180 50,512.87 1
311 FOURTH AVENUE 8.990 406.98 75
8.490 406.98 68,000.00
GOLD HILL OR 97525 1 12/07/95 00
280001465740 05 02/01/96 0
4010666 O 01/01/11
0
1465741 862/824 F 55,000.00 ZZ
180 54,872.93 1
219 & 219 1/2 EAST BAY AVENUE 9.875 477.60 13
9.375 477.60 430,000.00
NEWPORT BEACH CA 92660 5 11/08/95 00
280001465741 05 01/01/96 0
4020368 N 12/01/10
0
1465743 862/824 F 103,500.00 ZZ
180 103,270.81 1
1
15250 CHATSWORTH STREET 8.990 832.04 75
(MISSION HILLS) 8.490 832.04 138,000.00
LOS ANGELES CA 91345 1 12/06/95 00
280001465743 05 02/01/96 0
4043790 O 01/01/11
0
1465744 862/824 F 111,000.00 ZZ
180 110,754.22 1
4016 BARRY KNOLL DRIVE 8.990 892.33 61
8.490 892.33 183,000.00
LOS ANGELES CA 90065 1 12/08/95 00
280001465744 05 02/01/96 0
4043998 O 01/01/11
0
1465745 862/824 F 72,000.00 ZZ
180 71,887.06 1
5921 SOUTH 2600 WEST 10.625 665.36 90
10.125 665.36 80,000.00
ROY UT 84067 5 12/01/95 23
280001465745 05 02/01/96 0
4052874 O 01/01/11
0
1465746 862/824 F 110,500.00 ZZ
180 110,257.95 1
7949 KNOLLWOOD ROAD 10.125 979.94 85
9.625 979.94 130,000.00
SAN DIEGO CA 92114 2 11/16/95 23
280001465746 05 01/01/96 0
4067989 O 12/01/10
0
1465747 862/824 F 140,000.00 ZZ
180 139,685.13 1
1146 SOUTH OXFORD AVENUE 10.000 1,228.60 80
9.500 1,228.60 175,000.00
LOS ANGELES CA 90006 5 11/16/95 00
280001465747 05 01/01/96 0
7961022 O 12/01/10
0
1465748 862/824 F 180,800.00 ZZ
180 180,382.43 1
6153 GLEN HARBOR DRIVE 9.875 1,569.98 80
9.375 1,569.98 226,000.00
SAN JOSE CA 95123 1 11/27/95 00
280001465748 05 01/01/96 0
1
7975550 O 12/01/10
0
1465749 862/824 F 81,800.00 ZZ
180 81,647.41 1
6 JEWETTS COURT 10.875 771.28 90
10.375 771.28 91,000.00
LYNN MA 01902 5 11/15/95 23
280001465749 05 01/01/96 0
7987696 O 12/01/10
0
1465750 862/824 F 45,500.00 ZZ
180 45,415.08 1
13 EIGHTH STREET 10.875 429.02 65
10.375 429.02 70,000.00
ONSET MA 02258 1 11/10/95 00
280001465750 05 01/01/96 0
7987803 O 12/01/10
0
1465751 862/824 F 47,600.00 ZZ
180 47,501.10 1
2743 CARNATION LANE 10.375 430.98 80
9.875 430.98 59,500.00
HENDERSON NV 89014 1 11/20/95 00
280001465751 01 01/01/96 0
7998099 O 12/01/10
0
1465753 862/824 F 69,400.00 ZZ
180 69,255.80 1
1005 PYRAMID DRIVE 10.375 628.36 88
9.875 628.36 79,400.00
LAS VEGAS NV 89108 1 11/27/95 23
280001465753 05 01/01/96 0
7998461 O 12/01/10
0
1465754 862/824 F 58,000.00 ZZ
180 57,866.00 1
2828 HOLMES STREET 9.875 503.65 86
9.375 503.65 68,000.00
NORTH LAS VEGAS NV 89030 1 11/27/95 23
280001465754 05 01/01/96 0
7998495 O 12/01/10
0
1
1465755 862/824 F 92,000.00 ZZ
180 91,811.96 1
15722 MAYALL STREET 9.375 765.21 80
GRANADA HILLS AREA 8.875 765.21 115,000.00
LOS ANGELES CA 91344 1 12/05/95 00
280001465755 05 02/01/96 0
7999170 O 01/01/11
0
1465757 862/824 F 65,000.00 ZZ
180 64,936.03 1
11205 NORTHWEST SEAVEY ROAD 12.750 706.36 38
12.250 706.36 175,000.00
FOREST GROVE OR 97116 2 12/01/95 00
280001465757 05 02/01/96 0
7955156 O 01/01/11
0
1465758 862/824 F 90,000.00 ZZ
180 89,769.18 1
3345 SOUTH BEVERLY DRIVE 9.375 748.57 48
8.875 748.57 189,000.00
LOS ANGELES CA 90034 5 11/22/95 00
280001465758 05 01/01/96 0
7960081 O 12/01/10
0
1465760 862/824 F 80,500.00 ZZ
180 80,309.11 1
4257 SOUTH 6115 WEST 9.750 691.62 74
9.250 691.62 110,000.00
WEST VALLEY CIT UT 84120 5 11/27/95 00
280001465760 05 01/01/96 0
4002382 O 12/01/10
0
1465761 862/824 F 111,900.00 ZZ
180 111,724.52 1
88 NIGHT HERON LANE 10.625 1,034.07 80
10.125 1,034.07 140,000.00
ALISO VIEJO ARE CA 92656 1 12/08/95 00
280001465761 01 02/01/96 0
4006730 O 01/01/11
0
1465763 862/824 F 93,500.00 ZZ
360 93,315.93 3
47 SOUTH 13TH STREET 10.625 864.03 85
10.125 864.03 110,000.00
1
COTTONWOOD AZ 86326 1 11/21/95 23
280001465763 05 01/01/96 0
7967888 O 12/01/25
0
1465764 862/824 F 37,000.00 ZZ
180 36,650.51 1
15 WEST SAINT CHARLES AVENUE 10.375 406.14 68
9.875 406.14 55,000.00
PHOENIX AZ 85041 5 12/04/95 00
280001465764 05 02/01/96 0
7970296 O 01/01/11
0
1465765 862/824 F 75,000.00 ZZ
180 74,848.30 1
436 OVERLAND ROAD 10.500 686.06 75
10.000 686.06 100,000.00
TOOELE UT 84074 2 11/15/95 00
280001465765 05 01/01/96 0
7980923 O 12/01/10
0
1465766 862/824 F 75,000.00 ZZ
180 74,869.11 1
22022 SEINE AVENUE 10.125 665.12 58
9.625 665.12 130,000.00
HAWAIIAN GARDEN CA 90716 5 12/12/95 00
280001465766 05 02/01/96 0
7984834 O 01/01/11
0
1465767 862/824 F 68,250.00 ZZ
180 68,092.36 1
909 ARTESIA WAY 9.875 592.65 75
9.375 592.65 91,000.00
LAS VEGAS NV 89108 5 11/22/95 00
280001465767 05 01/01/96 0
7986730 O 12/01/10
0
1465768 862/824 F 93,750.00 ZZ
180 93,490.04 1
11261 FINEVIEW STREET 9.000 754.34 75
8.500 754.34 125,000.00
EL MONTE CA 91733 5 11/16/95 00
280001465768 05 01/01/96 0
7986839 O 12/01/10
0
1
1465770 862/824 F 90,000.00 ZZ
180 89,585.50 1
60 RANTOUL ST #708N 9.875 781.51 75
9.375 781.51 120,000.00
BEVERLY MA 01915 1 11/15/95 00
280001465770 01 01/01/96 0
7987795 O 12/01/10
0
1465771 862/824 F 189,000.00 ZZ
180 188,551.83 1
3006 CALLE QUEBRACHO 9.750 1,623.81 67
9.250 1,623.81 285,000.00
THOUSAND OAKS CA 91360 5 11/22/95 00
280001465771 05 01/01/96 0
7998032 O 12/01/10
0
1465772 862/824 F 148,000.00 ZZ
180 147,708.59 1
3180 NW TELSHIRE TERRACE 10.625 1,367.67 79
10.125 1,367.67 188,000.00
BEAVERTON OR 97006 2 11/22/95 00
280001465772 05 01/01/96 0
4010450 O 12/01/10
0
1465773 862/824 F 64,000.00 ZZ
180 63,879.09 1
200 NORTHEAST 264TH STREET 9.750 549.86 43
9.250 549.86 150,000.00
RIDGEFIELD WA 98642 5 11/29/95 00
280001465773 05 02/01/96 0
4010781 O 01/01/11
0
1465774 862/824 F 83,600.00 ZZ
180 83,446.17 1
582 EAST PALI STREET 9.875 725.94 80
9.375 725.94 104,500.00
SANDY UT 84070 1 12/06/95 00
280001465774 05 02/01/96 0
4053401 O 01/01/11
0
1465775 862/824 F 55,000.00 ZZ
180 54,920.24 1
1
122 WEST TEDROW DRIVE 10.990 523.37 35
10.490 523.37 160,000.00
GLENDORA CA 91740 5 12/07/95 00
280001465775 05 02/01/96 0
4067922 N 01/01/11
0
1465776 862/824 F 108,000.00 ZZ
180 107,784.93 1
1425 LORENZ AVENUE 9.500 908.13 80
9.000 908.13 135,000.00
SAN DIEGO CA 92114 5 12/01/95 00
280001465776 05 02/01/96 0
4069118 O 01/01/11
0
1465777 862/824 F 112,950.00 ZZ
180 112,755.71 1
157 ACUSHNET ROAD 11.250 1,097.04 85
10.750 1,097.04 132,900.00
MATTAPOISETT MA 02739 1 11/20/95 23
280001465777 05 01/01/96 0
7987704 O 12/01/10
0
1465779 862/824 F 75,200.00 ZZ
180 75,055.45 1
179 EAST 300 SOUTH 13.500 861.35 77
13.000 861.35 98,000.00
HEBER CITY UT 84032 5 07/25/95 00
280001465779 05 09/01/95 0
7509763 O 08/01/10
0
1465780 862/824 F 106,500.00 ZZ
180 106,344.50 1
2321 SOUTHEAST 8TH DRIVE 12.000 1,095.48 75
11.500 1,095.48 142,000.00
RENTONN WA 98055 2 11/29/95 00
280001465780 01 01/01/96 0
7854193 O 12/01/10
0
1465782 862/824 F 86,250.00 ZZ
180 86,109.48 1
32 LAKE STREET 11.500 854.13 75
11.000 854.13 115,000.00
HALIFAX MA 02338 5 11/08/95 00
280001465782 05 01/01/96 0
1
7987712 O 12/01/10
0
1465783 862/824 F 79,200.00 ZZ
180 79,055.38 1
9 MARSHALL ROAD 11.000 754.24 80
10.500 754.24 99,000.00
KINGSTON NH 03848 5 11/15/95 00
280001465783 05 01/01/96 0
7987753 O 12/01/10
0
1465784 862/824 F 35,040.00 ZZ
180 34,944.00 2
9 WELLINGTON PLACE 12.700 379.41 80
12.200 379.41 43,800.00
BROCKTON MA 02402 1 11/10/95 00
280001465784 05 01/01/96 0
7987779 O 12/01/10
0
1466367 816/824 F 74,800.00 ZZ
360 74,650.61 1
5623 SOUTH BRANDY WINE 9.625 635.79 80
9.125 635.79 93,500.00
SALT LAKE CITY UT 84118 1 01/05/96 00
280001466367 05 02/01/96 0
138559 O 01/01/26
0
1466496 757/824 F 86,000.00 ZZ
360 85,828.74 1
1277 HICKORY LANE 9.500 723.14 69
9.000 723.14 125,000.00
DANDRIDGE TN 37725 4 12/22/95 00
280001466496 05 02/01/96 0
2666303 O 01/01/26
0
1466499 562/562 F 172,800.00 T
360 172,656.68 1
321 WATERFORD CIRCLE EAST 12.200 1,804.09 90
11.700 1,804.09 192,000.00
TARPON SPRINGS FL 34689 1 01/11/96 23
506121 03 03/01/96 0
506121 O 02/01/26
0
1
1466510 635/824 F 56,000.00 ZZ
360 55,930.12 1
62 EAST 7TH AVE 8.375 425.65 70
7.875 425.65 80,000.00
PINE HILL NJ 08021 5 02/15/96 00
280001466510 05 04/01/96 0
632320800 O 03/01/26
0
1466533 560/824 F 138,650.00 ZZ
360 138,232.63 1
29246 MILLBROOK 9.500 1,165.84 75
9.000 1,165.84 184,900.00
FARMINGTON HLS. MI 48334 1 10/17/95 00
280001466533 05 12/01/95 0
404512151 O 11/01/25
0
1466534 560/824 F 40,000.00 ZZ
360 39,894.40 1
260 JOEL ROAD 10.125 354.73 62
9.625 354.73 65,000.00
OLIVER SPRINGS TN 37840 1 10/27/95 00
280001466534 05 12/01/95 0
417420251 O 11/01/25
0
1466541 921/921 F 55,000.00 ZZ
360 54,915.16 1
EAST 253 ISLAND LAKE DRIVE 11.750 555.18 58
11.250 555.18 95,000.00
SHELTON WA 98584 2 11/06/95 00
0500496 05 01/01/96 0
230331360 O 12/01/25
0
1466575 939/824 F 51,500.00 ZZ
360 51,436.36 1
4 GARLAND LANE 10.375 466.29 50
9.875 466.29 103,000.00
WESTBURY NY 11590 5 01/18/96 00
280001466575 05 03/01/96 0
9503413 N 02/01/26
0
1466576 939/824 F 59,000.00 ZZ
360 58,927.08 1
220 BROOKLYN AVENUE 10.375 534.20 50
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1
WESTBURY NY 11590 5 01/18/96 00
280001466576 05 03/01/96 0
9503412 N 02/01/26
0
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180 30,928.37 1
217 W NINTH STREET 10.750 289.38 57
10.250 289.38 55,000.00
STOCKTON CA 95206 5 10/12/95 00
280001466656 05 12/01/95 0
7819154 O 11/01/10
0
1466784 B24/824 F 160,000.00 ZZ
360 159,897.23 1
30 THISTLE ROAD 11.500 1,584.47 54
11.000 1,584.47 300,000.00
NORWALK CT 06851 5 02/09/96 00
280001466784 05 04/01/96 0
0107223 O 03/01/26
0
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360 123,061.85 1
1315 52ND STREET 10.750 1,150.52 85
10.250 1,150.52 145,000.00
LOS ANGELES CA 90037 5 12/05/95 23
280001466862 05 02/01/96 0
BAKER O 01/01/26
0
1466898 A01/824 F 75,250.00 ZZ
360 75,089.47 1
1037 WEST OLIVE STREET 10.250 674.32 84
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SAN BERNARDINO CA 92411 5 11/28/95 23
280001466898 05 01/01/96 0
WORTHY O 12/01/25
0
1466907 A01/824 F 135,000.00 ZZ
180 133,604.32 1
4220 REDLINE DRIVE 9.375 1,399.54 58
8.875 1,399.54 235,000.00
LAKEWOOD CA 90713 5 12/11/95 00
280001466907 05 02/01/96 0
ROGER O 01/01/11
0
1
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360 441,208.01 1
14383 TRAILWOIND ROAD 10.000 3,878.87 85
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POWAY CA 92064 2 12/13/95 23
280001466917 05 02/01/96 0
128298GP O 01/01/26
0
1466919 A01/824 F 47,500.00 ZZ
180 47,035.79 1
8520 DONNA WAY 10.000 510.44 49
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RIVERSIDE AREA CA 92509 5 12/06/95 00
280001466919 05 02/01/96 0
KRUGER O 01/01/11
0
1466925 A01/824 F 158,950.00 ZZ
360 158,665.14 1
10941 KANE AVENUE 10.000 1,394.91 85
9.500 1,394.91 187,000.00
WHITTIER AREA CA 90604 5 11/28/95 23
280001466925 05 02/01/96 0
GOMEZ O 01/01/26
0
1466929 A01/824 F 130,900.00 ZZ
360 130,646.10 2
8508, 8512 WALKER STREET 9.625 1,112.64 70
9.125 1,112.64 187,000.00
CYPRESS CA 90630 5 12/13/95 00
280001466929 05 02/01/96 0
DANEAULT O 01/01/26
0
1466936 811/824 F 286,875.00 ZZ
360 286,376.21 1
850 CLUB CHASE LANE 8.750 2,256.85 75
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ROSWELL GA 30076 1 01/23/96 00
280001466936 05 03/01/96 0
300569 O 02/01/26
0
1467524 705/824 F 191,250.00 ZZ
360 190,980.14 1
1
3 ROYAL COURT 9.750 1,643.13 79
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MANALAPAN NJ 07726 1 01/19/96 00
280001467524 05 03/01/96 0
106249 O 02/01/26
0
1467584 560/824 F 48,000.00 ZZ
360 47,711.98 1
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WEST CHESTER PA 19382 1 11/29/95 00
280001467584 01 01/01/96 0
454866005 O 12/01/25
0
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ALPHARETTA GA 30201 4 12/29/95 04
280001467591 05 02/01/96 25
2671709 O 01/01/26
0
1467631 688/824 F 42,500.00 ZZ
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9622 SOUTH BEND 9.375 353.49 79
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SAN ANTONIO TX 78250 2 01/12/96 00
280001467631 05 03/01/96 0
31129 N 02/01/26
0
1467636 A11/824 F 44,250.00 ZZ
180 44,038.02 1
1112 MILL 10.125 478.90 72
9.625 478.90 62,000.00
LINCOLN PARK MI 48146 2 02/08/96 00
280001467636 05 04/01/96 0
511295537 O 03/01/11
0
1468026 921/921 F 68,000.00 ZZ
360 67,920.38 4
773-779 PROVIDENCE STREET 10.625 628.39 60
10.125 628.39 115,000.00
WEST WARWICK RI 02893 5 12/28/95 00
407387 05 03/01/96 0
1
407387 O 02/01/26
0
1468175 180/824 F 75,650.00 ZZ
360 75,548.77 1
7413 SOUTH PENNSYLVANIA AVENUE 10.000 663.88 85
9.500 663.88 89,000.00
OAK CREEK WI 53154 1 02/02/96 23
280001468175 05 03/01/96 0
3920691 O 02/01/26
0
1468199 664/824 F 155,500.00 ZZ
360 155,256.25 1
1000 SAYLOR AVENUE 9.250 1,279.27 73
8.750 1,279.27 215,000.00
DOWNERS GROVE IL 60515 2 01/30/96 00
280001468199 05 03/01/96 0
2135564 O 02/01/26
0
1468431 765/824 F 348,000.00 ZZ
360 347,521.75 1
107 TWIN LAKES LANE 9.875 3,021.86 81
9.375 3,021.86 430,000.00
MAMMOTH LAKES CA 93546 2 01/22/96 11
280001468431 05 03/01/96 25
0106247 O 02/01/26
0
1468575 816/824 F 158,400.00 ZZ
360 158,110.08 1
1476 NORTH CENTER STREET 8.500 1,217.96 80
8.000 1,217.96 198,000.00
AMERICAN FORK UT 84003 5 01/22/96 00
280001468575 05 03/01/96 0
0102500 O 02/01/26
0
1468591 637/824 F 84,000.00 ZZ
360 83,893.41 1
602 GATEWOOD DRIVE 10.250 752.73 75
9.750 752.73 112,000.00
LOWELL IN 46356 5 02/01/96 00
280001468591 05 03/01/96 0
3671393 O 02/01/26
0
1
1468592 635/824 F 140,000.00 ZZ
360 139,756.55 1
7 SURF ROAD 8.750 1,101.39 31
8.250 1,101.39 455,000.00
BURLINGTON VT 05401 5 01/19/96 00
280001468592 05 03/01/96 0
0101250 O 02/01/26
0
1469124 820/820 F 108,000.00 ZZ
180 107,784.98 1
12916 LEDFORD STREET 9.500 908.13 77
9.000 908.13 141,000.00
BALDWIN PARK CA 91706 5 12/13/95 00
01607185 05 02/01/96 0
01607185 O 01/01/11
0
1469131 820/820 F 108,000.00 ZZ
360 107,807.28 1
3617 COMSTOCK WAY 10.500 987.92 90
10.000 987.92 120,000.00
CARMICHAEL CA 95608 5 12/15/95 23
1607189 05 02/01/96 0
1607189 O 01/01/26
0
1469134 820/820 F 123,000.00 ZZ
180 122,654.88 1
8860 WEST 80TH DRIVE 12.125 1,277.04 75
11.625 1,277.04 164,000.00
ARVADA CO 80005 5 12/13/95 00
01607190 03 02/01/96 0
01607190 O 01/01/11
0
1469214 820/820 F 46,800.00 ZZ
180 46,688.94 1
1525 S WASHINGTON STREET 10.625 432.48 90
10.125 432.48 52,000.00
CASPER WY 82601 5 10/05/95 23
1607744 05 12/01/95 0
1607744 O 11/01/10
0
1469216 820/820 F 30,000.00 ZZ
180 29,573.11 1
164 VILLA AVENUE 9.400 311.46 32
8.900 311.46 96,000.00
1
CLOVIS CA 93612 5 12/15/95 00
1607199 05 02/01/96 0
1607199 O 01/01/11
0
1469217 820/820 F 94,600.00 ZZ
360 94,003.89 1
671 S CANOSA CT 9.125 769.70 86
8.625 769.70 111,250.00
DENVER CO 80219 1 05/15/95 23
01607198 05 07/01/95 0
01607198 O 06/01/25
0
1469218 820/820 F 85,000.00 T
360 84,454.80 1
2842 SW 182 AVE 8.375 646.06 61
7.875 646.06 139,900.00
MIRAMAR FL 33029 1 06/16/95 00
1607197 03 08/01/95 0
1607197 O 07/01/25
0
1469225 820/820 F 26,125.00 ZZ
359 14,405.93 1
733 DELVERTON ROAD 9.000 210.57 46
8.500 210.57 57,000.00
COLUMBIA SC 29203 1 10/04/74 00
01607196 05 11/01/74 0
01607196 O 09/01/04
0
1469228 820/820 F 63,000.00 ZZ
360 62,877.79 1
23614 COUNTY ROAD 16 EAST 9.625 535.50 70
9.125 535.50 90,000.00
ELKHART IN 46516 1 12/15/95 00
01607195 05 02/01/96 0
01607195 O 01/01/26
0
1469237 820/820 F 160,000.00 ZZ
180 159,639.92 2
6915 MALABAR STREET 10.250 1,433.76 89
9.750 1,433.76 180,000.00
HUNTINGTON PARK CA 90255 5 12/14/95 23
01607194 05 02/01/96 0
01607194 O 01/01/11
0
1
1469352 820/820 F 157,500.00 ZZ
360 157,181.57 1
1427 SOUTHWEST 5TH AVENUE 10.500 1,440.71 75
10.000 1,440.71 210,000.00
BOCA RATON FL 33432 5 11/16/95 00
1607839 05 01/01/96 0
1607839 O 12/01/25
0
1469371 820/820 F 280,800.00 ZZ
180 280,098.37 1
2201 COCOANUT ROAD 9.500 2,361.12 90
9.000 2,361.12 314,000.00
BOCO RATON FL 33432 1 11/29/95 23
01607835 05 01/01/96 0
01607835 O 12/01/10
0
1469375 820/820 F 100,500.00 ZZ
180 100,273.97 1
421 SOUTH CHAPEL AVENUE 10.000 881.96 63
9.500 881.96 160,000.00
ALHAMBRA CA 91801 5 11/20/95 00
1607834 05 01/01/96 0
1607834 N 12/01/10
0
1469382 664/824 F 95,250.00 ZZ
360 95,108.31 1
664 SE 70TH COURT 9.500 800.92 75
9.000 800.92 127,000.00
HILLSBORO OR 97123 1 01/23/96 00
280001469382 05 03/01/96 0
0097629 N 02/01/26
0
1469383 820/820 F 85,000.00 ZZ
180 84,824.86 1
4871 ARLENE STREET 11.280 827.51 61
10.780 827.51 140,000.00
SAN DIEGO CA 92117 5 10/13/95 00
01607822 05 12/01/95 0
01607822 O 11/01/10
0
1469438 921/921 F 54,000.00 ZZ
360 53,935.05 1
1
3 PERRY STREET 10.500 493.96 70
10.000 493.96 77,500.00
AUBURN MA 01501 5 01/05/96 00
407312 05 03/01/96 0
407312 O 02/01/26
0
1469443 921/921 F 35,000.00 ZZ
360 34,975.73 1
3026 WEST MARSHALL AVENUE 13.000 387.17 70
12.500 387.17 50,000.00
PHOENIX AZ 85017 2 01/05/96 00
502609 05 03/01/96 0
502609 O 02/01/26
0
1469444 757/824 F 46,500.00 ZZ
360 46,428.97 1
209 SOUTH STEVENS STREET 9.375 386.77 75
8.875 386.77 62,000.00
ELLAVILLE GA 31806 1 01/08/96 00
280001469444 05 03/01/96 0
2669125 O 02/01/26
0
1469446 820/820 F 111,300.00 ZZ
180 111,086.73 1
3860 WEETAMOO CIRCLE 10.750 1,038.96 70
10.250 1,038.96 159,345.00
ORLANDO FL 32818 1 11/22/95 00
01607862 03 01/01/96 0
01607862 O 12/01/10
0
1469448 921/921 F 30,400.00 ZZ
360 30,367.18 2
502 SOUTH CLARK STREET 11.000 289.51 80
10.500 289.51 38,000.00
DAVENPORT IA 52802 1 01/09/96 00
260661 05 03/01/96 0
260661 O 02/01/26
0
1469452 921/921 F 70,000.00 ZZ
360 69,911.67 1
1132 NEAL STREET NE 11.625 699.89 70
11.125 699.89 100,000.00
WASHINGTON DC 20002 5 12/18/95 00
501858 05 02/01/96 0
1
501858 N 01/01/26
0
1469466 820/820 F 60,000.00 ZZ
180 59,874.12 1
9148-F SW 21ST COURT 9.250 493.61 71
8.750 493.61 85,000.00
BOCA RATON FL 33458 1 12/11/95 00
01607858 09 02/01/96 0
01607858 O 01/01/11
0
1469474 820/820 F 66,000.00 ZZ
360 65,862.93 1
3584 E MORENO LANE 10.375 597.57 48
9.875 597.57 138,546.00
YUMA AZ 85365 1 11/10/95 00
01607857 05 01/01/96 0
01607857 O 12/01/25
0
1469481 820/820 F 126,000.00 ZZ
180 125,759.95 1
4183 4TH AVENUE 9.710 1,078.84 90
9.210 1,078.84 140,000.00
LOS ANGELES CA 90008 5 12/08/95 23
01607855 05 02/01/96 0
01607855 O 01/01/11
0
1469484 180/824 F 31,400.00 ZZ
180 31,064.33 1
842 SUTTON DRIVE 9.000 318.48 70
8.500 318.48 44,900.00
SAN ANTONIO TX 78228 1 12/21/95 00
280001469484 05 02/01/96 0
4048922 N 01/01/11
0
1469491 820/820 F 88,500.00 ZZ
180 87,713.19 2
611 EAST GARDEN AVENUE 9.200 724.86 75
8.700 724.86 118,000.00
SALT LAKE CITY UT 84106 5 11/21/95 00
01607851 05 01/01/96 0
01607851 O 12/01/10
0
1
1469496 948/824 F 98,700.00 ZZ
180 98,518.34 1
8250 NORTH SAPPHIRE DRIVE 9.875 857.07 80
9.375 857.07 124,000.00
ST. GEORGE UT 84770 2 12/27/95 00
280001469496 05 02/01/96 0
17603 O 01/01/11
0
1469499 948/824 F 70,000.00 ZZ
360 69,866.72 1
2546 GLENROSE AVENUE 10.500 640.32 57
10.000 640.32 124,200.00
(ALTADENA AREA) CA 91001 1 12/18/95 00
280001469499 05 02/01/96 0
17449 O 01/01/26
0
1469511 948/824 F 65,000.00 ZZ
180 64,880.38 1
350 CAMPUS VIEW DRIVE 9.875 564.43 50
9.375 564.43 130,000.00
RIVERSIDE CA 92507 5 12/18/95 00
280001469511 05 02/01/96 0
17611 N 01/01/11
0
1469514 948/824 F 140,000.00 ZZ
180 139,774.50 1
16900 BUFFALO VALLEY ROAD 10.500 1,280.64 39
10.000 1,280.64 360,000.00
MORAN WY 83013 5 12/15/95 00
280001469514 05 02/01/96 0
17497 O 01/01/11
0
1469524 921/921 F 42,000.00 ZZ
360 41,959.32 1
24 BETTS AVENUE 11.500 415.93 70
11.000 415.93 60,000.00
STAMFORD CT 06902 1 01/03/96 00
407023 05 03/01/96 0
407023 O 02/01/26
0
1469532 820/820 F 62,000.00 ZZ
360 61,813.31 1
301 SO MAIN 9.500 521.33 55
9.000 521.33 113,000.00
1
ONIDA SD 57564 1 11/30/95 00
01607807 05 01/01/96 0
01607807 O 12/01/25
0
1469534 820/820 F 118,500.00 ZZ
360 118,194.84 1
LOT 476 26TH AVENUE 10.500 1,083.97 89
10.000 1,083.97 134,000.00
KEAAU HI 96749 5 11/14/95 23
01607802 05 01/01/96 0
01607802 O 12/01/25
0
1469537 820/820 F 60,000.00 ZZ
180 59,919.41 1
5000 OAKVILLE COURT 12.375 634.54 58
11.875 634.54 104,990.00
BAKERSFIELD CA 93313 1 11/14/95 00
01607801 05 01/01/96 0
01607801 O 12/01/10
0
1469538 820/820 F 27,050.00 ZZ
120 26,330.74 1
3881 NW 8TH COURT 8.750 339.01 52
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FT LAUDERDALE FL 33311 5 11/02/95 00
01607800 05 01/01/96 0
01607800 O 12/01/05
0
1469540 820/820 F 128,000.00 ZZ
180 125,714.97 1
512 MEETING HOUSE CIRCLE 9.500 1,076.29 39
9.000 1,076.29 329,000.00
ORANGE CT 06477 5 11/03/95 00
01607791 05 01/01/96 0
01607791 O 12/01/10
0
1469596 820/820 F 92,300.00 ZZ
180 92,154.52 1
1863 SOUTH SAXON LANE 12.500 985.08 65
12.000 985.08 142,000.00
AVON PARK FL 33825 5 10/25/95 00
01607809 05 12/01/95 0
01607809 O 11/01/10
0
1
1469597 820/820 F 104,000.00 ZZ
360 103,789.70 1
19320 PARTHENIA STREET 10.500 951.33 65
NORTHRIDGE AREA 10.000 951.33 160,000.00
LOS ANGELES CA 91324 5 11/06/95 00
01607811 05 01/01/96 0
01607811 O 12/01/25
0
1469598 820/820 F 67,400.00 ZZ
180 67,222.59 1
16300 GOLFCLUB ROAD 419 9.250 554.48 75
8.750 554.48 90,000.00
FORT LAUDERDALE FL 33326 2 10/31/95 00
01607815 08 01/01/96 0
01607815 O 12/01/10
0
1469599 820/820 F 186,750.00 ZZ
180 186,258.37 1
4811 NW 98 WAY 9.250 1,536.35 85
8.750 1,536.35 222,000.00
CORAL SPRINGS FL 33076 1 11/17/95 23
01607817 05 01/01/96 0
01607817 O 12/01/10
0
1469602 820/820 F 30,000.00 ZZ
180 29,580.87 1
2948 SE SALERNO ROAD 10.625 333.95 70
10.125 333.95 43,000.00
STUART FL 34997 5 10/19/95 00
01607819 05 12/01/95 0
01607819 O 11/01/10
0
1469607 820/820 F 82,200.00 ZZ
360 81,854.39 4
6 SECOND STREET 9.900 715.30 60
9.400 715.30 137,000.00
RICHMOND CA 94801 5 07/06/95 00
01605750 05 09/01/95 0
01605750 N 08/01/25
0
1469639 820/820 F 52,500.00 T
360 52,369.45 1
1
7840 GOLFCREST DRIVE A 8.425 400.89 68
7.925 400.89 78,000.00
SAN DIEGO CA 92120 2 11/29/95 00
01605853 01 02/01/96 0
01605853 O 01/01/26
0
1469671 820/820 F 88,200.00 ZZ
180 88,022.60 1
5307 SOUTH TINKER STREET 10.525 808.45 90
10.025 808.45 98,000.00
BOISE ID 83709 5 11/17/95 23
01605891 05 01/01/96 0
01605891 O 12/01/10
0
1469677 820/820 F 292,500.00 ZZ
360 291,642.19 1
22816 SPARROW DELL DRIVE 9.625 2,486.22 90
9.125 2,486.22 326,000.00
CALABASAS CA 91302 1 10/30/95 23
01605791 05 12/01/95 0
01605791 O 11/01/25
0
1469785 820/820 F 112,500.00 ZZ
360 112,144.64 1
8085 RODEO DRIVE 10.025 989.35 90
9.525 989.35 125,000.00
LAS VEGAS NV 89123 5 08/29/95 23
01607136 05 11/01/95 0
01607136 O 10/01/25
0
1469787 820/820 F 76,500.00 ZZ
360 76,311.80 1
1416 NORTH VISTA ROAD 9.575 647.45 90
9.075 647.45 85,000.00
SPOKANE WA 99212 5 11/24/95 23
01605922 05 01/01/96 0
01605922 O 12/01/25
0
1469788 820/820 F 39,000.00 ZZ
360 38,919.43 1
809 COLUMBIA STREET 9.325 322.97 48
8.825 322.97 82,000.00
MADERA CA 93638 2 12/08/95 00
01605929 05 02/01/96 0
1
01605929 O 01/01/26
0
1469790 820/820 F 48,000.00 ZZ
180 47,904.42 1
3020 EAST 80TH STREET 9.500 403.61 80
9.000 403.61 60,000.00
CHICAGO IL 60617 5 11/30/95 00
01605940 05 02/01/96 0
01605940 O 01/01/11
0
1469825 637/824 F 60,000.00 ZZ
360 59,937.54 1
4153 W HORTON RD 9.250 493.61 80
8.750 493.61 75,000.00
SAND CREEK MI 49279 1 02/09/96 00
280001469825 05 04/01/96 0
4841474 O 03/01/26
0
1469854 921/921 F 95,000.00 ZZ
360 94,897.43 1
90 VINCENT ROAD 11.000 904.71 60
10.500 904.71 160,000.00
DEDHAM MA 02026 5 01/05/96 00
407270 05 03/01/96 0
407270 O 02/01/26
0
1469878 A91/824 F 45,500.00 ZZ
360 45,466.49 2
16 WEST PARK ROAD 10.875 429.02 65
10.375 429.02 70,000.00
GRAND ISLAND NY 14072 1 02/16/96 00
280001469878 05 04/01/96 0
AB1007495 O 03/01/26
0
1469959 635/824 F 100,500.00 ZZ
180 99,891.06 1
553 PADDOCK CIR 7.500 931.65 72
7.000 931.65 140,000.00
TELFORD PA 18969 2 02/07/96 00
280001469959 05 04/01/96 0
6315832 O 03/01/11
0
1
1469996 A52/824 F 78,000.00 ZZ
360 77,883.97 1
1036 NORTH 2ND STREET EXT. 9.500 655.87 78
9.000 655.87 100,000.00
GRIFFIN GA 30223 2 01/19/96 00
280001469996 05 03/01/96 0
0102412 O 02/01/26
0
1470010 971/824 F 89,000.00 ZZ
360 88,892.96 1
7637 ALHAMBRA BOULEVARD 10.500 814.12 84
10.000 814.12 107,000.00
MIRAMAR FL 33023 2 01/25/96 23
280001470010 05 03/01/96 0
9660001 O 02/01/26
0
1470041 820/820 F 50,000.00 ZZ
323 26,151.83 1
18421 57TH AVENUE NE 8.750 403.00 53
8.250 403.00 95,000.00
SEATTLE WA 98115 2 06/01/76 00
01606775 05 02/01/77 0
01606775 O 12/01/03
0
1470056 820/820 F 99,400.00 ZZ
180 99,277.79 1
1518 EAST 109TH STREET 11.990 1,021.68 70
11.490 1,021.68 142,000.00
LAS ANGELES CA 90059 5 12/22/95 00
01607174 05 02/01/96 0
01607174 O 01/01/11
0
1470089 820/820 F 60,200.00 ZZ
180 60,075.65 1
4003 ESMAIL AVENUE 9.325 498.53 70
8.825 498.53 86,000.00
KEYES CA 95328 5 12/07/95 00
01607183 05 02/01/96 0
01607183 N 01/01/11
0
1470201 921/921 F 72,000.00 ZZ
360 71,903.62 1
2732 RON COURT 10.000 631.86 80
9.500 631.86 90,000.00
1
COLORADO SPRING CO 80909 5 01/09/96 00
260604 05 03/01/96 0
260604 O 02/01/26
0
1470209 921/921 F 55,800.00 ZZ
360 55,716.99 1
3050 RHAPSODY DRIVE 9.500 469.20 44
9.000 469.20 129,000.00
COLORADO SPRING CO 80920 2 01/10/96 00
260711 05 03/01/96 0
260711 O 02/01/26
0
1470261 971/824 F 35,250.00 ZZ
180 34,949.05 1
2711 NW 5TH STREET 8.250 341.97 75
7.750 341.97 47,000.00
POMPANO BEACH FL 33069 2 01/26/96 00
280001470261 05 03/01/96 0
0110916 O 02/01/11
0
1470265 971/824 F 24,000.00 ZZ
180 23,789.62 1
5608 BLUEBERRY COURT 7.950 228.66 80
104 7.450 228.66 30,000.00
LAUDERHILL FL 33313 2 01/26/96 00
280001470265 05 03/01/96 0
9660003 O 02/01/11
0
1470282 820/820 F 162,900.00 ZZ
360 161,669.68 1
10778 KIMBERLY DRIVE 7.875 1,181.14 90
7.375 1,181.14 181,000.00
MANTECA CA 95336 2 09/18/95 23
01607875 05 11/01/95 0
01607875 O 10/01/25
0
1470284 820/820 F 109,600.00 ZZ
180 109,403.21 1
4012 LOUISE STREET 9.990 961.01 80
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LYNWOOD CA 90262 5 12/18/95 00
01607877 05 02/01/96 0
01607877 O 01/01/11
0
1
1470285 820/820 F 103,500.00 ZZ
360 103,100.92 1
5311 NOTHEAST 27TH AVENUE 10.500 946.76 90
10.000 946.76 115,000.00
LIGHTHOUSE POIN FL 33064 1 12/01/95 23
01607878 05 01/01/96 0
01607878 O 12/01/25
0
1470288 820/820 F 38,500.00 ZZ
180 38,060.58 1
1934 CATTLEYA DRIVE 11.500 449.75 70
11.000 449.75 55,000.00
KISSIMMEE FL 34741 5 11/03/95 00
01607882 01 01/01/96 0
01607882 N 12/01/10
0
1470289 820/820 F 130,500.00 ZZ
180 130,262.41 1
413 SOUTH POPLAR STREET 9.925 1,138.01 89
9.425 1,138.01 148,000.00
SANTA ANA CA 92703 5 12/20/95 23
01607903 05 02/01/96 0
01607903 O 01/01/11
0
1470290 820/820 F 109,900.00 ZZ
180 109,668.45 1
11414 STRATHERN STREET 10.750 1,025.90 70
NORTH HOLLYWOOD AREA 10.250 1,025.90 157,000.00
LOS ANGELES CA 91605 5 12/12/95 00
01607909 05 02/01/96 0
01607909 N 01/01/11
0
1470292 820/820 F 270,000.00 ZZ
180 269,564.21 1
1344 ARABIAN TRAIL 10.490 2,467.78 90
9.990 2,467.78 300,000.00
SANTA MARIA CA 93455 1 12/18/95 23
01607912 03 02/01/96 0
01607912 O 01/01/11
0
1470293 820/820 F 101,250.00 ZZ
180 101,023.96 1
1
1750 LOS FELIZ 8.950 811.04 75
8.450 811.04 135,000.00
THOUSAND OAKS CA 91360 5 12/21/95 00
01607913 05 02/01/96 0
01607913 N 01/01/11
0
1470405 921/921 F 56,000.00 ZZ
360 55,954.05 1
ROUTE 5 BOX 780 12.250 586.83 62
11.750 586.83 91,000.00
DAHLONEGA GA 30533 5 01/12/96 00
294827 05 03/01/96 0
294827 O 02/01/26
0
1470414 921/921 F 98,000.00 ZZ
360 97,888.30 1
8426 NORTH 17TH DRIVE 10.750 914.82 70
UNIT #1 10.250 914.82 140,000.00
PHOENIX AZ 85021 1 01/05/96 00
502146 05 03/01/96 0
502146 O 02/01/26
0
1470476 201/824 F 90,300.00 ZZ
360 90,115.44 4
203 PRINCETON AVENUE 9.375 751.07 70
8.875 751.07 129,000.00
NATIONAL PARK NJ 08063 1 01/05/96 00
280001470476 05 02/01/96 0
1400843643 O 01/01/26
0
1470511 A52/824 F 115,200.00 ZZ
180 114,588.83 1
RT 4 BOX 658 CREIGHTON ROAD 9.000 1,168.44 70
8.500 1,168.44 165,000.00
BALLGOUND GA 30107 2 02/06/96 00
280001470511 05 04/01/96 0
1234 O 03/01/11
0
1470554 664/824 F 95,000.00 ZZ
360 94,830.48 1
2774 DELAWARE AVENUE 8.625 738.91 34
8.125 738.91 285,000.00
REDWOOD CITY CA 94061 5 01/25/96 00
280001470554 05 03/01/96 0
1
2150902 O 02/01/26
0
1470726 560/824 F 30,550.00 ZZ
360 30,489.80 1
3461 MAIN STREET 10.625 282.32 65
10.125 282.32 47,000.00
EMERALD PA 18080 1 11/10/95 00
280001470726 05 01/01/96 0
453964207 N 12/01/25
0
1470740 962/824 F 57,500.00 ZZ
360 57,439.56 1
1121 10 1/2 STREET N 11.125 553.03 90
10.625 553.03 63,900.00
MOORHEAD MN 56560 1 01/26/96 23
280001470740 05 03/01/96 0
0112111 O 02/01/26
0
1470744 A98/824 F 60,000.00 ZZ
360 59,973.46 3
217 SOUTH BURNET STREET 10.000 526.54 47
9.500 526.54 130,000.00
EAST ORANGE NJ 07019 1 03/08/96 00
280001470744 05 05/01/96 0
0107610 N 04/01/26
0
1470817 560/824 F 114,000.00 ZZ
360 113,763.24 1
4260 BIELEFELD DRIVE 10.375 1,032.16 75
9.875 1,032.16 152,000.00
FLORISSANT MO 63033 2 11/21/95 00
280001470817 03 01/01/96 0
403084251 O 12/01/25
0
1470842 637/824 F 295,125.00 ZZ
360 294,747.31 1
5 BAY PLACE 8.250 2,217.18 75
7.750 2,217.18 395,000.00
HUNTINGTON NY 11743 1 02/20/96 00
280001470842 05 04/01/96 0
4739249 O 03/01/26
0
1
1470845 791/824 F 26,650.00 ZZ
360 26,637.24 1
ROUTE 2 BOX 199C 9.625 226.52 65
9.125 226.52 41,000.00
ST JOSEPH LA 71366 5 03/06/96 00
280001470845 05 05/01/96 0
756158 N 04/01/26
0
1470858 562/562 F 57,600.00 ZZ
360 57,514.00 1
685 CHESTNUT AVENUE 11.900 588.06 38
11.400 588.06 155,000.00
TEANECK NJ 07666 5 11/14/95 00
503698 05 01/01/96 0
503698 O 12/01/25
0
1470861 562/562 F 29,600.00 ZZ
360 29,549.69 1
25 ARTIST LAKE DRIVE 10.250 265.25 80
9.750 265.25 37,000.00
MIDDLE ISLAND NY 11953 1 12/18/95 00
503755 01 02/01/96 0
503755 N 01/01/26
0
1470863 562/562 F 139,500.00 ZZ
360 139,239.73 1
11 SOUTH STANLEY ROAD 10.875 1,315.34 90
10.375 1,315.34 155,000.00
SOUTH ORANGE NJ 07079 1 11/07/95 23
501890 05 01/01/96 0
501890 O 12/01/25
0
1470864 562/562 F 82,000.00 ZZ
360 81,909.40 1
691-693 SOUTH 20TH STREET 13.250 923.14 66
12.750 923.14 126,000.00
NEWARK NJ 07103 5 11/15/95 00
90024480 05 01/01/96 0
90024480 O 12/01/25
0
1470866 562/562 F 270,000.00 ZZ
360 268,225.41 1
15 CHESTNUT AVENUE 9.875 2,344.54 80
9.375 2,344.54 337,500.00
1
GLEN HEAD NY 11545 1 11/28/95 00
1234 05 01/01/96 0
1234 O 12/01/25
0
1470873 462/824 F 110,000.00 ZZ
360 109,763.13 1
90669 GEORGETOWN ROAD 9.125 895.00 64
8.625 895.00 174,000.00
JUNCTION CITY OR 97448 5 01/26/96 00
280001470873 05 03/01/96 0
4460085 O 02/01/26
0
1470928 562/562 F 146,175.00 ZZ
360 145,920.79 1
148 EAGLE DRIVE WAY 11.200 1,414.20 75
UNIT 13 10.700 1,414.20 194,900.00
NANUET NY 10954 1 11/29/95 00
501312 01 01/01/96 0
501312 O 12/01/25
0
1470931 562/562 F 160,000.00 ZZ
180 158,382.60 2
961 EAST 54TH STREET 9.625 1,682.85 70
9.125 1,682.85 230,000.00
BROOKLYN NY 11234 5 12/18/95 00
504597 05 02/01/96 0
504597 O 01/01/11
0
1470935 562/562 F 32,500.00 ZZ
360 31,916.06 1
1227 SUMMERFIELD AVENUE 10.875 306.44 65
10.375 306.44 50,000.00
ASBURY PARK NJ 07712 5 11/03/95 00
500785 05 01/01/96 0
500785 N 12/01/25
0
1470938 562/562 F 55,250.00 T
360 55,167.90 1
5 HANSON ROAD 10.875 520.95 65
10.375 520.95 85,000.00
DEPOSIT NY 13754 5 12/29/95 00
505156 05 02/01/96 0
505156 O 01/01/26
0
1
1470940 562/562 F 56,250.00 ZZ
360 56,174.67 1
9 PHILLIPS ROAD 11.375 551.69 75
10.875 551.69 75,000.00
BRICK NJ 08724 5 12/05/95 00
504464 05 02/01/96 0
504464 O 01/01/26
0
1470942 562/562 F 368,000.00 ZZ
360 367,228.00 1
5 HOLLY LANE 9.250 3,027.45 80
8.750 3,027.45 460,000.00
ROSLYN HEIGHTS NY 11577 1 12/28/95 00
502518 05 02/01/96 0
502518 O 01/01/26
0
1470943 757/824 F 72,000.00 ZZ
360 71,906.14 1
4228 SANDERS ROAD 10.125 638.52 90
9.625 638.52 80,000.00
EFLAND NC 27243 1 01/15/96 14
280001470943 05 03/01/96 25
2734556 O 02/01/26
0
1470981 595/824 F 216,000.00 ZZ
360 215,485.60 1
495 MAYELLEN AVENUE 8.500 1,660.85 80
8.000 1,660.85 270,000.00
SAN JOSE CA 95126 2 02/05/96 00
280001470981 05 04/01/96 0
0105292 O 03/01/26
0
1471017 180/824 F 123,100.00 ZZ
360 122,921.64 1
9619 VICTORIA LANE 9.625 1,046.34 84
9.125 1,046.34 146,742.00
BOERNE TX 78006 1 01/31/96 04
280001471017 05 03/01/96 17
4111324 O 02/01/26
0
1471019 E59/824 F 95,500.00 ZZ
360 95,392.53 1
1
2087 EL SERENO AVENUE 8.875 759.84 58
8.375 759.84 165,000.00
ALTADENA CA 91001 5 02/14/96 00
280001471019 05 04/01/96 0
1471019 O 03/01/26
0
1471056 766/824 F 80,000.00 ZZ
360 79,927.00 1
7837 SW 36TH STREET 9.875 694.68 65
9.375 694.68 124,000.00
MIAMI FL 33155 5 02/09/96 00
280001471056 05 04/01/96 0
0101254 O 03/01/26
0
1471059 560/824 F 280,000.00 ZZ
360 279,203.41 1
SHILOH CHURCH ROAD 8.875 2,227.81 80
8.375 2,227.81 350,000.00
CHIPLEY FL 32428 5 11/15/95 00
280001471059 05 01/01/96 0
403704281 O 12/01/25
0
1471060 560/824 F 161,250.00 ZZ
360 160,923.91 1
14 FOREST RIDGE ROAD 10.500 1,475.02 75
10.000 1,475.02 215,000.00
LINCOLN NH 03251 1 11/22/95 00
280001471060 03 01/01/96 0
417137601 O 12/01/25
0
1471117 862/824 F 211,500.00 ZZ
180 210,962.47 1
3628 GINGERWOOD COURT 10.375 1,914.94 90
9.875 1,914.94 235,000.00
THOUSAND OAKS CA 91360 1 11/17/95 23
280001471117 05 01/01/96 0
7998537 O 12/01/10
0
1471121 862/824 F 180,450.00 ZZ
180 180,033.10 1
3625 EAST STILES AVENUE 10.750 1,684.47 81
10.250 1,684.47 225,000.00
CAMARILLO CA 93010 1 10/25/95 23
280001471121 05 12/01/95 0
1
7916802 O 11/01/10
0
1471123 862/824 F 57,800.00 ZZ
180 57,617.95 1
2834 CHANTILLY AVENUE 10.625 534.13 85
10.125 534.13 68,000.00
WINTER PARK FL 32789 1 11/20/95 23
280001471123 05 01/01/96 0
7972631 O 12/01/10
0
1471287 921/921 F 54,000.00 ZZ
360 53,953.16 1
9504 WEST 38TH AVENUE 12.000 555.46 50
11.500 555.46 108,000.00
WHEAT RIDGE CO 80033 5 01/18/96 00
260794 05 03/01/96 0
260794 O 02/01/26
0
1471289 921/921 F 95,900.00 ZZ
180 95,044.48 1
6324 PARADISE POINT ROAD 7.750 902.69 70
7.250 902.69 137,000.00
FLOWERY BRANCH GA 30542 5 01/17/96 00
294710 05 03/01/96 0
294710 O 02/01/11
0
1471725 A52/824 F 69,300.00 ZZ
360 69,235.08 1
2264 WARREN DRIVE 9.750 595.39 90
9.250 595.39 77,000.00
AUSTELL GA 30001 2 02/19/96 23
280001471725 05 04/01/96 0
0102412 O 03/01/26
0
1471825 562/562 F 112,000.00 ZZ
360 111,712.74 1
1110 HAWKINS BLVD 9.375 931.56 78
8.875 931.56 145,000.00
COPIAGUE NY 11726 1 11/13/95 00
501601 05 01/01/96 0
501601 O 12/01/25
0
1
1471839 462/824 F 68,500.00 ZZ
360 68,380.89 1
910 EAST HIGHLAND COURT 8.750 538.89 58
8.250 538.89 120,000.00
UPLAND CA 91786 5 01/02/96 00
280001471839 05 03/01/96 0
445719B O 02/01/26
0
1471846 664/824 F 121,700.00 ZZ
180 120,791.34 1
5806 BRUNSWICK WAY 9.750 1,289.25 80
9.250 1,289.25 152,135.00
ARLINGTON TX 76018 1 01/31/96 00
280001471846 05 03/01/96 0
2113785 O 02/01/11
0
1471872 560/824 F 111,000.00 ZZ
360 110,830.55 1
STANTON FARM RD 10.750 1,036.17 75
10.250 1,036.17 148,000.00
BARTLETT NH 03812 1 12/07/95 00
280001471872 05 02/01/96 0
417129202 O 01/01/26
0
1471911 560/824 F 69,500.00 ZZ
360 69,354.19 1
56870 EL DORADO DRIVE 9.250 571.76 78
8.750 571.76 89,500.00
YUCCA VALLEY CA 92284 1 12/26/95 00
280001471911 05 02/01/96 0
434501301 O 01/01/26
0
1471946 948/824 F 154,700.00 ZZ
360 154,444.06 1
21 EAST HIGH STREET 10.375 1,400.67 85
9.875 1,400.67 182,000.00
WATSONVILLE CA 95076 5 12/12/95 23
280001471946 05 02/01/96 0
175563 O 01/01/26
0
1471952 642/824 F 146,800.00 ZZ
360 146,486.88 1
702 ROYAL STEWART DRIVE 10.250 1,315.48 73
9.750 1,315.48 203,000.00
1
PLACENTIA CA 92670 2 11/21/95 00
280001471952 05 01/01/96 0
10553295 O 12/01/25
0
1471954 560/824 F 129,300.00 ZZ
360 129,091.73 1
2801 NE 70TH STREET 10.500 1,182.76 70
10.000 1,182.76 184,800.00
GLADSTONE MO 64119 1 12/21/95 00
280001471954 05 02/01/96 0
454862103 O 01/01/26
0
1471960 948/824 F 52,500.00 ZZ
180 52,427.83 1
890 NORTH 160 WEST 9.875 455.89 70
9.375 455.89 75,000.00
OREM UT 84057 1 01/03/96 00
280001471960 01 03/01/96 0
17724 N 02/01/11
0
1472051 948/824 F 96,000.00 ZZ
180 95,850.31 1
340 NORTH 1220 WEST 10.375 869.20 80
9.875 869.20 120,000.00
PROVO UT 84601 5 01/09/96 00
280001472051 05 03/01/96 0
17747 O 02/01/11
0
1472100 948/824 F 118,400.00 ZZ
180 118,223.87 1
4678 SYMPHONY LANE 9.500 995.58 80
9.000 995.58 148,000.00
SAN JOSE CA 95111 5 01/05/96 00
280001472100 05 03/01/96 0
17737 O 02/01/11
0
1472165 948/824 F 82,800.00 ZZ
180 82,700.40 1
121 CEDAR STREET 10.500 757.41 90
10.000 757.41 92,000.00
HENDERSON NV 89015 2 01/05/96 23
280001472165 05 03/01/96 0
17469 O 02/01/11
0
1
1472167 948/824 F 327,000.00 ZZ
180 326,303.12 1
1311 AVERY STREET 7.750 2,342.67 59
7.250 2,342.67 560,000.00
MONTARA CA 94037 2 01/03/96 00
280001472167 05 03/01/96 0
17718 O 02/01/11
0
1472169 948/824 F 63,500.00 ZZ
180 63,394.92 1
26954 MADISON STREET 10.375 574.94 62
9.875 574.94 103,500.00
ESPARTO CA 95627 1 12/19/95 00
280001472169 05 02/01/96 0
17639 O 01/01/11
0
1472170 948/824 F 106,000.00 ZZ
180 105,872.50 1
10736 SOUTH 865 EAST 10.500 969.63 80
10.000 969.63 132,500.00
SANDY UT 84094 5 01/05/96 00
280001472170 05 03/01/96 0
17643 O 02/01/11
0
1472263 B75/824 F 239,300.00 ZZ
360 239,142.04 1
3008 WHITE BEECH DRIVE 11.375 2,346.97 90
10.875 2,346.97 265,900.00
HARWOOD MD 20776 1 02/07/96 23
280001472263 03 04/01/96 0
2340206 O 03/01/26
0
1472365 664/824 F 53,950.00 ZZ
360 53,898.10 1
1913 ALEGRIA ROAD 9.625 458.57 65
9.125 458.57 83,000.00
AUSTIN TX 78757 5 02/15/96 00
280001472365 05 04/01/96 0
2143774 N 03/01/26
0
1472392 971/824 F 101,600.00 ZZ
360 101,496.98 1
1
8844 WEST LONGACRE DRIVE 9.375 845.06 80
8.875 845.06 127,000.00
MIRAMAR FL 33025 5 02/16/96 00
280001472392 05 04/01/96 0
9560052 O 03/01/26
0
1472394 971/824 F 98,250.00 ZZ
360 98,165.01 1
1354 NW 4TH STREET 10.125 871.30 75
9.625 871.30 131,000.00
BOCA RATON FL 33486 1 02/15/96 00
280001472394 05 04/01/96 0
9580080 O 03/01/26
0
1472414 921/921 F 55,000.00 T
360 54,965.93 1
45 GASPEE ROAD 13.500 629.98 44
13.000 629.98 125,000.00
NARRAGANSETT RI 02882 5 01/18/96 00
407585 05 03/01/96 0
407585 O 02/01/26
0
1472416 921/921 F 60,200.00 ZZ
360 60,135.01 1
18 BEVERLY ROAD 11.000 573.30 70
10.500 573.30 86,000.00
NEW HAVEN CT 06515 5 01/18/96 00
407338 05 03/01/96 0
407338 O 02/01/26
0
1472419 921/921 F 105,500.00 ZZ
360 105,351.13 1
1601 WILDROSE DRIVE 9.750 906.41 80
9.250 906.41 131,888.00
BELVIDERE IL 61008 1 01/16/96 00
502179 05 03/01/96 0
502179 O 02/01/26
0
1472425 921/921 F 72,000.00 ZZ
360 71,926.38 1
4260 RUSHWOOD COURT 11.250 699.31 69
10.750 699.31 105,000.00
WICHITA KS 67226 2 01/09/96 00
501908 05 03/01/96 0
1
501908 O 02/01/26
0
1472584 971/824 F 65,000.00 ZZ
180 64,635.36 1
11866 SW 203RD TERRACE 8.375 635.33 73
7.875 635.33 89,500.00
MIAMI FL 33177 5 02/21/96 00
280001472584 05 04/01/96 0
9660024 O 03/01/11
0
1472585 971/824 F 69,600.00 ZZ
180 69,247.05 1
4750 NW 16TH COURT 9.500 726.78 80
9.000 726.78 87,000.00
LAUDERHILL FL 33313 5 02/23/96 00
280001472585 05 04/01/96 0
0110916 O 03/01/11
0
1472586 664/824 F 135,000.00 ZZ
360 134,859.47 1
11113 OAK KNOLL DRIVE 9.250 1,110.62 90
8.750 1,110.62 150,000.00
AUSTIN TX 78759 1 02/09/96 23
280001472586 05 04/01/96 0
0097629 O 03/01/26
0
1472685 462/824 F 262,000.00 ZZ
360 261,727.30 1
27081 EDWARD DRIVE 9.250 2,155.41 72
8.750 2,155.41 368,000.00
CALABASAS CA 91301 2 02/09/96 00
280001472685 05 04/01/96 0
4462081 O 03/01/26
0
1472728 921/921 F 86,800.00 ZZ
360 86,249.57 1
6527 OTIS STREET 10.500 794.00 80
10.000 794.00 108,500.00
ARVADA CO 80003 1 01/25/96 00
261164 05 03/01/96 0
261164 O 02/01/26
0
1
1472733 B38/824 F 66,600.00 ZZ
360 66,524.09 1
ROUTE #5 10.750 621.70 90
WILLOW LAKE ESTATES 10.250 621.70 74,000.00
WILLS POINT TX 75169 1 02/08/96 23
280001472733 03 03/01/96 0
0107032 O 02/01/26
0
1472736 642/824 F 50,000.00 ZZ
360 49,933.07 1
641 WEST LINCOLN AVENUE 10.000 438.79 56
9.500 438.79 90,000.00
EL CENTRO CA 92243 2 01/19/96 00
280001472736 05 03/01/96 0
01551396 O 02/01/26
0
1472772 921/921 F 57,600.00 ZZ
360 57,530.73 1
20 THORNTON STREET 10.500 526.89 80
10.000 526.89 72,000.00
PAWTUCKET RI 02860 1 01/26/96 00
407304 05 03/01/96 0
407304 O 02/01/26
0
1472774 921/921 F 208,800.00 T
360 208,572.12 1
100 MONTICELLO WAY 10.950 1,980.57 90
10.450 1,980.57 232,000.00
FAIRBURN GA 30213 1 01/26/96 23
294967 05 03/01/96 0
294967 O 02/01/26
0
1472870 637/824 F 152,000.00 ZZ
360 151,925.23 1
360 PIONEER DRIVE 9.500 1,278.10 69
9.000 1,278.10 223,000.00
PRESCOTT AZ 86303 5 03/08/96 00
280001472870 05 05/01/96 0
3124476 O 04/01/26
0
1472916 642/824 F 54,800.00 ZZ
360 54,716.34 1
468 BING STREET 10.750 511.55 78
10.250 511.55 70,500.00
1
GRAND JUNCTION CO 81504 1 12/07/95 00
280001472916 05 02/01/96 0
11551795 O 01/01/26
0
1472921 229/824 F 129,200.00 ZZ
360 128,885.50 1
6850 SAN MIGUEL AVENUE 9.625 1,098.19 80
9.125 1,098.19 161,500.00
LEMON GROVE CA 91945 1 11/27/95 00
280001472921 05 01/01/96 0
6511166 O 12/01/25
0
1473099 921/921 F 69,550.00 ZZ
360 69,466.33 1
10634 WEST PARK MOUNTAIN 10.500 636.21 65
10.000 636.21 107,000.00
LITTLETON CO 80127 5 01/25/96 00
261271 07 03/01/96 0
261271 O 02/01/26
0
1473155 595/824 F 112,000.00 ZZ
360 111,947.75 1
25 DEAN STREET 9.750 962.25 55
9.250 962.25 205,000.00
GLEN ROCK NJ 07452 5 03/01/96 00
280001473155 05 05/01/96 0
6050702 O 04/01/26
0
1473156 E32/824 F 113,600.00 ZZ
360 113,493.57 1
1207 COLLINS AVENUE 9.750 976.00 80
9.250 976.00 142,000.00
ODENTON MD 21113 5 02/14/96 00
280001473156 05 04/01/96 0
01388395 O 03/01/26
0
1473162 635/824 F 192,500.00 ZZ
180 191,937.51 1
4395 WISMER RD 7.875 1,825.77 70
7.375 1,825.77 275,000.00
CARVERSVILLE PA 18913 5 03/06/96 00
280001473162 05 05/01/96 0
635902000 O 04/01/11
0
1
1473168 896/824 F 79,900.00 ZZ
360 79,839.57 1
203 WINDY HILLS COURT 10.750 745.85 80
10.250 745.85 99,900.00
CANTON GA 30114 1 02/14/96 00
280001473168 05 04/01/96 0
0101833 O 03/01/26
0
1473339 961/824 F 142,000.00 ZZ
360 141,848.29 1
3917 WINSTON DRIVE 9.125 1,155.36 90
8.625 1,155.36 158,000.00
EL MONTE CA 91731 1 02/27/96 23
280001473339 05 04/01/96 0
09108578 O 03/01/26
0
1473447 664/824 F 35,000.00 ZZ
360 34,767.23 1
7324 SOUTH MARYLAND AVENUE 10.000 307.15 67
9.500 307.15 53,000.00
CHICAGO IL 60619 5 02/12/96 00
280001473447 05 04/01/96 0
2137321 O 03/01/26
0
1473453 766/824 F 72,200.00 ZZ
360 72,145.40 1
2929 WHIRLAWAY TRAIL 10.750 673.97 80
10.250 673.97 90,300.00
TALLAHASSEE FL 32308 1 02/16/96 00
280001473453 05 04/01/96 0
96GR0017 O 03/01/26
0
1473487 757/824 F 57,600.00 ZZ
180 57,155.12 1
178 SMITH'S ROAD 9.375 597.14 80
8.875 597.14 72,000.00
ALLENHURST GA 31301 2 01/26/96 00
280001473487 05 03/01/96 0
2736239 O 02/01/11
0
1473494 921/921 F 174,250.00 ZZ
360 174,022.92 1
1
6440 BROOKLINE COURT 10.125 1,545.29 85
9.625 1,545.29 205,000.00
CUMMING GA 30130 1 01/26/96 23
294942 03 03/01/96 0
294942 O 02/01/26
0
1473564 E63/824 F 130,000.00 ZZ
360 129,796.24 1
31136 LEAFY LANE 9.250 1,069.48 58
8.750 1,069.48 225,000.00
SCAPPOOSE OR 97056 5 01/22/96 00
280001473564 05 03/01/96 0
96201062 O 02/01/26
0
1473585 E63/824 F 100,000.00 ZZ
180 99,903.20 1
18134 SOUTH KELLY CREEK LANE 11.500 990.29 62
11.000 990.29 162,000.00
BEAVERCREEK OR 97004 1 01/19/96 00
280001473585 05 03/01/96 0
96201055 N 02/01/11
0
1473590 E63/824 F 46,300.00 ZZ
360 46,241.26 1
336 28TH AVENUE 10.250 414.89 85
9.750 414.89 54,500.00
LONGVIEW WA 98632 5 01/24/96 23
280001473590 05 03/01/96 0
96201060 O 02/01/26
0
1473593 E63/824 F 60,000.00 ZZ
360 59,927.85 1
6734 SOUTHEAST 75TH AVENUE 10.500 548.84 80
10.000 548.84 75,000.00
PORTLAND OR 97206 1 01/19/96 00
280001473593 05 03/01/96 0
95101066 O 02/01/26
0
1473599 E63/824 F 211,700.00 ZZ
360 211,458.73 1
20 WELLS ISLAND ROAD 10.750 1,976.18 70
10.250 1,976.18 302,500.00
CHICO CA 95973 5 01/25/96 00
280001473599 05 03/01/96 0
1
96201031 O 02/01/26
0
1473613 E63/824 F 104,000.00 ZZ
360 103,860.51 1
18400 CLAYTON AVENUE 9.990 911.91 64
9.490 911.91 165,000.00
HASTINGS MN 55033 5 01/23/96 00
280001473613 05 03/01/96 0
95101150 O 02/01/26
0
1473626 E63/824 F 112,000.00 ZZ
360 111,865.30 1
8206 EAST EVANS CREEK ROAD 10.500 1,024.51 80
10.000 1,024.51 140,000.00
ROGUE RIVER OR 97537 5 01/23/96 00
280001473626 05 03/01/96 0
96201030 O 02/01/26
0
1473644 E63/824 F 127,500.00 ZZ
180 127,343.45 1
7406 NORTHEAST 87TH CIRCLE 11.750 1,287.00 85
11.250 1,287.00 150,000.00
VANCOUVER WA 98662 5 12/08/95 23
280001473644 05 02/01/96 0
95101085 O 01/01/11
0
1473652 E63/824 F 121,500.00 ZZ
180 121,353.87 1
2158 52ND AVENUE 10.500 1,111.41 74
10.000 1,111.41 165,000.00
ZEELAND MI 49464 5 01/25/96 00
280001473652 05 03/01/96 0
96201081 O 02/01/11
0
1473738 921/921 F 120,700.00 ZZ
360 120,576.57 1
120 JUNALUSKA DRIVE 11.250 1,172.32 85
10.750 1,172.32 142,000.00
WOODSTOCK GA 30188 1 01/29/96 23
294678 03 03/01/96 0
294678 O 02/01/26
0
1
1473741 921/921 F 90,000.00 ZZ
360 89,873.00 1
1289 CLAYTON STREET 9.750 773.24 61
9.250 773.24 148,500.00
DENVER CO 80206 5 01/31/96 00
261487 03 03/01/96 0
261487 O 02/01/26
0
1473859 369/824 F 256,000.00 ZZ
360 255,760.15 1
13463 CHRISFIELD LANE 9.750 2,199.44 80
9.250 2,199.44 320,000.00
MCCORDSVILLE IN 46055 1 02/16/96 00
280001473859 05 04/01/96 0
0048595797 O 03/01/26
0
1473919 635/824 F 176,250.00 ZZ
360 176,169.92 1
15 MURIEL DR 9.875 1,530.47 75
9.375 1,530.47 235,000.00
STAMFORD CT 06907 5 02/29/96 00
280001473919 05 05/01/96 0
6360986-00 O 04/01/26
0
1473929 A98/824 F 168,000.00 ZZ
360 167,943.28 2
36-38 WEST 33RD STREET 11.250 1,631.72 80
10.750 1,631.72 210,000.00
BAYONNE NJ 07002 1 03/07/96 00
280001473929 05 05/01/96 0
0107610 O 04/01/26
0
1473931 766/824 F 45,000.00 ZZ
180 44,758.57 1
6049 SW 26TH STREET 8.875 453.08 75
8.375 453.08 60,000.00
MIRAMAR FL 33023 1 02/21/96 00
280001473931 05 04/01/96 0
96SG0085 O 03/01/11
0
1473995 A01/824 F 84,700.00 ZZ
360 84,617.99 1
601 CRESTRIDGE AVENUE 11.500 838.78 70
11.000 838.78 121,000.00
1
COLORADO SPRING CO 80906 5 01/16/96 00
280001473995 05 03/01/96 0
R10026 O 02/01/26
0
1474032 766/824 F 200,000.00 ZZ
360 199,780.68 1
1408 DORADO AVENUE 9.000 1,609.25 59
8.500 1,609.25 340,000.00
CORAL GABLES FL 33146 2 02/20/96 00
280001474032 05 04/01/96 0
96AC0043 O 03/01/26
0
1474406 A11/824 F 72,250.00 ZZ
360 72,222.05 1
6336 KENDAL 10.625 667.66 85
10.125 667.66 85,000.00
DEARBORN MI 48126 2 02/29/96 23
280001474406 05 05/01/96 0
510196665 O 04/01/26
0
1474416 664/824 F 99,400.00 ZZ
360 99,363.57 1
9621 9TH STREET NORTHEAST 10.875 937.24 70
10.375 937.24 142,000.00
LAKE STEVENS WA 98258 5 03/28/96 00
280001474416 05 05/01/96 0
0097629 O 04/01/26
0
1474467 A01/824 F 266,400.00 ZZ
180 266,003.76 1
1612 GREENWICH ROAD 9.500 2,240.04 90
9.000 2,240.04 296,000.00
SAN DIMAS CA 91773 1 01/02/96 23
280001474467 03 03/01/96 0
WRIGHT O 02/01/11
0
1474472 A01/824 F 112,000.00 ZZ
360 111,895.84 1
726 COUNTRY ROAD 215 13.000 1,238.95 70
12.500 1,238.95 160,000.00
DURANGO CO 81301 1 12/13/95 00
280001474472 05 02/01/96 0
HOPKINS O 01/01/26
0
1
1474474 A01/824 F 120,000.00 ZZ
360 119,821.50 1
13692 WILLAMETTE DRIVE 9.500 1,009.03 75
9.000 1,009.03 160,000.00
WESTMINSTER CA 92683 5 01/03/96 00
280001474474 05 03/01/96 0
GAGLIANO N 02/01/26
0
1474479 A01/824 F 105,000.00 ZZ
360 104,791.62 1
1380 DARLINGTON AVENUE 9.650 894.41 75
9.150 894.41 140,000.00
UPLAND CA 91786 5 12/18/95 00
280001474479 05 02/01/96 0
MAY O 01/01/26
0
1474485 A01/824 F 85,000.00 ZZ
180 84,847.37 1
18819 CALVERT STREET 9.990 745.31 49
RESEDA AREA 9.490 745.31 176,000.00
LOS ANGELES CA 91335 2 12/13/95 00
280001474485 05 02/01/96 0
MENDOZA N 01/01/11
0
1474494 A01/824 F 130,500.00 ZZ
360 130,334.38 1
15232 SOUTH MCKINLEY AVENUE 10.250 1,169.42 90
9.750 1,169.42 145,000.00
COMPTON AREA CA 90220 5 01/12/96 23
280001474494 05 03/01/96 0
MCCRAY O 02/01/26
0
1474562 A07/824 F 234,000.00 ZZ
360 233,823.01 1
1418 NORTH CLIFFSIDE DRIVE 10.750 2,184.35 90
10.250 2,184.35 260,000.00
GILBERT AZ 85234 2 02/28/96 23
280001474562 05 04/01/96 0
960053 O 03/01/26
0
1474579 A01/824 F 206,250.00 ZZ
360 206,001.95 1
1
250 SUNSET LANE 10.500 1,886.65 75
10.000 1,886.65 275,000.00
DURANGO CO 81301 4 01/17/96 00
280001474579 05 03/01/96 0
REZEK O 02/01/26
0
1474598 A01/824 F 150,000.00 ZZ
180 149,751.85 2
620 KAIAULU LOOP 8.990 1,205.85 37
8.490 1,205.85 407,000.00
MAKAWAO HI 96768 5 01/24/96 00
280001474598 05 03/01/96 0
SHIBATA O 02/01/11
0
1474600 A01/824 F 55,000.00 ZZ
180 54,938.98 1
618 EAST MYRTLE STREET 10.875 518.59 39
10.375 518.59 142,500.00
SANTA ANA CA 92701 5 01/18/96 00
280001474600 05 03/01/96 0
LOPEZ O 02/01/11
0
1474603 A01/824 F 112,500.00 ZZ
180 111,750.88 1
10332 SOUTH AMARYLLIS STREET 11.000 1,278.68 90
10.500 1,278.68 125,000.00
SANDY UT 84094 2 01/18/96 23
280001474603 05 03/01/96 0
LEWIS O 02/01/11
0
1474607 A01/824 F 262,500.00 ZZ
180 261,889.24 1
4838 COLLETT AVENUE 8.750 2,065.09 71
8.250 2,065.09 370,000.00
LOS ANGELES CA 91436 2 12/22/95 00
280001474607 05 02/01/96 0
GREENBERG O 01/01/11
0
1474742 971/824 F 52,500.00 ZZ
360 52,436.16 1
781 NE 2ND PLACE 8.500 403.68 75
8.000 403.68 70,000.00
HIALEAH FL 33010 1 02/29/96 00
280001474742 05 04/01/96 0
1
9660053 O 03/01/26
0
1474744 971/824 F 67,000.00 ZZ
180 66,682.69 1
4470 NW 176TH TERRACE 10.250 730.27 78
9.750 730.27 87,000.00
MIAMI FL 33055 5 02/16/96 00
280001474744 05 04/01/96 0
9660030 O 03/01/11
0
1475251 A11/824 F 70,000.00 ZZ
360 69,977.63 1
8070 WARREN BLVD 11.500 693.20 73
11.000 693.20 97,000.00
CENTER LINE MI 48015 2 03/20/96 00
280001475251 05 05/01/96 0
0100361 O 04/01/26
0
1475253 B96/824 F 61,600.00 ZZ
360 61,553.40 1
4975 CORNFLOWER AVENUE 10.750 575.03 80
10.250 575.03 77,000.00
MOBILE AL 36619 2 02/13/96 00
280001475253 05 04/01/96 0
0137898 O 03/01/26
0
1475545 664/824 F 54,000.00 ZZ
360 52,930.75 1
4997 STINGLE ST NW 8.750 424.82 64
8.250 424.82 85,000.00
BREMERTON WA 98311 2 02/26/96 00
280001475545 05 04/01/96 0
2160935 O 03/01/26
0
1475554 757/824 F 101,700.00 ZZ
360 101,588.46 1
695 CAMP PERRIN ROAD 9.000 818.31 90
8.500 818.31 113,000.00
LAWRENCEVILLE GA 30243 1 02/05/96 01
280001475554 05 04/01/96 25
2738508 O 03/01/26
0
1
1475555 921/921 F 35,000.00 ZZ
360 34,977.03 1
ROUTE 153 BOX 2373 13.250 394.03 53
12.750 394.03 67,000.00
WAKEFIELD NH 03872 5 01/30/96 00
406355 05 03/01/96 0
406355 O 02/01/26
0
1475564 921/921 F 91,500.00 ZZ
360 91,409.62 1
6178 SOUTH CARR COURT 9.500 769.39 75
9.000 769.39 122,000.00
LITTLETON CO 80123 5 02/02/96 00
261529 05 04/01/96 0
261529 O 03/01/26
0
1475568 921/921 F 46,500.00 ZZ
360 46,471.72 1
8 FOUNTAIN STREET 11.750 469.38 60
11.250 469.38 77,500.00
WEST WARWICK RI 02893 1 02/06/96 00
408062 05 04/01/96 0
408062 N 03/01/26
0
1475573 921/921 F 132,000.00 ZZ
360 131,793.11 1
67 CULVER LANE 9.250 1,085.94 80
8.750 1,085.94 165,000.00
NORTH HAVEN CT 06473 2 01/26/96 00
407866 05 03/01/96 0
407866 O 02/01/26
0
1475592 921/921 F 103,800.00 ZZ
360 103,714.85 1
2548 CHERRY CIRCLE 12.250 1,087.72 80
11.750 1,087.72 129,785.00
BRIGHTON CO 80601 1 02/02/96 00
261545 03 03/01/96 0
261545 O 02/01/26
0
1475686 A11/824 F 123,500.00 ZZ
360 123,416.21 1
29735 NOVA WOODS DR 11.250 1,199.51 63
10.750 1,199.51 197,000.00
1
FARMINGTON HILL MI 48331 5 02/19/96 00
280001475686 07 04/01/96 0
510196689 O 03/01/26
0
1476101 B38/824 F 132,000.00 ZZ
360 131,947.54 1
1615 NORTH LAUREL AVENUE 10.500 1,207.46 80
UNIT #201 10.000 1,207.46 165,000.00
LOS ANGELES CA 90046 2 03/27/96 00
280001476101 05 05/01/96 0
W021192 O 04/01/26
0
1476313 921/921 F 86,250.00 ZZ
360 86,182.97 1
3440 STUART STREET 10.625 797.04 75
10.125 797.04 115,000.00
DENVER CO 80212 5 02/07/96 00
260638 05 04/01/96 0
260638 O 03/01/26
0
1476524 816/824 F 130,500.00 ZZ
360 130,390.08 1
1174 EAST 830 SOUTH 10.250 1,169.41 90
9.750 1,169.41 145,000.00
PLEASANT GROVE UT 84062 2 02/19/96 23
280001476524 05 04/01/96 0
139262 O 03/01/26
0
1476550 B56/824 F 52,000.00 ZZ
180 51,879.86 2
11932 SOUTH PARNELL AVENUE 9.875 451.55 80
9.375 451.55 65,000.00
CHICAGO IL 60643 5 11/08/95 00
280001476550 05 01/01/96 0
1095026 O 12/01/10
0
1476567 462/824 F 110,000.00 ZZ
360 109,899.61 1
12150 OLD OREGON TRAIL 9.875 955.19 90
9.375 955.19 123,000.00
REDDING CA 96003 2 02/23/96 23
280001476567 05 04/01/96 0
4460911 O 03/01/26
0
1
1476605 B38/824 F 96,000.00 ZZ
360 95,927.39 1
9 RUSSELLING RIDGE RD 10.750 896.14 80
10.250 896.14 120,000.00
NEW MILFORD CT 06776 1 02/29/96 00
280001476605 05 04/01/96 0
W02127 O 03/01/26
0
1477962 A59/824 F 46,700.00 ZZ
360 46,681.44 1
1014 SOUTH FRONT STREET 10.500 427.19 80
10.000 427.19 58,400.00
ST PETER MN 56082 2 03/13/96 00
280001477962 05 05/01/96 0
1477962 O 04/01/26
0
1477997 757/824 F 68,000.00 ZZ
360 67,929.21 1
118 EMERALD LAKE TERRACE 9.250 559.42 85
8.750 559.42 80,000.00
DOTHAN AL 36303 2 02/01/96 04
280001477997 05 04/01/96 12
2735223 O 03/01/26
0
1478042 921/921 F 60,000.00 ZZ
360 59,943.77 1
4750 WEST THIRD AVENUE 9.750 515.50 75
9.250 515.50 80,000.00
DENVER CO 80219 2 02/09/96 00
261826 05 04/01/96 0
261826 O 03/01/26
0
1478148 560/824 F 120,500.00 ZZ
360 120,334.37 1
12 BOULDER LANE 9.875 1,046.37 72
9.375 1,046.37 168,000.00
GOLDENS BRIDGE NY 10526 5 01/31/96 00
280001478148 07 03/01/96 0
454017104 O 02/01/26
0
1478250 A59/824 F 62,000.00 ZZ
360 61,938.76 1
1
310 WILSON AVENUE 9.500 521.33 85
9.000 521.33 73,000.00
FARIBAULT MN 55021 5 02/28/96 23
280001478250 05 04/01/96 0
1478250 O 03/01/26
0
1478274 A17/824 F 210,000.00 ZZ
360 209,904.60 1
9-11 FOLLEN STREET 9.875 1,823.53 25
UNIT 11 9.375 1,823.53 860,000.00
CAMBRIDGE MA 02138 5 03/26/96 00
280001478274 01 05/01/96 0
143166 O 04/01/26
0
1478395 921/921 F 54,750.00 ZZ
360 54,700.03 1
2625 SOUTH ZUNI STREET 9.875 475.43 75
9.375 475.43 73,000.00
DENVER CO 80219 5 02/09/96 00
261206 05 04/01/96 0
261206 O 03/01/26
0
1478397 921/921 F 30,000.00 ZZ
360 29,979.65 1
33 HORESHOE ROAD 11.250 291.38 18
10.750 291.38 168,000.00
GUILFORD CT 06437 5 02/08/96 00
407999 05 04/01/96 0
407999 O 03/01/26
0
1478607 A59/824 F 48,500.00 ZZ
180 48,371.83 1
800 6TH STREET NW 9.000 491.92 67
8.500 491.92 72,500.00
AUSTIN MN 55912 5 03/28/96 00
280001478607 05 05/01/96 0
1478607 O 04/01/11
0
1478769 B38/824 F 137,611.00 ZZ
360 137,475.08 1
8034 PALERMO STREET 9.500 1,157.11 90
9.000 1,157.11 152,902.00
FONTANA CA 92336 1 02/27/96 23
280001478769 05 04/01/96 0
1
W02098 O 03/01/26
0
1478780 965/824 F 116,250.00 ZZ
360 116,138.18 1
38419 NORTH 31ST AVENUE 9.625 988.11 75
9.125 988.11 155,000.00
PHOENIX AZ 85027 1 02/24/96 00
280001478780 05 04/01/96 0
1478780 O 03/01/26
0
1478794 E32/824 F 375,000.00 ZZ
180 372,872.91 1
317 SAYERS FOREST DRIVE 8.250 3,638.03 63
7.750 3,638.03 600,000.00
QUEENSTOWN MD 21658 5 02/27/96 00
280001478794 05 04/01/96 0
140073 O 03/01/11
0
1478819 B26/824 F 178,500.00 ZZ
360 178,418.91 1
39-22 62ND STREET 9.875 1,550.00 85
9.375 1,550.00 210,000.00
WOODSIDE NY 11377 5 03/21/96 23
280001478819 05 05/01/96 0
CHENG O 04/01/26
0
1478894 A67/824 F 72,000.00 ZZ
360 71,932.53 1
145 OAKVIEW DRIVE 9.750 618.60 80
9.250 618.60 90,000.00
COVINGTON GA 30209 2 02/02/96 00
280001478894 05 04/01/96 0
6002638 O 03/01/26
0
1478895 766/824 F 104,200.00 ZZ
360 104,102.37 1
9016 SW 169 AVENUE 9.750 895.24 75
9.250 895.24 138,990.00
MIAMI FL 33196 1 02/29/96 00
280001478895 05 04/01/96 0
95JL035 O 03/01/26
0
1
1478896 962/824 F 103,000.00 ZZ
360 102,963.27 1
812 4 1/2 AVENUE N E 11.000 980.90 90
10.500 980.90 114,500.00
BARNESVILLE MN 56514 1 03/07/96 23
280001478896 05 05/01/96 0
1234 O 04/01/26
0
1478928 816/824 F 63,000.00 ZZ
360 62,949.70 2
319-321 WEST 800 NORTH 10.500 576.29 70
10.000 576.29 90,000.00
SALT LAKE CITY UT 84103 5 02/27/96 00
280001478928 05 04/01/96 0
139409 N 03/01/26
0
1478931 E59/824 F 129,150.00 ZZ
360 129,106.40 1
3161 SNOW BANK DRIVE 11.250 1,254.38 90
10.750 1,254.38 143,500.00
HAILEY ID 83333 1 03/01/96 23
280001478931 05 05/01/96 0
0129090 O 04/01/26
0
1478933 757/824 F 134,500.00 ZZ
180 133,770.28 1
872 MERIWETHER ROAD 8.750 1,344.26 71
8.250 1,344.26 190,000.00
PIKE ROAD AL 36064 5 02/01/96 00
280001478933 05 04/01/96 0
2739563 O 03/01/11
0
1478936 757/824 F 76,400.00 ZZ
360 76,320.46 1
9740 WINDSOR WAY 9.250 628.53 90
8.750 628.53 84,900.00
GAINESVILLE GA 30506 1 02/09/96 01
280001478936 03 04/01/96 25
2738979 O 03/01/26
0
1478938 757/824 F 300,000.00 ZZ
360 299,662.38 1
4020 WHITEWATER CREEK ROAD 8.875 2,386.94 58
8.375 2,386.94 525,000.00
1
ATLANTA GA 30327 1 02/15/96 00
280001478938 05 04/01/96 0
2740371 O 03/01/26
0
1479104 971/824 F 51,000.00 T
180 50,874.11 1
3741 NW 207TH STREET 9.750 540.27 79
9.250 540.27 65,000.00
MIAMI FL 33055 5 03/05/96 00
280001479104 05 05/01/96 0
0110916 O 04/01/11
0
1479287 E20/824 F 66,000.00 ZZ
360 65,952.70 1
1170 VALENTINE COURT 11.000 628.54 87
10.500 628.54 76,500.00
RIVERDALE GA 30296 2 03/04/96 23
280001479287 05 04/01/96 0
0123507 O 03/01/26
0
1479417 B38/824 F 31,000.00 ZZ
180 30,798.31 1
2309 S 36TH STREET 11.250 357.23 65
10.750 357.23 48,000.00
LOUISVILLE KY 40211 2 01/08/96 00
280001479417 05 03/01/96 0
730175 O 02/01/11
0
1479419 B38/824 F 318,750.00 T
180 318,366.63 1
21 BRANDYWINE ROAD 10.500 2,915.74 71
10.000 2,915.74 450,000.00
OCEAN TOWNSHIP NJ 07712 1 01/26/96 00
280001479419 05 03/01/96 0
607759 O 02/01/11
0
1479420 B38/824 F 104,000.00 ZZ
180 103,611.21 1
4313 LOS ROBLES 9.875 903.08 80
9.375 903.08 130,000.00
PLANO TX 75074 1 08/23/95 00
280001479420 05 10/01/95 0
609764 O 09/01/10
0
1
1479421 B38/824 F 120,000.00 ZZ
180 119,844.45 1
59 AMHERST DRIVE 13.375 1,362.71 59
12.875 1,362.71 204,383.00
BURLINGTON TOWN NJ 08016 1 10/31/95 00
280001479421 05 12/01/95 0
610517 O 11/01/10
0
1479424 B38/824 F 150,000.00 ZZ
180 149,696.67 4
11 MOSS AVENUE 10.500 1,372.12 75
10.000 1,372.12 200,000.00
DANBURY CT 06810 1 11/21/95 00
280001479424 05 01/01/96 0
611733 N 12/01/10
0
1479428 B38/824 F 24,300.00 ZZ
180 24,284.39 1
420 CROSS RD UNIT 48 11.500 240.64 71
11.000 240.64 34,500.00
MATAWAN NJ 07747 1 02/14/96 00
280001479428 01 04/01/96 0
612857 O 03/01/11
0
1479437 B38/824 F 164,500.00 ZZ
180 164,365.04 1
90 JACKSON MILLS RD 12.250 1,723.80 70
11.750 1,723.80 235,000.00
FREEHOLD NJ 07728 5 01/26/96 00
280001479437 05 03/01/96 0
613424 O 02/01/11
0
1479441 B38/824 F 120,000.00 ZZ
180 119,918.60 1
93 EAST CYPRESS LANE 11.250 1,165.51 79
10.750 1,165.51 152,000.00
WESTBURY NY 11590 5 02/09/96 00
280001479441 05 04/01/96 0
614139 O 03/01/11
0
1479445 B38/824 F 20,300.00 ZZ
180 20,198.43 1
1
9808 WOODSIDE 13.000 224.56 70
12.500 224.56 29,000.00
DETROIT MI 48204 5 12/28/95 00
280001479445 05 02/01/96 0
640350 O 01/01/11
0
1479446 B38/824 F 12,000.00 ZZ
180 11,989.75 1
2630 HOOKER 13.525 137.69 60
13.025 137.69 20,000.00
DETROIT MI 48208 5 12/29/95 00
280001479446 05 02/01/96 0
640374 O 01/01/11
0
1479448 B38/824 F 19,500.00 ZZ
180 19,435.86 1
13610 KENTFIELD 10.125 172.93 75
9.625 172.93 26,000.00
DETROIT MI 48223 5 12/29/95 00
280001479448 05 02/01/96 0
640381 O 01/01/11
0
1479449 B38/824 F 14,300.00 ZZ
180 14,245.44 1
9133 PETER HUNT 14.500 175.12 65
14.000 175.12 22,000.00
DETROIT MI 48213 5 12/27/95 00
280001479449 05 02/01/96 0
640436 O 01/01/11
0
1479450 B38/824 F 23,600.00 ZZ
180 23,580.08 1
19437 ASBURY PARK 12.125 245.03 80
11.625 245.03 29,500.00
DETROIT MI 48235 5 01/08/96 00
280001479450 05 03/01/96 0
640441 O 02/01/11
0
1479452 B38/824 F 24,000.00 ZZ
180 23,970.69 1
1809 CHERRYLAWN 11.775 242.72 80
11.275 242.72 30,000.00
FLINT MI 48504 2 12/15/95 00
280001479452 05 02/01/96 0
1
640455 O 01/01/11
0
1479459 B38/824 F 64,400.00 ZZ
180 64,351.40 1
8540 EVANGELINE 12.625 693.57 70
12.125 693.57 92,000.00
DEARBORN HEIGHT MI 48127 5 01/22/96 00
280001479459 05 03/01/96 0
640667 O 02/01/11
0
1479464 B38/824 F 26,250.00 ZZ
180 26,232.18 1
800 GOVENORS DRIVE UNIT 25 11.250 254.96 75
10.750 254.96 35,000.00
WINTHROP MA 02152 1 02/06/96 00
280001479464 01 04/01/96 0
690320 N 03/01/11
0
1479465 B38/824 F 19,600.00 ZZ
180 19,574.56 1
811 COVE ROAD 11.500 194.10 70
11.000 194.10 28,000.00
WEIRTON WV 26062 5 12/13/95 00
280001479465 05 02/01/96 0
710084 O 01/01/11
0
1479466 B38/824 F 78,700.00 ZZ
180 78,589.21 1
3050 STANDISH AVENUE SW 11.125 756.93 82
10.625 756.93 96,000.00
CANTON OH 44706 2 12/22/95 23
280001479466 05 02/01/96 0
710256 O 01/01/11
0
1479470 B38/824 F 38,000.00 ZZ
180 37,965.17 1
2005 NORTH 3RD STREET 11.750 383.58 80
11.250 383.58 47,500.00
IRONTON OH 45638 2 01/17/96 00
280001479470 05 03/01/96 0
710397 O 02/01/11
0
1
1479471 B38/824 F 15,000.00 ZZ
180 14,987.67 1
1345 E WEBER ROAD 12.250 157.19 25
11.750 157.19 60,000.00
COLUMBUS OH 43211 5 01/23/96 00
280001479471 05 03/01/96 0
710401 O 02/01/11
0
1479474 B38/824 F 22,400.00 ZZ
180 22,374.47 1
108 SUNSHINE AVENUE 10.750 209.10 70
10.250 209.10 32,000.00
WINCHESTER OH 45697 5 01/12/96 00
280001479474 05 03/01/96 0
710427 N 02/01/11
0
1479476 B38/824 F 26,250.00 ZZ
180 26,225.91 1
729 BOND AVENUE 11.750 264.98 75
11.250 264.98 35,000.00
BARNESVILLE OH 43713 5 01/19/96 00
280001479476 05 03/01/96 0
710448 O 02/01/11
0
1479477 B38/824 F 29,250.00 ZZ
180 29,212.87 1
1781 FERRIS ROAD 10.250 262.11 75
9.750 262.11 39,000.00
COLUMBUS OH 43224 2 01/29/96 00
280001479477 05 03/01/96 0
710469 N 02/01/11
0
1479478 B38/824 F 46,400.00 ZZ
180 46,355.07 1
740 S. 8TH STREET 11.500 459.50 80
11.000 459.50 58,000.00
CAMBRIDGE OH 43725 2 01/23/96 00
280001479478 05 03/01/96 0
710481 O 02/01/11
0
1479479 B38/824 F 17,750.00 ZZ
180 17,733.25 2
193 SCHOOL STREET 11.625 177.48 75
11.125 177.48 23,700.00
1
LARUE OH 43332 1 01/30/96 00
280001479479 05 03/01/96 0
710567 N 02/01/11
0
1479481 B38/824 F 106,320.00 ZZ
180 106,134.49 1
9617 NORTHCOTE 10.125 942.87 80
9.625 942.87 132,900.00
MUNSTER IN 46321 1 12/28/95 00
280001479481 05 02/01/96 0
730030 O 01/01/11
0
1479483 B38/824 F 33,750.00 ZZ
180 33,707.15 1
512 EAST ILLINOIS 10.250 302.44 90
9.750 302.44 37,500.00
EVANSVILLE IN 47711 2 01/19/96 23
280001479483 05 03/01/96 0
730100 O 02/01/11
0
1479484 B38/824 F 36,500.00 ZZ
180 36,442.75 1
7992 SECOND STREET 10.625 337.30 68
10.125 337.30 53,700.00
BLUFF CITY KY 42420 5 12/26/95 00
280001479484 05 02/01/96 0
730156 O 01/01/11
0
1479485 B38/824 F 62,400.00 ZZ
180 62,352.91 1
8216 PALMETTO LANE 12.625 672.03 65
12.125 672.03 96,000.00
INDIANAPOLIS IN 46217 5 01/26/96 00
280001479485 05 03/01/96 0
730159 O 02/01/11
0
1479486 B38/824 F 90,100.00 ZZ
180 89,976.16 1
BOX 86 MULBERRY LANE 9.875 782.39 85
9.375 782.39 106,000.00
BRUCEVILLE IN 47516 2 01/08/96 23
280001479486 05 03/01/96 0
730212 O 02/01/11
0
1
1479487 B38/824 F 28,125.00 ZZ
180 28,098.49 1
3271 N SCHOFIELD AVENUE 11.625 281.21 75
11.125 281.21 37,500.00
INDIANAPOLIS IN 46218 5 01/16/96 00
280001479487 05 03/01/96 0
730249 O 02/01/11
0
1479488 B38/824 F 25,600.00 ZZ
180 25,572.35 1
414 W 2ND STREET 11.000 243.80 80
10.500 243.80 32,000.00
MT CARMEL IL 62863 2 01/17/96 00
280001479488 05 03/01/96 0
730269 O 02/01/11
0
1479489 B38/824 F 25,200.00 ZZ
180 25,175.58 1
1409 S GARVIN STREET 11.500 249.56 80
11.000 249.56 31,500.00
EVANSVILLE IN 47713 2 01/26/96 00
280001479489 05 03/01/96 0
730410 O 02/01/11
0
1479491 B38/824 F 34,000.00 ZZ
180 33,967.28 1
302 E MISSOURI STREET 9.625 289.00 85
9.125 289.00 40,000.00
EVANSVILLE IN 47711 2 02/09/96 23
280001479491 05 04/01/96 0
730497 O 03/01/11
0
1479493 B38/824 F 153,000.00 ZZ
180 152,848.90 1
1518 VICTORIA DRIVE 9.500 1,286.50 85
9.000 1,286.50 180,000.00
LEBANON IN 46052 2 02/10/96 23
280001479493 05 04/01/96 0
730615 O 03/01/11
0
1479524 A67/824 F 86,500.00 ZZ
360 86,416.77 1
1
1019 GROVE LEVEL ROAD 9.625 735.25 67
9.125 735.25 130,000.00
MAYSVILLE GA 30558 2 02/05/96 00
280001479524 05 04/01/96 0
6002901 O 03/01/26
0
1479597 E20/824 F 92,400.00 ZZ
360 92,340.66 1
588 ST JAMES WALK 11.500 915.03 90
11.000 915.03 102,687.00
MARIETTA GA 30067 1 02/27/96 23
280001479597 07 04/01/96 0
CRUZ O 03/01/26
0
1479606 A67/824 F 102,000.00 ZZ
360 101,880.59 1
112 GLENELL DRIVE 10.625 942.58 54
10.125 942.58 190,000.00
WOODSTOCK GA 30188 5 01/17/96 00
280001479606 05 03/01/96 0
6002935 O 02/01/26
0
1479758 317/728 F 195,000.00 ZZ
360 194,624.40 1
1311 MILLS AVENUE 8.250 1,464.97 75
8.000 1,464.97 260,000.00
REDLANDS CA 92373 2 01/10/96 00
0380358706 05 03/01/96 0
227349 O 02/01/26
0
1479908 560/824 F 161,000.00 ZZ
360 160,826.19 1
2452 WHITEHALL COURT 11.000 1,533.24 70
10.500 1,533.24 230,000.00
AURORA IL 60504 1 01/26/96 00
280001479908 05 03/01/96 0
400380931 O 02/01/26
0
1479996 948/824 F 238,000.00 ZZ
360 237,717.96 1
5429 HIDDEN VALLEY COURT 8.625 1,851.14 70
8.125 1,851.14 340,000.00
RENO NV 89502 5 02/06/96 00
280001479996 03 04/01/96 0
1
17973 O 03/01/26
0
1480002 948/824 F 122,500.00 ZZ
180 122,327.12 2
1724-1726 MICHAELTORENA STREET 9.750 1,052.47 70
9.250 1,052.47 175,000.00
LOS ANGELES CA 90026 5 01/25/96 00
280001480002 05 03/01/96 0
17745 N 02/01/11
0
1480004 948/824 F 25,000.00 ZZ
180 24,969.92 1
5693 LARIAT ROAD 10.500 228.69 60
10.000 228.69 42,000.00
PIONEERTOWN CA 92268 5 01/09/96 00
280001480004 05 03/01/96 0
17242 O 02/01/11
0
1480014 948/824 F 34,500.00 ZZ
180 34,398.75 1
5319 SOUTH 560 E C 10.000 302.77 75
9.500 302.77 46,000.00
MURRAY UT 84107 5 02/08/96 00
280001480014 01 04/01/96 0
17949 O 03/01/11
0
1480044 E63/824 F 132,000.00 ZZ
180 131,910.44 1
1204 NORTHEAST 164TH COURT 11.250 1,282.07 80
10.750 1,282.07 165,000.00
VANCOUVER WA 98684 1 02/12/96 00
280001480044 05 04/01/96 0
96201162 O 03/01/11
0
1480164 965/824 F 67,500.00 ZZ
360 67,475.93 1
3584 WEST HORIZON HILLS DRIVE 11.000 642.82 75
10.500 642.82 90,000.00
TUCSON AZ 85741 2 03/14/96 00
280001480164 05 05/01/96 0
1480164 O 04/01/26
0
1
1480190 E63/824 F 33,750.00 ZZ
360 33,725.77 1
307 SOUTHWEST 2ND STREET 10.990 321.15 75
10.490 321.15 45,000.00
REDMOND OR 97756 5 02/14/96 00
280001480190 05 04/01/96 0
96201143 O 03/01/26
0
1480219 E63/824 F 109,500.00 ZZ
360 109,397.41 1
1113 TEMPLE DRIVE 9.750 940.77 74
9.250 940.77 148,000.00
PACHECO CA 94553 5 02/05/96 00
280001480219 05 04/01/96 0
96201096 O 03/01/26
0
1480224 A71/824 F 45,000.00 ZZ
360 44,983.51 1
20701 GERMAIN STREET 10.875 424.30 32
10.375 424.30 140,988.00
CHATSWORTH AREA CA 91311 5 03/06/96 00
280001480224 05 05/01/96 0
9601088905 O 04/01/26
0
1480251 921/921 F 212,400.00 ZZ
360 212,277.83 1
30245 ROAN DRIVE 12.000 2,184.78 90
11.500 2,184.78 236,000.00
EVERGREEN CO 80439 5 02/16/96 23
262055 05 04/01/96 0
262055 O 03/01/26
0
1480260 A69/824 F 56,800.00 ZZ
360 56,783.28 1
37 PARK PLACE 11.875 578.80 80
11.375 578.80 71,000.00
COPIAGUE NY 11726 1 03/15/96 00
280001480260 05 05/01/96 0
DEC O 04/01/26
0
1480269 921/921 F 96,400.00 ZZ
360 96,343.00 1
7135 FREEMAN RD 11.875 982.32 85
11.375 982.32 113,500.00
1
CUMMING GA 30130 5 02/15/96 23
295071 05 04/01/96 0
295071 O 03/01/26
0
1480270 921/921 F 70,000.00 ZZ
180 69,649.02 1
4403 ALCOTT STREET 9.625 736.25 68
9.125 736.25 104,000.00
DENVER CO 80211 5 02/16/96 00
262089 05 04/01/96 0
262089 O 03/01/11
0
1480303 921/921 F 59,400.00 ZZ
360 59,371.89 2
116-118 NEWTON STREET 12.875 651.29 55
12.375 651.29 108,000.00
HARTFORD CT 06106 5 02/16/96 00
408203 05 04/01/96 0
408203 O 03/01/26
0
1480315 820/820 F 29,050.00 ZZ
360 29,017.12 1
430 2ND AVENUE NORTH WEST 12.625 312.86 60
12.125 312.86 49,000.00
FAYETTE AL 35555 1 12/29/95 00
1608076 05 02/01/96 0
1608076 O 01/01/26
0
1480324 820/820 F 55,500.00 ZZ
180 55,371.77 1
435 NORTH STAR CREST DRIVE 10.625 512.87 75
10.125 512.87 74,000.00
SALT LAKE CITY UT 84116 5 12/27/95 00
1608094 05 03/01/96 0
1608094 O 02/01/11
0
1480329 820/820 F 110,000.00 ZZ
180 109,874.65 2
920-922 LUCAS STREET 10.750 1,026.83 57
10.250 1,026.83 193,000.00
SAN FERNANDO CA 91340 5 01/03/96 00
1608173 05 03/01/96 0
1608173 O 02/01/11
0
1
1480331 820/820 F 25,800.00 ZZ
180 25,784.89 1
824 E MORGAN 13.750 300.60 60
13.250 300.60 43,000.00
KOKOMO IN 46901 5 01/26/96 00
1608118 05 03/01/96 0
1608118 O 02/01/11
0
1480355 820/820 F 150,000.00 ZZ
180 149,892.53 1
1609 SOUTH TOWNER STREET 11.000 1,428.49 72
10.500 1,428.49 210,000.00
SANTA ANA CA 92707 5 01/26/96 00
1608181 05 04/01/96 0
1608181 O 03/01/11
0
1480357 820/820 F 55,000.00 ZZ
180 54,912.66 1
634 TINDALL AVE 11.625 549.91 60
11.125 549.91 93,000.00
HAMILTON NJ 08610 5 11/30/95 00
1608125 05 01/01/96 0
1608125 O 12/01/10
0
1480359 820/820 F 63,000.00 ZZ
180 62,938.04 1
5738 ANTILLES DRIVE 12.750 684.62 70
12.250 684.62 90,000.00
SARASOTA FL 34231 1 12/28/95 00
1608126 05 02/01/96 0
1608126 N 01/01/11
0
1480375 820/820 F 15,000.00 ZZ
240 14,973.38 1
309 LOVELAND 13.000 175.74 63
12.500 175.74 24,000.00
PERU IN 46970 5 02/01/96 00
1608130 05 04/01/96 0
1608130 O 03/01/16
0
1480377 820/820 F 110,750.00 ZZ
360 110,610.27 1
1
3251 WESTERN WOODS DRIVE 11.625 1,107.32 83
11.125 1,107.32 135,000.00
MOBILE AL 36618 5 12/19/95 23
1608182 05 02/01/96 0
1608182 O 01/01/26
0
1480384 637/824 F 98,600.00 ZZ
360 98,565.78 1
557 EAST FAIRFAX 11.125 948.32 85
10.625 948.32 116,000.00
COLUMBIA IL 62236 1 03/08/96 23
280001480384 05 05/01/96 0
4904801 O 04/01/26
0
1480394 820/820 F 35,000.00 ZZ
180 34,736.80 1
9714 WEST ROSAMOND BLVD 9.700 369.71 64
9.200 369.71 55,000.00
ROSAMOND CA 93560 5 01/19/96 00
1608189 05 03/01/96 0
1608189 O 02/01/11
0
1480628 820/820 F 50,000.00 ZZ
180 49,941.46 1
35480 A AVENUE 10.625 462.05 75
10.125 462.05 67,000.00
YUCAIPA CA 92399 5 01/16/96 00
1608191 05 03/01/96 0
1608191 O 02/01/11
0
1480632 820/820 F 293,000.00 ZZ
180 292,627.38 1
5526 NW 77TH TERRACE 10.250 2,625.58 59
9.750 2,625.58 503,000.00
CORAL SPRINGS FL 33067 5 01/15/96 00
1608195 03 03/01/96 0
1608195 O 02/01/11
0
1480651 E22/824 F 53,500.00 ZZ
360 53,483.82 1
2218 DOUGLAS STREET 11.750 540.03 82
11.250 540.03 66,000.00
HOLLYWOOD FL 33020 2 03/08/96 23
280001480651 05 05/01/96 0
1
0410072623 O 04/01/26
0
1480652 820/820 F 65,000.00 ZZ
240 64,823.50 1
922 SE 15TH CT 9.860 621.25 58
9.360 621.25 114,000.00
DEERFIELD BEACH FL 33441 1 02/09/96 00
1608262 05 04/01/96 0
1608262 O 03/01/16
0
1480727 820/820 F 25,000.00 ZZ
360 24,977.65 1
49 MULBERRY STREET 15.000 316.11 53
14.500 316.11 48,000.00
TRENTON NJ 08638 5 10/06/95 00
1607886 05 12/01/95 0
1607886 O 11/01/25
0
1480731 820/820 F 73,500.00 ZZ
360 73,390.43 1
55 GREGORY DRIVE 12.750 798.72 70
12.250 798.72 105,000.00
WEST SENECA NY 14224 5 10/23/95 00
1607891 05 12/01/95 0
1607891 O 11/01/25
0
1480735 820/820 F 100,000.00 ZZ
180 99,806.05 1
417 S CHESTER AVENUE 9.625 849.99 80
9.125 849.99 125,000.00
COMPTON CA 90221 5 12/21/95 00
1607892 05 02/01/96 0
1607892 O 01/01/11
0
1480751 820/820 F 25,100.00 ZZ
180 24,834.03 1
140 NORTH FOURTEENTH AVENUE 9.100 203.77 70
8.600 203.77 36,000.00
POCATELLO ID 83201 5 12/21/95 00
1607906 05 02/01/96 0
1607906 N 01/01/11
0
1
1480757 820/820 F 29,540.00 ZZ
180 29,242.92 1
150 NORTH FOURTEENTH AVENUE 9.100 239.82 60
8.600 239.82 49,600.00
POCATELLO ID 83201 5 12/21/95 00
1607908 05 02/01/96 0
1607908 O 01/01/11
0
1480789 820/820 F 55,000.00 ZZ
180 54,913.81 1
1141 CALHOUN STREET 9.250 452.47 76
8.750 452.47 73,000.00
REDLANDS CA 92374 2 12/20/95 00
1607922 05 03/01/96 0
1607922 O 02/01/11
0
1480800 820/820 F 59,600.00 ZZ
180 59,515.89 1
465 WEST 2312 SOUTH 9.750 512.06 80
9.250 512.06 74,500.00
WEST MIDDLETON IN 46995 5 01/04/96 00
1607926 05 03/01/96 0
1607926 O 02/01/11
0
1480855 820/820 F 108,000.00 ZZ
180 107,821.34 1
342 MYRTLE STREET 10.375 977.84 64
9.875 977.84 170,000.00
GLENDALE CA 91203 5 12/18/95 00
1608007 05 02/01/96 0
1608007 O 01/01/11
0
1480857 820/820 F 65,000.00 ZZ
360 64,823.48 1
584 MAGNA VISTA STREET 9.990 569.94 30
9.490 569.94 220,000.00
SANTA BARBARA CA 93110 5 10/06/95 00
1608014 05 12/01/95 0
1608014 O 11/01/25
0
1480861 820/820 F 35,000.00 ZZ
180 34,951.95 1
43589 APACHE STREET 11.250 339.94 55
10.750 339.94 64,000.00
1
INDIO CA 92203 5 12/28/95 00
1608017 05 02/01/96 0
1608017 O 01/01/11
0
1480868 820/820 F 70,400.00 ZZ
360 70,272.14 1
16 MONTE VERDE LANE 11.000 670.44 80
10.500 670.44 88,000.00
MONTEVALLO AL 35115 1 12/01/95 00
1608031 05 01/01/96 0
1608031 O 12/01/25
0
1480869 820/820 F 82,750.00 ZZ
180 82,474.79 1
2202 DAUPHIN STREET 8.875 658.40 54
8.375 658.40 155,000.00
MOBILE AL 36606 2 11/28/95 00
1608036 05 01/01/96 0
1608036 O 12/01/10
0
1480871 820/820 F 84,000.00 ZZ
180 83,884.49 1
6640 HIGH RIDGE ROAD 12.250 880.23 70
11.750 880.23 120,000.00
LANTANA FL 33462 1 11/22/95 00
1608039 05 01/01/96 0
1608039 O 12/01/10
0
1480872 820/820 F 22,400.00 ZZ
180 22,189.33 1
1208 JOHNSON STREET 12.875 281.57 75
12.375 281.57 30,000.00
GADSDEN AL 35903 5 10/30/95 00
1608046 05 01/01/96 0
1608046 O 12/01/10
0
1480875 820/820 F 41,250.00 ZZ
240 41,015.14 1
4449 RIDGE DRIVE 11.250 432.82 75
RT 11 10.750 432.82 55,000.00
MACON GA 31201 5 10/27/95 00
1608054 05 01/01/96 0
1608054 O 12/01/15
0
1
1480878 862/824 F 117,800.00 ZZ
180 117,642.35 1
1434 EAST MURDOCK DRIVE 10.000 1,033.78 90
9.500 1,033.78 130,920.00
PLEASANT GROVE UT 84062 1 02/01/96 23
280001480878 05 03/01/96 0
DA4056065 O 02/01/11
0
1480882 862/824 F 35,500.00 ZZ
360 35,454.94 1
803 BRIARFIELD ROAD 10.250 318.12 59
9.750 318.12 61,000.00
NEWPORT NEWS VA 23605 5 01/31/96 00
280001480882 05 03/01/96 0
DA7988728 O 02/01/26
0
1480884 862/824 F 138,320.00 ZZ
180 138,085.62 1
2246 NORTH FOREST STREET 8.875 1,100.54 80
8.375 1,100.54 172,900.00
MESA AZ 85203 1 01/29/96 00
280001480884 05 03/01/96 0
DA4094827 O 02/01/11
0
1480891 862/824 F 157,350.00 ZZ
180 157,139.41 1
14681 DONCASTER ROAD 10.000 1,380.86 90
9.500 1,380.86 175,000.00
IRVINE CA 92714 1 01/30/96 23
280001480891 05 03/01/96 0
DA4112850 O 02/01/11
0
1480898 820/820 F 44,000.00 ZZ
180 43,638.17 1
12630 PINE STREET 11.875 524.54 40
11.375 524.54 110,000.00
GRAND BAY AL 36541 5 12/15/95 00
1608073 05 02/01/96 0
1608073 O 01/01/11
0
1480960 862/824 F 108,000.00 ZZ
180 107,862.96 1
1
2548 MEADOW STREET 10.250 967.79 75
9.750 967.79 145,000.00
SAN LUIS OBISPO CA 93401 1 01/25/96 00
280001480960 05 03/01/96 0
DA7965544 N 02/01/11
0
1480964 862/824 F 49,000.00 ZZ
180 48,948.49 1
102 OAK AVENUE 11.125 471.28 70
10.625 471.28 70,000.00
AMITY OR 97101 5 01/25/96 00
280001480964 05 03/01/96 0
DA4014809 O 02/01/11
0
1481013 862/824 F 72,100.00 ZZ
180 71,998.22 1
1005 TALCOTT STREET 9.750 619.46 70
9.250 619.46 103,000.00
SEDRO WOOLEY WA 98284 5 01/25/96 00
280001481013 05 03/01/96 0
DA4073755 O 02/01/11
0
1481018 862/824 F 101,500.00 ZZ
180 101,367.72 1
710 PAUL STREET 10.125 900.13 70
9.625 900.13 145,000.00
ESCONDIDO CA 92027 5 01/16/96 00
280001481018 05 03/01/96 0
DA4122768 O 02/01/11
0
1481024 862/824 F 173,600.00 ZZ
180 173,404.63 1
23209 ANZA AVENUE 8.875 1,381.24 80
8.375 1,381.24 217,000.00
TORRANCE CA 90505 1 02/02/96 00
280001481024 05 04/01/96 0
DA4105185 O 03/01/11
0
1481037 180/824 F 127,800.00 ZZ
180 127,454.58 1
10607 DUNKIRK DRIVE 8.750 1,277.30 77
8.250 1,277.30 167,000.00
SILVER SPRING MD 20902 5 03/11/96 00
280001481037 05 05/01/96 0
1
4210571 O 04/01/11
0
1481041 862/824 F 55,250.00 ZZ
180 55,193.96 1
720 NE E STREET 9.375 459.55 63
8.875 459.55 89,000.00
WILLAMINA OR 97396 5 01/31/96 00
280001481041 05 04/01/96 0
DA4014940 O 03/01/11
0
1481045 862/824 F 80,250.00 ZZ
360 80,139.71 1
8959 N WALL AVENUE 9.875 696.85 85
9.375 696.85 95,500.00
PORTLAND OR 97203 5 01/31/96 23
280001481045 05 03/01/96 0
DA4014288 O 02/01/26
0
1481050 862/824 F 178,200.00 ZZ
180 177,973.73 1
1260 ATHENS STREET 10.250 1,596.86 90
9.750 1,596.86 198,000.00
SAN FRANCISCO CA 94112 5 01/24/96 23
280001481050 05 03/01/96 0
DA4104865 O 02/01/11
0
1481052 862/824 F 80,000.00 ZZ
180 79,860.87 1
1374 E KNOTT STREET 8.750 629.37 73
8.250 629.37 110,000.00
VERNONIA OR 97064 1 01/26/96 00
280001481052 05 03/01/96 0
DA4014965 O 02/01/11
0
1481068 862/824 F 73,500.00 ZZ
180 73,422.77 1
5 FIELD STREET 11.125 706.91 70
10.625 706.91 105,000.00
TERRYVILLE CT 06782 2 01/26/96 00
280001481068 05 03/01/96 0
DA4024931 O 02/01/11
0
1
1481186 766/824 F 31,875.00 ZZ
360 31,863.32 2
46 WEST 27 STREET 10.875 300.55 75
10.375 300.55 42,500.00
RIVIERA BEACH FL 33404 1 03/25/96 00
280001481186 05 05/01/96 0
96DA0064 N 04/01/26
0
1481871 A71/824 F 60,000.00 ZZ
360 59,973.46 1
9009 HADDON AVENUE 10.000 526.54 42
9.500 526.54 144,000.00
SUN VALLEY CA 91352 5 03/22/96 00
280001481871 05 05/01/96 0
0102151 O 04/01/26
0
1481880 664/824 F 97,200.00 ZZ
360 97,154.65 1
519 W CHRISTY STREET 9.750 835.10 90
9.250 835.10 108,000.00
YACOLT WA 98675 2 03/11/96 23
280001481880 05 05/01/96 0
2168417 O 04/01/26
0
1481936 A69/824 F 90,000.00 ZZ
360 89,966.11 1
396 NEW BEDFORD ROAD 10.750 840.14 63
10.250 840.14 145,000.00
S BELMAR NJ 07719 2 03/27/96 00
280001481936 05 05/01/96 0
1481936 O 04/01/26
0
1481944 180/824 F 38,000.00 ZZ
180 37,893.79 1
5437 NELSON AVENUE 8.375 371.42 68
7.875 371.42 56,000.00
BALTIMORE MD 21230 2 03/11/96 00
280001481944 07 05/01/96 0
4024998 O 04/01/11
0
1482168 B38/824 F 122,500.00 ZZ
180 122,217.03 2
6 PARK AVENUE 10.750 1,143.52 70
10.250 1,143.52 175,000.00
1
DANBURY CT 06810 1 10/16/95 00
280001482168 05 12/01/95 0
611003 N 11/01/10
0
1482171 A69/824 F 105,300.00 ZZ
360 105,263.46 1
90 ROGERS DRIVE 11.125 1,012.76 90
10.625 1,012.76 118,000.00
LANDING NJ 07850 2 03/19/96 23
280001482171 05 05/01/96 0
0106305 O 04/01/26
0
1482188 B38/824 F 40,800.00 ZZ
180 40,741.00 1
39761 TR 5 11.000 388.55 80
10.500 388.55 51,000.00
CALDWELL OH 43724 5 12/19/95 00
280001482188 05 02/01/96 0
710265 O 01/01/11
0
1482191 B38/824 F 93,000.00 ZZ
180 92,935.15 1
9475 BIG LAKE 11.125 894.46 62
10.625 894.46 152,000.00
SPRINGFIELD MI 48346 5 02/05/96 00
280001482191 05 04/01/96 0
640915 O 03/01/11
0
1482196 B38/824 F 63,750.00 ZZ
180 63,688.66 1
13525 HAROLD AVE 9.625 541.87 85
9.125 541.87 75,000.00
CLEVELAND OH 44135 5 02/06/96 23
280001482196 05 04/01/96 0
710302 O 03/01/11
0
1482200 B38/824 F 185,600.00 ZZ
180 185,376.77 1
147 GREYHOUND PASS 10.500 1,697.76 80
10.000 1,697.76 232,000.00
CARMEL IN 46032 1 01/12/96 00
280001482200 03 03/01/96 0
730038 O 02/01/11
0
1
1482202 B38/824 F 19,000.00 ZZ
180 18,981.23 1
3416 VERMONT AVENUE 9.500 159.76 43
9.000 159.76 45,000.00
LOUISVILLE KY 40211 5 02/19/96 00
280001482202 05 04/01/96 0
730744 O 03/01/11
0
1482209 B38/824 F 175,000.00 ZZ
180 174,878.60 1
286 MCCLELLAN AVENUE 13.000 1,935.86 50
12.500 1,935.86 350,000.00
MT. VERNON NY 10553 5 01/31/96 00
280001482209 05 03/01/96 0
613795 N 02/01/11
0
1482210 B38/824 F 30,000.00 ZZ
180 29,979.65 1
9928 DAVIS STREET 11.250 291.38 55
10.750 291.38 55,000.00
GIBSONTON FL 33534 5 02/02/96 00
280001482210 05 04/01/96 0
660921 O 03/01/11
0
1482212 B38/824 F 34,400.00 ZZ
180 34,368.47 1
259 BERNARD ROAD 11.750 347.24 80
11.250 347.24 43,000.00
NEW VIENNA OH 45159 2 01/15/96 00
280001482212 05 03/01/96 0
710376 O 02/01/11
0
1482213 B38/824 F 10,000.00 ZZ
180 9,994.98 1
1222 MASSEVILLE RD 12.625 107.70 18
12.125 107.70 58,000.00
CHILLICOTHE OH 45601 5 02/05/96 00
280001482213 05 04/01/96 0
710630 O 03/01/11
0
1482216 B38/824 F 60,000.00 ZZ
180 59,948.10 1
1
1085 DELIA AVE 10.125 532.09 80
9.625 532.09 75,000.00
AKRON OH 44320 5 02/07/96 00
280001482216 05 04/01/96 0
710614 O 03/01/11
0
1482218 B38/824 F 64,400.00 ZZ
180 64,337.65 1
3051 DOUGLAS STR 11.500 637.75 80
11.000 637.75 80,500.00
RAVENNA OH 44266 2 01/26/96 00
280001482218 05 03/01/96 0
710445 O 02/01/11
0
1482219 B38/824 F 84,000.00 ZZ
180 83,954.29 1
178 OLD POST ROAD 12.250 880.24 70
11.750 880.24 120,000.00
EDISON NJ 08817 1 02/20/96 00
280001482219 05 04/01/96 0
612749 O 03/01/11
0
1482222 051/824 F 93,750.00 ZZ
360 93,617.71 1
6143 SOUTH VINECREST DRIVE 9.750 805.46 79
9.250 805.46 120,000.00
SALT LAKE CITY UT 84121 5 01/23/96 00
280001482222 05 03/01/96 0
951949 O 02/01/26
0
1482225 051/824 F 52,000.00 ZZ
180 51,629.03 1
40278 ROAD 130 10.250 566.77 73
9.750 566.77 72,000.00
CUTLER CA 93615 2 01/12/96 00
280001482225 05 03/01/96 0
951805 O 02/01/11
0
1482226 051/824 F 132,000.00 ZZ
360 131,736.65 1
634 CALLE MARGARITA 9.490 1,108.96 80
8.990 1,108.96 165,000.00
THOUSAND OAKS CA 91360 5 12/18/95 00
280001482226 05 02/01/96 0
1
951756 O 01/01/26
0
1482227 051/824 F 249,000.00 ZZ
360 248,588.04 3
7156, 7158, 7160 DINWIDDIE STR 8.990 2,001.72 72
8.490 2,001.72 350,000.00
DOWNEY CA 90241 2 01/10/96 00
280001482227 05 03/01/96 0
951891 O 02/01/26
0
1482229 051/824 F 49,800.00 ZZ
360 49,725.78 1
97 JANET DRIVE 9.490 418.38 49
8.990 418.38 102,000.00
EAST HARTFORD CT 06118 5 01/16/96 00
280001482229 05 03/01/96 0
951321 O 02/01/26
0
1482230 051/824 F 66,500.00 ZZ
360 66,410.83 1
18331 11TH STREET 9.990 583.09 74
9.490 583.09 90,000.00
BLOOMINGTON CA 92316 5 01/23/96 00
280001482230 05 03/01/96 0
952083 O 02/01/26
0
1482232 051/824 F 75,000.00 ZZ
360 74,917.75 1
2698 GLENROSE AVENUE 9.000 603.47 60
8.500 603.47 125,000.00
ALTADENA AREA CA 91001 5 02/01/96 00
280001482232 05 04/01/96 0
952065 O 03/01/26
0
1482234 051/824 F 40,000.00 ZZ
360 39,943.57 1
210 E 74TH STREET 9.750 343.66 43
9.250 343.66 95,000.00
LOS ANGELES CA 90003 5 01/12/96 00
280001482234 05 03/01/96 0
951967 N 02/01/26
0
1
1482235 051/824 F 106,500.00 ZZ
360 106,323.80 1
2015 GOODALL AVENUE 8.990 856.16 75
8.490 856.16 142,000.00
DUARTE AREA CA 91010 5 01/09/96 00
280001482235 05 03/01/96 0
951670 O 02/01/26
0
1482240 051/824 F 67,500.00 ZZ
360 67,231.61 1
6490 HARDING STREET 9.750 579.93 76
9.250 579.93 89,000.00
HOLLYWOOD FL 33024 5 12/01/95 00
280001482240 05 02/01/96 0
951505 O 01/01/26
0
1482241 051/824 F 116,000.00 ZZ
360 115,806.49 1
216 N FULTON 8.950 929.19 74
8.450 929.19 158,000.00
OJAI CA 93023 5 01/22/96 00
280001482241 05 03/01/96 0
952062 N 02/01/26
0
1482245 051/824 F 93,650.00 ZZ
360 93,499.18 1
4310 FROST DRIVE 10.500 856.65 61
10.000 856.65 155,000.00
OXNARD CA 93033 2 01/22/96 00
280001482245 05 02/01/96 0
NA O 01/01/26
0
1482247 051/824 F 98,000.00 ZZ
360 97,854.22 1
874 NORTH MADISON AVENUE 9.500 824.04 62
9.000 824.04 160,000.00
PASADENA CA 91104 5 01/05/96 00
280001482247 05 03/01/96 0
951849 O 02/01/26
0
1482296 051/824 F 88,500.00 ZZ
360 88,353.59 1
10606 ORION AVENUE 8.990 711.45 64
8.490 711.45 140,000.00
1
MISSION HILLS A CA 91345 5 01/10/96 00
280001482296 05 03/01/96 0
951850 O 02/01/26
0
1482390 921/921 F 67,500.00 ZZ
360 67,458.96 1
8441 FRANKLIN STREET 11.750 681.36 75
11.250 681.36 90,000.00
THORNTON CO 80229 2 02/23/96 00
261768 05 04/01/96 0
261768 O 03/01/26
0
1482393 921/921 F 93,000.00 ZZ
360 92,916.49 1
6590 WEST 13TH AVENUE 9.950 812.71 70
9.450 812.71 133,000.00
LAKEWOOD CO 80214 5 02/26/96 00
261669 05 04/01/96 0
261669 N 03/01/26
0
1482395 921/921 F 62,000.00 ZZ
360 61,933.75 1
3685 SOUTH KITTREDGE STREET 9.125 504.46 75
UNIT D 8.625 504.46 83,140.00
AURORA CO 80013 1 02/26/96 00
262113 05 04/01/96 0
262113 O 03/01/26
0
1482399 921/921 F 48,000.00 ZZ
360 47,962.70 1
4455 PENNSYLVANIA STREET 10.625 443.57 75
10.125 443.57 64,000.00
DENVER CO 80216 5 02/22/96 00
261982 05 04/01/96 0
261982 O 03/01/26
0
1482403 921/921 F 168,000.00 ZZ
360 167,821.51 1
11754 FLATIRON DRIVE 10.625 1,552.49 80
10.125 1,552.49 210,000.00
LAFAYETTE CO 80026 2 02/23/96 00
261628 05 04/01/96 0
261628 O 03/01/26
0
1
1482404 921/921 F 47,600.00 ZZ
360 47,565.89 1
3805 GILPIN STREET 11.000 453.31 70
10.500 453.31 68,000.00
DENVER CO 80205 5 02/23/96 00
261123 05 04/01/96 0
261123 O 03/01/26
0
1482412 921/921 F 91,800.00 ZZ
360 91,745.71 1
72 BRADLEY AVENUE 11.875 935.45 90
11.375 935.45 102,000.00
HAVERHILL MA 01830 1 02/27/96 23
408070 05 04/01/96 0
408070 O 03/01/26
0
1482415 921/921 F 59,500.00 ZZ
360 59,457.36 1
5553 BALTIMORE COURT 11.000 566.64 74
10.500 566.64 81,000.00
DENVER CO 80239 5 02/26/96 00
261727 05 04/01/96 0
261727 O 03/01/26
0
1482416 642/824 F 112,500.00 ZZ
360 112,407.73 1
3229 21ST AVENUE SE 10.375 1,018.59 75
9.875 1,018.59 150,000.00
RIO RANCHO NM 87124 5 02/21/96 00
280001482416 05 04/01/96 0
12551395 O 03/01/26
0
1482421 E22/824 F 155,000.00 ZZ
360 154,931.43 1
12 LAUREL SUMMIT DRIVE 10.000 1,360.24 76
9.500 1,360.24 205,000.00
ASHEVILLE NC 28803 5 03/12/96 00
280001482421 03 05/01/96 0
0410071047 O 04/01/26
0
1482422 921/921 F 118,000.00 ZZ
360 117,894.04 1
1
1461 WESTVIEW DRIVE 9.950 1,031.18 43
9.450 1,031.18 276,000.00
BOULDER CO 80303 5 02/16/96 00
261313 05 04/01/96 0
261313 O 03/01/26
0
1482462 766/824 F 60,000.00 ZZ
180 59,839.64 1
2753 NW 123 AVENUE 8.875 604.11 50
8.375 604.11 120,000.00
CORAL SPRINGS FL 33065 5 03/20/96 00
280001482462 07 05/01/96 0
96DA0047 O 04/01/11
0
1482761 921/921 F 136,500.00 ZZ
360 136,082.47 1
11 SEVERENCE LANE 10.250 1,223.18 70
9.750 1,223.18 195,000.00
JAMESTOWN RI 02835 1 02/29/96 00
407080 05 04/01/96 0
407080 O 03/01/26
0
1482768 642/824 F 55,000.00 ZZ
180 54,754.12 1
856 LACY AVENUE 10.875 620.82 55
10.375 620.82 100,000.00
CALEXICO CA 92231 5 02/01/96 00
280001482768 05 04/01/96 0
01555696 O 03/01/11
0
1482772 642/824 F 35,000.00 ZZ
360 34,969.72 2
3316 & 3318 SO ADAMS ST 10.125 310.39 50
9.625 310.39 70,000.00
TACOMA WA 98409 5 02/13/96 00
280001482772 05 04/01/96 0
01554196 N 03/01/26
0
1482773 A59/824 F 138,750.00 ZZ
360 138,685.26 4
2648 ALDRICH AVENUE SOUTH 9.750 1,192.08 75
9.250 1,192.08 185,000.00
MINNEAPOLIS MN 55408 5 03/29/96 00
280001482773 05 05/01/96 0
1
1482773 N 04/01/26
0
1483175 A12/824 F 68,800.00 ZZ
360 68,800.00 1
41097 NORTH JULIA COURT 11.250 668.23 56
10.750 668.23 125,000.00
ANTIOCH IL 60002 2 04/09/96 00
280001483175 05 06/01/96 0
12846 O 05/01/26
0
1483176 921/921 F 50,000.00 ZZ
360 49,966.06 1
230 POND STREET 11.250 485.64 44
10.750 485.64 115,000.00
WEYMOUTH MA 02190 1 02/29/96 00
407973 05 04/01/96 0
407973 O 03/01/26
0
1483233 696/824 F 152,000.00 ZZ
360 151,857.60 1
10103 PHOEBE LANE 9.750 1,305.91 80
9.250 1,305.91 190,000.00
ADELPHI MD 20783 5 02/28/96 00
280001483233 05 04/01/96 0
3243812 O 03/01/26
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FREMONT MI 49412 5 02/09/96 00
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96201075 O 03/01/11
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ROWLEY MA 01969 1 03/29/96 00
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1483493 O 04/01/26
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DA4045415 O 03/01/11
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DA4075164 O 03/01/11
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DA4133054 O 03/01/11
0
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SAN JOSE CA 95124 1 01/31/96 00
280001483722 05 04/01/96 0
DA4105565 O 03/01/11
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DA4113304 O 03/01/11
0
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SOQUEL CA 95073 5 02/09/96 00
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DA4106092 O 03/01/11
0
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MONROE UT 84754 5 02/05/96 00
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DA4056040 O 03/01/11
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1
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DA4047767 O 03/01/11
0
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180 110,478.71 1
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CORONA CA 91720 1 02/02/96 00
280001483745 05 04/01/96 0
DA4113841 O 03/01/11
0
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OREM UT 84058 2 02/22/96 00
280001483749 05 04/01/96 0
DA4057162 O 03/01/11
0
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LOS ANGELES CA 91342 2 02/15/96 23
280001483753 05 04/01/96 0
DA4048815 O 03/01/11
0
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OGDEN UT 84401 1 02/14/96 00
280001483756 05 04/01/96 0
DA4056370 O 03/01/11
0
1483855 862/824 F 136,000.00 ZZ
360 135,888.46 1
1
25431 TARMAN AVENUE 10.375 1,231.36 80
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HAYWARD CA 94544 5 02/22/96 00
280001483855 05 04/01/96 0
DA4134193 O 03/01/26
0
1483951 862/824 F 120,600.00 ZZ
180 120,501.08 1
1345 CHEROKEE ROAD NW 10.375 1,091.93 90
9.875 1,091.93 134,000.00
ALBUQUERQUE NM 87107 1 02/02/96 23
280001483951 05 04/01/96 0
DA4095048 O 03/01/11
0
1483953 862/824 F 87,500.00 ZZ
180 87,428.23 1
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ALTADENA CA 91001 5 02/14/96 00
280001483953 05 04/01/96 0
DA4125365 O 03/01/11
0
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360 235,747.85 1
511 MISSION DRIVE 9.125 1,920.18 80
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PLEASANTON CA 94566 2 02/16/96 00
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DA4025052 O 03/01/26
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360 73,475.18 1
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GRIFFIN GA 30223 2 03/14/96 23
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MIAMI FL 33145 5 04/01/96 00
280001483964 05 06/01/96 0
1
96SG0223 O 05/01/26
0
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180 34,600.00 2
637 46 STREET 11.750 409.71 75
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96DA0081 N 05/01/11
0
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360 143,934.57 1
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ARGYLE TX 76226 4 03/21/96 00
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2115046 O 04/01/26
0
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960045 O 04/01/26
0
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STONE MOUNTAIN GA 30087 1 03/21/96 23
280001484055 05 05/01/96 0
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1701 10.250 1,530.91 205,000.00
DENVER CO 80202 5 02/29/96 00
261941 06 04/01/96 0
261941 O 03/01/26
0
1
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360 60,945.80 1
281 LONGFELLOW STREET NE 10.000 535.32 71
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FRIDLEY MN 55432 5 02/21/96 00
280001484116 05 04/01/96 0
6038335 O 03/01/26
0
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5037 SOUTH 1100 EAST 8.990 900.37 80
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OGDEN UT 84403 5 01/20/96 00
280001484317 05 03/01/96 0
951965 O 02/01/26
0
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180 129,846.89 1
1935 SOUTH GRADE ROAD 9.000 1,331.23 75
8.500 1,331.23 175,000.00
ALPINE CA 91901 2 12/28/95 00
280001484353 05 02/01/96 0
12552095 O 01/01/11
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360 60,000.00 2
90 ASHLAND STREET 11.500 594.17 46
11.000 594.17 132,000.00
MALDEN MA 02148 2 04/05/96 00
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1484390 O 05/01/26
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1485149 A98/824 F 86,000.00 ZZ
360 86,000.00 1
38 BLANCHE COURT 12.625 926.19 59
12.125 926.19 146,000.00
DUMONT NJ 07628 1 04/16/96 00
280001485149 05 06/01/96 0
1234 O 05/01/26
0
1485154 A11/824 F 39,200.00 ZZ
360 39,200.00 1
2726 SEATON CIRCUIT 11.625 391.94 73
11.125 391.94 54,000.00
1
WARREN MI 48091 5 03/29/96 00
280001485154 09 06/01/96 0
510296806 O 05/01/26
0
1485155 971/824 F 60,375.00 ZZ
360 60,349.68 1
15420 SW 112TH PLACE 10.250 541.02 75
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MIAMI FL 33157 2 03/22/96 00
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0110916 O 04/01/26
0
1485184 948/824 F 64,000.00 ZZ
180 63,941.59 1
1675 JACKSON STREET 9.875 555.75 37
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SANTA CLARA CA 95050 5 02/16/96 00
280001485184 05 04/01/96 0
18188 O 03/01/11
0
1485185 948/824 F 103,700.00 ZZ
180 103,602.82 1
682 JAMES LANE 9.750 890.95 85
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RENO NV 89503 5 02/26/96 23
280001485185 05 04/01/96 0
18075 O 03/01/11
0
1485186 948/824 F 83,000.00 ZZ
180 82,922.23 1
617 SOUTH MONTEZUMA WAY 9.750 713.10 38
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WEST COVINA CA 91791 1 02/27/96 00
280001485186 05 04/01/96 0
18332 O 03/01/11
0
1485187 948/824 F 82,125.00 ZZ
180 82,059.44 1
19105 LAKE AVENUE 10.500 751.23 75
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WAYZATA MN 55391 5 02/22/96 00
280001485187 05 04/01/96 0
17974 O 03/01/11
0
1
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360 45,483.32 1
54 INGELS DRIVE 10.875 429.02 70
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FLORISSANT CO 80816 1 03/07/96 00
262444 05 05/01/96 0
262444 O 04/01/26
0
1485284 B38/824 F 64,000.00 ZZ
360 63,970.14 1
125 DOGWOOD ROAD 9.750 549.86 78
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BAY ST LOUIS MS 39520 5 03/25/96 00
280001485284 05 05/01/96 0
0107032 O 04/01/26
0
1485291 921/921 F 84,000.00 ZZ
360 83,972.40 1
1186 SEQUERRA STREET 11.375 823.85 75
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BROOMFIELD CO 80020 2 03/05/96 00
261602 01 05/01/96 0
261602 O 04/01/26
0
1485357 462/824 F 61,500.00 ZZ
180 61,500.00 1
2257 S GALAPAGO STREET 10.000 660.89 75
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DENVER CO 80223 5 04/02/96 00
280001485357 05 06/01/96 0
4464566 O 05/01/11
0
1485360 E22/824 F 46,400.00 ZZ
360 46,385.57 1
2910 NE 7TH TERRACE 11.625 463.93 80
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POMPANO BEACH FL 33064 1 03/22/96 00
280001485360 05 05/01/96 0
0410074272 O 04/01/26
0
1485370 A59/824 F 154,500.00 ZZ
360 154,421.97 1
1
13205 SHEFFIELD COURT 9.375 1,285.06 65
8.875 1,285.06 241,000.00
BURNSVILLE MN 55337 5 03/19/96 00
280001485370 05 05/01/96 0
0105329 O 04/01/26
0
1485403 A71/824 F 112,500.00 ZZ
360 112,458.78 1
1609 NORTH ENGLISH STREET 10.875 1,060.75 75
10.375 1,060.75 150,000.00
SANTA ANA CA 92706 5 03/26/96 00
280001485403 05 05/01/96 0
9602050409 O 04/01/26
0
1485725 E20/824 F 212,500.00 ZZ
360 212,413.24 1
4631 BUCKLINE COURT 10.375 1,924.00 85
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DUNWOODY GA 30338 2 03/25/96 23
280001485725 05 05/01/96 0
FULLER O 04/01/26
0
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180 32,250.00 2
41 WEST 27 STREET 11.250 371.63 69
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RIVIERA BEACH FL 33404 1 04/12/96 00
280001485870 05 06/01/96 0
96DA0087 O 05/01/11
0
1485883 921/921 F 60,000.00 ZZ
360 59,975.51 1
12352 EVELYN AVENUE 10.375 543.24 70
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PORT CHARLOTTE FL 33891 1 03/11/96 00
502351 05 05/01/96 0
502351 O 04/01/26
0
1485892 E22/824 F 54,400.00 ZZ
360 54,381.63 1
6671 GREENE STREET 11.250 528.37 80
10.750 528.37 68,000.00
HOLLYWOOD FL 33023 1 03/29/96 00
280001485892 05 05/01/96 0
1
0410072771 O 04/01/26
0
1485936 830/824 F 92,800.00 ZZ
360 92,754.36 1
6440 SOUTH CASTLEFORD DRIVE 9.500 780.31 80
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WEST JORDAN UT 84084 1 03/25/96 00
280001485936 05 05/01/96 0
1788306 O 04/01/26
0
1485952 921/921 F 65,000.00 ZZ
360 64,978.06 1
277 ARLINGTON 11.250 631.32 75
10.750 631.32 87,000.00
GRAND JUNCTION CO 81503 1 03/05/96 00
262329 05 05/01/96 0
262329 O 04/01/26
0
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433D OL0MANA STREET 8.625 1,081.13 39
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KAILUA HI 96734 5 04/03/96 00
280001486086 05 05/01/96 0
233338 O 04/01/26
0
1486131 A52/824 F 169,200.00 ZZ
360 169,144.43 1
1316 ADAMS DRIVE 11.375 1,659.45 90
10.875 1,659.45 188,000.00
ATLANTA GA 30311 1 03/29/96 23
280001486131 05 05/01/96 0
144011 O 04/01/26
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1486163 766/824 F 105,600.00 ZZ
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531SW 89 COURT 9.875 1,126.72 80
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MIAMI FL 33174 2 03/25/96 00
280001486163 05 05/01/96 0
96AC0108 O 04/01/11
0
1
1486367 921/921 F 60,000.00 ZZ
180 59,828.52 1
6 HOMELAND ROAD 8.125 577.73 60
7.625 577.73 100,000.00
BALTIMORE MD 21220 2 03/11/96 00
408401 05 05/01/96 0
408401 O 04/01/11
0
1486369 921/921 F 60,000.00 ZZ
360 59,945.26 1
333 ORANGE DRIVE NW 9.875 521.01 80
9.375 521.01 75,000.00
PORT CHARLOTTE FL 33952 1 03/01/96 00
502492 05 04/01/96 0
502492 O 03/01/26
0
1486392 A59/824 F 115,000.00 ZZ
360 115,000.00 1
HC 83 BOX 1280 9.875 998.61 52
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CROSSLAKE MN 56442 5 04/12/96 00
280001486392 05 06/01/96 0
1234 O 05/01/26
0
1486418 962/824 F 78,400.00 ZZ
360 78,376.29 1
514 7TH AVENUE W 11.750 791.38 85
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WEST FARGO ND 58078 1 03/25/96 23
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360 72,250.00 1
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MIAMI FL 33055 2 04/02/96 23
280001486422 05 06/01/96 0
9660076 O 05/01/26
0
1486575 E32/824 F 142,000.00 ZZ
360 142,000.00 1
1016 C STREET NE 9.875 1,233.06 72
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1
WASHINGTON DC 20002 5 04/03/96 00
280001486575 05 06/01/96 0
01-0000900 O 05/01/26
0
1486584 757/824 F 125,900.00 ZZ
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2614 BARAMORE OAKS LANE 9.000 1,013.02 80
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MARIETTA GA 30062 1 03/15/96 00
280001486584 05 05/01/96 0
2773067 O 04/01/26
0
1486664 462/824 F 116,250.00 ZZ
360 116,194.30 1
2614 BERKESEY LANE 9.625 988.12 73
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VALLEY SPRINGS CA 95252 5 03/01/96 00
280001486664 05 05/01/96 0
4464822 O 04/01/26
0
1486768 896/824 F 185,000.00 ZZ
360 184,930.35 1
3570 MORNING IVY WAY 10.750 1,726.94 90
10.250 1,726.94 205,587.00
SUWANEE GA 30174 1 03/14/96 19
280001486768 05 05/01/96 25
11101 O 04/01/26
0
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360 112,755.17 1
1766 EMERALD DRIVE 10.500 1,031.83 80
10.000 1,031.83 141,000.00
SALINAS CA 93906 5 03/06/96 00
280001486933 05 05/01/96 0
96201065 O 04/01/26
0
1486960 E63/824 F 57,350.00 ZZ
180 57,329.51 2
740 & 748 HAMILTON STREET 10.990 545.72 75
10.490 545.72 76,500.00
MEDFORD OR 97501 5 03/06/96 00
280001486960 05 05/01/96 0
96201268 N 04/01/11
0
1
1487382 921/921 F 94,350.00 ZZ
360 94,327.81 1
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MARIETTA GA 30066 4 03/15/96 23
295294 05 05/01/96 0
295294 O 04/01/26
0
1487385 921/921 F 87,000.00 ZZ
360 86,970.63 1
3218 MARTIN LUTHER KING JR AVE 11.250 845.00 83
10.750 845.00 105,000.00
WASHINGTON DC 20032 5 03/08/96 23
407676 07 05/01/96 0
407676 O 04/01/26
0
1487747 642/824 F 50,000.00 ZZ
180 49,887.44 1
52247 LAS PALMAS STREET 10.750 560.48 75
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COACHELLA CA 92236 5 03/15/96 00
280001487747 05 05/01/96 0
02554996 O 04/01/11
0
1488154 971/824 F 87,000.00 ZZ
360 87,000.00 1
8015 NW 21 ST 9.990 762.84 69
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SUNRISE FL 33322 2 04/05/96 00
280001488154 05 06/01/96 0
9660079 O 05/01/26
0
1488191 A52/824 F 237,600.00 ZZ
360 237,600.00 1
2988 NESTLE CREEK DRIVE 11.000 2,262.72 90
10.500 2,262.72 264,000.00
MARIETTA GA 30062 1 04/09/96 23
280001488191 05 06/01/96 0
1234 O 05/01/26
0
1488194 A52/824 F 109,600.00 ZZ
360 109,600.00 1
1
6213 SOUTHLAND FOREST DRIVE 10.875 1,033.41 80
10.375 1,033.41 137,000.00
STONE MOUNTAIN GA 30087 1 04/09/96 00
280001488194 05 06/01/96 0
1234 O 05/01/26
0
1488198 A52/824 F 18,600.00 ZZ
180 18,600.00 1
553 MASON DRIVE 10.000 199.88 75
9.500 199.88 25,000.00
SWAINSBORO GA 30401 1 04/15/96 00
280001488198 05 06/01/96 0
1234 O 05/01/11
0
1488214 921/921 F 90,000.00 ZZ
360 89,974.95 2
210-212 BLUE HILLS AVENUE 12.125 934.43 65
11.625 934.43 139,000.00
HARTFORD CT 06112 5 03/22/96 00
408740 05 05/01/96 0
408740 O 04/01/26
0
1488215 921/921 F 66,000.00 ZZ
180 65,891.05 2
566 WALK HILL STREET 14.000 878.95 55
13.500 878.95 120,000.00
MATTAPAN MA 02126 1 03/21/96 00
408492 05 05/01/96 0
408492 N 04/01/11
0
1488218 921/921 F 45,000.00 ZZ
360 44,950.05 1
303 W 53RD LANE 10.875 424.31 54
10.375 424.31 84,000.00
MERRILLVILLE IN 46410 2 01/18/96 00
502047 05 03/01/96 0
502047 O 02/01/26
0
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360 45,404.54 1
2038 MAIN STREET 9.250 374.32 70
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ATLANTA GA 30318 2 01/04/96 00
280001488380 05 02/01/96 0
1
1594407 N 01/01/26
0
1488453 562/562 F 140,000.00 ZZ
360 139,844.71 3
302-306 VERNON AVENUE 10.875 1,320.05 80
10.375 1,320.05 175,000.00
PATERSON NJ 07503 1 01/05/96 00
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504456 O 02/01/26
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DA4071809 O 03/01/11
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1
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DA4133898 O 03/01/11
0
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DA4057311 O 03/01/11
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CAMINO CA 95709 5 02/21/96 00
280001488587 05 04/01/96 0
DA7976913 O 03/01/11
0
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280001488595 05 04/01/96 0
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DA4055950 O 03/01/11
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BERKELEY CA 94702 1 02/23/96 23
280001488644 05 04/01/96 0
DA4049300 O 03/01/26
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SAN JOSE CA 95125 2 01/22/96 00
280001488658 05 03/01/96 0
DA4024741 O 02/01/11
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DA4126785 O 03/01/11
0
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DA4056537 O 03/01/11
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SACRAMENTO CA 95822 2 02/23/96 00
280001488716 05 04/01/96 0
DA7965957 O 03/01/26
0
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HOLLISTER CA 95023 1 02/23/96 23
280001488718 05 04/01/96 0
DA4106290 O 03/01/11
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1
1488727 862/824 F 87,000.00 ZZ
180 86,896.89 1
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280001488727 05 04/01/96 0
DA4016838 O 03/01/11
0
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280001488893 05 05/01/96 0
0105618 N 04/01/26
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280001488895 05 05/01/96 0
0105618 N 04/01/26
0
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110 NIX CROSSING SE 10.000 658.18 75
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CLERMONT GA 30527 2 03/25/96 00
280001489115 05 05/01/96 0
2773547 O 04/01/26
0
1489314 766/824 F 92,500.00 ZZ
360 92,448.14 1
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SAVANNAH GA 31406 5 02/29/96 00
280001489314 05 05/01/96 0
96GR0022 O 04/01/26
0
1489316 A69/824 F 145,600.00 ZZ
360 145,600.00 1
1
245 WILLIAM STREET 10.125 1,291.22 80
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WEST HEMPSTEAD NY 11552 1 04/17/96 00
280001489316 05 06/01/96 0
96047354 O 05/01/26
0
1489377 736/824 F 51,750.00 ZZ
360 51,644.33 1
10501 8TH AVENUE NORTHEAST 9.125 421.06 75
UNIT #108 8.625 421.06 69,000.00
SEATTLE WA 98125 5 02/24/96 00
280001489377 01 04/01/96 0
459847 O 03/01/26
0
1489435 736/824 F 60,000.00 ZZ
360 59,969.70 1
1249 METTEN AVENUE 9.375 499.05 45
8.875 499.05 135,000.00
PITTSBURG CA 94565 5 03/06/96 00
280001489435 05 05/01/96 0
460662 O 04/01/26
0
1489472 736/824 F 63,700.00 T
360 63,670.28 1
12804 NORTHWOODS BOULEVARD 9.750 547.28 65
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TRUCKEE CA 96161 2 03/14/96 00
280001489472 01 05/01/96 0
458894 O 04/01/26
0
1489495 736/824 F 59,000.00 ZZ
360 58,947.58 1
1434 WEST SHANNON AVENUE 10.000 517.77 66
9.500 517.77 90,000.00
SPOKANE WA 99205 5 02/26/96 00
280001489495 05 04/01/96 0
459710 O 03/01/26
0
1489496 736/824 F 125,000.00 ZZ
360 124,855.63 1
21 WILLOW ROAD #46 8.750 983.38 59
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MENLO PARK CA 94025 5 02/28/96 00
280001489496 01 04/01/96 0
1
460473 O 03/01/26
0
1489504 736/824 F 65,600.00 ZZ
360 65,531.71 1
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8.750 539.68 82,000.00
PORTLAND OR 97206 2 02/15/96 00
280001489504 05 04/01/96 0
446377 O 03/01/26
0
1489646 962/824 F 81,000.00 ZZ
360 81,000.00 1
616 WEST LAKE DRIVE 10.000 710.84 90
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DETROIT LAKES MN 56501 1 04/15/96 23
280001489646 05 06/01/96 0
1489646 O 05/01/26
0
1489676 736/824 F 81,200.00 ZZ
360 81,108.63 1
1855 LANDUCCI AVENUE 8.875 646.06 65
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FIREBAUGH CA 93622 5 02/14/96 00
280001489676 05 04/01/96 0
458590 O 03/01/26
0
1489677 736/824 F 132,900.00 ZZ
360 132,754.28 1
41940 NW BANKS ROAD 9.000 1,069.34 70
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BANKS OR 97106 5 02/08/96 00
280001489677 05 04/01/96 0
457771 O 03/01/26
0
1489678 736/824 F 165,600.00 ZZ
360 165,509.54 1
3160 KAREN AVENUE 9.000 1,332.46 80
8.500 1,332.46 207,000.00
LONG BEACH CA 90808 5 03/11/96 00
280001489678 05 05/01/96 0
463200 O 04/01/26
0
1
1489681 736/824 F 65,450.00 ZZ
360 65,373.54 1
6578 W DENTON STREET 9.375 544.38 85
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BOISE ID 83704 5 02/22/96 23
280001489681 05 04/01/96 0
459836 O 03/01/26
0
1489682 736/824 F 292,000.00 ZZ
360 291,653.96 1
16476 SOUTHWEST TIMBERLAND DRI 8.625 2,271.15 63
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BEAVERTON OR 97007 5 02/27/96 00
280001489682 05 04/01/96 0
446468 O 03/01/26
0
1489683 736/824 F 89,000.00 ZZ
360 86,641.16 1
501 204TH DRIVE SE 8.250 668.63 45
7.750 668.63 200,000.00
SNOHOMISH WA 98290 2 02/21/96 00
280001489683 05 04/01/96 0
431754 O 03/01/26
0
1489906 A52/824 F 36,200.00 ZZ
180 36,200.00 1
101 COMMONWEALTH AVENUE 8.750 361.80 69
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PORT WENTWORTH GA 31407 2 04/15/96 00
280001489906 05 06/01/96 0
1234 O 05/01/11
0
1489947 736/824 F 87,500.00 ZZ
360 87,454.64 1
2655 N. CORBIN ROAD 9.250 719.84 59
8.750 719.84 150,000.00
POST FALLS ID 83854 2 03/11/96 00
280001489947 05 05/01/96 0
459309 O 04/01/26
0
1489948 736/824 F 199,500.00 ZZ
360 199,396.57 1
7645 SOUTHWEST CANYON LANE 9.250 1,641.24 70
8.750 1,641.24 285,000.00
1
PORTLAND OR 97225 2 03/04/96 00
280001489948 05 05/01/96 0
446439 O 04/01/26
0
1489950 736/824 F 80,000.00 ZZ
360 79,902.73 1
8618 NE 149TH AVENUE 8.500 615.13 73
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VANCOUVER WA 98682 5 02/13/96 00
280001489950 05 04/01/96 0
459530 O 03/01/26
0
1489951 736/824 F 104,500.00 ZZ
360 104,372.95 1
5732 JANELLE DRIVE 8.500 803.51 59
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LAS VEGAS NV 89129 1 02/22/96 00
280001489951 03 04/01/96 0
462312 O 03/01/26
0
1489952 736/824 F 134,400.00 ZZ
360 134,330.32 1
5631 MEMORY LANE 9.250 1,105.68 84
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FAIR OAKS CA 95628 5 03/06/96 23
280001489952 05 05/01/96 0
467812 O 04/01/26
0
1490000 921/921 F 75,120.00 ZZ
360 75,101.30 1
19 INDIAN HILLS DRIVE 12.625 809.02 80
12.125 809.02 93,900.00
RYDAL GA 30171 1 03/29/96 00
295121 05 05/01/96 0
295121 O 04/01/26
0
1490001 921/921 F 128,250.00 ZZ
360 128,216.24 1
2137 VIRGINIA PLACE 12.375 1,356.34 90
11.875 1,356.34 142,500.00
ATLANTA GA 30305 2 03/25/96 23
295329 05 05/01/96 0
295329 O 04/01/26
0
1
1490018 921/921 F 93,000.00 ZZ
360 92,964.02 1
4865 SOUTH PARFET STREET 10.625 859.42 68
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LITTLETON CO 80127 5 03/25/96 00
262634 05 05/01/96 0
262634 O 04/01/26
0
1490111 736/824 F 98,000.00 ZZ
360 97,788.98 1
159 NE 10TH AVENUE 8.875 779.73 72
8.375 779.73 136,400.00
CANBY OR 97013 5 02/20/96 00
280001490111 05 04/01/96 0
446478 O 03/01/26
0
1490162 562/562 F 100,000.00 ZZ
360 99,876.45 2
1847 WEST 4TH STREET 10.375 905.41 55
9.875 905.41 185,000.00
BROOKLYN NY 11223 5 01/24/96 00
506329 05 03/01/96 0
506329 O 02/01/26
0
1490259 862/824 F 29,000.00 ZZ
360 28,986.47 1
4948 46TH STREET 9.750 249.16 34
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SACRAMENTO CA 95820 5 03/14/96 00
280001490259 05 05/01/96 0
DA7966302 O 04/01/26
0
1490262 862/824 F 135,000.00 ZZ
180 134,930.00 1
6900 LLANO ROAD 9.250 1,110.62 62
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ATASCADERO CA 93422 5 03/20/96 00
280001490262 05 05/01/96 0
DA4108056 O 04/01/11
0
1490267 862/824 F 62,000.00 ZZ
360 61,969.50 1
1
10406 NE 93RD AVENUE 9.500 521.33 62
9.000 521.33 100,000.00
VANCOUVER WA 98662 2 03/13/96 00
280001490267 05 05/01/96 0
DA4137816 O 04/01/26
0
1490274 862/824 F 235,500.00 ZZ
180 235,418.28 1
3 NW OF SANTA RITA STREET 11.125 2,265.00 75
10.625 2,265.00 314,000.00
CARMEL CA 93921 1 03/13/96 00
280001490274 05 05/01/96 0
DA4108932 O 04/01/11
0
1490279 862/824 F 44,900.00 ZZ
360 44,879.04 1
97 MATHEWSON STREET 9.750 385.77 75
9.250 385.77 59,900.00
JEWETT CITY CT 06351 1 03/21/96 00
280001490279 05 05/01/96 0
DA4136743 O 04/01/26
0
1490283 562/562 F 52,500.00 ZZ
360 52,441.76 1
31 KERLYN COURT 10.875 495.02 75
10.375 495.02 70,000.00
ELIZABETH NJ 07202 2 01/31/96 00
506584 05 03/01/96 0
506584 N 02/01/26
0
1490284 862/824 F 74,100.00 ZZ
180 74,069.74 1
428 NORTH HARMONY AVENUE 10.375 670.91 47
9.875 670.91 159,120.00
GILBERT AZ 85234 1 03/18/96 00
280001490284 03 05/01/96 0
DA4098091 O 04/01/11
0
1490285 862/824 F 140,000.00 ZZ
180 139,931.13 1
127 WURR ROAD 9.500 1,177.20 63
9.000 1,177.20 225,000.00
LOMA MAR CA 94021 5 03/06/96 00
280001490285 05 05/01/96 0
1
DA4107587 O 04/01/11
0
1490292 862/824 F 128,000.00 ZZ
180 127,937.03 1
2495 EAST LITTLE COTTONWOOD 9.500 1,076.30 54
ROAD 9.000 1,076.30 238,000.00
SANDY UT 84092 5 03/21/96 00
280001490292 05 05/01/96 0
DA4143731 O 04/01/11
0
1490316 862/824 F 78,800.00 ZZ
180 78,752.26 1
7909 TEESDALE AVENUE 8.500 605.91 55
(NORTH HOLLYWOOD AREA) 8.000 605.91 144,000.00
LOS ANGELES CA 91605 5 03/12/96 00
280001490316 05 05/01/96 0
DA4047445 O 04/01/11
0
1490324 862/824 F 265,500.00 ZZ
180 265,394.49 1
4371 GIBRALTER DRIVE 10.500 2,428.64 90
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FREMONT CA 94536 2 03/13/96 23
280001490324 05 05/01/96 0
DA4135646 O 04/01/11
0
1490332 562/562 F 78,750.00 ZZ
360 78,662.64 1
9 DODD TERRACE 10.875 742.53 75
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EAST ORANGE NJ 07017 2 01/31/96 00
506600 05 03/01/96 0
506600 N 02/01/26
0
1490342 562/562 F 82,500.00 ZZ
360 82,400.79 1
91 FLORENCE AVENUE 10.500 754.66 75
10.000 754.66 110,000.00
IRVINGTON NJ 07111 2 01/31/96 00
506592 05 03/01/96 0
506592 N 02/01/26
0
1
1490343 862/824 F 75,000.00 ZZ
180 74,964.06 1
397 NORTH SUMMIT AVENUE 9.625 637.50 50
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PASADENA CA 91103 5 03/15/96 00
280001490343 05 05/01/96 0
DA4051926 O 04/01/11
0
1490350 862/824 F 50,400.00 ZZ
180 50,377.70 1
723 EDISON LANE 10.000 442.30 70
9.500 442.30 72,000.00
FILLMORE CA 93015 1 03/13/96 00
280001490350 05 05/01/96 0
DA4086229 N 04/01/11
0
1490365 562/562 F 47,600.00 ZZ
360 47,557.81 1
1400 SUMMERFIELD AVENUE 11.900 485.96 70
11.400 485.96 68,000.00
ASBURY PARK NJ 07112 1 02/01/96 00
507236 05 03/01/96 0
507236 N 02/01/26
0
1490370 562/562 F 142,500.00 ZZ
360 142,333.17 1
342 SYCAMORE AVENUE 10.625 1,316.84 75
10.125 1,316.84 190,000.00
SHREWSBURY NJ 07702 1 01/30/96 00
507228 05 03/01/96 0
507228 O 02/01/26
0
1490371 562/562 F 188,000.00 ZZ
360 187,832.96 1
885 COLONIAL ROAD 10.000 1,649.84 57
9.500 1,649.84 333,000.00
FRANKLIN LAKES NJ 07417 5 02/23/96 00
507426 05 04/01/96 0
507426 O 03/01/26
0
1490373 562/562 F 123,000.00 ZZ
360 122,921.00 1
2293 HALSEY STREET 11.500 1,218.06 75
11.000 1,218.06 165,000.00
1
UNION NJ 07083 5 02/13/96 00
505446 05 04/01/96 0
505446 O 03/01/26
0
1490419 921/921 F 63,000.00 ZZ
360 62,981.46 1
240 FOREST LANE 11.875 641.98 90
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WOODBURY GA 30293 2 03/26/96 23
295402 05 05/01/96 0
295402 O 04/01/26
0
1490421 921/921 F 47,250.00 ZZ
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789 CASCADE DRIVE 11.375 463.42 75
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FOREST PARK GA 30050 5 04/01/96 00
295667 05 05/01/96 0
295667 N 04/01/26
0
1490423 921/921 F 59,400.00 ZZ
360 59,400.00 3
412-414 MERIDIAN STREET 10.125 526.78 60
9.625 526.78 99,000.00
EAST BOSTON MA 02128 5 03/29/96 00
408658 05 06/01/96 0
408658 O 05/01/26
0
1490451 B75/824 F 367,200.00 ZZ
360 366,929.70 1
1134 SOROLLA AVENUE 10.875 3,462.29 65
10.375 3,462.29 565,000.00
CORAL GABLES FL 33134 1 02/28/96 00
280001490451 05 04/01/96 0
2323988 O 03/01/26
0
1490601 757/824 F 60,000.00 ZZ
360 59,974.15 1
422 BOSTIC SUNSHINE HIGHWAY 10.125 532.10 80
9.625 532.10 75,000.00
BOSTIC NC 28018 5 03/27/96 00
280001490601 05 05/01/96 0
2773398 O 04/01/26
0
1
1490777 921/921 F 56,625.00 ZZ
180 56,625.00 1
795 COLT LANE 10.500 625.94 75
10.000 625.94 75,500.00
CONYERS GA 30207 1 04/04/96 00
295485 05 06/01/96 0
295485 O 05/01/11
0
1490908 A01/824 F 185,000.00 ZZ
360 184,924.47 1
19965 TOP O'THE MOOR DRIVE WES 10.375 1,675.01 67
9.875 1,675.01 280,000.00
MONUMENT CO 80132 5 03/21/96 00
280001490908 05 05/01/96 0
MCPEAK O 04/01/26
0
1490912 A01/824 F 62,400.00 ZZ
360 62,385.32 1
12203 SW 208TH TERRACE 12.875 684.18 65
12.375 684.18 96,000.00
MIAMI FL 33177 5 03/20/96 00
280001490912 05 05/01/96 0
BENDIGO O 04/01/26
0
1490922 A01/824 F 101,250.00 ZZ
360 101,198.87 1
2575 ZONAL AVENUE 9.375 842.15 75
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LAS ANGELES CA 90033 5 03/18/96 00
280001490922 05 05/01/96 0
RODRIQUEZ O 04/01/26
0
1490930 A01/824 F 189,850.00 ZZ
360 189,754.12 1
2000 WALNUT AVENUE 9.375 1,579.08 68
VENICE AREA 8.875 1,579.08 280,000.00
LOS ANGELES CA 90291 5 03/15/96 00
280001490930 05 05/01/96 0
DINGMAN O 04/01/26
0
1490935 A01/824 F 70,500.00 ZZ
360 70,435.67 1
1
2604 NORTH SAN CARLO AVENUE 9.875 612.19 75
9.375 612.19 95,000.00
SAN BERNARDINO CA 92405 5 02/23/96 00
280001490935 05 04/01/96 0
SALAS O 03/01/26
0
1490970 A01/824 F 68,250.00 ZZ
360 68,225.00 1
15260 16TH AVENUE 10.875 643.52 75
10.375 643.52 91,000.00
LEMOORE CA 93245 2 03/13/96 00
280001490970 05 05/01/96 0
YOUNG O 04/01/26
0
1490986 A01/824 F 155,650.00 ZZ
360 155,573.44 1
1204 NORTH LOUIS STREET 9.500 1,308.79 54
9.000 1,308.79 292,500.00
GLENDALE CA 91207 5 03/01/96 00
280001490986 05 05/01/96 0
VILLEGAS O 04/01/26
0
1490990 A01/824 F 348,000.00 ZZ
360 347,647.15 1
521 AVENIDA DEL VERDOR 9.375 2,894.49 80
8.875 2,894.49 435,000.00
SAN CLEMENTE CA 92673 1 02/01/96 00
280001490990 03 04/01/96 0
PETHERAM O 03/01/26
0
1490998 962/824 F 141,500.00 ZZ
360 141,500.00 1
4114 15TH STREET SOUTH 10.000 1,241.77 68
9.500 1,241.77 210,000.00
FARGO ND 58104 2 04/08/96 00
280001490998 05 06/01/96 0
1234 O 05/01/26
0
1491078 560/824 F 86,250.00 ZZ
360 86,218.39 1
6228 TRENTON 10.875 813.25 75
10.375 813.25 115,000.00
FLINT MI 48532 1 03/21/96 00
280001491078 05 05/01/96 0
1
455495903 O 04/01/26
0
1491326 921/921 F 96,050.00 ZZ
360 96,050.00 1
50 CATAMOUNT LANE 12.125 997.24 85
11.625 997.24 113,000.00
BAILEY CO 80421 1 04/05/96 23
262519 05 06/01/96 0
262519 O 05/01/26
0
1493671 A52/824 F 77,000.00 ZZ
360 77,000.00 1
8853 UNION HILL ROAD 11.625 769.88 70
11.125 769.88 110,000.00
CANTON GA 30114 5 04/23/96 00
280001493671 05 06/01/96 0
1234 O 05/01/26
0
1493697 757/824 F 49,280.00 ZZ
360 49,280.00 1
19555 COUNTY ROAD 55 9.875 427.93 80
9.375 427.93 61,600.00
SILVERHILL AL 36576 1 04/04/96 00
280001493697 05 06/01/96 0
2775724 O 05/01/26
0
1493765 921/921 F 39,000.00 ZZ
360 39,000.00 1
20375 ANDOVER AVENUE 10.875 367.73 80
10.375 367.73 49,000.00
PORT CHARLOTTE FL 33954 1 04/04/96 00
503052 05 06/01/96 0
503052 O 05/01/26
0
1493834 862/824 F 45,000.00 ZZ
180 44,978.44 1
5086 CONGRESS PARKWAY 9.625 382.50 60
9.125 382.50 76,000.00
CHICAGO IL 60644 5 03/14/96 00
280001493834 05 05/01/96 0
4048534 O 04/01/11
0
1
1493843 862/824 F 187,500.00 ZZ
180 187,427.47 1
4204 A AVENUE 10.625 1,732.69 75
10.125 1,732.69 250,000.00
ANACORTES WA 98221 5 03/19/96 00
280001493843 05 05/01/96 0
4075453 O 04/01/11
0
1493911 862/824 F 150,000.00 ZZ
180 149,931.85 1
10729 SE 99TH DRIVE 9.875 1,302.53 69
9.375 1,302.53 220,000.00
PORTLAND OR 97266 5 03/26/96 00
280001493911 05 05/01/96 0
4138707 N 04/01/11
0
1493985 862/824 F 132,000.00 ZZ
360 131,944.64 1
137 COMMODORE DUPONT STREET 10.250 1,182.86 69
9.750 1,182.86 193,323.00
BLUFFTON SC 29910 1 03/29/96 00
280001493985 03 05/01/96 0
4098331 O 04/01/26
0
1494000 766/824 F 175,000.00 ZZ
180 175,000.00 1
509 OLEANDER LANE 9.000 1,774.97 70
8.500 1,774.97 250,000.00
DELRAY BEACH FL 33483 1 04/03/96 00
280001494000 05 06/01/96 0
96SG0212 O 05/01/11
0
1494059 862/824 F 128,000.00 ZZ
180 127,941.84 1
33 VERNON STREET 9.875 1,111.49 80
9.375 1,111.49 160,000.00
SAN FRANCISCO CA 94132 5 03/25/96 00
280001494059 05 05/01/96 0
4109617 O 04/01/11
0
1494065 862/824 F 75,000.00 ZZ
180 74,964.06 1
331 VISTA MARAZUL 9.625 637.50 38
9.125 637.50 200,000.00
1
OCEANSIDE CA 92057 5 03/21/96 00
280001494065 03 05/01/96 0
4130837 O 04/01/11
0
1494262 921/921 F 73,000.00 ZZ
360 73,000.00 1
65 GOODWIN PLACE 11.625 729.89 57
11.125 729.89 130,000.00
STRATFORD CT 06497 5 04/08/96 00
408161 05 06/01/96 0
408161 O 05/01/26
0
1494276 921/921 F 77,000.00 ZZ
360 77,000.00 1
2115 WEST BUCKEYE STREET 10.375 697.17 67
9.875 697.17 116,000.00
CUMMING GA 30130 5 04/08/96 00
295659 05 06/01/96 0
295659 O 05/01/26
0
1494571 E63/824 F 85,500.00 ZZ
180 85,500.00 1
8 EAST MADILL COURT 11.375 838.55 75
10.875 838.55 114,000.00
ANTIOCH CA 94509 1 04/08/96 00
280001494571 05 06/01/96 0
96201196 O 05/01/11
0
1494578 E63/824 F 105,000.00 ZZ
360 105,000.00 1
2324 NORTHEAST 54TH AVENUE 11.125 1,009.87 75
10.625 1,009.87 141,500.00
PORTLAND OR 97213 5 04/10/96 00
280001494578 05 06/01/96 0
96201340 O 05/01/26
0
1494623 E63/824 F 217,500.00 ZZ
180 217,422.28 1
18000 NORTHEAST FAIRVIEW DRIVE 10.990 2,069.66 75
10.490 2,069.66 290,000.00
DUNDEE OR 97115 5 03/27/96 00
280001494623 05 05/01/96 0
96201407 O 04/01/11
0
1
1494791 A01/824 F 100,300.00 ZZ
360 100,300.00 1
16433 E WILTSHIRE DRIVE 11.750 1,012.44 85
11.250 1,012.44 118,000.00
LOKAHATCHEE FL 33470 2 04/10/96 23
280001494791 05 06/01/96 0
1494791 O 05/01/26
0
1494843 921/921 F 60,000.00 ZZ
360 58,535.42 1
506 SUNDANCE COURT 12.750 652.02 80
12.250 652.02 75,000.00
WRIGHT WY 82732 5 04/11/96 00
262790 05 06/01/96 0
262790 O 05/01/26
0
1495226 A01/824 F 52,800.00 ZZ
360 52,780.12 1
2594 NORTH SAN CARLO AVENUE 10.750 492.88 59
10.250 492.88 90,000.00
SAN BERNARDINO CA 92405 2 03/28/96 00
280001495226 05 05/01/96 0
FLOWERS O 04/01/26
0
1495305 921/921 F 62,400.00 ZZ
360 62,400.00 1
12092 EAST 3RD AVENUE 11.875 635.86 80
11.375 635.86 78,000.00
AURORA CO 80011 5 04/12/96 00
263798 09 06/01/96 0
263798 O 05/01/26
0
1495412 A67/824 F 60,800.00 ZZ
180 60,800.00 1
522 LEE ROAD 219 10.250 662.70 80
9.750 662.70 76,000.00
PHENIX CITY AL 36867 5 04/04/96 00
280001495412 05 06/01/96 0
A6700 O 05/01/11
0
1495654 921/921 F 117,300.00 ZZ
360 117,300.00 1
1
6369 FLAT ROCK DRIVE 11.625 1,172.82 85
11.125 1,172.82 138,000.00
FLOWERY BRANCH GA 30542 2 04/10/96 23
295840 05 06/01/96 0
295840 O 05/01/26
0
1495659 921/921 F 70,200.00 ZZ
360 70,200.00 1
2965 CENTRAL AVENUE 12.000 722.09 65
11.500 722.09 108,000.00
CANON CITY CO 81212 2 04/10/96 00
263491 05 06/01/96 0
263491 O 05/01/26
0
1495676 921/921 F 65,000.00 ZZ
360 65,000.00 1
2429 DOWNING STREET 10.125 576.44 73
9.625 576.44 90,000.00
DENVER CO 80205 5 04/15/96 00
261446 05 06/01/96 0
261446 O 05/01/26
0
TOTAL NUMBER OF LOANS : 973
TOTAL ORIGINAL BALANCE : 100,912,126.00
TOTAL PRINCIPAL BALANCE : 100,462,675.80
TOTAL ORIGINAL P+I : 901,834.04
TOTAL CURRENT P+I : 901,834.04
***************************
* END OF REPORT *
***************************
RUN ON : 05/29/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.47.57 FIXED PASSTHRU REPORT AMORTIZED
BALANCE
SERIES : RASC 1996-KS2 CUTOFF :
05/01/96
POOL : 0004209
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -------------------------------------------------------------------------------
1393935 .2500
61,732.88 .0800
8.5000 .0000
8.2500 .1140
8.0560 .0000
8.0560 .0000
1397754 .1700
71,383.35 .0800
10.0000 .0000
9.8300 .1140
9.6360 .0000
9.6360 .0000
1402958 .5000
26,869.89 .0800
12.1250 .0000
11.6250 .1140
11.4310 .0000
11.4310 .0000
1403121 .5000
62,842.13 .0800
14.7500 .0000
14.2500 .1140
14.0560 .0000
14.0560 .0000
1403123 .5000
94,696.24 .0800
13.1250 .0000
12.6250 .1140
12.4310 .0000
12.4310 .0000
1403188 .5000
230,602.65 .0800
11.2500 .0000
10.7500 .1140
10.5560 .0000
10.5560 .0000
1
1403726 .5000
118,414.26 .0800
11.3750 .0000
10.8750 .1140
10.6810 .0000
10.6810 .0000
1403729 .2500
45,591.80 .0800
9.8750 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1403899 .5000
170,376.02 .0800
12.5000 .0000
12.0000 .1140
11.8060 .0000
11.8060 .0000
1405011 .5000
35,687.91 .0800
11.0000 .0000
10.5000 .1140
10.3060 .0000
10.3060 .0000
1405503 .5000
63,898.10 .0800
12.0000 .0000
11.5000 .1140
11.3060 .0000
11.3060 .0000
1405777 .5000
33,865.48 .0800
11.3750 .0000
10.8750 .1140
10.6810 .0000
10.6810 .0000
1415063 .5000
59,644.22 .0800
12.2500 .0000
11.7500 .1140
11.5560 .0000
11.5560 .0000
1415336 .5000
38,859.24 .0800
11.6250 .0000
11.1250 .1140
10.9310 .0000
10.9310 .0000
1
1415612 .5000
49,078.43 .0800
7.3750 .0000
6.8750 .1140
6.6810 .0000
6.6810 .0000
1415636 .5000
35,950.59 .0800
12.3500 .0000
11.8500 .1140
11.6560 .0000
11.6560 .0000
1415686 .5000
182,648.46 .0800
9.5000 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1416286 .5000
115,073.86 .0800
11.5000 .0000
11.0000 .1140
10.8060 .0000
10.8060 .0000
1417079 .5000
52,824.48 .0800
12.0000 .0000
11.5000 .1140
11.3060 .0000
11.3060 .0000
1417164 .2500
69,773.08 .0800
9.1250 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1417417 .2500
113,964.19 .0800
9.1250 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1417596 .5000
36,332.33 .0800
10.0000 .0000
9.5000 .1140
9.3060 .0000
9.3060 .0000
1
1417607 .2500
216,604.57 .0800
10.0000 .0000
9.7500 .1140
9.5560 .0000
9.5560 .0000
1417804 .2500
346,281.67 .0800
9.1250 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1417811 .2500
103,781.19 .0800
9.2500 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1417825 .2500
340,174.66 .0800
8.7500 .0000
8.5000 .1140
8.3060 .0000
8.3060 .0000
1417933 .5000
39,889.23 .0800
14.7500 .0000
14.2500 .1140
14.0560 .0000
14.0560 .0000
1418058 .5000
50,622.81 .0800
15.8750 .0000
15.3750 .1140
15.1810 .0000
15.1810 .0000
1418109 .5000
27,250.95 .0800
14.7500 .0000
14.2500 .1140
14.0560 .0000
14.0560 .0000
1418251 .5000
71,603.42 .0800
9.1250 .0000
8.6250 .1140
8.4310 .0000
8.4310 .0000
1
1418297 .5000
70,742.24 .0800
12.0000 .0000
11.5000 .1140
11.3060 .0000
11.3060 .0000
1418670 .5000
74,546.73 .0800
9.8750 .0000
9.3750 .1140
9.1810 .0000
9.1810 .0000
1418745 .5000
78,110.79 .0800
11.5000 .0000
11.0000 .1140
10.8060 .0000
10.8060 .0000
1418748 .2500
67,118.49 .0800
9.0000 .0000
8.7500 .1140
8.5560 .0000
8.5560 .0000
1418937 .2500
124,308.45 .2500
9.3750 .0000
9.1250 .1140
8.7610 .0000
8.7610 .0000
1419030 .5000
86,868.70 .0800
10.1250 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1419093 .5000
102,187.39 .0800
8.6250 .0000
8.1250 .1140
7.9310 .0000
7.9310 .0000
1419180 .2500
26,799.97 .0800
9.8750 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1
1419755 .2500
78,752.41 .0800
9.0000 .0000
8.7500 .1140
8.5560 .0000
8.5560 .0000
1419947 .2500
281,084.29 .2500
8.3750 .0000
8.1250 .1140
7.7610 .0000
7.7610 .0000
1420189 .2500
163,167.36 .0800
8.9900 .0000
8.7400 .1140
8.5460 .0000
8.5460 .0000
1420567 .5000
124,379.01 .0800
9.6250 .0000
9.1250 .1140
8.9310 .0000
8.9310 .0000
1420570 .5000
100,600.54 .0800
8.3750 .0000
7.8750 .1140
7.6810 .0000
7.6810 .0000
1420787 .5000
283,151.78 .0800
9.0000 .0000
8.5000 .1140
8.3060 .0000
8.3060 .0000
1420807 .2500
57,040.93 .0800
8.5000 .0000
8.2500 .1140
8.0560 .0000
8.0560 .0000
1420907 .5000
169,284.06 .0800
9.6250 .0000
9.1250 .1140
8.9310 .0000
8.9310 .0000
1
1420960 .2500
145,818.31 .0800
8.7500 .0000
8.5000 .1140
8.3060 .0000
8.3060 .0000
1420961 .2500
62,661.79 .0800
9.2500 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1421089 .2500
68,110.12 .0800
7.8750 .0000
7.6250 .1140
7.4310 .0000
7.4310 .0000
1421099 .5000
119,419.13 .0800
9.7500 .0000
9.2500 .1140
9.0560 .0000
9.0560 .0000
1421118 .5000
557,570.65 .0800
9.7500 .0000
9.2500 .1140
9.0560 .0000
9.0560 .0000
1421120 .5000
48,911.23 .0800
9.0000 .0000
8.5000 .1140
8.3060 .0000
8.3060 .0000
1421346 .5000
43,445.40 .0800
13.0000 .0000
12.5000 .1140
12.3060 .0000
12.3060 .0000
1421347 .5000
34,354.20 .0800
13.3750 .0000
12.8750 .1140
12.6810 .0000
12.6810 .0000
1
1421572 .5000
31,939.91 .0800
9.1250 .0000
8.6250 .1140
8.4310 .0000
8.4310 .0000
1421606 .2500
53,738.59 .0800
9.7500 .0000
9.5000 .1140
9.3060 .0000
9.3060 .0000
1421730 .5000
64,687.18 .0800
9.2500 .0000
8.7500 .1140
8.5560 .0000
8.5560 .0000
1421842 .2500
80,193.53 .0800
10.1250 .0000
9.8750 .1140
9.6810 .0000
9.6810 .0000
1422000 .2500
88,511.74 .0800
9.6250 .0000
9.3750 .1140
9.1810 .0000
9.1810 .0000
1422116 .2500
102,740.14 .0800
9.1250 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1422263 .5000
80,238.08 .0800
12.2500 .0000
11.7500 .1140
11.5560 .0000
11.5560 .0000
1422270 .2500
64,433.82 .0800
9.0000 .0000
8.7500 .1140
8.5560 .0000
8.5560 .0000
1
1422280 .2500
84,459.63 .0800
9.1250 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1422307 .2500
103,480.37 .0800
9.2500 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1422573 .2500
387,263.36 .0800
8.3750 .0000
8.1250 .1140
7.9310 .0000
7.9310 .0000
1422722 .5000
53,241.00 .0800
9.7500 .0000
9.2500 .1140
9.0560 .0000
9.0560 .0000
1422741 .2500
72,378.01 .0800
8.8750 .0000
8.6250 .1140
8.4310 .0000
8.4310 .0000
1423367 .5000
74,109.38 .0800
10.2500 .0000
9.7500 .1140
9.5560 .0000
9.5560 .0000
1423521 .2500
123,888.75 .0800
9.2500 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1423681 .5000
417,626.15 .0800
9.0000 .0000
8.5000 .1140
8.3060 .0000
8.3060 .0000
1
1423700 .5000
106,053.22 .0800
8.3750 .0000
7.8750 .1140
7.6810 .0000
7.6810 .0000
1423758 .5000
34,319.32 .0800
11.7500 .0000
11.2500 .1140
11.0560 .0000
11.0560 .0000
1423764 .5000
62,302.83 .0800
13.0000 .0000
12.5000 .1140
12.3060 .0000
12.3060 .0000
1423773 .5000
42,580.92 .0800
12.0000 .0000
11.5000 .1140
11.3060 .0000
11.3060 .0000
1423932 .2500
38,614.93 .0800
9.1250 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1424015 .2500
242,438.44 .0800
8.8750 .0000
8.6250 .1140
8.4310 .0000
8.4310 .0000
1424018 .5000
88,109.23 .0800
8.6250 .0000
8.1250 .1140
7.9310 .0000
7.9310 .0000
1424113 .2500
123,222.28 .0800
8.5000 .0000
8.2500 .1140
8.0560 .0000
8.0560 .0000
1
1424119 .2500
32,606.67 .0800
9.2500 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1424155 .5000
61,330.11 .0800
9.7500 .0000
9.2500 .1140
9.0560 .0000
9.0560 .0000
1424179 .5000
64,729.86 .0800
8.8750 .0000
8.3750 .1140
8.1810 .0000
8.1810 .0000
1424356 .5000
49,765.42 .0800
9.3750 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1424498 .5000
89,183.29 .0800
8.6250 .0000
8.1250 .1140
7.9310 .0000
7.9310 .0000
1424751 .2500
168,927.57 .0800
8.5000 .0000
8.2500 .1140
8.0560 .0000
8.0560 .0000
1424853 .5000
73,354.22 .0800
8.8750 .0000
8.3750 .1140
8.1810 .0000
8.1810 .0000
1424854 .5000
309,662.27 .0800
8.2500 .0000
7.7500 .1140
7.5560 .0000
7.5560 .0000
1
1424862 .2500
174,157.01 .0800
9.2500 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1425241 .2500
79,722.28 .0800
9.8750 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1425257 .5000
89,566.84 .0800
9.2500 .0000
8.7500 .1140
8.5560 .0000
8.5560 .0000
1425353 .2500
113,298.88 .0800
8.7500 .0000
8.5000 .1140
8.3060 .0000
8.3060 .0000
1425396 .2500
72,771.40 .0800
8.8750 .0000
8.6250 .1140
8.4310 .0000
8.4310 .0000
1427871 .2500
140,267.50 .0800
9.2500 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1431241 .5000
34,428.75 .0800
13.5000 .0000
13.0000 .1140
12.8060 .0000
12.8060 .0000
1431333 .2500
82,430.73 .0800
9.8750 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1
1431360 .5000
35,785.70 .0800
8.8750 .0000
8.3750 .1140
8.1810 .0000
8.1810 .0000
1431500 .2500
139,174.24 .2500
8.8750 .0000
8.6250 .1140
8.2610 .0000
8.2610 .0000
1431668 .5000
104,983.20 .0800
8.7500 .0000
8.2500 .1140
8.0560 .0000
8.0560 .0000
1431669 .5000
73,791.25 .0800
9.1250 .0000
8.6250 .1140
8.4310 .0000
8.4310 .0000
1431769 .2500
149,179.71 .0800
8.6250 .0000
8.3750 .1140
8.1810 .0000
8.1810 .0000
1431790 .5000
69,680.07 .0800
9.5000 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1431831 .5000
55,549.48 .0800
10.1250 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1431914 .2500
83,674.53 .0800
9.0000 .0000
8.7500 .1140
8.5560 .0000
8.5560 .0000
1
1431969 .5000
60,057.21 .0800
12.0000 .0000
11.5000 .1140
11.3060 .0000
11.3060 .0000
1432197 .5000
157,299.00 .0800
8.5000 .0000
8.0000 .1140
7.8060 .0000
7.8060 .0000
1432200 .5000
117,788.13 .0800
8.7500 .0000
8.2500 .1140
8.0560 .0000
8.0560 .0000
1432225 .5000
59,891.07 .0800
14.2500 .0000
13.7500 .1140
13.5560 .0000
13.5560 .0000
1432289 .5000
164,928.58 .0800
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9.5000 .1140
9.3060 .0000
9.3060 .0000
1490365 .5000
47,557.81 .0800
11.9000 .0000
11.4000 .1140
11.2060 .0000
11.2060 .0000
1490370 .5000
142,333.17 .0800
10.6250 .0000
10.1250 .1140
9.9310 .0000
9.9310 .0000
1490371 .5000
187,832.96 .0800
10.0000 .0000
9.5000 .1140
9.3060 .0000
9.3060 .0000
1490373 .5000
122,921.00 .0800
11.5000 .0000
11.0000 .1140
10.8060 .0000
10.8060 .0000
1490419 .5000
62,981.46 .0800
11.8750 .0000
11.3750 .1140
11.1810 .0000
11.1810 .0000
1
1490421 .5000
47,234.47 .0800
11.3750 .0000
10.8750 .1140
10.6810 .0000
10.6810 .0000
1490423 .5000
59,400.00 .0800
10.1250 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1490451 .5000
366,929.70 .0800
10.8750 .0000
10.3750 .1140
10.1810 .0000
10.1810 .0000
1490601 .5000
59,974.15 .0800
10.1250 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
1490777 .5000
56,625.00 .0800
10.5000 .0000
10.0000 .1140
9.8060 .0000
9.8060 .0000
1490908 .5000
184,924.47 .0800
10.3750 .0000
9.8750 .1140
9.6810 .0000
9.6810 .0000
1490912 .5000
62,385.32 .0800
12.8750 .0000
12.3750 .1140
12.1810 .0000
12.1810 .0000
1490922 .5000
101,198.87 .0800
9.3750 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1
1490930 .5000
189,754.12 .0800
9.3750 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1490935 .5000
70,435.67 .0800
9.8750 .0000
9.3750 .1140
9.1810 .0000
9.1810 .0000
1490970 .5000
68,225.00 .0800
10.8750 .0000
10.3750 .1140
10.1810 .0000
10.1810 .0000
1490986 .5000
155,573.44 .0800
9.5000 .0000
9.0000 .1140
8.8060 .0000
8.8060 .0000
1490990 .5000
347,647.15 .0800
9.3750 .0000
8.8750 .1140
8.6810 .0000
8.6810 .0000
1490998 .5000
141,500.00 .0800
10.0000 .0000
9.5000 .1140
9.3060 .0000
9.3060 .0000
1491078 .5000
86,218.39 .0800
10.8750 .0000
10.3750 .1140
10.1810 .0000
10.1810 .0000
1491326 .5000
96,050.00 .0800
12.1250 .0000
11.6250 .1140
11.4310 .0000
11.4310 .0000
1
1493671 .5000
77,000.00 .0800
11.6250 .0000
11.1250 .1140
10.9310 .0000
10.9310 .0000
1493697 .5000
49,280.00 .0800
9.8750 .0000
9.3750 .1140
9.1810 .0000
9.1810 .0000
1493765 .5000
39,000.00 .0800
10.8750 .0000
10.3750 .1140
10.1810 .0000
10.1810 .0000
1493834 .5000
44,978.44 .0800
9.6250 .0000
9.1250 .1140
8.9310 .0000
8.9310 .0000
1493843 .5000
187,427.47 .0800
10.6250 .0000
10.1250 .1140
9.9310 .0000
9.9310 .0000
1493911 .5000
149,931.85 .0800
9.8750 .0000
9.3750 .1140
9.1810 .0000
9.1810 .0000
1493985 .5000
131,944.64 .0800
10.2500 .0000
9.7500 .1140
9.5560 .0000
9.5560 .0000
1494000 .5000
175,000.00 .0800
9.0000 .0000
8.5000 .1140
8.3060 .0000
8.3060 .0000
1
1494059 .5000
127,941.84 .0800
9.8750 .0000
9.3750 .1140
9.1810 .0000
9.1810 .0000
1494065 .5000
74,964.06 .0800
9.6250 .0000
9.1250 .1140
8.9310 .0000
8.9310 .0000
1494262 .5000
73,000.00 .0800
11.6250 .0000
11.1250 .1140
10.9310 .0000
10.9310 .0000
1494276 .5000
77,000.00 .0800
10.3750 .0000
9.8750 .1140
9.6810 .0000
9.6810 .0000
1494571 .5000
85,500.00 .0800
11.3750 .0000
10.8750 .1140
10.6810 .0000
10.6810 .0000
1494578 .5000
105,000.00 .0800
11.1250 .0000
10.6250 .1140
10.4310 .0000
10.4310 .0000
1494623 .5000
217,422.28 .0800
10.9900 .0000
10.4900 .1140
10.2960 .0000
10.2960 .0000
1494791 .5000
100,300.00 .0800
11.7500 .0000
11.2500 .1140
11.0560 .0000
11.0560 .0000
1
1494843 .5000
58,535.42 .0800
12.7500 .0000
12.2500 .1140
12.0560 .0000
12.0560 .0000
1495226 .5000
52,780.12 .0800
10.7500 .0000
10.2500 .1140
10.0560 .0000
10.0560 .0000
1495305 .5000
62,400.00 .0800
11.8750 .0000
11.3750 .1140
11.1810 .0000
11.1810 .0000
1495412 .5000
60,800.00 .0800
10.2500 .0000
9.7500 .1140
9.5560 .0000
9.5560 .0000
1495654 .5000
117,300.00 .0800
11.6250 .0000
11.1250 .1140
10.9310 .0000
10.9310 .0000
1495659 .5000
70,200.00 .0800
12.0000 .0000
11.5000 .1140
11.3060 .0000
11.3060 .0000
1495676 .5000
65,000.00 .0800
10.1250 .0000
9.6250 .1140
9.4310 .0000
9.4310 .0000
TOTAL NUMBER OF LOANS: 973
TOTAL BALANCE........: 100,462,675.80
1
RUN ON : 05/29/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.47.57 INITIAL SECURITY FEES AMORTIZED
BALANCE
SERIES : RASC 1996-KS2 FIXED SUMMARY REPORT CUTOFF :
05/01/96
POOL : 0004209
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
- -------------------------------------------------------------------------------
CURR NOTE RATE 9.9740 7.3750 15.8750
RFC NET RATE 9.4933 6.8750 15.3750
NET MTG RATE(INVSTR RATE) 9.2981 6.6810 15.1810
POST STRIP RATE 9.2981 6.6810 15.1810
SUB SERV FEE .4807 .1700 .5000
MSTR SERV FEE .0811 .0800 .2500
ALL EXP .0000 .0000 .0000
MISC EXP .1140 .1140 .1140
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 973
TOTAL BALANCE........: 100,462,675.80
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT F
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
*************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [] Promissory Note
[] Primary Insurance Policy
[] Mortgage or Deed of Trust
[] Assignment(s) of Mortgage or
Deed of Trust
[] Title Insurance Policy
[] Other:
- --------------
Name Date
Title
<PAGE>
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
<PAGE>
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) :ss.
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1996-KS2
Class [R-1][R-II] (the "Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of ________________] [the
United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class [R-1][R-II] Certificates, and (iii)
is acquiring the Class [R-1][R-II] Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class [R-1][R-II] Certificates to disqualified organizations under
the Code, that applies to all transfers of Class [R-1][R-II] Certificates after
March 31, 1988; (ii) that such tax would be on the transferor, or, if such
transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class [R-
1][R-II] Certificates may be "noneconomic residual interests" within the meaning
of Treasury regulations promulgated pursuant to the Code and that the transferor
of a noneconomic residual interest will remain liable for any taxes due with
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-1][R-II] Certificates if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder
of an interest in such entity. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
<PAGE>
5. That the Owner is aware that the Trustee will not register the
transfer of any Class [R-1][R-II] Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face
of the Class [R-II][R-II] Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class [R-II][R-II]
Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section
5.02(f) which authorize the Trustee to deliver payments to a person other than
the Owner and negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.02(f)). The Owner expressly
agrees to be bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class [R-1][R-II] Certificates will
only be owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is .
9. This affidavit and agreement relates only to the Class [R-1][R-II]
Certificates held by the Owner and not to any other holder of the Class [R-1][R-
II] Certificates. The Owner understands that the liabilities described herein
relate only to the Class [R-1][R-II] Certificates.
10. That no purpose of the Owner relating to the transfer of any of
the Class [R-1][R-II] 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-1][R-II]
Certificate that the Owner intends to pay taxes associated with holding such
Class [R-1][R-II] Certificate as they become due, fully understanding that it
may incur tax liabilities in excess of any cash flows generated by the Class [R-
1][R-II] Certificate.
12. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class [R-1][R-II] Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is 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.
14. The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of , 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__.
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates,
Series 1996-KS2, Class [R-II][R-II]
-----------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by_______
_________________(the "Seller") to ______________________________________ (the
"Purchaser") of $_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1996-KS2, Class [R-II][R-II] (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of May 1, 1996, among
Residential Asset Securities Corporation, as seller (the "Company"), Residential
Funding Corporation, as master servicer, and The First National Bank of Chicago,
as trustee (the "Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement. The
Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate
by the Seller to the Purchaser is or will be to impede the assessment or
collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the form attached
to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know
or believe that any representation contained therein is false.
3. The Seller, at the time of the transfer, has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class [R-
II][R-II] Certificate may not be
<PAGE>
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:_________________
<PAGE>
EXHIBIT H
FORM OF INVESTOR REPRESENTATION LETTER
___________, 19
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates,
Series 1996-KS2, Class
-----------------------------
Ladies and Gentlemen:
______________________ (the "Purchaser") intends to purchase from
__________________ (the "Seller") $__________ Initial Certificate Principal
Balance of Mortgage Pass-Through Certificates, Series 1996-KS2, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of May 1, 1996 among Residential
Asset Securities Corporation, as seller (the "Company"), Residential Funding
Corporation, as master servicer, and The First National Bank of Chicago, as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The
Purchaser hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not
been and will not be registered or qualified under the Securities Act
of 1933, as amended (the "Act") or any state securities law, (b) the
Company is not required to so register or qualify the Certificates,
(c) the Certificates may be resold only if registered and qualified
pursuant to the provisions of the Act or any state securities law, or
if an exemption from such registration and qualification is available,
(d) the Pooling and Servicing Agreement contains restrictions
regarding the transfer of the Certificates and (e) the Certificates
will bear a legend to the foregoing effect.
<PAGE>
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.
<PAGE>
[6. The Purchaser
(a) 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") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan
asses" of any Plan; or
(b) is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general
account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being
made in reliance upon the availability of the exemptive relief
afforded under Section III of PTCE 95-60.]
7. The Purchaser is not a non-United States person.
Very truly yours,
By:
Name:
Title:
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
_________, 19
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-KS2
Re: Mortgage Pass-Through Certificates,
Series 1996-KS2, 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 1996-KS2, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of May 1, 1996 among
Residential Asset Securities Corporation, as seller (the "Company"), Residential
Funding Corporation, as master servicer, and The First National Bank of Chicago,
as trustee (the "Trustee"). The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
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
<PAGE>
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:
<PAGE>
EXHIBIT J
Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 12.01(e) for a
Limited Guaranty
ARTICLE XIII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 13.01. Subordinate Certificate Loss Coverage; Limited
----------------------------------------------
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
- --------
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class 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 B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(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
<PAGE>
outstanding Certificate Principal Balances of the Class B Certificates, or such
lower amount as may be established pursuant to Section 13.02. Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section
or amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains 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 B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a legal, valid and
binding obligation of the substitute guarantor or obligor, enforceable in
accordance with its terms, and concerning such other matters as the Master
Servicer and the Trustee shall reasonably request. Neither the Company, the
Master Servicer nor the Trustee shall be obligated to substitute for or replace
the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
<PAGE>
Section 13.02. Amendments Relating to the Limited Guaranty.
-------------------------------------------
Notwithstanding Sections 12.01 or 13.01: (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 B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the then-
current rating assigned to the Class B Certificates by such rating agency and
(b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains, 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 13.02.
<PAGE>
EXHIBIT K
FORM OF LIMITED GUARANTY
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Pass-Through Certificates
Series 1996-KS2
, 199__
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
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 13.01 of the Pooling and Servicing
Agreement dated as of May 1, 1996 (the "Servicing Agreement"), among Residential
Asset Securities Corporation (the "Company"), Residential Funding and The First
National Bank of Chicago (the "Trustee") as amended by Amendment No. 1 thereto,
dated as of , with respect to the Mortgage Pass-Through Certificates,
Series 1996-KS2 (the "Certificates"); and
WHEREAS, pursuant to Section 13.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to
the ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in
------------------
the Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by
<PAGE>
Residential Funding to perform its Subordinate Certificate Loss Obligation when
and as the same arises from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 13.01(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 13.02 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.
<PAGE>
GENERAL MOTORS ACCEPTANCE CORPORATION
By:_______________________________________
Name:
Title:
Acknowledged by:
The First National Bank of Chicago,
as Trustee
By:
Name:
Title:
RESIDENTIAL ASSET SECURITIES CORPORATION
By:
Name:
Title:
<PAGE>
EXHIBIT L
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates, Series 1996-KS2,
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 May
1, 1996, 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
<PAGE>
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
EXHIBIT M
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to and covenants with the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of May 1, 1996 among Residential
Funding Corporation as Master Servicer, Residential Asset Securities
Corporation, as depositor, pursuant to Section 5.02 of the Agreement and The
First National Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is 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
<PAGE>
or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule
<PAGE>
144A Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, nor will it act,
nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant
to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provision of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of PTCE
95-60.]
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.
<PAGE>
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:__________________
<PAGE>
ANNEX 1 TO EXHIBIT M
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________/1/ 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.
----------------------------------
- --------------------------
/1/
Buyer must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
----------------
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
-------------
of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
-----------------
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
-------------------
State, its political subdivisions, or any agency or instrumentality of
the State or its political subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
----------
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under
------------------
the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by
----
the U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
----------------------------
company as defined in Section 202(a)(22) of the Investment Advisers Act
of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
----------
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
---------- ----------------
of issuers that are affiliated with the Buyer, (ii) 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.
<PAGE>
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:_____________________________
<PAGE>
ANNEX 2 TO EXHIBIT M
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned
in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
------------------------------
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
----------
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements
<PAGE>
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:
<PAGE>
EXHIBIT N
CERTIFICATE GUARANTY INSURANCE POLICY
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY ASSURANCE INC.
TRUST: Established pursuant to the Pooling and Servicing Agreement dated as
of May 1, 1996 among Residential Asset Securities Corporation, as
Depositor, Residential Funding Corporation, as Master Servicer, and
The First National Bank of Chicago, as Trustee
POLICY NO.:50464-N
CERTIFICATES: $95,439,541 Residential Asset Securities Corporation, Mortgage
Pass-Through Certificates, Series 1996-KS2, Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class R-I and Class R-II
DATE OF ISSUANCE: May 30, 1996
1. Definitions. For all purposes of this Policy, the terms specified
-----------
below shall have the meanings or constructions provided below. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
provided in the Pooling and Servicing Agreement unless the context shall
otherwise require.
"Business Day" means any day other than (i) a Saturday or Sunday, or (ii) a
------------
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois are authorized or
obligated by law or executive order to be closed.
"Guaranteed Distributions" means, with respect to each Distribution Date,
------------------------
the distribution to be made to the Holders of the Certificates on such
Distribution Date, in an aggregate amount equal to the sum of (i) one month's
interest on the Certificate Principal Balance of the Certificates at the related
Pass-Through Rate, net of any Prepayment Interest Shortfalls and any shortfalls
resulting from the application of the Relief Act to the Certificates, (ii) the
principal portion of any Realized Losses allocated to the Certificates and (iii)
if (but only if) such Distribution Date is the earlier of the Maturity Date or
the Final Distribution Date for a Class of the Certificates, the outstanding
Certificate Principal Balance of the Certificates of such Class (without
duplication of amounts included pursuant to clause (ii)), in each case in
accordance with the original terms of the Certificates when issued and without
regard to any amendment or modification of the Certificates or the Pooling and
Servicing Agreement which has not been consented to by Financial Security.
Guaranteed Distributions shall not include, nor shall coverage be provided under
this Policy in respect of, any taxes, withholding or other charge imposed by any
governmental authority.
<PAGE>
"Policy" means this Financial Guaranty Insurance Policy and includes each
------
endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and Servicing Agreement
-------------------------------
dated as of May 1, 1996 among Residential Asset Securities Corporation,
Residential Funding Corporation, and The First National Bank of Chicago.
"Receipt" and "Received" mean actual delivery to Financial Security and to
------- --------
the Fiscal Agent (as defined below), if any, at or prior to 12:00 noon, New York
City time, on a Business Day; delivery either on a day that is not a Business
Day, or after 12:00 noon, New York City time, shall be deemed to be Received on
the next succeeding Business Day. If any notice or certificate given hereunder
by the Trustee is not in proper form or is not properly completed, executed or
delivered, it shall be deemed not to have been Received, and Financial Security
or its Fiscal Agent shall promptly so advise the Trustee and the Trustee may
submit an amended notice.
"Term of This Policy" means the period from and including the Date of
-------------------
Issuance to and including the date on which the Certificate Principal Balance of
all of the Certificates is zero.
"Trustee" means The First National Bank of Chicago in its capacity as
-------
Trustee under the Pooling and Servicing Agreement and any successor in such
capacity.
2. Deletions from Policy. The second paragraph of the Financial Guaranty
---------------------
Insurance Policy to which this Endorsement relates (regarding Policy payments
subsequently avoided in whole or in part as a preference payment under
applicable law) is hereby deleted.
3. Notices and Conditions to Payment in Respect of Guaranteed
----------------------------------------------------------
Distributions. Following Receipt by Financial Security of a notice and
- -------------
certificate from the Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in respect
of Guaranteed Distributions out of the funds of Financial Security on the later
to occur of (a) 12:00 noon, New York City time, on the Business Day following
such Receipt; and (b) 12:00 noon, New York City time, on the Distribution Date
to which such claim relates. Payments due hereunder in respect of Guaranteed
Distributions will be disbursed by wire transfer of immediately available funds
to the Certificate Insurance Payments Account established pursuant to the
Pooling and Servicing Agreement or, if no such Certificate Insurance Payments
Account has been established, to the Trustee.
Financial Security shall be entitled to pay any amount hereunder in respect
of Guaranteed Distributions, including any acceleration payment, whether or not
any notice and certificate shall have been Received by Financial Security as
provided above. Financial Security shall be entitled to pay hereunder any
amount in respect of Guaranteed Distributions on an accelerated basis at any
time or from time to time, in whole or in part, prior to the scheduled date of
payment thereof. Guaranteed Distributions insured hereunder shall not include
interest, in respect of principal paid hereunder on an accelerated basis,
accruing from after the date of payment of such principal. Financial Security's
obligations hereunder in respect of Guaranteed Distributions shall be discharged
to the extent funds are disbursed by Financial Security as provided herein
whether or not such funds are properly applied by the Trustee.
<PAGE>
4. Governing Law. This Policy shall be governed by and construed in
-------------
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy, Financial
------------
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trustee at the notice address specified in the
Pooling and Servicing Agreement specifying the name and notice address of the
Fiscal Agent. From and after the date of receipt of such notice by the Trustee,
(i) copies of all notices and documents required to be delivered to Financial
Security pursuant to this Policy shall be simultaneously delivered to the Fiscal
Agent and to Financial Security and shall not be deemed Received until Received
by both and (ii) all payments required to be made by Financial Security under
this Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable
------------------
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent that such rights and
defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the Express Provisions of this
Policy.
7. Notices. All notices to be given hereunder shall be in writing
-------
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention: Senior Vice President
- Surveillance
Re: Residential Asset Securities Corporation, Mortgage Pass-
Through Certificates, Series 1996-KS2
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100
<PAGE>
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.
8. Priorities. In the event any term or provisions of the face of this
----------
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. 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 covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Holder shall surrender this Policy to
-------------------
Financial Security for cancellation upon expiration of the Term of this Policy.
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By: ______________________________
Authorized Officer
<PAGE>
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
-------------------------------
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of The First National Bank of
Chicago (the "Trustee"), hereby certifies to Financial Security Assurance Inc.
("Financial Security"), with reference to Financial Guaranty Insurance Policy
No. 50464-N dated May 30, 1996 (the "Policy") issued by Financial Security in
respect of the Residential Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 1996-KS2, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class R-I and Class R-II (the "Certificates"), that:
(i) The Trustee is the Trustee under the Pooling and Servicing
Agreement for the Holders.
(ii) The sum of all amounts on deposit (or scheduled to be on
deposit) in the Certificate Account and available for distribution to the
Holders of the Guaranteed Distributions pursuant to the Pooling and
Servicing Agreement will be $__________ (the "Shortfall") less than the
Guaranteed Distributions with respect to the Remittance Date occurring on
________________.
(iii) The Trustee is making a claim under the Policy for the
Shortfall to be applied to distributions of principal or interest or both
with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds from
Financial Security, it shall (a) hold such amounts in trust and apply the
same directly to the payment of Guaranteed Distributions on the
Certificates when due; (b) not apply such funds for any other purpose; (c)
not commingle such funds with other funds held by the Trustee and (d)
maintain an accurate record of such payments with respect to each
Certificate and the corresponding claim on the Policy and proceeds thereof
and, if the Certificate is required to be surrendered for such payment,
shall stamp on each such Certificate the legend "$[INSERT APPLICABLE
AMOUNT] paid by Financial Security and the balance hereof has been canceled
and reissued" and then shall deliver such Certificate to Financial
Security.
(v) The Trustee, on behalf of the Holders, hereby assigns to
Financial Security the rights of the Holders with respect to the
Certificates to the extent of any payments under the Policy, including,
without limitation, any amounts due to the Holders in respect
<PAGE>
of securities law violations arising from the offer and sale of the
Certificates. The foregoing assignment is in addition to, and not in
limitation of, rights of subrogation otherwise available to Financial
Security in respect of such payments. The Trustee shall take such action
and deliver such instruments as may be reasonably requested or required by
Financial Security to effectuate the purpose or provisions of this clause
(v).
(vi) The Trustee, on its behalf and on behalf of the Holders, hereby
appoints Financial Security as agent and attorney-in-fact for the Trustee
and each such Holder in any legal proceeding with respect to the
Certificates. The Trustee hereby agrees that, so long as a Financial
Security Default (as defined in the Pooling and Servicing Agreement) shall
not exist, Financial Security may at any time during the continuation of
any proceeding by or against the Depositor under the United States
Bankruptcy Code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding")
direct all matters relating to such Insolvency Proceeding. In addition, the
Trustee hereby agrees that Financial Security shall be subrogated to, and
the Trustee on its behalf and on behalf of each Holder, hereby delegates
and assigns, to the fullest extent permitted by law, the rights of the
Trustee and each Holder in the conduct of any Insolvency Proceeding,
including, without limitation, all rights of any party to an adversary
proceeding or action with respect to any court order issued in connection
with any such Insolvency Proceeding.
(vii) Payment should be made by wire transfer directed to [specify
the Insurance Account].
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.
<PAGE>
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice of
Claim and Certificate as of the _______ day of ______________, _____.
THE FIRST NATIONAL BANK OF CHICAGO
By:
Title:
- -----------------------------------------------------------------
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on _______________ by ________________________
Confirmation Number _____________________________
<PAGE>
EXHIBIT O
REPRESENTATIONS AND WARRANTIES
Capitalized terms used in this Exhibit, not defined in the Agreement
or herein shall have the meanings set forth in the Program Guide.
Residential Funding hereby 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:
I. IMMEDIATELY PRIOR TO THE DELIVERY OF THE MORTGAGE LOANS TO
THE
COMPANY, RESIDENTIAL FUNDING HAS GOOD TITLE TO, AND IS THE SOLE
OWNER OF, EACH
LOAN FREE AND CLEAR OF ANY MORTGAGE, PLEDGE, LIEN, SECURITY INTEREST,
CHARGE OR
OTHER ENCUMBRANCE, AND HAD FULL RIGHT AND AUTHORITY TO SELL AND
ASSIGN THE
MORTGAGE LOANS PURSUANT TO THE ASSIGNMENT AND ASSUMPTION
AGREEMENT.
II. THE PROCEEDS OF THE MORTGAGE LOAN HAVE BEEN FULLY
DISBURSED,
THERE IS NO REQUIREMENT FOR FUTURE ADVANCES THEREUNDER AND ANY
AND ALL
REQUIREMENTS AS TO COMPLETION OF ANY ON-SITE OR OFF-SITE
IMPROVEMENTS AND AS TO
DISBURSEMENTS OF ANY ESCROW FUNDS THEREFOR (INCLUDING ANY ESCROW
FUNDS HELD TO
MAKE MONTHLY PAYMENTS PENDING COMPLETION OF SUCH IMPROVEMENTS)
HAVE BEEN
COMPLIED WITH. ALL COSTS, FEES AND EXPENSES INCURRED IN MAKING,
CLOSING OR
RECORDING THE MORTGAGE LOANS WERE PAID.
III. THE BORROWER (INCLUDING ANY PARTY SECONDARILY LIABLE
UNDER
THE LOAN DOCUMENTS) HAS NO RIGHT OF SET-OFF, DEFENSE, COUNTERCLAIM
OR RIGHT OF
RESCISSION AS TO ANY LOAN DOCUMENT.
IV. RESIDENTIAL FUNDING AND ANY OTHER ORIGINATOR, SERVICER OR
OTHER PREVIOUS OWNER OF EACH MORTGAGE LOAN HAS OBTAINED ALL
LICENSES AND
EFFECTED ALL REGISTRATIONS REQUIRED UNDER ALL APPLICABLE LOCAL,
STATE AND
FEDERAL LAWS, REGULATIONS AND ORDERS, INCLUDING WITHOUT LIMITATION
TRUTH IN
LENDING AND DISCLOSURE LAWS, NECESSARY TO OWN OR ORIGINATE THE
MORTGAGE LOANS
(THE FAILURE TO OBTAIN SUCH LICENSES OR TO COMPLY WITH SUCH LAWS,
REGULATIONS
AND ORDERS WOULD MAKE SUCH MORTGAGE LOANS VOID OR VOIDABLE).
EACH MORTGAGE LOAN
WAS ORIGINATED IN COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL
LAWS,
INCLUDING, WITHOUT LIMITATION, TRUTH IN LENDING AND DISCLOSURE LAWS.
V. A POLICY OF TITLE INSURANCE, IN THE FORM AND AMOUNT THAT IS
IN
MATERIAL COMPLIANCE WITH THE PROGRAM GUIDE, WAS EFFECTIVE AS OF THE
CLOSING OF
EACH LOAN, IS VALID AND BINDING, AND REMAINS IN FULL FORCE AND EFFECT,
UNLESS
THE MORTGAGED PREMISES ARE LOCATED IN THE STATE OF IOWA AND AN
ATTORNEY'S
CERTIFICATE HAS BEEN PROVIDED AS DESCRIBED IN CLAUSE (k) OF THE
PROGRAM GUIDE.
NO CLAIMS HAVE BEEN MADE UNDER SUCH TITLE INSURANCE
<PAGE>
POLICY AND NO HOLDER OF THE RELATED MORTGAGE, INCLUDING
RESIDENTIAL FUNDING, HAS
DONE OR OMITTED TO DO ANYTHING WHICH WOULD IMPAIR THE COVERAGE OF
SUCH TITLE
INSURANCE POLICY.
VI. EACH MORTGAGE IS A VALID AND ENFORCEABLE FIRST LIEN ON THE
MORTGAGED PROPERTY SUBJECT ONLY TO (1) THE LIEN OF NONDELINQUENT
CURRENT REAL
PROPERTY TAXES AND ASSESSMENTS, (2) COVENANTS, CONDITIONS AND
RESTRICTIONS,
RIGHTS OF WAY, EASEMENTS AND OTHER MATTERS OF PUBLIC RECORD AS OF
THE DATE OF
RECORDING OF SUCH MORTGAGE, SUCH EXCEPTIONS APPEARING OF RECORD
BEING ACCEPTABLE
TO MORTGAGE LENDING INSTITUTIONS GENERALLY OR SPECIFICALLY
REFLECTED IN THE
APPRAISAL MADE IN CONNECTION WITH THE ORIGINATION OF THE RELATED
MORTGAGE LOAN,
AND (3) OTHER MATTERS TO WHICH LIKE PROPERTIES ARE COMMONLY SUBJECT
THAT DO NOT
MATERIALLY INTERFERE WITH THE BENEFITS OF THE SECURITY INTENDED TO
BE PROVIDED
BY SUCH MORTGAGE.
VII. ALL IMPROVEMENTS WHICH WERE CONSIDERED IN DETERMINING
THE
APPRAISED VALUE OF THE MORTGAGED PREMISES LIE WHOLLY WITHIN THE
BOUNDARIES AND
THE BUILDING RESTRICTION LINES OF THE MORTGAGED PREMISES, OR THE
POLICY OF TITLE
INSURANCE AFFIRMATIVELY INSURES AGAINST LOSS OR DAMAGE BY REASON
OF ANY
VIOLATION, VARIATION, ENCROACHMENT OR ADVERSE CIRCUMSTANCE THAT
EITHER IS
DISCLOSED OR WOULD HAVE BEEN DISCLOSED BY AN ACCURATE SURVEY.
VIII. THERE ARE NO DELINQUENT TAX OR DELINQUENT ASSESSMENT
LIENS
AGAINST THE MORTGAGED PREMISES, AND THERE ARE NO MECHANIC'S LIENS
OR CLAIMS FOR
WORK, LABOR OR MATERIAL OR ANY OTHER LIENS AFFECTING THE
MORTGAGED PREMISES,
WHICH ARE OR MAY BE A LIEN PRIOR TO, OR EQUAL WITH, THE LIEN OF THE
SECURITY
INSTRUMENT ASSIGNED TO RESIDENTIAL FUNDING, EXCEPT THOSE LIENS THAT
ARE INSURED
AGAINST BY THE POLICY OF TITLE INSURANCE AND DESCRIBED IN (v) ABOVE.
IX. EACH MORTGAGED PROPERTY IS FREE OF MATERIAL DAMAGE AND IS
IN
GOOD REPAIR.
X. THE IMPROVEMENTS UPON THE MORTGAGED PREMISES ARE INSURED
AGAINST LOSS BY FIRE AND OTHER HAZARDS AS REQUIRED BY THE PROGRAM
GUIDE,
INCLUDING FLOOD INSURANCE IF REQUIRED UNDER THE NATIONAL FLOOD
INSURANCE ACT OF
1968, AS AMENDED. THE SECURITY INSTRUMENT REQUIRES THE BORROWER TO
MAINTAIN
SUCH CASUALTY INSURANCE AT THE BORROWER'S EXPENSE, AND ON THE
BORROWER'S FAILURE
TO DO SO, AUTHORIZES THE HOLDER OF THE SECURITY INSTRUMENT TO OBTAIN
AND
MAINTAIN SUCH INSURANCE AT THE BORROWER'S EXPENSE AND TO SEEK
REIMBURSEMENT
THEREFORE FROM THE BORROWER.
<PAGE>
XI. THE APPRAISAL WAS MADE BY AN APPRAISER WHO MEETS THE
MINIMUM
QUALIFICATIONS FOR APPRAISERS AS SPECIFIED IN THE PROGRAM GUIDE.
XII. EACH NOTE AND SECURITY INSTRUMENT CONSTITUTES A LEGAL,
VALID
AND BINDING OBLIGATION OF THE BORROWER ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS
EXCEPT AS LIMITED BY BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAWS
AFFECTING
GENERALLY THE ENFORCEMENT OF CREDITORS' RIGHTS.
XIII. EACH MORTGAGE LOAN WAS ORIGINATED (1) BY A SAVINGS AND
LOAN
ASSOCIATION, SAVINGS BANK, COMMERCIAL BANK, CREDIT UNION, INSURANCE
COMPANY OR
SIMILAR INSTITUTION THAT IS SUPERVISED AND EXAMINED BY A FEDERAL OR
STATE
AUTHORITY, (2) BY A MORTGAGEE APPROVED BY THE SECRETARY OF HUD
PURSUANT TO
SECTIONS 203 AND 211 OF THE NATIONAL HOUSING ACT, AS AMENDED, OR (3) BY
A
MORTGAGE BROKER OR CORRESPONDENT LENDER IN A MANNER SUCH THAT
THE CERTIFICATES
WOULD QUALIFY AS "MORTGAGE RELATED SECURITIES" WITHIN THE MEANING
OF SECTION
3(a)(41) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
XIV. NO MORTGAGE LOAN IS SECURED BY A LEASEHOLD ESTATE.
XV. THE INFORMATION SET FORTH ON THE MORTGAGE LOAN SCHEDULE
WITH
RESPECT TO EACH MORTGAGE LOAN IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS.
XVI. NONE OF THE MORTGAGE LOANS ARE DELINQUENT IN PAYMENT OF
PRINCIPAL AND INTEREST BY ONE OR MORE MONTHS.
1. Thirty-five Mortgage Loans with a Loan-to-Value Ratio at
origination in excess of 80% representing 4.4% of the Mortgage Loans (and
representing 23.1% of such Mortgage Loans with Loan-to-Value Ratios in excess of
80%) are insured by a primary mortgage insurance policy covering the amount of
such Mortgage Loan in excess of 75%. The weighted average Loan-to-Value Ratio
with respect to the Mortgage Loans, by outstanding principal balance as of the
Cut-off Date, is 73.11%.
1. Each Mortgage Loan is covered by a standard hazard insurance
policy.
1. No more than approximately 0.7% of the Mortgage Loans, by
outstanding principal balance as of the Cut-off Date, are located in any one zip
code area in California and no more 0.7% of the Mortgage Loans are located in
any one zip code area outside California.
1. The Mortgage Rate on each Mortgage Loan will be fixed. No
Mortgage Loan is subject to negative amortization.
1. Approximately 23.9% of the Mortgage Loans by aggregate
principal
<PAGE>
balance as of the Cut-off Date are balloon Mortgage Loans.
1. With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the holder of the Mortgage Loan to the
trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor.
1. Approximately 6.95% of the Mortgaged Properties, by
outstanding principal balance as of the Cut-off Date, are units in detached
planned unit developments, approximately 0.31% of the Mortgaged Properties, by
outstanding principal balance as of the Cut-off Date, are units in attached
planned unit developments and approximately 0.73% of the Mortgaged Properties,
by outstanding principal balance as of the Cut-off Date are townhouses. Each
Mortgage Loan is suitable for year-round occupancy. Approximately 2.65% of the
Mortgaged Properties, by outstanding principal balance as of the Cut-off Date,
are condominium units. Approximately 0.35% of the Mortgage Loans, by outstanding
principal balance as of the Cut-off Date, are Modular Homes. Approximately 6.42%
of the Mortgage Loans, by outstanding principal balance as of the Cut-off Date,
are secured by two-to-four family dwelling units. Approximately 82.59% of the
Mortgage Loans by outstanding principal balance as of the Cut-off Date are
secured by detached one-family dwelling units.
1. Approximately 90.76% of the Mortgage Loans, by outstanding
principal balance as of the Cut-off Date, are secured by the owner's primary
residence. Approximately 1.49% of the Mortgage Loans, by outstanding principal
balance as of the Cut-off Date, are secured by the owner's second or vacation
residence. Approximately 7.75% of the Mortgage Loans by outstanding principal
balance as of the Cut-off Date, are secured by a non-owner occupied residence.
1. The average outstanding principal balance of the Mortgage
Loans at origination was approximately $103,712 and no Mortgage Loan at
origination had a principal balance of less than $10,000 or more than $650,000.
1. Any escrow arrangements established with respect to any
Mortgage Loan are in compliance with all applicable local, state and federal
laws and are in compliance with the terms of the related Mortgage Note.
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
1996-KS2
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT
LOAN # BALANCE RATE FRACTION
141561 49,078.43 6.681 16.2781954887%
146996 99,891.06 6.806 14.7117794486%
144068 57,943.30 7.056 11.5789473684%
147129 95,044.48 7.056 11.5789473684%
147217 326,303.12 7.056 11.5789473684%
143849 151,242.42 7.181 10.0125313283%
147028 161,669.68 7.181 10.0125313283%
147316 191,937.51 7.181 10.0125313283%
147027 23,789.62 7.256 9.0726817043%
145152 73,570.86 7.306 8.4461152882%
146235 135,804.31 7.306 8.4461152882%
142109 68,110.12 7.431 6.8796992481%
143700 250,397.51 7.431 6.8796992481%
148637 59,828.52 7.431 6.8796992481%
142485 309,662.27 7.556 5.3132832080%
143983 136,375.69 7.556 5.3132832080%
145889 82,586.61 7.556 5.3132832080%
147026 34,949.05 7.556 5.3132832080%
147084 294,747.31 7.556 5.3132832080%
147879 372,872.91 7.556 5.3132832080%
148968 86,641.16 7.556 5.3132832080%
142057 100,600.54 7.681 3.7468671679%
142370 106,053.22 7.681 3.7468671679%
143243 93,669.53 7.681 3.7468671679%
143839 397,006.95 7.681 3.7468671679%
144903 95,189.38 7.681 3.7468671679%
145007 164,086.70 7.681 3.7468671679%
146651 55,930.12 7.681 3.7468671679%
146922 84,454.80 7.681 3.7468671679%
147258 64,635.36 7.681 3.7468671679%
148194 37,893.79 7.681 3.7468671679%
146964 52,369.45 7.731 3.1203007519%
141995 281,084.29 7.761 2.7443609023%
143220 157,299.00 7.806 2.1804511278%
143604 49,413.27 7.806 2.1804511278%
143797 129,354.06 7.806 2.1804511278%
144502 66,503.03 7.806 2.1804511278%
145064 199,298.07 7.806 2.1804511278%
146067 202,778.14 7.806 2.1804511278%
146405 77,905.17 7.806 2.1804511278%
146447 107,403.03 7.806 2.1804511278%
146559 45,416.70 7.806 2.1804511278%
146858 158,110.08 7.806 2.1804511278%
147098 215,485.60 7.806 2.1804511278%
147474 52,436.16 7.806 2.1804511278%
147976 194,624.40 7.806 2.1804511278%
148995 79,902.73 7.806 2.1804511278%
148995 104,372.95 7.806 2.1804511278%
149032 78,752.26 7.806 2.1804511278%
141909 102,187.39 7.931 0.6140350877%
142257 387,263.36 7.931 0.6140350877%
142402 88,109.23 7.931 0.6140350877%
142450 89,183.29 7.931 0.6140350877%
143245 252,201.42 7.931 0.6140350877%
143318 58,445.71 7.931 0.6140350877%
147055 94,830.48 7.931 0.6140350877%
148000 237,717.96 7.931 0.6140350877%
148609 138,917.93 7.931 0.6140350877%
148864 102,578.28 7.931 0.6140350877%
148873 86,896.89 7.931 0.6140350877%
148968 291,653.96 7.931 0.6140350877%
$8,444,460.62 4.1756169620%
<PAGE>
EXHIBIT Q
SCHEDULE OF HIGH COST LOANS
RFC LOAN
NUMBER
- --------
1462926
1462949
1469216
1469788
1470056
1478397
1479448
1479449
1479466
1479486
1479491
1480004
1480190
1480303
1480331
1480375
1480394
1480789
1480855
1480861
1482202
1482222
1482225
1482229
1482230
1482232
1482234
1482235
1482247
1482296
1482399
1487747
1490018
1490423
1490935
TOTAL NUMBER OF LOANS: 35
