SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 29, 1996
Residential Accredit Loans, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-8733 51-0368240
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Exhibit Index located on page 4.
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Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies) - The following
execution copies of Exhibits to the Form S-3
Registration Statement of the Registrant are
hereby filed:
Sequentially
Exhibit Numbered
Number Exhibit
Page
10.2 Certificate Guaranty Insurance Policy issued by AMBAC
Indemnity Corporation in connection with the
Residential Accredit Loans, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series
1996-QS6, Class A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL ACCREDIT LOANS, INC.
By: /s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Dated: August 29, 1996
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INDEX OF EXHIBITS
Exhibit Description Page
10.2 Certificate Guaranty Insurance Policy issued
by AMBAC Indemnity Corporation in connection
with the Residential Accredit Loans, Inc.,
Mortgage Asset-Backed Pass-Through Certificates,
Series 1996-QS6, Class A.
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Exhibit 10.2
Certificate Guaranty Insurance Policy
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AMBAC
AMBAC Indemnity Corporation
c/o CT Corporation Systems
44 East Mifflin Street
Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Certificate Guaranty Insurance Policy
Insured Obligations: Residential Accredit Loans, Inc. Policy Number: AB0077BE
Mortgage Asset-Backed Pass-Through Certificates,
Series 1996-QS6, Class A Premium: 0.11% per annum, calculated as set
forth in the Certificate Guaranty Insurance Policy Endorsement attached
hereto
AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.
AMBAC will make such payments to the Trustee from its own funds on the later of
(a) one (1) Business Day following notification to AMBAC of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to AMBAC, transferring to AMBAC
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. AMBAC shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, AMBAC shall have no further obligation hereunder in respect
of such Insured Amounts.
In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from AMBAC to the extent of such recovery if sufficient
funds are not otherwise available.
This Policy is noncancelable by AMBAC for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of AMBAC, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, AMBAC hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to AMBAC, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.
In witness whereof, AMBAC has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon AMBAC by virtue
of the countersignature of its duly authorized representative.
/s/ Philip Lassiter /s/ Stephen D. Cooke
President Secretary
/s/ Karl T. Molin
Effective Date: August 29, 1996 Authorized Representative
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EXECUTION VERSION
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy #AB0077BE August 29, 1996
issued to:
The First National Bank of Chicago,
as Trustee on behalf of, and for the benefit of the Holders of,
the Mortgage Asset-Backed Class A
Pass-Through Certificates, Series 1996-QS6
as Issued pursuant to the Agreement
For all purposes of this Policy, the following terms shall have the
following meanings:
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
August 1, 1996 among Residential Accredit Loans, Inc., as company, Residential
Funding Corporation, as master servicer, and the Trustee, as trustee, without
regard to any amendment or supplement thereto.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City or in the city in which the
corporate trust office of the Trustee under the Agreement or the Insurer is
located are authorized or obligated by law or executive order to close.
"Deficiency Amount" shall mean, with respect to the Class A
Certificates, as of any Distribution Date (i) any shortfall in amounts available
in the Certificate Account to pay interest for the related Interest Accrual
Period on the Certificate Principal Balance of the Class A Certificates at the
then applicable Pass-Through Rate, net of any Prepayment Interest Shortfalls,
any interest shortfalls relating to the Relief Act and any Unpaid Interest
Shortfalls allocated to the Class A Certificates, (ii) the principal portion of
any Realized Loss allocated to the Class A Certificates and (iii) the
Certificate Principal Balance of the Class A Certificates to the extent unpaid
on the Final Distribution Date or earlier termination of the Trust Fund pursuant
to the terms of the Agreement.
"Due for Payment" shall mean the Distribution Date on which Insured
Amounts are due.
"Final Distribution Date" shall mean the Distribution Date in August
25, 2026.
"First Distribution Date" shall mean September 25, 1996.
"Holder" shall mean any person who is the registered owner or
beneficial owner of any of the Class A Certificates.
"Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time) dated as of
August 29, 1996, by and among the Insurer, Residential Funding Corporation, as
seller of the Mortgage Loans to the Company and as Master Servicer, the Company
and The First National Bank of Chicago as Trustee.
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"Insurance Policy" or "Policy" shall mean this Certificate Guaranty
Insurance Policy together with each and every endorsement hereto.
"Insured Amounts" shall mean, with respect to any Distribution Date,
the Deficiency Amount for such Distribution Date.
"Insured Obligations" shall mean the Class A Certificates.
"Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.
"Insurer" shall mean AMBAC Indemnity Corporation, or any successor
thereto, as issuer of the Insurance Policy.
"Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank, N.A.), and (ii)
the then applicable rate of interest on the Class A Certificates and (b) the
maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days for any Distribution Date
"Nonpayment" shall mean, with respect to any Distribution Date, a
Deficiency Amount owing in respect of such Distribution Date.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Trustee specifying the Insured Amount which shall be
due and owing on the applicable Distribution Date.
"Premium Percentage" shall mean 0.11 % per annum.
"Reimbursement Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer
has not been reimbursed prior to such Distribution Date pursuant to Section 4.02
of the Agreement, plus (ii) interest accrued thereon, calculated at the Late
Payment Rate from the date the Trustee received the related Insured Payments,
and (y) (i) any other amounts then due and owing to the Insurer under the
Insurance Agreement, but for which the Insurer has not been reimbursed prior to
such Distribution Date pursuant to Section 4.02 of the Agreement, plus (ii)
interest on such amounts at the Late Payment Rate.
"Trustee" shall mean, for the purposes of the Policy, The First
National Bank of Chicago, or any successor thereto under the Agreement.
Capitalized used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement.
AMBAC hereby agrees that if, as of any Distribution Date, it has become
subrogated to the rights of Holders by virtue of a previous payment under this
Policy, no recovery of such payment will occur unless the full amount of the
Holders' allocable distributions for such Distribution Date can be made. In so
doing, AMBAC does not waive its rights to seek full payment of all Reimbursement
Amounts owed to it under the Agreement.
As provided by the Policy, the Insurer will pay any amount payable
hereunder no later than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Deficiency Amount is due or the Business
Day following receipt in New York, New York on a Business Day by the Insurer of
a Notice; provided that, if such Notice is received after 12:00 noon, New York
City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice is not in proper form or is otherwise
insufficient for the purpose of making claim under the Policy, it shall be
deemed not to have been received for purposes of this paragraph, and the Insurer
shall promptly so advise the Trustee and the Trustee may submit an amended
Notice.
The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy on each Distribution Date as
provided in Section 4.01(b) of the Agreement, beginning with the First
Distribution Date, in an amount equal to 1/12th of the product of (i) the
Premium Percentage and (ii) the aggregate Certificate Principal Balance of the
Class A Certificates on the prior Distribution Date (after giving effect to any
distributions to be made on such Distribution Date); provided that on the First
Distribution Date, the premium will be equal to
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1/12th of the product of the (i) Premium Percentage and (ii) aggregate
Certificate Principal Balance of the Class A Certificates as of the Cut-off
Date.
The insurance provided by the Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
The Policy to which this Endorsement is attached and of which it forms
a part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of AMBAC.
This Policy does not cover shortfalls, if any, attributable to the liability of
the Trust Fund, the REMIC or the Trustee for withholding taxes, if any
(including interest and penalties in respect of any such liability).
Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is issued under and pursuant to, and shall be construed
under, the laws of the State of Illinois (without giving effect to the conflict
of laws provisions thereof).
IN WITNESS WHEREOF, AMBAC has caused this Endorsement to the Policy to
be signed by its duly authorized officers.
Vice President Assistant Secretary
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EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0071BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [ ]
AMBAC INDEMNITY CORPORATION
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No.#AB0077BE
(the "Policy") issued by AMBAC Indemnity Corporation ("AMBAC"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Agreement, as the case may be, unless the context
otherwise requires.
The Trustee hereby certifies as follows:
1.The Trustee is the Trustee under the Agreement for the Class A Certificates.
2.The relevant Distribution Date or Final Distribution Date is [date].
3.Payment on the Class A Certificates in respect of the Distribution Date
is due to be received on ____________________________ under the
Agreement, in an amount equal to $_____________________.
[3The amount to be paid to the Holders of the Class A Certificates on the Final
Distribution Date is $----------.]
4.There is a Deficiency Amount of $__________________ in respect of the Class A
Certificates, which amount is an Insured Amount pursuant to the terms of the
Agreement.
5.The sum of $__________________ is the Insured Amount that is Due
for Payment.
6.The Trustee has not heretofore made a demand for the Insured Amount in respect
of the Distribution Date.
7.The Trustee hereby requests the payment of the Insured Amount
that is Due for Payment be made by AMBAC under the Policy and
directs that payment under the Policy be made to the following
account by bank wire transfer of federal or other immediately
available funds in accordance with the terms of the Policy to:
[The First National Bank of Chicago
ABA # [[_____________]]
Acct # [[_____________]]
FBO: RALI 1996-QS6]
[Trustee's account number.]
8.The Trustee hereby agrees that, following receipt of the
Insured Amount from AMBAC, it shall (a) hold such amounts in
trust and apply the same directly to the distribution of
payment on the Class A Certificates when due; (b) not apply
such funds for any other purpose; (c) deposit such funds to
the Certificate Account and not commingle such funds with
other funds held by the Trustee and (d) maintain an accurate
record of such payments with respect to the Class A
Certificates and the corresponding claim on the Policy and
proceeds thereof.
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[Name of Trustee]
By:
Title:
(Officer)
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