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 31, 1996
SOUTHERN PACIFIC SECURED ASSETS CORP. (as seller under a Pooling and Servicing
Agreement dated as of May 8, 1996 providing for, inter alia, the issuance of
Mortgage Pass- Through Certificates, Series 1996-2)
SOUTHERN PACIFIC SECURED ASSETS CORP.
(Exact name of registrant as specified in its charter)
CALIFORNIA 333-3197 33-0659688
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Centerpointe Drive, Suite 500
LAKE OSWEGO, OREGON 97035
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (503) 684-4700
<PAGE>
-2-
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 8,
1996 among Southern Pacific Secured Assets Corp. as company, Advanta Mortgage
Corp. USA, as master servicer, and Bankers Trust Company of California, N.A., as
trustee.
<PAGE>
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.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ Gary Palmer
------------------------------
Name: Gary Palmer
Title: Director
Dated: May 31, 1996
<PAGE>
-4-
EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description Page
- ------ ----------- ------------- ----
1 4 Pooling and Servicing 5
Agreement
================================================================================
EXHIBIT 4
SOUTHERN PACIFIC SECURED ASSETS CORP.
Company,
and
ADVANTA MORTGAGE CORP. USA
Master Servicer
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
Trustee
-----------------------
POOLING AND SERVICING AGREEMENT
Dated as of May 8, 1996
-----------------------
Mortgage Pass-Through Certificates
Series 1996-2
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS............................... 2
Section 1.01 Certain Defined Terms............................. 2
Accepted Servicing Practices........................................ 2
Account ........................................................... 2
Accrual Period...................................................... 2
Addition Notice..................................................... 2
Advanta ........................................................... 2
Affiliate........................................................... 2
Agreement........................................................... 2
Amortized Group I Subordinated Amount Requirement................... 2
Amortized Group II Subordinated Amount Requirement................. 2
Appraised Value..................................................... 3
Assignment Of Mortgage.............................................. 3
Authorized Denominations............................................ 3
Available Funds Shortfall........................................... 3
Balloon Mortgage Loan............................................... 3
Balloon Payment..................................................... 3
Business Day........................................................ 3
Certificate......................................................... 3
Certificate Account................................................. 3
Certificateholder or Holder......................................... 3
Certificate Insurance Payments Account.............................. 4
Certificate Insurance Policy........................................ 4
Certificate Insurer................................................. 4
Certificate Insurer Default......................................... 4
Certificate Principal Balance....................................... 4
Certificate Register................................................ 4
Civil Relief Act.................................................... 4
Civil Relief Act Interest Shortfall................................. 4
Class A Certificate................................................. 5
Class A Certificateholder........................................... 5
Class A-1 Certificate............................................... 5
Class A-2 Certificate............................................... 5
Class A-3 Certificate............................................... 5
Class A-4 Certificate............................................... 5
Class A-5 Certificate............................................... 5
Class A-6 Certificate............................................... 5
Class I S Certificate............................................... 6
Class II S Certificate.............................................. 6
Class R Certificate................................................. 6
<PAGE>
Class R Certificateholder........................................... 6
Class S Certificate................................................. 6
Class S Certificateholder........................................... 6
Pass-Through Rate................................................... 6
Closing Date........................................................ 6
Code ........................................................... 6
Collection Account.................................................. 6
Combined Loan-to-Value Ratio........................................ 7
Commission.......................................................... 7
Company ........................................................... 7
Compensating Interest............................................... 7
Curtailment......................................................... 7
Custodian........................................................... 7
Cut-off Date........................................................ 7
DCR ........................................................... 7
Debt Service Reduction.............................................. 7
Deficient Valuation................................................. 7
Deleted Mortgage Loan............................................... 7
Delinquent.......................................................... 7
Depository.......................................................... 8
Direct Participant.................................................. 8
Disqualified Organization........................................... 8
Distribution Date................................................... 8
Due Date ........................................................... 8
Due Period.......................................................... 8
Eligible Account.................................................... 8
ERISA ........................................................... 9
Event Of Default.................................................... 9
FDIC ........................................................... 9
FHLMC ........................................................... 9
FNMA ........................................................... 9
Foreclosure Profits................................................. 9
Funding Period...................................................... 9
GAAP ........................................................... 9
Gross Margin........................................................ 9
Group I Available Funds............................................. 9
Group II Available Funds............................................ 9
Group I Certificate Account......................................... 9
Group II Certificate Account........................................ 10
Group I Certificate Insurance Policy................................ 10
Group II Certificate Insurance Policy............................... 10
Group I Certificates................................................ 10
Group II Certificates............................................... 10
Group I Class A Available Funds Pass-Through Rate................... 10
Group II Class A Available Funds Pass-Through Rate.................. 10
Group I Class A Carry-Forward Amount................................ 10
Group II Class A Carry-Forward Amount............................... 10
Group I Class A Certificates........................................ 11
ii
<PAGE>
Group II Class A Certificates....................................... 11
Group I Class A Interest Distribution Amount........................ 11
Group II Class A Interest Distribution Amount....................... 11
Group I Class A Pass-Through Rate................................... 11
Group II Class A Pass-Through Rate.................................. 12
Group I Class A Principal Distribution Amount....................... 12
Group II Class A Principal Distribution Amount...................... 13
Group I Excess Subordinated Amount.................................. 14
Group II Excess Subordinated Amount................................. 14
Group I Insured Distribution Amount................................. 14
Group II Insured Distribution Amount................................ 14
Group I Interest Coverage Account................................... 14
Group II Interest Coverage Account.................................. 14
Group I Loans....................................................... 14
Group II Loans...................................................... 14
Group I Net Monthly Excess Cashflow................................. 14
Group II Net Monthly Excess Cashflow................................ 15
Group I Pool Principal Balance...................................... 15
Group II Pool Principal Balance..................................... 15
Group I Pre-Funded Amount........................................... 15
Group II Pre-Funded Amount.......................................... 15
Group I Pre-Funding Account......................................... 15
Group II Pre-Funding Account........................................ 15
Group I Principal Remittance Amount................................. 15
Group II Principal Remittance Amount................................ 15
Group I Reimbursement Amount........................................ 15
Group II Reimbursement Amount....................................... 16
Group I Required Subordinated Amount................................ 16
Group II Required Subordinated Amount............................... 17
Group I Subordinated Amount......................................... 17
Group II Subordinated Amount........................................ 18
Group I Subordination Deficiency Amount............................. 18
Group II Subordination Deficiency Amount............................ 18
Group I Subordination Deficit....................................... 18
Group II Subordination Deficit...................................... 18
Group I Subordination Increase Amount............................... 18
Group II Subordination Increase Amount.............................. 18
Group I Subordination Reduction Amount.............................. 19
Group II Subordination Reduction Amount............................. 19
Index ........................................................... 19
Indirect Participant................................................ 19
Initial Group I Loan................................................ 19
Initial Group II Loan............................................... 19
Initial Group I Specified Subordinated Amount....................... 19
Initial Group II Specified Subordinated Amount...................... 19
Initial Mortgage Loan............................................... 19
Insurance Agreement................................................. 19
Insurance Proceeds.................................................. 19
Insured Payment..................................................... 19
Interest Coverage Account........................................... 20
iii
<PAGE>
Interest Coverage Addition.......................................... 20
Interest Coverage Amount............................................ 20
Interest Determination Date......................................... 20
Lifetime Cap........................................................ 20
Lifetime Floor...................................................... 20
Liquidated Loan Loss................................................ 20
Liquidated Mortgage Loan............................................ 21
Liquidation Expenses................................................ 21
Liquidation Proceeds................................................ 21
Loan Repurchase Price............................................... 21
Loan-to-Value Ratio or LTV.......................................... 21
London Business Day................................................. 21
Majority Certificateholders......................................... 21
Master Servicer..................................................... 21
Master Servicer Remittance Amount................................... 21
Master Servicer Remittance Date..................................... 22
Monthly Payment..................................................... 22
Moody's ........................................................... 22
Mortgage ........................................................... 22
Mortgage File....................................................... 22
Mortgage Impairment Insurance Policy................................ 22
Mortgage Interest Rate.............................................. 23
Mortgage Loan....................................................... 23
Mortgage Loan Group................................................. 23
Mortgage Loan Interest Shortfall.................................... 23
Mortgage Loan Schedule.............................................. 23
Mortgage Note....................................................... 25
Mortgaged Property.................................................. 25
Mortgagor........................................................... 25
Net Foreclosure Profits............................................. 25
Net Liquidation Proceeds............................................ 25
Net Mortgage Interest Rate.......................................... 25
Net REO Proceeds.................................................... 25
Nonrecoverable Advances............................................. 25
Non-United States Person............................................ 25
Notional Amount..................................................... 26
Oceanmark Loan...................................................... 26
Officer's Certificate............................................... 26
One-Month LIBOR..................................................... 26
Opinion of Counsel.................................................. 26
Original Group I Pool Principal Balance............................. 26
Original Group II Pool Principal Balance............................ 27
Original Certificate Principal Balance.............................. 27
Original Pool Principal Balance..................................... 27
Original Pre-Funded Amount.......................................... 27
Outstanding Mortgage Loan........................................... 27
Ownership Interest.................................................. 27
Owner-Occupied Mortgaged Property................................... 27
Percentage Interest................................................. 27
Periodic Advance.................................................... 27
iv
<PAGE>
Periodic Cap........................................................ 28
Permitted Investments............................................... 28
Permitted Transferee................................................ 29
Person ........................................................... 29
Plan ........................................................... 29
Policy Business Day................................................. 29
Pool Principal Balance.............................................. 29
Pool Strip Rate..................................................... 29
Preference Amount................................................... 29
Preference Claim.................................................... 29
Pre-Funding Account................................................. 30
Premium Amount...................................................... 30
Premium Percentage.................................................. 30
Prepayment Assumption............................................... 30
Prepayment Interest Shortfall....................................... 30
Principal Balance................................................... 30
Principal Prepayment in Full........................................ 30
Purchase Agreement.................................................. 31
Qualified Mortgage.................................................. 31
Qualified Substitute Mortgage Loan.................................. 31
Rate Adjustment Date................................................ 31
Rating Agency....................................................... 31
Record Date......................................................... 31
Reference Banks..................................................... 31
Released Mortgaged Property Proceeds................................ 32
REMIC ........................................................... 32
REMIC Provisions.................................................... 32
REO Acquisition..................................................... 32
REO Disposition..................................................... 32
REO Mortgage Loan................................................... 32
REO Proceeds........................................................ 32
REO Property........................................................ 32
Representation Letter............................................... 32
Request for Release................................................. 32
Reserve Interest Rate............................................... 32
Residential Dwelling................................................ 33
Responsible Officer................................................. 33
S&P ........................................................... 33
Second Mortgage Loan................................................ 33
Seller ........................................................... 33
Senior Mortgage Loan................................................ 33
Servicing Account................................................... 33
Servicing Advances.................................................. 33
Servicing Compensation.............................................. 33
Servicing Fee....................................................... 33
Servicing Officer................................................... 34
Special Deposit..................................................... 34
SPFC Loan........................................................... 34
Startup Day......................................................... 34
Subsequent Cut-off Date............................................. 34
v
<PAGE>
Subsequent Mortgage Loan............................................ 34
Subsequent Transfer Date............................................ 34
Subsequent Transfer Instrument...................................... 34
Subservicer......................................................... 34
Subservicing Agreement.............................................. 34
Substitution Adjustment............................................. 34
Tax Matters Person.................................................. 35
Tax Return.......................................................... 35
Transfer ........................................................... 35
Transfer Affidavit And Agreement.................................... 35
Transferee.......................................................... 35
Transferor.......................................................... 35
Trustee ........................................................... 35
Trustee Fee......................................................... 35
Trustee Remittance Report........................................... 35
Trust Fund.......................................................... 35
12 Month Loss Amount................................................ 36
UCC ........................................................... 36
UCC Financing Statement............................................. 36
Underwriter......................................................... 36
Underwriting Guidelines............................................. 36
United States Person................................................ 36
Unpaid REO Amortization............................................. 36
Section 1.02 Provisions of General Application................. 36
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES.................... 38
Section 2.01 Conveyance of Mortgage Loans; Special Deposit; Priority and
Subordination of Ownership
Interests.................................................. 38
Section 2.02 Possession of Mortgage Files; Access
to Mortgage Files.......................................... 39
Section 2.03 Delivery of Mortgage Loan Documents and Certificate Insurance
Policy..................................................... 40
Section 2.04 Acceptance by Trustee of the Trust Fund; Certain
Substitutions; Certification by
Trustee.................................................... 41
Section 2.05 Execution of Certificates.................................. 43
Section 2.06 Further Action Evidencing
Assignments................................................ 44
Section 2.07 [Reserved]................................................. 44
Section 2.08 Conveyance of the Subsequent Mortgage
Loans...................................................... 44
vi
<PAGE>
ARTICLE III
REPRESENTATIONS AND WARRANTIES...................... 47
Section 3.01 Representations of the Master
Servicer................................................... 47
Section 3.02 Representations, Warranties and Covenants of the
Company.................................................... 48
Section 3.03 Purchase and Substitution.................................. 49
ARTICLE IV
THE CERTIFICATES...................................... 51
Section 4.01 The Certificates........................................... 51
Section 4.02 Registration of Transfer and Exchange of
Certificates............................................... 51
Section 4.03 Mutilated, Destroyed, Lost or Stolen
Certificates............................................... 56
Section 4.04 Persons Deemed Owners...................................... 56
ARTICLE V
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS........... 58
Section 5.01 Appointment of the Master Servicer........................ 58
Section 5.02 Subservicing Agreements Between the Master Servicer and
Subservicers............................................... 59
Section 5.03 Collection of Certain Mortgage Loan Payments; Collection
Account.................................................... 60
Section 5.04 Permitted Withdrawals from the Collection
Account.................................................... 62
Section 5.05 Payment of Taxes, Insurance and Other
Charges.................................................... 64
Section 5.06 Maintenance of Casualty Insurance................. 64
Section 5.07 Maintenance of Mortgage Impairment Insurance
Policy..................................................... 65
Section 5.08 Fidelity Bond; Errors and Omissions
Policy..................................................... 65
Section 5.09 Collection of Taxes, Assessments and Other Items; Servicing
Account.................................................... 66
Section 5.10 Periodic Filings with the Securities and Exchange Commission;
Additional
Information................................................ 66
Section 5.11 Enforcement of Due-on-Sale Clauses; Assumption
Agreements................................................. 67
Section 5.12 Realization upon Defaulted Mortgage
Loans...................................................... 67
Section 5.13 Trustee to Cooperate; Release of Mortgage
Files...................................................... 70
vii
<PAGE>
Section 5.14 Servicing Fee; Servicing
Compensation............................................... 71
Section 5.15 Reports to the Trustee and the Company; Collection Account
Statements................................................. 71
Section 5.16 Annual Statement as to Compliance................. 72
Section 5.17 Annual Independent Public Accountants' Servicing
Report..................................................... 72
Section 5.18 Optional Purchase of Defaulted Mortgage
Loans...................................................... 72
Section 5.19 Reports to be Provided by the Master
Servicer................................................... 73
Section 5.20 Adjustment of Servicing Compensation in Respect of Prepaid
Mortgage Loans............................................. 73
Section 5.21 Periodic Advances................................. 73
Section 5.22 Third Party Claims................................ 74
Section 5.23 Maintenance of Corporate Existence and Licenses; Merger or
Consolidation of the Master
Servicer................................................... 74
Section 5.24 Assignment of Agreement by Master Servicer; Master Servicer
Not to Resign.............................................. 74
Section 5.25 Information Reports to be Filed by the Master
Servicer................................................... 74
ARTICLE VI
DISTRIBUTIONS AND PAYMENTS............... 75
Section 6.01 Establishment of Certificate Accounts; Deposits to the
Certificate
Accounts................................................... 75
Section 6.02 Permitted Withdrawals From the Certificate
Accounts................................................... 75
Section 6.03 Collection of Money............................... 76
Section 6.04 The Certificate Insurance Policy.................. 76
Section 6.05 Distributions..................................... 78
Section 6.06 Investment of Accounts............................ 81
Section 6.07 Reports by Trustee................................ 81
Section 6.08 Additional Reports by Trustee..................... 84
Section 6.09 Compensating Interest............................. 84
Section 6.10 Effect of Payments by the Certificate Insurer;
Subrogation................................................ 84
Section 6.11 Allocation of Liquidated Loan
Losses..................................................... 85
Section 6.12 Pre-Funding Account............................... 85
Section 6.13 Interest Coverage Accounts........................ 86
ARTICLE VII
DEFAULT........................ 89
Section 7.01 Events of Default................................. 89
viii
<PAGE>
Section 7.02 Trustee to Act; Appointment of
Successor.................................................. 91
Section 7.03 Waiver of Defaults................................ 92
Section 7.04 Mortgage Loans, Trust Fund and Accounts Held for Benefit of
the Certificate
Insurer.................................................... 93
ARTICLE VIII
TERMINATION...................... 94
Section 8.01 Termination....................................... 94
Section 8.02 Additional Termination
Requirements............................................... 95
Section 8.03 Accounting Upon Termination of Master
Servicer................................................... 96
ARTICLE IX
CONCERNING THE TRUSTEE................. 97
Section 9.01 Duties of Trustee................................. 97
Section 9.02 Certain Matters Affecting the Trustee............. 98
Section 9.03 Trustee Not Liable for Certificates or Mortgage
Loans............................................. 99
Section 9.04 Trustee May Own .................................. 99
Section 9.05 Payment of Trustee's Fees......................... 99
Section 9.06 Eligibility Requirements for Trustee.............. 100
Section 9.07 Resignation and Removal of the Trustee............ 100
Section 9.08 Successor Trustee................................. 101
Section 9.09 Merger or Consolidation of Trustee................ 102
Section 9.10 Appointment of Co-Trustee or Separate
Trustee........................................... 102
ARTICLE X
REMIC PROVISIONS.................... 104
Section 10.01 REMIC Administration.............................. 104
Section 10.02 Prohibited Transactions and
Activities........................................ 107
Section 10.03 Master Servicer and Trustee
Indemnification................................... 107
ARTICLE XI
MISCELLANEOUS PROVISIONS................ 109
Section 11.01 Limitation on Liability of the Company and the Master
Servicer.......................................... 109
Section 11.02 Acts of Certificateholders........................ 109
Section 11.03 Amendment......................................... 110
ix
<PAGE>
Section 11.04 Recordation of Agreement.......................... 111
Section 11.05 Notices........................................... 111
Section 11.06 Severability of Provisions........................ 112
Section 11.07 Counterparts...................................... 112
Section 11.08 Successors and Assigns............................ 112
Section 11.09 Headings.......................................... 112
Section 11.10 The Certificate Insurer Default................... 112
Section 11.11 Third Party Beneficiary........................... 112
Section 11.12 Intent of the Parties............................. 112
Section 11.13 Notice to Rating Agencies and
Certificateholder................................. 113
Section 11.14 GOVERNING LAW..................................... 113
Exhibit A-1 Group I Certificate Insurance Policy
Exhibit A-2 Group II Certificate Insurance Policy
Exhibit B-1 Form of Class A and Class S Certificate
Exhibit B-2 Form of Class R Certificate
Exhibit C Mortgage File
Exhibit D-1 Mortgage Loan Schedule for Loan Group I
Exhibit D-2 Mortgage Loan Schedule for Loan Group II
Exhibit E Trustee's Acknowledgment of Receipt
Exhibit F Initial Certification of Trustee
Exhibit G Final Certification of the Trustee
Exhibit H Request for Release of Documents
Exhibit I Form of Transfer Affidavit and Agreement
Exhibit J Form of Transferor Certificate
Exhibit K ERISA Letter
Exhibit L [Reserved]
Exhibit M Certificate Regarding Prepaid Loans
Exhibit N Form of Subsequent Transfer Instrument
Exhibit O Form of Investor Representation Letter
Exhibit P Form of Transferor Representation Letter
Exhibit Q Form of Rule 144A Investor Affidavit
Exhibit R Insurance Agreement
x
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of May 8, 1996 (the
"Cut-off Date"), by and among SOUTHERN PACIFIC SECURED ASSETS CORP., a
California corporation, in its capacity as company (the "Company"), ADVANTA
MORTGAGE CORP. USA, a Delaware corporation, in its capacity as master servicer
(the "Master Servicer"), and BANKERS TRUST COMPANY OF CALIFORNIA, N.A., a
national banking association, in its capacity as trustee (the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in nine classes
(each, a "Class"), which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund (as defined herein), consisting primarily
of the Mortgage Loans, the Pre-Funding Accounts and the Interest Coverage
Accounts (each, as defined herein). As provided herein, the Trustee will make an
election to treat the Trust Fund (other than the Pre-Funding Accounts and the
Interest Coverage Accounts) as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes. The Class A Certificates (as defined
herein) and Class S Certificates (as defined herein) will represent ownership of
"regular interests" in the REMIC, and the Class R Certificates will constitute
the sole Class of "residual interest" in the REMIC for purposes of the REMIC
Provisions (as defined herein) under federal income tax law.
The following table sets forth the designation, type,
aggregate Original Certificate Principal Balance (as defined herein), maturity
date, initial ratings and certain features for each Class of Certificates
comprising the interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Initial
Aggregate Original Ratings
Certificate Principal Maturity
DESIGNATION TYPE BALANCE FEATURES DATE S&P DCR MOODY'S
- ----------- ---- ---------------------- -------- -------- --- --- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A-1 Senior $ 75,000,000.00 Senior August 25, 2027 AAA AAA Aaa
Class A-2 Senior $ 36,890,000.00 Senior August 25, 2027 AAA AAA Aaa
Class A-3 Senior $ 27,110,000.00 Senior August 25, 2027 AAA AAA Aaa
Class A-4 Senior $ 12,280,000.00 Senior August 25, 2027 AAA AAA Aaa
Class A-5 Senior $ 9,280,000.00 Senior August 25, 2027 AAA AAA Aaa
Class A-6 Senior $ 9,440,000.00 Senior August 25, 2027 AAA AAA Aaa
Class I S Subordinate $ 0.00 Subordinate August 25, 2027 N/R N/R N/R
Class II S Subordinate $ 0.00 Subordinate August 25, 2027 N/R N/R N/R
Class R Subordinate N/A Residual August 25, 2027 N/R N/R N/R
</TABLE>
The Group I Loans (as defined herein) have an aggregate
Principal Balance (as defined herein) as of the Cut-off Date equal to
$54,789,721.74. The Group II Loans (as defined herein) have an aggregate
Principal Balance as of the Cut-off Date equal to $70,629,127.31. The amount
deposited by the Company in the Pre-Funding Account on the Closing Date is
$20,210,278.26 for Loan Group I and $24,370,873.69 for Loan Group II.
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 CERTAIN DEFINED TERMS. Whenever used herein, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings.
"Accepted Servicing Practices": The Master Servicer's normal
servicing practices, which in general will conform to the mortgage servicing
practices of prudent mortgage lending institutions which service for their own
account mortgage loans of the same type as the Mortgage Loans in the
jurisdictions in which the related Mortgaged Properties are located.
"Account": Any Eligible Account established pursuant to
Sections 5.03, 5.09, 6.01, 6.04, 6.12 or 6.13 hereof.
"Accrual Period": With respect to (i) the Group I Certificates
and any Distribution Date other than the first Distribution Date, the period
commencing on the Distribution Date immediately preceding the month in which
such Distribution Date occurs and ending on the calendar day immediately
preceding such Distribution Date, and with respect to the first Distribution
Date, the period commencing on May 31, 1996 and ending on June 24, 1996 and (ii)
the Group II Certificates and any Distribution Date, the prior calendar month.
"Addition Notice": With respect to the transfer of Subsequent
Mortgage Loans to the Trust Fund pursuant to Section 2.08 of this Agreement, a
notice, substantially in the form of Exhibit N, which shall be given not later
than two Business Days prior to the related Subsequent Transfer Date, of the
Company's designation of Subsequent Mortgage Loans to be sold to the Trust Fund
and the aggregate principal balance as of the Subsequent Cut-off Date of such
Subsequent Mortgage Loans.
"Advanta": Advanta Mortgage Corp. USA, a Delaware corporation.
"Affiliate": With respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Agreement": This Pooling and Servicing Agreement, including
the Exhibits hereto, and all amendments hereof and supplements hereto.
"Amortized Group I Subordinated Amount Requirement": As of any
Distribution Date, the product of (i) 3.60% and (ii) the aggregate outstanding
Group I Certificate Principal Balance immediately preceding such Distribution
Date.
"Amortized Group II Subordinated Amount Requirement": As of
any Distribution Date, the product of (i) 2.25% and (ii) the aggregate
outstanding Group II Certificate Principal Balance immediately preceding such
Distribution Date.
2
<PAGE>
"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 the lesser of the appraised value determined above or the appraised
value determined in an appraisal at the time of refinancing or modification, as
the case may be.
"Assignment Of Mortgage": With respect to each Mortgage Loan,
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 to the Trustee for the benefit of the Certificateholders.
"Authorized Denominations": With respect to each class of
Class A Certificates, the minimum Percentage Interest corresponding to a minimum
denomination of $25,000 and integral multiples of $1 in excess thereof. With
respect to each class of Class S Certificates and Class R Certificates, a
minimum Percentage Interest of 10.00% and integral multiples of 0.01% in excess
thereof.
"Available Funds Shortfall": With respect to the Group I Loans
and any Distribution Date, an amount equal to the sum of (a) the Group I Class A
Interest Distribution Amount minus the Group I Available Funds for such
Distribution Date and (b) the Group I Subordination Deficit. With respect to the
Group II Loans and any Distribution Date, an amount equal to the sum of (a) the
Group II Class A Interest Distribution Amount minus the Group II Available Funds
for such Distribution Date and (b) the Group II Subordination Deficit.
"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.
"Business Day": Any day other than (a) a Saturday or Sunday,
or (b) a day on which banking institutions in the State of California, the State
of New York or the state where the Trustee's corporate trust office is located
are authorized or obligated by law or executive order to be closed.
"Certificate": Any Class A Certificate, Class S Certificate or
Class R Certificate executed by the Trustee on behalf of the Trust Fund and
authenticated by the Trustee.
"Certificate Account": The Group I Certificate Account or the
Group II Certificate Account, as applicable.
"Certificateholder or Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that, neither a
Disqualified Organization nor a Non-United States Person shall be a Holder of a
Class R Certificate for any purposes hereof and, solely for the purposes of
giving any consent (except any consent required to be obtained
3
<PAGE>
pursuant to Section 11.03), waiver, request or demand pursuant to this
Agreement, any Certificate registered in the name of the Company or the Master
Servicer or any Affiliate thereof shall be deemed not to be outstanding and the
rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of rights necessary to effect any such consent
has been obtained, except as otherwise provided in Section 11.03. The Trustee
shall be entitled to rely upon a certification of the Company or the Master
Servicer in determining if any Certificates are registered in the name of a
respective Affiliate. Any Certificates on which payments are made under the
Certificate Insurance Policy shall be deemed to be outstanding and held by the
Certificate Insurer to the extent of such payment.
"Certificate Insurance Payments Account": The Certificate
Insurance Payments Account established in accordance with Section 6.04(c) hereof
and maintained by the Trustee.
"Certificate Insurance Policy": As the context requires,
either (i) the Group I Certificate Insurance Policy and the Group II Certificate
Insurance Policy together or (ii) the Group I Certificate Insurance Policy or
the Group II Certificate Insurance Policy, as applicable.
"Certificate Insurer": MBIA Insurance Corporation, a stock
insurance company organized and created under the laws of the State of New York,
and any successors thereto.
"Certificate Insurer Default": The failure by the Certificate
Insurer to make a payment required under any one of the Group I or Group II
Certificate Insurance Policies in accordance with its terms.
"Certificate Principal Balance": With respect to each class of
Class A Certificates, as determined separately, as of any time of determination,
the related Original Certificate Principal Balance less any amounts distributed
in reduction of the Certificate Principal Balance thereof pursuant to Section
6.05 on all prior Distribution Dates. With respect to each class of Class S
Certificates, as determined separately, as of any date of determination, the
related Original Certificate Principal Balance, plus the portion of the related
Class S Interest Distribution Amount added to the Certificate Principal Balance
thereof on each Distribution Date prior to such date pursuant to Section 6.05
less any amounts distributed in reduction of the Certificate Principal Balance
thereof pursuant to Section 6.05 on all prior Distribution Dates and less any
losses allocated thereto pursuant to Section 6.11. The Class R Certificates do
not have a "Certificate Principal Balance".
"Certificate Register": As described in Section 4.02(a).
"Civil Relief Act": The Soldiers' and Sailors' Civil Relief
Act of 1940, as amended.
"Civil Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan as to which there has been a reduction
in the amount of interest collectible thereon for the most recently ended Due
Period as a result of the application of the Civil Relief Act, the amount, if
any, by which (a) interest collectible on such Mortgage Loan during the most
recently ended calendar month is less than (b) interest accrued for the related
Accrual Period on the Principal Balance of such Mortgage Loan, calculated at a
rate equal to the sum of (A)(1) with respect to a Group I Loan, the Group I
Class A Pass-Through Rate on the Group I Class
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A Certificates or (2) with respect to a Group II Loan, the weighted average of
the Group II Class A Pass-Through Rates on the Group II Class A Certificates,
weighted on the basis of the Certificate Principal Balances of such
Certificates, in each case for such Distribution Date and (B) the per annum
rates at which the related Servicing Fee and Trustee Fee accrue and the related
Premium Percentage.
"Class A Certificate": Any of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates or Class A-6 Certificates.
"Class A Certificateholder": A Holder of a Class A
Certificate.
"Class A-1 Certificate": Any Certificate designated as a
"Class A-1 Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group I.
"Class A-2 Certificate": Any Certificate designated as a
"Class A-2 Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group II.
"Class A-3 Certificate": Any Certificate designated as a
"Class A-3 Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group II.
"Class A-4 Certificate": Any Certificate designated as a
"Class A-4 Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group II.
"Class A-5 Certificate": Any Certificate designated as a
"Class A-5 Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group II.
"Class A-6 Certificate": Any Certificate designated as a
"Class A-6 Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group II.
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"Class I S Certificate": Any Certificate designated as a
"Class I S Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group I.
"Class II S Certificate": Any Certificate designated as a
"Class II S Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
and authenticated by the Trustee in accordance with the procedures set forth
herein and evidencing an interest designated as a "regular interest" in the
REMIC for the purposes of the REMIC Provisions and primarily evidencing an
interest in Loan Group II.
"Class R Certificate": Any one of the Class R Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B-2, subordinate to the
Class A Certificates in right of payment to the extent set forth herein and
evidencing an interest designated as a "residual interest" in the REMIC for
purposes of the REMIC Provisions.
"Class R Certificateholder": A Holder of a Class R
Certificate.
"Class S Certificate": Any of the Class I S or Class II S
Certificates.
"Class S Certificateholder": A Holder of a Class S
Certificate.
"Class S Interest Distribution Amount": With respect to each
class of Class S Certificates for any Distribution Date, the aggregate amount of
interest accrued for the related Accrual Period on the related Notional Amount
immediately prior to such Distribution Date at the related Class S Pass-Through
Rate (based on a 360-day year and the actual number of days in the prior
calendar month in the case of the Class I S Certificates and a 360-day year and
a 30-day month in the case of the Class II S Certificates.
"Class S Pass-Through Rate": With respect to the Class I S
Certificates and any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the related Pool Strip Rates of all of the Group I
Loans in the Trust Fund 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 Principal Balances of such Mortgage Loans at the beginning of the
related Due Period. With respect to the Class II S Certificates and any
Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the related Pool Strip Rates of all of the Group II Loans in the
Trust Fund 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
Principal Balances of such Mortgage Loans at the beginning of the related Due
Period.
"Closing Date": May 31, 1996.
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The Eligible Account established and
maintained by the Master Servicer pursuant to Section 5.03.
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"Combined Loan-to-Value Ratio": With respect to any Mortgage
Loan secured by a second lien on the related Mortgaged Property, as of any date,
the fraction, expressed as a percentage, the numerator of which is the sum of
(i) the current principal balance of such Mortgage Loan and (ii) the current
aggregate principal balance of the related Senior Mortgage Loans (if any) at the
date of determination, and the denominator of which is the Appraised Value of
the related Mortgaged Property.
"Commission": The Securities and Exchange Commission.
"Company": Southern Pacific Secured Assets Corp., a California
corporation, and any successor thereto.
"Compensating Interest": As defined in Section 6.09 hereof.
"Curtailment": With respect to a Mortgage Loan, any payment of
principal received during a Due Period as part of a payment that is in excess of
the amount of the Monthly Payment due for such Due Period and which is not
intended to satisfy the Mortgage Loan in full, nor is intended to cure a
delinquency.
"Custodian": As defined in Section 2.02(c).
"Cut-off Date": May 8, 1996.
"DCR": Duff & Phelps Credit Rating Co., or its successor in
interest.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction of the Monthly Payment due on
such Mortgage Loan in a proceeding under the United States Bankruptcy Code,
except such a reduction that constitutes a Deficient Valuation or a permanent
forgiveness of principal.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding principal balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the United
States Bankruptcy Code.
"Deleted Mortgage Loan": A Mortgage Loan replaced by or to be
replaced by a Qualified Substitute Mortgage Loan.
"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.
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"Depository": The Depository Trust Company, 55 Water Street,
New York, New York 10041 and 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.
"Direct Participant": Any broker-dealer, bank or other
financial institution for which the Depository holds Class A Certificates from
time to time as a securities depositary.
"Disqualified Organization": Any of (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) any 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 (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), or rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and
(iv) any other Person so designated by the Trustee based upon an Opinion of
Counsel provided to the Trustee that the holding of an ownership interest in a
Class R Certificate by such Person may cause the REMIC or any Person having an
ownership interest in any Class of Certificates (other than such Person) to
incur liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the transfer of an ownership interest in the 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.
"Distribution Date": The 25th day of any month or if such 25th
day is not a Business Day, the first Business Day immediately following,
commencing on June 25, 1996.
"Due Date": The first day of each calendar month.
"Due Period": With respect to each Distribution Date, the
period beginning on the opening of business on the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs, and
ending at the close of business on the first day of the calendar month in which
such Distribution Date occurs.
"Eligible Account": Either (A) an account or accounts
maintained with an institution (which may include the Trustee, provided such
institution otherwise meets these requirements) whose deposits are insured by
the FDIC, the unsecured and uncollateralized debt obligations of which
institution shall be rated AA or better by S&P and DCR and Aa2 or better by
Moody's and in the highest short term rating by the Rating Agencies, and which
is (i) a federal savings and loan association duly organized, validly existing
and in good standing under the federal banking laws, (ii) an institution duly
organized, validly existing and in good standing under the applicable banking
laws of any state, (iii) a national banking association (including the Trustee)
duly organized, validly existing and in good standing under the federal banking
laws,
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(iv) a principal subsidiary of a bank holding company, or (v) approved in
writing by the Certificate Insurer and the Rating Agencies or (B) a trust
account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution acceptable to each Rating Agency and
the Certificate Insurer (the Trustee shall be deemed acceptable, provided that
the Trustee otherwise meets these requirements), having capital and surplus of
not less than $50,000,000, acting in its fiduciary capacity.
"ERISA": As defined in Section 4.02(m) hereof.
"Event Of Default": One or more of the events described in
Section 7.01 hereof.
"FDIC": The Federal Deposit Insurance Corporation and any
successor thereto.
"FHLMC": The Federal Home Loan Mortgage Corporation and any
successor thereto.
"FNMA": The Federal National Mortgage Association and any
successor thereto.
"Foreclosure Profits": As to any Distribution Date, (i) Net
Liquidation Proceeds in respect of each Mortgage Loan that became a Liquidated
Mortgage Loan during the month immediately preceding the month of such
Distribution Date minus (ii) the sum of the unpaid principal balance of each
such Liquidated Mortgage Loan plus accrued and unpaid interest at the applicable
Mortgage Interest Rate on the unpaid principal balance thereof from the Due Date
to which interest was last paid by the Mortgagor (or, in the case of a
Liquidated Mortgage Loan that had been an REO Mortgage Loan, from the Due Date
to which interest was last deemed to have been paid pursuant to Section 5.12) to
the first day of the month following the month in which such Mortgage Loan
became a Liquidated Mortgage Loan.
"Funding Period": As determined separately for Loan Group I
and Loan Group II, the period beginning on the Closing Date and ending on the
earlier of the date on which (a) the amount on deposit in the related
Pre-Funding Account is less than $10,000.00 or (b) the close of business on July
15, 1996.
"GAAP": Generally accepted accounting principles.
"Gross Margin": As to each Group I Loan, the fixed percentage
set forth in the related Mortgage Note and indicated in the related Mortgage
Loan Schedules as the "Gross Margin," which percentage is added to the related
Index on each Rate Adjustment Date to determine (subject to rounding, the
Periodic Cap, Lifetime Floor and the Lifetime Cap) the Mortgage Interest Rate on
such Mortgage Loan until the next Rate Adjustment Date.
"Group I Available Funds": As defined in Section 6.04(a).
"Group II Available Funds": As defined in Section 6.04(a).
"Group I Certificate Account": The Certificate Account
established with respect to the Group I Certificates in accordance with Section
6.01(a) hereof and maintained by the Trustee.
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"Group II Certificate Account": The Certificate Account
established with respect to the Group II Certificates in accordance with Section
6.01(a) hereof and maintained by the Trustee.
"Group I Certificate Insurance Policy": The certificate
guaranty insurance policy No. 21262, and all endorsements thereto dated the
Closing Date, issued by the Certificate Insurer for the benefit of the Group I
Certificateholders, a copy of which is attached hereto as Exhibit A-1.
"Group II Certificate Insurance Policy": The certificate
guaranty insurance policy No. 21263, and all endorsements thereto dated the
Closing Date, issued by the Certificate Insurer for the benefit of the Group II
Certificateholders, a copy of which is attached hereto as Exhibit A-2.
"Group I Certificates": Collectively, the Class A-1
Certificates, the Class I S Certificates and the Class R Certificates.
"Group II Certificates": Collectively, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class
A-5 Certificates, the Class A-6 Certificates, the Class II S Certificates and
the Class R Certificates.
"Group I Class A Available Funds Pass-Through Rate": As of any
Distribution Date, a per annum rate, expressed as a percentage, equal to (i) the
weighted average of the Net Mortgage Interest Rates on the Group I Loans minus
(ii) commencing on the seventh Distribution Date, 0.50% per annum.
"Group II Class A Available Funds Pass-Through Rate": As of
any Distribution Date, a per annum rate, expressed as a percentage, equal to the
weighted average of the Net Mortgage Interest Rates on the Group II Loans.
"Group I Class A Carry-Forward Amount": As of any Distribution
Date, the sum of (a) the amount, if any, by which (i) the Group I Insured
Distribution Amount as of the immediately preceding Distribution Date exceeded
(ii) the amount actually distributed to the Holders of the Group I Class A
Certificates on such Distribution Date in respect thereof (including, without
limitation, any Insured Payments paid to the Holders of the Group I Class A
Certificates by the Certificate Insurer as described in Sections 6.04 and 6.05
hereof) and (b) interest accrued for the related Accrual Period on the amount
described in clause (a), calculated at an interest rate equal to the Group I
Class A Pass-Through Rate on the Group I Class A Certificates applicable to such
Distribution Date. Any Group I Class A Carry-Forward Amount shall be deemed to
be allocated first to any related Group I Subordination Deficit and second to
any related Group I Class A Interest Distribution Amount.
"Group II Class A Carry-Forward Amount": As of any
Distribution Date, the sum of (a) the amount, if any, by which (i) the Group II
Insured Distribution Amount as of the immediately preceding Distribution Date
exceeded (ii) the amount actually distributed to the Holders of the Group II
Class A Certificates on such Distribution Date in respect thereof (including,
without limitation, any Insured Payments paid to the Holders of the Group II
Class A Certificates by the Certificate Insurer as described in Sections 6.04
and 6.05 hereof) and (b)
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interest accrued for the related Accrual Period on the amount described in
clause (a), calculated at an interest rate equal to the weighted average of the
Group II Class A Pass-Through Rate applicable to such Distribution Date,
weighted on the basis of the Certificate Principal Balances of such
Certificates. Any Group II Class A Carry-Forward Amount shall be deemed to be
allocated first to any related Group II Subordination Deficit and second to any
related Group II Class A Interest Distribution Amount.
"Group I Class A Certificates": The Class A-1 Certificates.
"Group II Class A Certificates": Collectively, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class
A-5 Certificates and the Class A-6 Certificates.
"Group I Class A Interest Distribution Amount": With respect
to the Group I Class A Certificates for any Distribution Date the sum of (i) (a)
the aggregate amount of interest accrued for the related Accrual Period on the
related Certificate Principal Balance immediately prior to such Distribution
Date at the related Group I Class A Pass-Through Rate (based on a 360-day year
and the actual number of days in the prior calendar month if clause (i) of the
definition of Group I Class A Pass-Through Rate is used with respect to such
Distribution Date, or a 360-day year and a 30-day month if clause (ii) of the
definition of Group I Class A PassThrough Rate is used with respect to such
Distribution Date) minus (b) the aggregate related Mortgage Loan Interest
Shortfall for such Distribution Date and (ii) the portion of any related Group I
Class A Carry-Forward Amount which relates to a shortfall (other than a related
Mortgage Loan Interest Shortfall) in a distribution of a Group I Class A
Interest Distribution Amount in respect of such Group I Class A Certificates, in
each case as of such Distribution Date.
"Group II Class A Interest Distribution Amount": With respect
to each class of Group II Class A Certificates for any Distribution Date the sum
of (i) (a) the aggregate amount of interest accrued for the related Accrual
Period on the related Certificate Principal Balance immediately prior to such
Distribution Date at the related Class A Pass-Through Rate (based on a 360-day
year and a 30-day month) minus (b) the aggregate related Mortgage Loan Interest
Shortfall for such Distribution Date with all such reductions allocated among
the Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates,
Class A-5 Certificates and Class A-6 Certificates in proportion to their
respective amount of Group II Class A Interest Distribution Amount which would
have resulted absent such reductions and (ii) the portion of any related Group
II Class A Carry-Forward Amount which relates to a shortfall (other than a
related Mortgage Loan Interest Shortfall) in a distribution of a Group II Class
A Interest Distribution Amount in respect of such Group II Class A Certificates,
in each case as of such Distribution Date.
"Group I Class A Pass-Through Rate": With respect to any
Distribution Date and the Class A-1 Certificates, the per annum rate equal to
the lesser of:
(i) with respect to (a) any Distribution Date which occurs
on or prior to the date on which the Pool Principal
Balance is less than 10% of the Original Pool Principal
Balance, One-Month LIBOR plus 0.33% and (b) any
Distribution Date thereafter One-Month LIBOR plus
0.66%; and
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(ii) the Group I Class A Available Funds Pass-Through Rate
for such Distribution Date.
"Group II Class A Pass-Through Rate": With respect to any
Distribution Date and the Class A-2 Certificates, Class A-3 Certificates, Class
A-4 Certificates and Class A-5 Certificates, 6.72%, 7.04%, 7.41% and 7.69% per
annum, respectively. With respect to any Distribution Date and the Class A-6
Certificates, the lesser of 7.99% per annum and the Group II Class A Available
Funds Pass-Through Rate.
"Group I Class A Principal Distribution Amount": With respect
to the Group I Class A Certificates for any Distribution Date, the lesser of:
(a) the excess of (i) the sum, as of such Distribution Date, of
(A) the Group I Available Funds and (B) any related Insured
Payment over (ii) the Group I Class A Interest Distribution
Amount; and
(b) the sum, without duplication, of:
(i) the portion of any Group I Class A Carry-Forward Amount
which relates to a shortfall in a distribution of a
Group I Subordination Deficit,
(ii) all scheduled installments of principal in respect of
the Group I Loans received or advanced during the
related Due Period, together with all unscheduled
recoveries of principal in respect of the Group I Loans
received by the Master Servicer during the prior
calendar month,
(iii) the Principal Balance of each Group I Loan that was
repurchased by the Seller, by an Affiliate of the
Seller or by the Company,
(iv) any Substitution Adjustments delivered by the Company
on the related Master Servicer Remittance Date in
connection with a substitution of a Group I Loan,
(v) the Net Liquidation Proceeds collected by the Master
Servicer of all Group I Loans during the related Due
Period (to the extent such Net Liquidation Proceeds
related to principal),
(vi) the amount of any Group I Subordination Deficit for
such Distribution Date,
(vii) the proceeds received by the Trustee with respect to
the Group I Loans from any termination of the Trust
Fund (to the extent such proceeds are related to
principal),
(viii) the amount of any Group I Subordination Increase Amount
for such Distribution Date, and
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(ix) with respect to the Distribution Date occurring in
August 1996, any amounts in the Group I Pre-Funding
Account after giving effect to any purchase of related
Subsequent Mortgage Loans;
MINUS
(x) the amount of any Group I Subordination Reduction
Amount for such Distribution Date.
"Group II Class A Principal Distribution Amount": With respect
to the Group II Class A Certificates for any Distribution Date, the lesser of:
(a) the excess of (i) the sum, as of such Distribution Date, of
(A) the Group II Available Funds and (B) any related Insured
Payment over (ii) the Group II Class A Interest Distribution
Amount; and
(b) the sum, without duplication, of:
(i) the portion of any Group II Class A Carry-Forward
Amount which relates to a shortfall in a distribution
of a Group II Subordination Deficit,
(ii) all scheduled installments of principal in respect of
the Group II Loans received or advanced during the
related Due Period, together with all unscheduled
recoveries of principal in respect of the Group II
Loans received by the Master Servicer during the prior
calendar month,
(iii) the Principal Balance of each Group II Loan that either
was repurchased by the Seller, by an Affiliate of the
Seller or by the Company,
(iv) any Substitution Adjustments delivered by the Company
on the related Master Servicer Remittance Date in
connection with a substitution of a Group II Loan,
(v) the Net Liquidation Proceeds collected by the Master
Servicer of all Group II Loans during the related Due
Period (to the extent such Net Liquidation Proceeds
related to principal),
(vi) the amount of any Group II Subordination Deficit for
such Distribution Date,
(vii) the proceeds received by the Trustee with respect to
the Group II Loans of any termination of the Trust Fund
(to the extent such proceeds are related to principal),
(viii) the amount of any Group II Subordination Increase
Amount for such Distribution Date, and
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(ix) with respect to the Distribution Date occurring in
August 1996, any amounts in the Group II Pre-Funding
Account after giving effect to any purchase of related
Subsequent Mortgage Loans;
MINUS
(x) the amount of any Group II Subordination Reduction
Amount for such Distribution Date.
"Group I Excess Subordinated Amount": With respect to any
Distribution Date, the difference, if any, between (a) the Group I Subordinated
Amount that would exist on such Distribution Date after taking into account all
distributions to be made on such Distribution Date (exclusive of any reductions
thereto attributable to Group I Subordination Reduction Amounts on such
Distribution Date) and (b) the Group I Required Subordinated Amount for such
Distribution Date.
"Group II Excess Subordinated Amount": With respect to any
Distribution Date, the difference, if any, between (a) the Group II Subordinated
Amount that would exist on such Distribution Date after taking into account all
distributions to be made on such Distribution Date (exclusive of any reductions
thereto attributable to Group II Subordination Reduction Amounts on such
Distribution Date) and (b) the Group II Required Subordinated Amount for such
Distribution Date.
"Group I Insured Distribution Amount": With respect to any
Distribution Date, the sum of (a) the Group I Class A Interest Distribution
Amount with respect to such Distribution Date and (b) the Group I Subordination
Deficit, if any, as of such Distribution Date.
"Group II Insured Distribution Amount": With respect to any
Distribution Date, the sum of (a) the Group II Class A Interest Distribution
Amount with respect to such Distribution Date and (b) the Group II Subordination
Deficit, if any, as of such Distribution Date.
"Group I Interest Coverage Account": With respect to Loan
Group I, the Account established and maintained pursuant to Section 6.13, which
must be an Eligible Account.
"Group II Interest Coverage Account": With respect to Loan
Group II, the Account established and maintained pursuant to Section 6.13, which
must be an Eligible Account.
"Group I Loans" or "Loan Group I": The group of Mortgage Loans
identified on Exhibit D-1 from time to time.
"Group II Loans or "Loan Group II": The group of Mortgage
Loans identified on Exhibit D-2 from time to time.
"Group I Net Monthly Excess Cashflow": As of any Distribution
Date, an amount equal to (x) the Group I Available Funds minus (y) the sum of
(i) sum of the Group I
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Class A Interest Distribution Amount and the amount described in clause (b) of
the definition of Group I Class A Principal Distribution Amount (calculated for
this purpose without regard to any Group I Subordination Increase Amount or
portion thereof included therein) and (ii) the Group I Reimbursement Amount, if
any, for such Distribution Date.
"Group II Net Monthly Excess Cashflow": As of any Distribution
Date, an amount equal to (x) the Group II Available Funds minus (y) the sum of
(i) sum of the Group II Class A Interest Distribution Amount and the amount
described in clause (b) of the definition of Group II Class A Principal
Distribution Amount (calculated for this purpose without regard to any Group II
Subordination Increase Amount or portion thereof included therein) and (ii) the
Group II Reimbursement Amount, if any, for such Distribution Date.
"Group I Pool Principal Balance": The sum of the aggregate
Principal Balances of the Group I Loans in the Trust Fund and the Group I
Pre-Funded Amount as of any date of determination.
"Group II Pool Principal Balance": The sum of the aggregate
Principal Balances of the Group II Loans in the Trust Fund and the Group II
Pre-Funded Amount as of any date of determination.
"Group I Pre-Funded Amount": With respect to any Determination
Date, the amount on deposit in the Group I Pre-Funding Account.
"Group II Pre-Funded Amount": With respect to any
Determination Date, the amount on deposit in the Group II Pre-Funding Account.
"Group I Pre-Funding Account": The account established and
maintained pursuant to Section 6.12 as defined therein.
"Group II Pre-Funding Account": The account established and
maintained pursuant to Section 6.12 as defined therein.
"Group I Principal Remittance Amount": As of any Distribution
Date, the sum, without duplication of the amounts specified in clauses (b)(ii)
through (v), (vii) and (viii) of the definition of Group I Class A Principal
Distribution Amount.
"Group II Principal Remittance Amount": As of any Distribution
Date, the sum, without duplication of the amounts specified in clauses (b)(i)
through (v), (vii) and (viii) of the definition of Group II Class A Principal
Distribution Amount.
"Group I Reimbursement Amount": As of any Distribution Date,
the sum of (a)(i) all Group I Insured Payments (as defined in the Group I
Certificate Insurance Policy) previously paid by the Certificate Insurer and in
each case not previously repaid to the Certificate Insurer pursuant to Sections
6.05(b) or 6.05(c) hereof plus (ii) interest accrued on each such Group I
Insured Payment and Group I Preference Payments not previously repaid calculated
at the Group I Class A Pass-Through Rate from the date such Group I Insured
Payment or Group I Preference Amount was made and (b)(i) any amounts then due
and owing to the Certificate Insurer under the Insurance Agreement, as certified
to the Trustee by the
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Certificate Insurer plus (ii) interest on such amounts at the Late Payment Rate
(as defined in the Insurance Agreement). The Certificate Insurer shall notify
the Trustee and the Company of the amount of any Group I Reimbursement Amount.
"Group II Reimbursement Amount": As of any Distribution Date,
the sum of (a)(i) all Group II Insured Payments (as defined in the Group II
Certificate Insurance Policy) previously paid by the Certificate Insurer and in
each case not previously repaid to the Certificate Insurer pursuant to Sections
6.05(b) or 6.05(c) hereof plus (ii) interest accrued on each such Group II
Insured Payment and Group II Preference Payments not previously repaid
calculated at the Group II Class A Pass-Through Rate from the date such Group II
Insured Payment or Group II Preference Amount was made and (b)(i) any amounts
then due and owing to the Certificate Insurer under the Insurance Agreement, as
certified to the Trustee by the Certificate Insurer plus (ii) interest on such
amounts at the Late Payment Rate (as defined in the Insurance Agreement). The
Certificate Insurer shall notify the Trustee and the Company of the amount of
any Group II Reimbursement Amount.
"Group I Required Subordinated Amount": For each Distribution
Date, the amount determined as follows:
(a) for any Distribution Date occurring during the period
commencing on the Closing Date and ending on the later of (x) the date
upon which principal payments on the Group I Loans equal to one-half of
the Original Group I Pool Principal Balance have been received and (y)
the thirtieth Distribution Date following the Closing Date, the greater
of the following:
(i) the Initial Group I Specified Subordinated Amount;
and
(ii) two times an amount equal to (x) one-half of the
aggregate Principal Balances of all Group I Loans which are 91
or more days Delinquent (including REO Properties) minus (y)
three times the Group I Net Monthly Excess Cashflow for such
Distribution Date; and
(b) for any Distribution Date occurring after the end of the
period in clause (a) above, the greatest of the following:
(i) the lesser of (A) the Initial Group I Specified
Subordinated Amount and (B) two times the Amortized Group I
Subordinated Amount Requirement,
(ii) two times the difference of (A) one-half of the
aggregate Principal Balances of all Group I Loans which are 91
or more days Delinquent (including REO Properties) and (B)
three times the Group I Net Monthly Excess Cashflow for such
Distribution Date,
(iii) an amount equal to 0.50% of the Original Group
I Pool Principal Balance and
(iv) the sum of the then outstanding Principal
Balances of the Group I Loans with the four largest
outstanding Principal Balances.
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Notwithstanding anything to the contrary set forth in clauses (a) or
(b) above, on or after any Distribution Date on which a Group I Insured Payment
is made, or any Distribution Date on which an Event of Default has occurred and
is continuing, the Group I Required Subordinated Amount shall be equal to the
Group I Required Subordinated Amount as of the Distribution Date immediately
prior to the Distribution Date on which either such event occurred.
"Group II Required Subordinated Amount": For each Distribution
Date, the amount determined as follows:
(a) for any Distribution Date occurring during the period
commencing on the Closing Date and ending on the later of (x) the date
upon which principal payments on the Group II Loans equal to one-half
of the Original Group II Pool Principal Balance have been received and
(y) the thirtieth Distribution Date following the Closing Date, the
greater of the following:
(i) the Initial Group II Specified Subordinated
Amount; and
(ii) two times an amount equal to (x) one-half of the
aggregate Principal Balances of all Group II Loans which are
91 or more days Delinquent (including REO Properties) minus
(y) three times the Group II Net Monthly Excess Cashflow for
such Distribution Date; and
(b) for any Distribution Date occurring after the end of the
period in clause (a) above, the greatest of the following:
(i) the lesser of (A) the Initial Group II Specified
Subordinated Amount and (B) two times the Amortized Group II
Subordinated Amount Requirement,
(ii) two times the difference of (A) one-half of the
aggregate Principal Balances of all Group II Loans which are
91 or more days Delinquent (including REO Properties) and (B)
three times the Group II Net Monthly Excess Cashflow for such
Distribution Date,
(iii) an amount equal to 0.50% of the Original Group
II Pool Principal Balance and
(iv) the sum of the then outstanding Principal
Balances of the Group II Loans with the four largest
outstanding Principal Balances.
Notwithstanding anything to the contrary set forth in clauses (a) or
(b) above, on or after any Distribution Date on which a Group II Insured Payment
is made, or any Distribution Date on which an Event of Default has occurred and
is continuing, the Group II Required Subordinated Amount shall be equal to the
Group II Required Subordinated Amount as of the Distribution Date immediately
prior to the Distribution Date on which either such event occurred.
"Group I Subordinated Amount": As of any Distribution Date,
the difference, if any, between (a) the Group I Pool Principal Balance as of the
close of business on the last day
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of the related Due Period and (b) the aggregate Certificate Principal Balance of
the Group I Class A Certificates as of such Distribution Date (after taking into
account the payment of the Group I Principal Remittance Amount on such
Distribution Date); PROVIDED, HOWEVER, that such amount shall not be less than
zero.
"Group II Subordinated Amount": As of any Distribution Date,
the difference, if any, between (a) the Group II Pool Principal Balance as of
the close of business on the last day of the related Due Period and (b) the
aggregate Certificate Principal Balance of the Group II Class A Certificates as
of such Distribution Date (after taking into account the payment of the Group II
Principal Remittance Amount on such Distribution Date); PROVIDED, HOWEVER, that
such amount shall not be less than zero.
"Group I Subordination Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which (a) the Group I Required
Subordinated Amount applicable to such Distribution Date exceeds (b) the Group I
Subordinated Amount applicable to such Distribution Date prior to taking into
account the payment of any related Group I Subordination Increase Amounts on
such Distribution Date.
"Group II Subordination Deficiency Amount": With respect to
any Distribution Date, the amount, if any, by which (a) the Group II Required
Subordinated Amount applicable to such Distribution Date exceeds (b) the Group
II Subordinated Amount applicable to such Distribution Date prior to taking into
account the payment of any related Group II Subordination Increase Amounts on
such Distribution Date.
"Group I Subordination Deficit": As of any Distribution Date,
the amount, if any, by which (a) the aggregate Certificate Principal Balance of
the Group I Class A Certificates (after taking into account the payment of the
Group I Class A Principal Distribution Amount (other than payments in respect
thereof under the Group I Certificate Insurance Policy)) on such date exceeds
(b) the Group I Pool Principal Balance determined as of the end of the
immediately preceding Due Period.
"Group II Subordination Deficit": As of any Distribution Date,
the amount, if any, by which (a) the aggregate Certificate Principal Balance of
the Group II Class A Certificates (after taking into account the payment of the
Group II Class A Principal Distribution Amount (other than payments in respect
thereof under the Group II Certificate Insurance Policy)) on such date exceeds
(b) the Group II Pool Principal Balance determined as of the end of the
immediately preceding Due Period.
"Group I Subordination Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Group I Subordination Deficiency Amount
as of such Distribution Date (after taking into account the payment of the Group
I Class A Principal Distribution Amount on such Distribution Date (other than
clause (viii) thereof)) and (b) the amount of Group I Net Monthly Excess
Cashflow on such Distribution Date.
"Group II Subordination Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Group II Subordination Deficiency
Amount as of such Distribution Date (after taking into account the payment of
the Group II Class A Principal Distribution
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Amount on such Distribution Date (other than clause (viii) thereof)) and (b) the
amount of Group II Net Monthly Excess Cashflow on such Distribution Date.
"Group I Subordination Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Group I Excess
Subordinated Amount for such Distribution Date and (b) the Group I Principal
Remittance Amount for the prior Due Period.
"Group II Subordination Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Group II Excess
Subordinated Amount for such Distribution Date and (b) the Group II Principal
Remittance Amount for the prior Due Period.
"Index": As to any Group I Loan, a rate per annum equal to the
average of the interbank offered rates for six month United States dollar
deposits in the London market as published in the Western Edition of THE WALL
STREET JOURNAL, as most recently available as of the first business day
forty-five, thirty or five days prior to any Rate Adjustment Date, as specified
in the related Mortgage Note.
"Indirect Participant": Any financial institution for whom any
Direct Participant holds an interest in a Class A Certificate.
"Initial Group I Loan": A Group I Loan assigned and
transferred to the Trustee on the Closing Date, as listed on the Mortgage Loan
Schedule attached hereto as Exhibit D-1.
"Initial Group II Loan": A Group II Loan assigned and
transferred to the Trustee on the Closing Date, as listed on the Mortgage Loan
Schedule attached hereto as Exhibit D-2.
"Initial Group I Specified Subordinated Amount": An amount
equal to 3.60% of the Original Group I Pool Principal Balance.
"Initial Group II Specified Subordinated Amount": An amount
equal to 2.25% of the Original Group II Pool Principal Balance.
"Initial Mortgage Loan": Any Initial Group I Loan or Initial
Group II Loan.
"Insurance Agreement": The Insurance Agreement dated as of May
8, 1996 among the Certificate Insurer, the Company, the Master Servicer, the
Trustee and Southern Pacific Funding Corporation and attached hereto as Exhibit
R, as such agreement may be amended or supplemented in accordance with the
provisions thereof.
"Insurance Proceeds: Proceeds paid by any insurer pursuant to
any insurance policy covering a Mortgage Loan to the extent such proceeds are
not applied to the restoration of the related Mortgaged Property or released to
the related Mortgagor in accordance with Accepted Servicing Practices.
"Insurance Proceeds" do not include "Insured Payments."
"Insured Payment": As determined separately for the Group I
and Group II Class A Certificates, the sum of (i) with respect to each
Distribution Date, the related Available Funds Shortfall and (ii) any related
unpaid Preference Amount.
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"Interest Coverage Account": The Group I Interest Coverage
Account or the Group II Interest Coverage Account, as applicable.
"Interest Coverage Addition": With respect to Loan Group I and
Loan Group II, as to any Distribution Date, an amount equal to the lesser of
(A) interest accrued for the related Accrual Period on an amount equal
to (i) the related Original Pre-Funded Amount minus (ii) the aggregate
Principal Balance of any related Subsequent Mortgage Loans transferred
prior to the first day of the month in which such Distribution Date
occurs, calculated at a rate equal to the sum of (a)(1) with respect to
the Group I Certificates, the Group I Class A Pass-Through Rate for
such Distribution Date, or (2) with respect to the Group II
Certificates, the weighted average of the Group II Class A Pass-Through
Rates for such Distribution Date, weighted on the basis of the
Certificate Principal Balances of such Certificates, (b) the Premium
Percentage and (c) 0.01%; and
(B) the related Available Funds Shortfall (calculated without regard to
the Interest Coverage Addition component of Group I Available Funds or
Group II Available Funds, as applicable).
"Interest Coverage Amount": With respect to Loan Group I and
Loan Group II, the amount to be paid by the Company to the Trustee for deposit
into the related Interest Coverage Account pursuant to Section 6.13(a) on the
Closing Date, which amount is $118,208.00 for Loan Group I and $187,717.00 for
Loan Group II.
"Interest Determination Date": With respect to any Accrual
Period, the second London Business Day preceding the commencement of such
Accrual Period.
"Lifetime Cap": As to any Mortgage Loan in Loan Group I, the
maximum Mortgage Interest Rate set forth in the related Mortgage Note and
indicated in the Mortgage Loan Schedule, which rate may be applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.
"Lifetime Floor": As to any Mortgage Loan in Loan Group I the
minimum Mortgage Interest Rate set forth in the related Mortgage Note and
indicated in the Mortgage Loan Schedule, which rate may be applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.
"Liquidated Loan Loss": With respect to any Distribution Date,
the aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Mortgage Loan during the Due Period preceding such
Distribution Date, equal to (i) the unpaid principal balance of each such
Liquidated Mortgage Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Mortgage
Interest Rate from the Due Date as to which interest was last paid with respect
thereto through the last day of the month in which such Mortgage Loan became a
Liquidated Mortgage Loan, minus (ii) Net Liquidation Proceeds with respect to
such Liquidated Mortgage Loan.
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"Liquidated Mortgage Loan": A Mortgage Loan with respect to
which the related Mortgaged Property has been acquired, liquidated or foreclosed
and with respect to which the Master Servicer determines that all Liquidation
Proceeds which it expects to recover have been recovered.
"Liquidation Expenses": Expenses incurred by the Master
Servicer or any Subservicer in connection with the liquidation of any defaulted
Mortgage Loan or property acquired in respect thereof (including, without
limitation, legal fees and expenses, committee or referee fees, and, if
applicable, brokerage commissions and conveyance taxes), any unreimbursed amount
expended by the Master Servicer pursuant to Sections 5.05, 5.06 and 5.12
respecting the related Mortgage Loan and any unreimbursed expenditures for real
property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
"Liquidation Proceeds": Amounts received by the Master
Servicer (including Insurance Proceeds) in connection with the liquidation of
defaulted Mortgage Loans or property acquired in respect thereof, whether
through foreclosure, sale or otherwise, including payments in connection with
such Mortgage Loans received from the Mortgagor, other than amounts required to
be paid to the Mortgagor pursuant to the terms of the applicable Mortgage or to
be applied otherwise pursuant to law.
"Loan Repurchase Price": As defined in Section 2.04(b).
"Loan-to-Value Ratio or LTV": With respect to any Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the
principal balance of such Mortgage Loan, as of the date of origination of the
Mortgage Loan, divided by the Appraised Value of the related Mortgaged Property.
"London Business Day": Any day in which banks in the City of
London, England are open and conducting transactions in United States dollars.
"Majority Certificateholders": With respect to each Loan
Group, the Holder or Holders of Class A Certificates evidencing Percentage
Interests in excess of 51% in the aggregate.
"Master Servicer": Advanta Mortgage Corp. USA, a Delaware
corporation, or any successor appointed as herein provided.
"Master Servicer Remittance Amount": With respect to any
Master Servicer Remittance Date, an amount equal to the sum of (i) all
unscheduled collections of principal and interest on the Mortgage Loans
(including Principal Prepayments in Full and Curtailments, Net REO Proceeds and
Net Liquidation Proceeds, if any) collected by the Master Servicer during the
prior calendar month and all scheduled Monthly Payments due on the related Due
Date and received on or prior to the Business Day preceding such Master Servicer
Remittance Date, (ii) all Periodic Advances made by the Master Servicer with
respect to payments due to be received on the Mortgage Loans on the related Due
Date and (iii) any other amounts required
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to be placed in the Collection Account by the Master Servicer pursuant to this
Agreement but excluding the following:
(a) amounts received on particular Mortgage Loans as late
payments of principal or interest and respecting which the Master Servicer has
previously made an unreimbursed Periodic Advance;
(b) those portions of each payment of interest on a particular
Mortgage Loan which represent the Servicing Fee;
(c) that portion of Liquidation Proceeds and REO Proceeds
which represents any unpaid Servicing Fee;
(d) all income from Permitted Investments that is held in the
Collection Account for the account of the Master Servicer;
(e) all amounts in respect of late fees, assumption fees,
prepayment fees and similar fees;
(f) certain other amounts which are reimbursable to the Master
Servicer, as provided in this Agreement; and
(g) Net Foreclosure Profits.
"Master Servicer Remittance Date": With respect to any
Distribution Date, the 18th of the month in which such Distribution Date occurs,
or if such 18th day is not a Business Day, the Business Day preceding such 18th
day.
"Monthly Payment": As to any Mortgage Loan (including any REO
Mortgage Loan) and any Due Date, the scheduled payment of principal and interest
due thereon for such Due Date (after adjustment for any Curtailments and
Deficient Valuations occurring prior to such Due Date but before any adjustment
to such amortization schedule by reason of any bankruptcy, other than Deficient
Valuations or similar proceeding or any moratorium or similar waiver or grace
period).
"Moody's": Moody's Investors Service, Inc., or any successor
thereto.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first lien or second lien on the Mortgaged Property.
"Mortgage File": The mortgage documents listed in Exhibit C
attached hereto pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to this Agreement;
provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
additional documents required to be added unless they are actually so added.
"Mortgage Impairment Insurance Policy": As defined in Section
5.07.
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"Mortgage Interest Rate": As to any Group I Loan, the per
annum rate at which interest accrues on the unpaid principal balance thereof, as
adjusted from time to time in accordance with the provisions of the related
Mortgage Note, which rate is (a) prior to the first related Rate Adjustment Date
occurring after the Cut-off Date, the initial Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such first Rate Adjustment Date, the sum of the related Index applicable to the
most recent Rate Adjustment Date, and the Gross Margin, rounded as set forth in
such Mortgage Note, subject to the Periodic Cap, the Lifetime Cap and Lifetime
Floor set forth in the related Mortgage Note that may be applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan. As to any Group
II Loan, the fixed per annum rate at which interest accrued on the unpaid
principal balance thereof, which rate is the Mortgage Interest Rate for such
Group II Loan indicated on the related Mortgage Loan Schedule.
"Mortgage Loan": An individual mortgage loan which is assigned
and transferred to the Trustee pursuant to this Agreement, together with the
rights and obligations of a holder thereof and payments thereon and proceeds
therefrom (other than payments of interest that accrued on each Mortgage Loan up
to and including the Due Date therefor occurring, with respect to the Mortgage
Loans prior to the Cut-off Date), the Mortgage Loans originally subject to this
Agreement being identified on the Mortgage Loan Schedule. As applicable,
Mortgage Loan shall be deemed to refer to the related REO Property.
"Mortgage Loan Group": The Group I Loans or Group II Loans.
References herein to "Mortgage Loan Group" when used with respect to any
Certificate shall mean (i) Group I Loans, in the case of the Group I
Certificates, and (ii) Group II Loans, in the case of the Group II Certificates.
"Mortgage Loan Interest Shortfall": With respect to any
Distribution Date, as to the Mortgage Loans in either Loan Group, the sum of (a)
any Civil Relief Act Interest Shortfalls in respect of such Mortgage Loans for
such Distribution Date and (b) any related Master Servicer Default Prepayment
Interest Shortfall. A "Master Servicer Default Prepayment Interest Shortfall"
will only exist on a Distribution Date with respect to which the Master Servicer
has defaulted on its obligations under Sections 5.20 and 6.09 with respect to
Prepayment Interest Shortfalls and on such a Distribution Date will equal, for
Loan Groups I and II in the aggregate, the excess of (i) the aggregate maximum
amount of Compensating Interest required pursuant to Sections 5.20 and 6.09 to
have been paid by the Master Servicer or a Subservicer or netted against the
Master Servicer's aggregate Servicing Fee for such Distribution Date over (ii)
the amount of Compensating Interest actually paid by the Master Servicer or a
Subservicer or actually netted against the Master Servicer's aggregate Servicing
Fee for such Distribution Date.
"Mortgage Loan Schedule": The lists of the Mortgage Loans
transferred to the Trustee on or before the Closing Date or Subsequent Transfer
Date as part of the Trust Fund and attached hereto as Exhibits D-1 and D-2 and
delivered in computer readable format, which list shall set forth at a minimum
the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged
Property;
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(iii) the type of property;
(iv) the current Monthly Payment as of the Cut-off Date;
(v) the original number of months to maturity;
(vi) the scheduled maturity date;
(vii) the Principal Balance as of the Cut-off Date (with
respect to an Initial Mortgage Loan) or Subsequent
Cut-off Date (with respect to a Subsequent Mortgage
Loan);
(viii) the Loan-to-Value Ratio or Combined Loan-to-Value
Ratio at origination;
(ix) the Mortgage Interest Rate as of the Cut-off Date
(with respect to an Initial Mortgage Loan) or
Subsequent Cut-off Date (with respect to a Subsequent
Mortgage Loan);
(x) the Mortgage Interest Rate at origination;
(xi) the Gross Margin (with respect to Group I Loans) and
the frequency of the adjustment thereof;
(xii) the first Rate Adjustment Date (with respect to Group
I Loans) after the Cut-off Date (with respect to an
Initial Mortgage Loan) or Subsequent Cut-off Date
(with respect to a Subsequent Mortgage Loan);
(xiii) the first Rate Adjustment Date after origination and
the frequency of adjustment (with respect to Group I
Loans);
(xiv) the Lifetime Cap (with respect to Group I Loans);
(xv) the Lifetime Floor (with respect to Group I Loans);
(xvi) the Appraised Value;
(xvii) the stated purpose of the loan at origination;
(xviii) the type of occupancy at origination;
(xix) the documentation type (as described in the
Underwriting Guidelines);
(xx) the Periodic Cap (with respect to Group I Loans);
(xxi) the loan classification (as described in the
Underwriting Guidelines);
(xxii) the related Index (with respect to Group I Loans) and
the look-back period for such Mortgage Loan;
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(xxiii) the Servicing Fee with respect to such Mortgage Loan,
expressed as a rate per annum;
(xxiv) whether such Mortgage Loan is secured by a first lien
or second lien; and
(xxv) whether such Mortgage Loan is an Oceanmark Loan or an
SPFC Loan.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
"Mortgage Note": The original, executed note or other evidence
of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.
"Mortgaged Property": The underlying property securing a
Mortgage Loan, consisting of a fee simple estate in a single parcel of land
improved by a Residential Dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net Foreclosure Profits": As to any Distribution Date, an
amount equal to (i) the aggregate Foreclosure Profits with respect to such
Distribution Date minus (ii) Liquidated Loan Losses with respect to such
Distribution Date.
"Net Liquidation Proceeds": As to any Liquidated Mortgage
Loan, Liquidation Proceeds net of Liquidation Expenses and net of any
unreimbursed Periodic Advances and unreimbursed Servicing Advances made by the
Master Servicer. For all purposes of this Agreement, Net Liquidation Proceeds
shall be allocated first to accrued and unpaid interest on the related Mortgage
Loan and then to the unpaid principal balance thereof.
"Net Mortgage Interest Rate": With respect to each Mortgage
Loan at any time of determination, a rate equal to (i) the Mortgage Interest
Rate on such Mortgage Loan minus (ii) the sum of the per annum rates used to
determine the related Servicing Fee and Trustee Fee and the Premium Percentage.
Any regular monthly computation of interest at such rate shall be based upon
annual interest at such rate on the applicable amount divided by twelve.
"Net REO Proceeds": As to any REO Mortgage Loan, REO Proceeds
net of any related expenses of the Master Servicer.
"Nonrecoverable Advances": With respect to any Mortgage Loan,
(a) any Periodic Advance or Servicing Advance previously made and not reimbursed
from late collections pursuant to Section 5.04(b), or (b) a Periodic Advance or
Servicing Advance proposed to be made in respect of a Mortgage Loan or REO
Property either of which, in the good faith business judgment of the Master
Servicer, as evidenced by an Officer's Certificate delivered to the Certificate
Insurer and the Trustee would not be ultimately recoverable pursuant to Sections
5.04 and Section 6.02.
"Non-United States Person": Any Person other than a United
States Person.
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"Notional Amount": As of any Distribution Date, with respect
to the Class I S Certificates, an amount equal to the aggregate Principal
Balance of the Group I Loans immediately prior to such date. As of any
Distribution Date, with respect to the Class II S Certificates, an amount equal
to the aggregate Principal Balance of the Group II Loans immediately prior to
such date.
"Oceanmark Loan": A Mortgage Loan originated by Oceanmark
Bank, FSB, as listed on the related Mortgage Loan Schedule.
"Officer's Certificate": A certificate signed by the Chairman
of the Board, the President or a Vice President and the Treasurer, the Secretary
or one of the Assistant Treasurers or Assistant Secretaries of the Seller and/or
the Master Servicer, or the Company, as required by this Agreement.
"One-Month LIBOR": With respect to any Accrual Period, the
rate determined by the Trustee on the related Interest Determination Date on the
basis of the offered rates of the Reference Banks for one-month United States
dollar deposits, as such rates appear on the Reuters Screen LIBO Page, as of
11:00 a.m. (London time) on such Interest Determination Date. On each Interest
Determination Date, One-Month LIBOR for the related Accrual Period will be
established by the Trustee as follows:
(i) If on such Interest Determination Date two or more
Reference Banks provide such offered quotations,
One-Month LIBOR for the related Accrual Period shall
be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole
multiple of 1/16%).
(ii) If on such Interest Determination Date fewer than two
Reference Banks provide such offered quotations,
One-Month LIBOR for the related Accrual Period shall
be the higher of (i) One-Month LIBOR as determined on
the previous Interest Determination Date and (ii) the
Reserve Interest Rate.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be counsel for the Seller, the Master Servicer, the Trustee,
a Certificateholder or a Certificateholder's prospective transferee or the
Certificate Insurer (including except as otherwise provided herein, in-house
counsel) reasonably acceptable to each addressee of such opinion and experienced
in matters relating to the subject of such opinion; except that any opinion of
counsel relating to (a) the qualification of the Trust Fund as a REMIC or (b)
compliance with the REMIC Provisions must be an opinion of counsel who (i) is in
fact independent of the Seller, the Master Servicer and the Trustee, (ii) does
not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicer or the Trustee or in an Affiliate
thereof, (iii) is not connected with the Seller or the Master Servicer or the
Trustee as an officer, employee, director or person performing similar functions
and (iv) is reasonably acceptable to the Certificate Insurer.
"Original Group I Pool Principal Balance": The Group I Pool
Principal Balance as of the Cut-off Date, which is $75,000,000.00.
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"Original Group II Pool Principal Balance": The Group II Pool
Principal Balance as of the Cut-off Date, which is $95,000,000.00.
"Original Certificate Principal Balance": As of the Startup
Day and as to the Class A-1 Certificates, $75,000,000.00, as to the Class A-2
Certificates, $36,890,000.00, as to the Class A-3 Certificates, $27,110,000.00,
as to the Class A-4 Certificates, $12,280,000.00, as to the Class A-5
Certificates, $9,280,000.00, as to the Class A-6 Certificates, $9,440,000.00,
and as to the each class of Class S Certificates, $0.00. The Class R
Certificates do not have an Original Certificate Principal Balance.
"Original Pool Principal Balance": The Pool Principal Balance
as of the Cut-off Date, which is $170,000,000.00.
"Original Pre-Funded Amount": With respect to Loan Group I and
Loan Group II, the amount deposited by the Company in the Pre-Funding Account on
the Closing Date, which amount is $20,210,278.26 for Loan Group I and
$24,370,872.69 for Loan Group II.
"Outstanding Mortgage Loan": As to any Due Date, a Mortgage
Loan (including an REO Mortgage Loan) which was not the subject of a Principal
Prepayment in Full prior to such Due Date, which did not become a Liquidated
Mortgage Loan prior to such Due Date, which was not repurchased by the Seller
prior to such Due Date pursuant to Section 2.04 and which was not repurchased by
an Affiliate of the Seller pursuant to Section 5.18.
"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.
"Owner-Occupied Mortgaged Property": A Residential Dwelling as
to which (a) the related Mortgagor represented an intent to occupy as such
Mortgagor's primary, secondary or vacation residence at the origination of the
Mortgage Loan, and (b) the Seller has no actual knowledge that such Residential
Dwelling is not so occupied.
"Percentage Interest": With respect to a Class A Certificate
and any date of determination, the portion evidenced by such Certificate,
expressed as a percentage rounded to four decimal places, equal to a fraction
the numerator of which is the initial Authorized Denomination represented by
such Certificate and the denominator of which is the Original Certificate
Principal Balance of such Certificate. With respect to a Class S or Class R
Certificate and any date of determination, the portion evidenced thereby as
stated on the face of such Certificate.
"Periodic Advance": The aggregate of the advances with respect
to Mortgage Loans and REO Properties required to be made by the Master Servicer
on any Master Servicer Remittance Date pursuant to Section 5.21 hereof, the
amount of any such advances being equal to the sum of: (i) with respect to the
Mortgage Loans (other than Balloon Mortgage Loans with delinquent Balloon
Payments as described in clause (iii) below and other than REO Properties as
described in clauses (ii) and (iv) below), all Monthly Payments (net of the
related Servicing Fee) on such Mortgage Loans that were delinquent as of the
close of business on the Business Day preceding the related Master Servicer
Remittance Date, plus (ii) with respect to each REO
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Property (other than any REO Property relating to a Balloon Mortgage Loan with a
delinquent Balloon Payment as described in clause (iv) below), which REO
Property was acquired during or prior to the related Due Period and as to which
an REO Disposition did not occur during the related Due Period, an amount equal
to the Monthly Payment (net of the related Servicing Fee) for the most recently
ended Due Period for the related Mortgage Loan minus the net income from such
REO Property transferred to the related Certificate Account for such
Distribution Date, plus (iii) with respect to each Balloon Mortgage Loan with a
delinquent Balloon Payment (other than any related REO Property as described in
clause (iv) below), an amount equal to the assumed monthly principal and
interest payment (net of the related Servicing Fee) that would have been due on
the related Due Date based on the original principal amortization schedule for
such Balloon Mortgage Loan, plus (iv) with respect to each REO Property relating
to a Balloon Mortgage Loan with a delinquent Balloon Payment, which REO Property
was acquired during or prior to the related Due Period and as to which an REO
Disposition did not occur during the related Due Period, an amount equal to the
assumed monthly principal and interest payment (net of the related Servicing
Fee) that would have been due on the related Due Date based on the original
principal amortization schedule for the related Balloon Mortgage Loan minus the
net income from such REO Property transferred to the related Certificate Account
for such Distribution Date, minus (v) the amount of any advance otherwise
required for such Distribution Date pursuant to clauses (i) through (iv) above
which the Master Servicer has determined to be a Nonrecoverable Advance.
"Periodic Cap": With respect to each Group I Loan, the
provision in the related Mortgage Note that provides for an absolute maximum
amount by which the Mortgage Interest Rate therein may increase or decrease on a
Rate Adjustment Date above or below the Mortgage Interest Rate previously in
effect.
"Permitted Investments": As used herein, Permitted Investments
shall include the following:
(a) direct general obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and
interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and
credit of the United States and any obligation of, or guaranties by,
FHLMC or FNMA (other than senior debt obligations and mortgage
pass-through certificates guaranteed by FHLMC or FNMA) shall be a
Permitted Investment; PROVIDED THAT at the time of such investment,
such investment is acceptable to the Certificate Insurer, but excluding
any of such securities whose terms do not provide for payment of a
fixed dollar amount upon maturity or call for redemption;
(b) federal funds and certificates of deposit, time and demand
deposits and banker's acceptances issued by any bank or trust company
incorporated under the laws of the United States or any state thereof
and subject to supervision and examination by federal or state banking
authorities, provided that at the time of such investment or
contractual commitment providing for such investment the short-term
debt obligations of such bank or trust company at the date of
acquisition thereof have been rated in its highest rating by each
Rating Agency;
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(c) commercial paper (having original maturities of not more
than 180 days) rated in its highest rating by each Rating Agency;
(d) investments in money market funds rated in its highest
rating by each Rating Agency; and
(e) investments approved by the Rating Agencies and the
Certificate Insurer in writing delivered to the Trustee;
provided that each such Permitted Investment shall be a "permitted investment"
within the meaning of Section 860G(a)(5) of the Code and that no instrument
described hereunder shall evidence either the right to receive (x) only interest
with respect to the obligations underlying such instrument or (y) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provided a
yield to maturity at par greater than 120% of the yield to maturity at par of
the underlying obligations; and provided, further, that no instrument described
hereunder may be purchased at a price greater than par.
"Permitted Transferee": Any transferee of a Class R
Certificate other than a Non- United States Person or Disqualified Organization.
"Person": Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, national banking association,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plan": As defined in Section 4.02(m).
"Policy Business Day": A Business Day as defined in the
Certificate Insurance Policy.
"Pool Principal Balance": The sum of the Group I Pool
Principal Balance and the Group II Pool Principal Balance as of any date of
determination.
"Pool Strip Rate": With respect to the Class I S Certificates
and the Mortgage Loans in Loan Group I, a per annum rate equal to the weighted
average of the related Net Mortgage Interest Rates, weighted on the basis of the
related Principal Balances of such Mortgage Loans at the beginning of the
related Due Period, minus the Group I Class A PassThrough Rate. With respect to
the Class II S Certificates and the Mortgage Loans in Loan Group II, a per annum
rate equal to the related Net Mortgage Interest Rate minus 7.99%. The Pool Strip
Rates are also designated on the related Mortgage Loan Schedule as the "Class I
S Strip" or the "Class II S Strip" as applicable for such Mortgage Loan and the
related Class S Certificates.
"Preference Amount": Any amount previously distributed to a
Class A Certificateholder that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code as amended from time to time, in accordance with a final
nonappealable order of a court having competent jurisdiction.
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"Preference Claim": As defined in Section 6.04(f).
"Pre-Funding Account": The Group I Pre-Funding Account or the
Group II Pre- Funding Account, as applicable.
"Premium Amount": Beginning on the third Distribution Date,
the product of 1/12 of the Premium Percentage and the Certificate Principal
Balance for the related Distribution Date.
"Premium Percentage": With respect to any Group I Loan or
Group II Loan, the fixed percentage per annum set forth in the Insurance
Agreement.
"Prepayment Assumption": With respect to the Group I and Group
II Certificates, a 115% Prepayment Assumption (i.e. a 100% Prepayment Assumption
multiplied by 1.15). A 100% Prepayment Assumption assumes a constant prepayment
rate of 4% per annum for the first month, increasing each month by an additional
approximate 1.45% (precisely 16/11) (expressed as a percentage per annum) until
such rate reaches 20.00% (on the twelfth month) and remaining level at 20.00%
thereafter, used solely for determining the accrual of original issue discount,
market discount and premium, if any, on the Certificates for federal income tax
purposes.
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject during the
related Due Period of a Principal Prepayment in Full or Curtailment, an amount
equal to (a) 30 days' interest on the Principal Balance of such Mortgage Loan at
a per annum rate equal to the Mortgage Interest Rate (or at such lower rate as
may be in effect for such Mortgage Loan pursuant to application of the Civil
Relief Act, any Deficient Valuation and/or any Debt Service Reduction) minus the
rate at which the Servicing Fee is calculated minus (b) the amount of interest
actually remitted by the Mortgagor in connection with such Principal Prepayment
in Full or Curtailment less the Servicing Fee for such Mortgage Loan in such
month.
"Principal Balance": As to any Mortgage Loan and Distribution
Date, the principal balance of such Mortgage Loan as of the Due Date preceding
such date of determination as specified for such Due Date in the amortization
schedule (before any adjustment to such amortization schedule by reason of any
bankruptcy (other than Deficient Valuations) or similar proceeding or any
moratorium or similar waiver or grace period) after giving effect to Principal
Prepayments in Full or Curtailments received prior to such Due Date, Deficient
Valuations incurred prior to such Due Date, to any Curtailments applied by the
Master Servicer in reduction of the unpaid principal balance of such Mortgage
Loan as of such Due Date and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related Mortgagor. The
Principal Balance of a Mortgage Loan which becomes a Liquidated Mortgage Loan
prior to such Due Date shall be zero.
"Principal Prepayment in Full": Any payment or other recovery
of principal on a Mortgage Loan equal to the outstanding principal balance
thereof, received in advance of the final scheduled Due Date which is not
intended as an advance payment of a scheduled Monthly Payment.
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"Purchase Agreement": The Mortgage Loan Purchase Agreement,
dated as of the date hereof, between the Seller and the Company relating to the
sale of the Mortgage Loans to the Company.
"Qualified Mortgage": "Qualified Mortgage" shall have the
meaning set forth from time to time in the definition thereof at Section
860G(a)(3) of the Code (or any successor statute thereto).
"Qualified Substitute Mortgage Loan": A mortgage loan or
mortgage loans substituted for a Deleted Mortgage Loan pursuant to Section 2.04
or 3.03 hereof, which (a)(i) with respect to a Group I Loan, has or have the
same interest rate index, a margin over such index and a maximum interest rate
at least equal to those applicable to the Deleted Mortgage Loan and (ii) with
respect to a Group II Loan, has the same or greater interest rate, (b) relates
or relate to a detached one-family residence or to the same type of Residential
Dwelling as the Deleted Mortgage Loan and in each case has or have the same or a
better lien priority as the Deleted Mortgage Loan and has the same occupancy
status or is an Owner Occupied Mortgaged Property, (c) matures or mature no
later than (and not more than one year earlier than) the Deleted Mortgage Loan
(except during the first 90 days after the Cut-off Date), (d) has or have a
Loan-to-Value Ratio or Loan-to-Value Ratios (or Combined Loan-to-Value Ratio or
Combined Loan-to-Value Ratios, with respect to a Second Mortgage Loan) at the
time of such substitution no higher than the Loan-to-Value Ratio (or Combined
Loan-to-Value Ratio, with respect to a Second Mortgage Loan) of the Deleted
Mortgage Loan, (e) has or have a principal balance or principal balances (after
application of all payments received on or prior to the date of substitution)
not substantially less and not more than the Principal Balance of the Deleted
Mortgage Loan as of such date, (f) satisfies or satisfy the criteria set forth
from time to time in the definition of "qualified replacement mortgage" at
Section 860G(a)(4) of the Code (or any successor statute thereto) and (g)
complies or comply as of the date of substitution with each representation and
warranty set forth in Sections 3.01 and 3.02 of the Purchase Agreement.
"Rate Adjustment Date": The date on which the Mortgage
Interest Rate is adjusted with respect to each Group I Loan. The first Rate
Adjustment Date for each Group I Loan is set forth on the Mortgage Loan
Schedule.
"Rating Agency": S&P, DCR or Moody's.
"Record Date": With respect to any Distribution Date, the
close of business on the last Business Day of the month immediately preceding
the month of such Distribution Date.
"Reference Banks": Bankers Trust Company, Barclay's Bank PLC,
The Bank of Tokyo and National Westminster Bank PLC; PROVIDED that if any of the
foregoing banks are not suitable to serve as a Reference Bank, then any leading
banks selected by the Trustee which are engaged in transactions in Eurodollar
deposits in the international Eurocurrency market (i) with an established place
of business in London, (ii) not controlling, under the control of or under
common control with the Company or any affiliate thereof, (iii) whose quotations
appear on the Reuters Screen LIBO Page on the relevant Interest Determination
Date and (iv) which have been designated as such by the Trustee.
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"Released Mortgaged Property Proceeds": As to any Mortgage
Loan, proceeds received by the Master Servicer in connection with (a) a taking
of an entire Mortgaged Property by exercise of the power of eminent domain or
condemnation or (b) any release of part of the Mortgaged Property from the lien
of the related Mortgage, whether by partial condemnation, sale or otherwise;
which are not released to the Mortgagor in accordance with applicable law,
Accepted Servicing Practices and this Agreement.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter I of the Code, and related
provisions, and temporary and final regulations promulgated thereunder and
published rulings, notices and announcements, as the foregoing may be in effect
from time to time.
"REO Acquisition": The acquisition of any REO Property
pursuant to Section 5.12.
"REO Disposition": The final sale by the Master Servicer of a
Mortgaged Property acquired by the Master Servicer in foreclosure or by deed in
lieu of foreclosure.
"REO Mortgage Loan": Any Mortgage Loan which is not a
Liquidated Mortgage Loan and as to which the indebtedness evidenced by the
related Mortgage Note is discharged and the related Mortgaged Property is held
as part of the Trust Fund.
"REO Proceeds": Proceeds received in respect of any REO
Mortgage Loan (including, without limitations, proceeds from the rental of the
related Mortgaged Property).
"REO Property": As described in Section 5.12.
"Representation Letter": Letters to, or agreements with, the
Depository to effectuate a book entry system with respect to the Class A
Certificates registered in the Certificate Register under the nominee name of
the Depository.
"Request for Release": A request for release in substantially
the form attached as Exhibit H hereto.
"Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Trustee determines to be either
(i) the arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16%) of the three-month United States dollar lending rates which
New York City banks selected by the Trustee are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Trustee can determine no
such arithmetic mean, the lowest three-month United States dollar lending rate
which New York City banks selected by the Trustee are quoting on such Interest
Determination Date to leading European banks.
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"Residential Dwelling": A one- to four-family dwelling, a unit
in a planned unit development, a unit in a condominium development, a townhouse
or a manufactured housing unit which is non-mobile.
"Responsible Officer": When used with respect to the Trustee,
any officer assigned to the Corporate Trust Division (or any successor thereto),
including any Vice President, Senior Trust Officer, Trust Officer, Assistant
Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and to whom, with respect to a particular
matter, such matter is referred because of such officer's knowledge of and
familiarity with the particular subject. When used with respect to the Seller or
the Master Servicer, the President or any Vice President, Assistant Vice
President, or any Secretary or Assistant Secretary.
"S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.
"Second Mortgage Loan": Any Mortgage Loan secured by a second
lien on the related Mortgaged Property.
"Seller": Southern Pacific Funding Corporation, or its
successor.
"Senior Mortgage Loan": With respect to any Second Mortgage
Loan, a mortgage loan on the related Mortgaged Property that is senior to the
lien provided by such Second Mortgage Loan.
"Servicing Account": The account created and maintained
pursuant to Section 5.09.
"Servicing Advances": All reasonable and customary
"out-of-pocket" costs and expenses relating to a borrower default or delinquency
or other unanticipated event incurred by the Master Servicer in the performance
of its servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property including,
without limitation, taxes and insurance costs, (b) any enforcement or judicial
proceedings, including foreclosures, (c) the management and liquidation of the
REO Property, including reasonable fees paid to any independent contractor in
connection therewith, (d) compliance with the obligations under Sections 5.02
(limited solely to the reasonable and customary out-of-pocket expenses of the
subservicer), 5.05, 5.07, 5.09 or 5.10, all of which reasonable and customary
out-of-pocket costs and expenses are reimbursable to the Master Servicer to the
extent provided in Section 5.04(a) and 5.10.
"Servicing Compensation": The Servicing Fee and other amounts
to which the Master Servicer is entitled pursuant to Section 5.14.
"Servicing Fee": As to each Mortgage Loan, the annual fee
payable to the Master Servicer and the related Subservicer, if any, as indicated
on the related Mortgage Loan Schedule. Such fee shall not be in excess of 0.50%
per annum. Such fee shall be calculated and payable monthly only from the
amounts received in respect of interest on such Mortgage
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Loan and shall be computed on the basis of the same principal amount and for the
period respecting which any related interest payment on a Mortgage Loan is
computed. The Servicing Fee includes any servicing fees owed or payable to any
Subservicer.
"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 Certificate Insurer by the Master
Servicer, as such list may from time to time be amended.
"Special Deposit": As defined in Section 2.01(a) hereof.
"SPFC Loan": A Mortgage Loan originated by Southern Pacific
Funding Corporation, as listed on the related Mortgage Loan Schedule.
"Startup Day": The day designated as such pursuant to Section
10.01(b) hereof.
"Subsequent Cut-off Date": With respect to those Subsequent
Mortgage Loans which are sold to the Trust Fund pursuant to a Subsequent
Transfer Instrument, the close of business on the day prior to the related
Subsequent Transfer Date.
"Subsequent Mortgage Loan": A Mortgage Loan sold by the
Company to the Trust Fund pursuant to Section 2.08, such Mortgage Loan being
identified on the Mortgage Loan Schedule attached to a Subsequent Transfer
Instrument.
"Subsequent Transfer Date": With respect to each Subsequent
Transfer Instrument, the date on which the related Subsequent Mortgage Loans are
sold to the Trust Fund.
"Subsequent Transfer Instrument": Each Subsequent Transfer
Instrument dated as of a Subsequent Transfer Date executed by the Trustee and
the Company substantially in the form of Exhibit N, by which Subsequent Mortgage
Loans are sold to the Trust Fund.
"Subservicer": Any Person with whom the Master Servicer has
entered into a Subservicing Agreement and who satisfies the requirements set
forth in Section 5.02(a) hereof in respect of the qualification of a
Subservicer.
"Subservicing Agreement": Any agreement between the Master
Servicer and any Subservicer relating to subservicing and/or administration of
certain Mortgage Loans as provided in Section 5.02, a copy of which shall be
delivered, along with any modifications thereto, to the Trustee and the
Certificate Insurer.
"Substitution Adjustment": As to any date on which a
substitution occurs pursuant to Sections 2.04 or 3.03, the amount (if any) by
which the aggregate principal balances (after application of principal payments
received on or before the date of substitution of any Qualified Substitute
Mortgage Loans as of the date of substitution), are less than the aggregate of
the Principal Balances of the related Deleted Mortgage Loans.
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"Tax Matters Person": The Person or Persons appointed pursuant
to Section 10.01(c) from time to time to act as the "tax matters person" (within
the meaning of the REMIC Provisions) of the Trust Fund.
"Tax Return": The federal income tax return on Internal
Revenue Service Form 1066, "U.S. Real Estate Mortgage Investment Conduit Income
Tax Return," including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the Trust Fund due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provision of federal, state or local tax laws in
connection with the Trust Fund.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit And Agreement": As defined in Section
4.02(j).
"Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any
Ownership Interest in a Certificate.
"Trustee": Bankers Trust Company of California, N.A., or its
successor in interest, or any successor trustee appointed as herein provided.
"Trustee Fee": As to any Distribution Date, the fee payable to
the Trustee in respect of its services as Trustee that accrues at a monthly rate
equal to 1/12 of 0.01% of the sum of the Principal Balance of each Mortgage
Loan, the Group I Pre-Funded Amount and the Group II Pre-Funded Amount as of the
immediately preceding Due Date.
"Trustee Remittance Report": As defined in Section 6.07.
"Trust Fund": The segregated pool of assets subject hereto,
constituting the trust created hereby and to be administered hereunder,
consisting of: (a) such Mortgage Loans as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto and all collections
thereon and proceeds thereof after the Cut-off Date, (b) such assets as from
time to time are identified as deposited in the Certificate Accounts (including
the Special Deposit), (c) such assets as from time to time are identified as REO
Property and collections thereon and proceeds thereof, assets that are deposited
in the Accounts, including amounts on deposit in the Accounts and invested in
Permitted Investments, (d) the Trustee's rights with respect to the Mortgage
Loans under all insurance policies required to be maintained pursuant to this
Agreement (including the Certificate Insurance Policy) and any Insurance
Proceeds (and any proceeds of the Certificate Insurance Policy), (e) Liquidation
Proceeds, (f) Released Mortgaged Property Proceeds, (g) the representations and
warranties of the Seller pursuant to the Purchase Agreement and (h) amounts on
deposit in the Interest Coverage Accounts and the Pre-Funding Accounts.
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"12 Month Loss Amount": With respect to any Distribution Date,
an amount equal to the aggregate of all Liquidation Loan Losses on the Mortgage
Loans which became Liquidated Mortgage Loans during the 12 preceding Due
Periods.
"UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.
"UCC Financing Statement": A financing statement executed and
filed pursuant to the UCC.
"Underwriter": Lehman Brothers Inc.
"Underwriting Guidelines": The underwriting guidelines of the
Seller.
"United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.
"Unpaid REO Amortization": As to any REO Mortgage Loan and any
month, the aggregate of the installments of principal and accrued interest
(adjusted to the related Net Mortgage Interest Rate) deemed to be due in such
month and in any prior months that remain unpaid, calculated in accordance with
Section 5.12.
Section 1.02 PROVISIONS OF GENERAL APPLICATION. (a) All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP.
(b) The terms defined in this Article include the plural as
well as the singular.
(c) The words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole. All references to
Articles and Sections shall be deemed to refer to Articles and Sections of this
Agreement.
(d) Reference to statutes are to be construed as including all
statutory provisions consolidating, amending or replacing the statute to which
reference is made and all regulations promulgated pursuant to such statutes.
(e) All calculations of interest (other than with respect to
the Mortgage Loans, or as otherwise specifically set forth herein) provided for
herein shall be made on the basis of a 360-day year and the actual number of
days elapsed in the related period. All calculations of interest with respect to
any Mortgage Loan provided for herein shall be made in accordance with the terms
of the related Mortgage Note and Mortgage or, if such documents do not specify
the basis upon which interest accrues thereon, on the basis of a 360-day year
and the actual number of days elapsed in the related period, to the extent
permitted by applicable law.
(f) Any Mortgage Loan payment is deemed to be received on the
date such payment is actually received by the Master Servicer, provided,
however, that for purposes of calculating distributions on the Certificates,
prepayments with respect to any Mortgage Loan are
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deemed to be received on the date they are applied in accordance with customary
servicing practices consistent with the terms of the related Mortgage Note and
Mortgage to reduce the outstanding principal balance of such Mortgage Loan on
which interest accrues.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 CONVEYANCE OF MORTGAGE LOANS; SPECIAL DEPOSIT;
PRIORITY AND SUBORDINATION OF OWNERSHIP INTERESTS. (a) The Company does hereby
sell, transfer, assign, set over and convey to the Trustee without recourse but
subject to the provisions in this Section 2.01 and the other terms and
provisions of this Agreement, all of the right, title and interest of the
Company in and to the Mortgage Loans (other than interest due thereon on or
before May 1, 1996), including all principal due thereon before, on or after the
Cut-off Date (except for any such principal received by the Company prior to the
Cut-off Date the receipt of which is reflected in the Mortgage Loan Schedule),
and all other assets included or to be included in the Trust Fund for the
benefit of the Certificateholders and the Certificate Insurer. In connection
with such transfer and assignment, and pursuant to Section 2.06 of the Purchase
Agreement, the Company does hereby also irrevocably transfer, assign, set over
and otherwise convey to the Trustee all of its rights under the Purchase
Agreement including, without limitation, its right to exercise the remedies
created by Sections 2.05 and 3.04 of the Purchase Agreement for breaches of
representations and warranties, agreements and covenants of the Seller contained
in Sections 3.01 and 3.02 of the Purchase Agreement.
In addition, the Company shall make a special deposit (the
"Special Deposit") on the Closing Date, of $9,190.00 into the Group I
Certificate Account and $4,092.00 into the Group II Certificate Account with
respect to interest on Group I and Group II Loans, respectively, not having
their first payment due until July 1, 1996. The Special Deposit shall be made
without regard to recoverability, and shall not be reimbursable. In no event
shall the Trustee or Master Servicer be liable for the payment of the Special
Deposits.
(b) The rights of the Certificateholders to receive payments
with respect to the Mortgage Loans in respect of the Certificates, and all
ownership interests of the Certificateholders in such payments, shall be as set
forth in this Agreement. In this regard, (i) all rights of the Class R and Class
I S Certificateholders to receive payments in respect of the Class R and Class I
S Certificates, are subject and subordinate to the preferential rights of the
Group I Class A Certificateholders to receive payments in respect of the Group I
Class A Certificates and to the Certificate Insurer's rights to be reimbursed
for Group I Insured Payments together with interest thereon at the rate
specified herein or in the Insurance Agreement and (ii) all rights of the Class
R and Class II S Certificateholders to receive payments in respect of the Class
R and Class II S Certificates, are subject and subordinate to the preferential
rights of the Group II Class A Certificateholders to receive payments in respect
of the Group II Class A Certificates and to the Certificate Insurer's rights to
be reimbursed for Group II Insured Payments together with interest thereon at
the rate specified herein or in the Insurance Agreement. In accordance with the
foregoing, (i) the ownership interest of the Class R and Class I S
Certificateholders in amounts deposited in the Group I Certificate Account from
time to time shall not vest unless and until such amounts are distributed in
respect of the Class R and Class I S Certificates in accordance with the terms
of this Agreement and (ii) the ownership interest of the Class R and Class II S
Certificateholders in amounts deposited in the Group II Certificate Account from
time to time shall not vest unless and until such amounts are distributed in
respect of the Class R, Class II S Certificates in accordance with the terms of
this Agreement.
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(c) It is intended that the conveyance of the Mortgage Loans
by the Company to the Trustee as provided in this Section be, and be construed
as, a sale of the Mortgage Loans by the Company to the Trustee for the benefit
of the Certificateholders. It is, further, not intended that such conveyance be
deemed a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that the Mortgage
Loans are held to be property of the Company, or if for any reason this
Agreement is held or deemed to create a security interest in the Mortgage Loans,
then it is intended that, (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed to
be (1) a grant by the Company to the Trustee of a security interest in all of
the Company's right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in the related Mortgage Files, (B) all amounts
payable to the holders of the Mortgage Loans in accordance with the terms
thereof and (C) 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 Accounts or the Collection 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 the Seller'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) through (C) granted by the Seller to the Company pursuant to the
Purchase Agreement; (c) the possession by the Trustee or its agent of Mortgage
Notes and 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
New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Sections 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, the Seller 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, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement.
Section 2.02 POSSESSION OF MORTGAGE FILES; ACCESS TO MORTGAGE
FILES. (a) Upon the issuance of the Certificates, the ownership of each Mortgage
Note, the Mortgage and the contents of the Mortgage File related to each Initial
Mortgage Loan is vested in the Trustee for the benefit of the Certificateholders
and the Certificate Insurer.
(b) Pursuant to Section 2.04 of the Purchase Agreement, the
Company has delivered or caused to be delivered the Mortgage File related to
each Initial Mortgage Loan to the Trustee.
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(c) The Trustee may enter into a custodial agreement pursuant
to which the Trustee will appoint a custodian (a "Custodian") to hold the
Mortgage Files in trust for the benefit of all present and future
Certificateholders and the Certificate Insurer; provided, however, that the
custodian so appointed shall in no event be the Company or the Master Servicer
or any Person known to a Responsible Officer of the Trustee to be an Affiliate
of the Company or the Master Servicer. The Trustee hereby appoints Bankers Trust
Company of California, N.A. as the initial Custodian.
(d) The Custodian shall afford the Company, the Certificate
Insurer and the Master Servicer reasonable access to all records and
documentation regarding the Mortgage Loans relating to this Agreement, such
access being afforded at customary charges, upon reasonable request and during
normal business hours at the offices of the Custodian.
Section 2.03 DELIVERY OF MORTGAGE LOAN DOCUMENTS AND
CERTIFICATE INSURANCE POLICY. (a) In connection with each conveyance pursuant to
Section 2.01 hereof, the Company has delivered or does hereby agree to deliver
or cause to be delivered to the Trustee on or before the Closing Date, the
Certificate Insurance Policy, the Mortgage Loan Schedule and each of the
following documents for each Mortgage Loan sold by the Seller to the Company and
sold by the Company to the Trust Fund:
(i) The original Mortgage Note bearing all intervening
endorsements showing a complete chain of endorsements from the
originator of such Mortgage Loan to the Seller, endorsed by the Seller
without recourse in the following form: "Pay to the order of , without
recourse" and signed in the name of the Seller by an authorized
officer;
(ii) The original Mortgage with evidence of recording
indicated thereon;
(iii) An original assignment of the original Mortgage, in
suitable form for recordation in the jurisdiction in which the related
Mortgaged Property is located, such assignment to be in blank and
signed in the name of the Seller by an authorized officer;
(iv) The originals of all intervening assignments of the
Mortgage (with evidence of recording thereon) showing a complete chain
of assignments from the originator of such Mortgage Loan to the Seller;
(v) Any assumption, modification (with evidence of
recording thereon), consolidation or extension agreements;
(vi) The original policy of title insurance (or a
commitment for title insurance, if the policy is being held by the
title insurance company pending recordation of the Mortgage); and
(vii) The certificate of primary mortgage guaranty
insurance, if any, issued with respect to such Mortgage Loan;
PROVIDED, HOWEVER, that as to certain Mortgages or assignments thereof which
have been delivered or are being delivered to recording offices for recording
and have not been returned
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to the Seller in time to permit their delivery hereunder at the time of such
transfer, in lieu of delivering such original documents, the Company shall
deliver to the Trustee a true copy thereof with a certification by the Seller on
the face of such copy substantially as follows: "certified true and correct copy
of original which has been transmitted for recordation". The Seller will deliver
such original documents, together with any related policy of title insurance not
previously delivered, on behalf of the Company to the Trustee promptly after
they are received, but in any event no later than 120 days after the Closing
Date. The Company agrees, at its own expense, to record (or to provide the
Trustee with evidence of recordation thereof) each assignment referred to in
clause (iii) above promptly after the Closing Date in the appropriate public
office for real property records, provided that such assignments are redelivered
by the Trustee to the Seller upon the Seller's written request and at the
Seller's expense, unless the Seller (at its expense) furnishes to the Trustee,
the Certificate Insurer and the Rating Agencies an unqualified Opinion of
Counsel reasonably acceptable to the Trustee to the effect that recordation of
such assignment is not necessary under applicable state law to preserve the
Trustee's interest in the related Mortgage Loan against the claim of any
subsequent transferee of such Mortgage Loan or any successor to, or creditor of,
the Seller.
Within a period of 14 days from the Closing Date, the Trustee
shall complete the endorsement of each Mortgage Note such that the final
endorsement appears in the following form:
"Pay to the order of Bankers Trust Company of California,
N.A., as Trustee under that certain Pooling and Servicing
Agreement dated as of May 8, 1996, for Southern Pacific
Secured Assets Corp., Mortgage Pass-Through Certificates,
Series 1996-2, without recourse."
Within a period of 14 days from the Closing Date, the Trustee
shall also complete the endorsement of each Assignment of Mortgage and
Assignment of Leases, if any, such that the final Assignment of Mortgage appears
in the following form:
"Bankers Trust Company of California, N.A., as Trustee under
that certain Pooling and Servicing Agreement dated as of May
8, 1996, for Southern Pacific Secured Assets Corp., Mortgage
PassThrough Certificates, Series 1996-2."
(b) In the event that any such original document is required
pursuant to the terms of this Section 2.03 to be a part of a Mortgage File, such
document shall be delivered promptly by the Company to the Trustee. In acting as
custodian of any such original document, the Master Servicer agrees further that
it does not and will not have or assert any beneficial ownership interest in the
Mortgage Loans or the Mortgage Files.
Section 2.04 ACCEPTANCE BY TRUSTEE OF THE TRUST FUND; CERTAIN
SUBSTITUTIONS; CERTIFICATION BY TRUSTEE. (a) The Trustee agrees to execute and
deliver to the Company, the Certificate Insurer, the Master Servicer and the
Seller on or prior to the Closing Date an acknowledgment of receipt of the
Certificate Insurance Policy and, with respect to each Mortgage Loan, on or
prior to the Closing Date, an acknowledgement of receipt of the original
Mortgage Note (with any exceptions noted), in the form attached as Exhibit E
hereto and
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declares that it will hold such documents and any amendments, replacements or
supplements thereto, as well as any other assets included in the definition of
Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to
the conditions set forth herein for the benefit of the Certificateholders and
the Certificate Insurer. The Trustee agrees, for the benefit of the
Certificateholders and the Certificate Insurer, to review (or cause to be
reviewed) each Mortgage File within 45 Business Days after the Closing Date
(with respect to the Mortgage Loans), and to deliver to the Seller, the Master
Servicer, the Company and the Certificate Insurer a certification in the form
attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed
in the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any Mortgage Loan specifically identified in such certification as not
covered by such certification), (i) all documents required to be delivered to it
pursuant to Section 2.03 are in its possession, (ii) each such document has been
reviewed by it and has not been mutilated, damaged, torn or otherwise physically
altered (handwritten additions, changes or corrections shall not constitute
physical alteration if initialled by the Mortgagor), appears regular on its face
and relates to such Mortgage Loan, and (iii) based on its examination and only
as to the foregoing documents, the information set forth on the Mortgage Loan
Schedule as to the information set forth in (i), (ii), (v), (vi), (x), (xi),
(xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan
Schedule" set forth herein accurately reflects the information set forth in the
Mortgage File delivered on such date. The Trustee makes no representations as to
and shall not be responsible to verify (i) the validity, legality,
enforceability, sufficiency, due authorization, recordability or genuineness of
any of the documents contained in each Mortgage File or of any of the Mortgage
Loans or (ii) the collectability, insurability, effectiveness or suitability of
any such Mortgage Loan.
By August 31, 1996, the Trustee shall deliver (or cause to be
delivered) to the Master Servicer, the Seller, the Company and the Certificate
Insurer a final certification in the form attached hereto as Exhibit G to the
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), (i) all
documents required to be delivered to it pursuant to Section 2.03 are in its
possession, (ii) each such document has been reviewed by it and has not been
mutilated, damaged, torn or otherwise physically altered (handwritten additions,
changes or corrections shall not constitute physical alteration if initialled by
the Mortgagor), appears regular on its face and relates to such Mortgage Loan,
and (iii) based on its examination and only as to the foregoing documents, the
information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv),
(xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein
accurately reflects the information set forth in the Mortgage File delivered on
such date.
(b) If the Certificate Insurer or the Trustee during the
process of reviewing the Mortgage Files finds any document constituting a part
of a Mortgage File which is not executed, has not been received, is unrelated to
the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not
conform to the requirements of Section 2.03 or the description thereof as set
forth in the related Mortgage Loan Schedule, the Trustee or the Certificate
Insurer, as applicable, shall promptly so notify the Master Servicer, the
Seller, the Certificate Insurer and the Trustee. In performing any such review,
the Trustee may conclusively rely on the Seller as to the purported genuineness
of any such document and any signature thereon. It is understood that the scope
of the Trustee's review of the Mortgage Files is limited solely to confirming
that the documents listed in Section 2.03 have been executed and received and
relate
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to the Mortgage Files identified in the related Mortgage Loan Schedule and such
documents conform to the standard set forth in clause (ii) of the paragraph
directly above. The Trustee shall request that the Seller cure any such defect
within 60 days from the date on which the Seller was notified of such defect,
and if the Seller does not cure such defect in all material respects during such
period, request that the Seller (i) substitute in lieu of such Mortgage Loan a
Qualified Substitute Mortgage Loan in the manner and subject to the conditions
set forth in Section 3.03 or (ii) purchase such Mortgage Loan on the next
succeeding Master Servicer Remittance Date at a purchase price equal to the
actual stated principal balance of such Mortgage Loan as of the date of
purchase, plus all accrued and unpaid interest on such principal balance
computed at the Mortgage Interest Rate, plus the amount of any unpaid Servicing
Fees, unreimbursed Periodic Advances and unreimbursed Servicing Advances made by
the Master Servicer with respect to such Mortgage Loan, which purchase price
shall be deposited in the Collection Account on the same Business Day, after
deducting therefrom any amounts received in respect of such repurchased Mortgage
Loan or Loans and being held in the Collection Account for future distribution
to the extent such amounts have not yet been applied to principal or interest on
such Mortgage Loan (the "Loan Repurchase Price"). It is understood and agreed
that the obligation of the Seller to so cure or purchase any Mortgage Loan as to
which a material defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders. In addition,
it is understood and agreed that the Company has assigned to the Trustee all of
its rights under the Purchase Agreement and the right to enforce any remedy
against the Seller as provided in Section 2.05 of the Purchase Agreement. For
purposes of calculating the amount the Master Servicer is required to remit on
the Master Servicer Remittance Date following such repurchase or substitution,
any Loan Repurchase Price or Substitution Adjustment that is paid and deposited
in the related Collection Account as provided above shall be deemed to have been
deposited in the related Collection Account in the Due Period preceding such
Master Servicer Remittance Date.
(c) Upon receipt by the Trustee of a certification of a
Servicing Officer of such substitution or purchase and, in the case of a
substitution, upon receipt of the related Mortgage File, and the deposit of the
amounts described above in the Collection Account (which certification shall be
in the form of Exhibit H hereto), the Trustee shall release to the Master
Servicer for release to the Seller the related Mortgage File and shall execute,
without recourse, and deliver such instruments of transfer furnished by the
Seller as may be necessary to transfer such Mortgage Loan to the Seller. The
Trustee shall notify the Certificate Insurer if the Seller fails to repurchase
or substitute for a Mortgage Loan in accordance with the foregoing.
Section 2.05 EXECUTION OF CERTIFICATES. The Trustee
acknowledges the assignment to it of the Mortgage Loans and the delivery of the
Mortgage Files relating thereto to it and, concurrently with such delivery, has
executed, authenticated and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Mortgage Files and the other assets
included in the definition of Trust Fund, Certificates duly authenticated by the
Trustee in Authorized Denominations evidencing the entire ownership of the Trust
Fund.
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Section 2.06 FURTHER ACTION EVIDENCING ASSIGNMENTS. (a) The
Company agrees that, from time to time, at the Seller's expense, the Company
shall cause the Seller promptly to execute and deliver all further instruments
and documents, and take all further action, that may be necessary or
appropriate, or that the Master Servicer or the Trustee may reasonably request,
in order to perfect, protect or more fully evidence the transfer of ownership of
the Trust Fund or to enable the Trustee to exercise or enforce any of its rights
hereunder. Without limiting the generality of the foregoing, the Company will,
upon the request of the Master Servicer or of the Trustee execute and file (or
cause to be executed and filed) such real estate filings, financing or
continuation statements, or amendments thereto or assignments thereof, and such
other instruments or notices, as may be necessary or appropriate.
(b) The Company hereby grants to the Master Servicer and the
Trustee powers of attorney to execute all documents on its behalf under this
Agreement and the Purchase Agreement as may be necessary or desirable to
effectuate the foregoing.
Section 2.07 [RESERVED].
Section 2.08 CONVEYANCE OF THE SUBSEQUENT MORTGAGE LOANS.
(a) Subject to the conditions set forth in paragraph (b) below
in consideration of the Trustee's delivery on the related Subsequent Transfer
Dates to or upon the order of the Company of all or a portion of the balance of
funds in one of the Pre-Funding Accounts, the Company shall on any Subsequent
Transfer Date sell, transfer, assign, set over and convey without recourse to
the Trust Fund but subject to the other terms and provisions of this Agreement
all of the right, title and interest of the Company in and to (i) the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule attached to the related
Subsequent Transfer Instrument delivered by the Company on such Subsequent
Transfer Date, (ii) principal due and interest accruing on the Subsequent
Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items
with respect to such Subsequent Mortgage Loans to be delivered pursuant to
Section 2.03 above and the other items in the related Mortgage Files; PROVIDED,
HOWEVER, that the Company reserves and retains all right, title and interest in
and to principal received and interest accruing on the Subsequent Mortgage Loans
prior to the related Subsequent Cut-off Date. The transfer to the Trustee for
Loan Group I or Loan Group II, as applicable, by the Company of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Company, the Master Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale of the Subsequent
Mortgage Loans by the Company to the Trust Fund for Loan Group I or Loan Group
II, as applicable. The related Mortgage File for each Subsequent Mortgage Loan
shall be delivered to the Trustee two Business Days prior to the Subsequent
Transfer Date.
The purchase price paid by the Trustee from amounts released from the
Pre-Funding Account shall be one-hundred percent (100%) of the aggregate
principal balances of the Subsequent Mortgage Loans so transferred. This
Agreement shall constitute a fixed-price purchase contract in accordance with
Section 860G(a)(3)(A)(ii) of the Code.
(b) The Company shall transfer to the Trustee for Loan Group I
or Loan Group II the Subsequent Mortgage Loans and the other property and rights
related thereto described in Section 2.08 (a) above, and the Trustee shall
release funds from the related Pre-Funding
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Account, only upon the satisfaction of each of the following conditions on or
prior to the related Subsequent Transfer Date:
(i) the Company shall have provided the Trustee and the
Certificate Insurer with a timely Addition Notice and shall have
provided any information reasonably requested by the Trustee or the
Certificate Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Company shall have delivered to the Trustee a duly
executed Subsequent Transfer Instrument, which shall include a Mortgage
Loan Schedule, listing the Subsequent Mortgage Loans;
(iii) as of each Subsequent Transfer Date, the Company shall
not be insolvent nor shall it have been made insolvent by such transfer
nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material
adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Company shall have delivered to the Trustee an
Officer's Certificate, substantially in the form of Exhibit N,
confirming the satisfaction of each condition precedent and
representations specified in this Section 2.08(b) and Section 2.08(c)
following and in the related Subsequent Transfer Instrument;
(vii) the Company shall have delivered to the Trustee Opinions
of Counsel addressed to the Certificate Insurer, the Rating Agencies
and the Trustee with respect to the transfer of the Subsequent Mortgage
Loans substantially in the form of the Opinions of Counsel delivered to
the Certificate Insurer and the Trustee on the Closing Date regarding
certain bankruptcy, corporate and tax matters; and
(viii) the Trustee shall have delivered to the Certificate
Insurer and the Company an Opinion of Counsel addressed to the Company,
the Rating Agencies and the Certificate Insurer with respect to the
Subsequent Transfer Instrument substantially in the form of the Opinion
of Counsel delivered to the Certificate Insurer and the Company on the
Closing Date regarding certain corporate matters relating to the
Trustee.
(c) The obligation of the Trust Fund to purchase a Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the following
representations and warranties of the Company with respect to such Subsequent
Mortgage Loan being satisfied: (i) such Subsequent Mortgage Loan may not be 30
or more days contractually delinquent as of the related Subsequent Cut-off Date;
(ii) the stated term to maturity of such Subsequent Mortgage Loan will not
exceed 360 months; (iii) such Subsequent Mortgage Loan may not provide for
negative amortization; (iv) such Subsequent Mortgage Loan will be underwritten
in accordance with the Underwriting Guidelines; (v) such Subsequent Mortgage
Loan will not have a Loan-toValue Ratio (or Combined Loan-to-Value Ratio in the
case of second lien Mortgage Loans) greater than 90%; and (vi) such Subsequent
Mortgage Loans will have as of the end of the related Funding Period, a weighted
average term since origination not in excess of six months.
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In addition, following the purchase of any Subsequent Mortgage Loans by the
Trust Fund, the Group I and Group II Loans, as determined separately (including
the related Subsequent Mortgage Loans) as of the end of the related Funding
Period will (a) have a weighted average original term to stated maturity of not
more than 360 months; (b) have a weighted average Loanto-Value Ratio (or
weighted average Combined Loan-to-Value Ratio in the case of second lien
Mortgage Loans) of not more than 75.48% with respect to the Group I Loans, and
74.78% with respect to Group II Loans, each by aggregate principal balance of
the related Mortgage Loans; (c) have no Mortgage Loan with a principal balance
in excess of $675,000; (d) have a weighted average Gross Margin not less than
5.58% with respect to the Group I Loans; and (e) not have a concentration of
second lien Mortgage Loans in excess of 2.00% with respect to Loan Group II, by
aggregate principal balance of the related Mortgage Loans. Some of the
Subsequent Mortgage Loans in Loan Group I may provide for a first Adjustment
Date after an initial period of two years following the origination thereof
(each, a "2/28 Loan"). Each 2/28 Loan will have a Periodic Rate Cap of 1.50% for
the first Adjustment Date and for each Adjustment Date thereafter. In the sole
discretion of the Certificate Insurer, Subsequent Mortgage Loans with
characteristics varying from those set forth above may be purchased by the Trust
Fund; provided, however, that the addition of such Mortgage Loans will not
materially affect the aggregate characteristics of the Group I Loans or Group II
Loans.
(d) Within five Business Days after the end of the Funding
Period, the Company shall deliver to DCR, Moody's and S&P a copy of the updated
Mortgage Loan Schedule including the Subsequent Mortgage Loans in electronic
format.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 REPRESENTATIONS OF THE MASTER SERVICER. The
Master Servicer hereby represents and warrants to the Trustee, the Company, the
Certificate Insurer and the Certificateholders as of the Closing Date:
(a) The Master Servicer is a Delaware corporation duly
organized, validly existing and in good standing under the laws of the
state of its incorporation and is in compliance with the laws of each
state in which any Mortgaged Property is located to the extent
necessary to enable it to perform its obligations under the terms of
this Agreement; the Master Servicer has the full corporate power and
authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this
Agreement by the Master Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized;
this Agreement evidences the valid, binding and enforceable obligation
of the Master Servicer; and all requisite corporate action has been
taken by the Master Servicer to make this Agreement valid and binding
upon the Master Servicer in accordance with its terms;
(b) Neither the execution and delivery of this Agreement, nor
the fulfillment of or compliance with the terms and conditions of this
Agreement, will conflict with or result in a breach of any of the
terms, conditions or provisions of the Master Servicer's charter or
by-laws or any legal restriction or any agreement or instrument to
which the Master Servicer is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the
foregoing, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Master Servicer or its property
is subject, or impair the ability of the Trustee (or the Master
Servicer as the agent of the Trustee) to realize on the Mortgage Loans,
or impair the value of the Mortgage Loans;
(c) The Master Servicer is an approved seller/servicer of
conventional residential mortgage loans for FNMA and FHLMC;
(d) There is no action, suit, proceeding or investigation
pending or, to the knowledge of the Master Servicer, threatened against
the Master Servicer which, either in any one instance or in the
aggregate, may result in any material adverse change in the business,
operations, financial condition, properties or assets of the Master
Servicer, or in any material impairment of the right or ability of the
Master Servicer to carry on its business substantially as now
conducted, or of any action taken or to be taken in connection with the
obligations of the Master Servicer contemplated herein, or which would
materially impair the ability of the Master Servicer to perform under
the terms of this Agreement;
(e) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery
and performance by the Master Servicer of or compliance by the Master
Servicer with this Agreement or the Mortgage Loans or the consummation
of the transactions contemplated by this Agreement, or if required,
such approval has been obtained prior to the Closing Date; and
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(f) Neither this Agreement nor any statement, report or other
document furnished by the Master Servicer pursuant to this Agreement or
in connection with the transactions contemplated hereby contains any
untrue statement of material fact regarding the Master Servicer or
omits to state a material fact necessary to make the statements
regarding the Master Servicer contained herein or therein not
misleading.
It is understood and agreed that the representations and warranties set forth in
this Section 3.01 shall survive the delivery of the respective Mortgage Files to
the Trustee or to a custodian, as the case may be, and inure to the benefit of
the Trustee, the Certificateholders and the Certificate Insurer.
Section 3.02 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY. The Company hereby represents, warrants and covenants to the Trustee,
the Certificateholders and the Certificate Insurer that as of the date of this
Agreement or as of such date specifically provided herein:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
California;
(b) The Company has the corporate power and authority to
convey the Mortgage Loans and to execute, deliver and perform, and to
enter into and consummate transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized,
executed and delivered by the Company, all requisite corporate action
having been taken, and, assuming the due authorization, execution and
delivery hereof by the Master Servicer and the Trustee, constitutes or
will constitute the legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting the rights of creditors generally, and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);
(d) No consent, approval, authorization or order of or
registration or filing with, or notice to, any governmental authority
or court is required for the execution, delivery and performance of or
compliance by the Company with this Agreement or the consummation by
the Company of any of the transactions contemplated hereby, except as
have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this
Agreement, (i) conflicts or will conflict with or results or will
result in a breach of, or constitutes or will constitute a default or
results or will result in an acceleration under (A) the charter or
bylaws of the Company, or (B) of any term, condition or provision of
any material indenture, deed of trust, contract or other agreement or
instrument to which the Company or any of its subsidiaries is a party
or by which it or any of its subsidiaries is bound; (ii) results or
will result in a violation of any law, rule, regulation, order,
judgment or decree applicable to the Company of any
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court or governmental authority having jurisdiction over the Company or
its subsidiaries; or (iii) results in the creation or imposition of any
lien, charge or encumbrance which would have a material adverse effect
upon the Mortgage Loans or any documents or instruments evidencing or
securing the Mortgage Loans;
(f) There are no actions, suits or proceedings before or
against or investigations of, the Company pending, or to the knowledge
of the Company, threatened, before any court, administrative agency or
other tribunal, and no notice of any such action, which, in the
Company's reasonable judgment, might materially and adversely affect
the performance by the Company of its obligations under this Agreement,
or the validity or enforceability of this Agreement; and
(g) The Company 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 that would materially and
adversely affect its performance hereunder.
It is understood and agreed that the representations, warranties and covenants
set forth in this Section 3.02 shall survive delivery of the respective Mortgage
Files to the Trustee or to a custodian, as the case may be, and shall inure to
the benefit of the Trustee, the Certificateholders and the Certificate Insurer.
Section 3.03 PURCHASE AND SUBSTITUTION. (a) It is understood
and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 of the Purchase Agreement shall survive delivery of the Certificates to
the Certificateholders. Pursuant to the Purchase Agreement, with respect to any
representation or warranty contained in Sections 3.01 and 3.02 of the Purchase
Agreement that is made to the best of the Seller's knowledge, if it is
discovered by the Master Servicer, any Subservicer, the Trustee, the Certificate
Insurer or any Certificateholder that the substance of such representation and
warranty was inaccurate as of the Closing Date and such inaccuracy materially
and adversely affects the value of the related Mortgage Loan, then
notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at
the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty. Upon discovery by
the Seller, the Master Servicer, any Subservicer, the Trustee or the Certificate
Insurer of a breach of any of such representations and warranties which
materially and adversely affects the value of the Mortgage Loans or the interest
of the Certificateholders or the Certificate Insurer, or which materially and
adversely affects the interests of the Certificate Insurer or the
Certificateholders in the related Mortgage Loan in the case of a representation
and warranty relating to a particular Mortgage Loan (notwithstanding that such
representation and warranty was made to the Seller's best knowledge), the party
discovering such breach shall give prompt written notice to the others. Subject
to the last paragraph of this Section 3.03, within 60 days of the earlier of its
discovery or its receipt of notice of any breach of a representation or
warranty, pursuant to the Purchase Agreement, the Seller shall be required to
(a) promptly cure such breach in all material respects, or (b) purchase such
Mortgage Loan on the next succeeding Master Servicer Remittance Date, in the
manner and at the price specified in Section 2.04(b), or (c) remove such
Mortgage Loan from the Trust Fund (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans;
provided, that, such substitution is effected not later than the date which is
two years after the Startup Day or at such later date, if the Trustee
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and the Certificate Insurer receive an Opinion of Counsel to the effect set
forth below in this Section. Pursuant to the Purchase Agreement, any such
substitution shall be accompanied by payment by the Seller of the Substitution
Adjustment, if any, to be deposited in the Collection Account.
(b) As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall be
required pursuant to the Purchase Agreement to effect such substitution by
delivering to the Trustee a certification in the form attached hereto as Exhibit
H, executed by a Servicing Officer and the documents described in Sections
2.03(a)(i)-(vi) for such Qualified Substitute Mortgage Loan or Loans.
(c) The Master Servicer shall deposit in the Collection
Account all payments received in connection with such Qualified Substitute
Mortgage Loan or Loans after the date of such substitution. Monthly Payments
received with respect to Qualified Substitute Mortgage Loans on or before the
date of substitution will be retained by the Seller. The Trust Fund will own all
payments received on the Deleted Mortgage Loan on or before the date of
substitution, and the Seller shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. The Master
Servicer shall give written notice to the Trustee and the Certificate Insurer
that such substitution has taken place and shall amend the Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the Qualified Substitute Mortgage Loan.
Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall
be subject to the terms of this Agreement in all respects.
(d) It is understood and agreed that the obligations of the
Seller set forth in Sections 2.05 and 3.04 of the Purchase Agreement to cure,
purchase or substitute for a defective Mortgage Loan as provided in Sections
2.05 and 3.04 constitute the sole remedies of the Trustee, the Certificate
Insurer and the Certificateholders respecting a breach of the representations
and warranties of the Seller set forth in Sections 3.01 and 3.02 of the Purchase
Agreement. In addition, it is understood and agreed that the Company has
assigned to the Trustee all of its rights under the Purchase Agreement and the
right to enforce any remedy against the Seller as provided in Section 3.04 of
the Purchase Agreement. The Trustee shall give prompt written notice to the
Certificate Insurer and the Rating Agencies of any repurchase or substitution
made pursuant to this Section 3.03 or Section 2.04(b).
(e) Upon discovery by the Master Servicer, the Trustee, the
Certificate Insurer or any Certificateholder that any Mortgage Loan does not
constitute a Qualified Mortgage, the party discovering such fact shall promptly
(and in any event within five days of the discovery) give written notice thereof
to the other parties. In connection therewith, pursuant to the Purchase
Agreement, the Seller shall be required to repurchase or substitute a Qualified
Substitute Mortgage Loan for the affected Mortgage Loan within 90 days of the
earlier of such discovery by any of the foregoing parties, or the Trustee's or
the Seller's receipt of notice, in the same manner as it would a Mortgage Loan
for a breach of representation or warranty contained in Section 3.01 or 3.02 of
the Purchase Agreement. The Trustee shall reconvey to the Seller the Mortgage
Loan to be released pursuant hereto in the same manner, and on the same terms
and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty contained in Section 3.01 or 3.02 of the Purchase
Agreement.
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ARTICLE IV
THE CERTIFICATES
Section 4.01 THE CERTIFICATES. The Certificates shall be
substantially in the forms annexed hereto as Exhibits B-1 and B-2. The
Certificates shall be issued in Authorized Denominations only. All Certificates
shall be executed by manual or facsimile signature on behalf of the Trustee by
an authorized officer and authenticated by the manual or facsimile signature of
an authorized officer. Certificates bearing the signatures of individuals who
were at the time of the execution of the Certificates the authorized 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 delivery of such
Certificates or did not hold such offices at the date of such Certificates. All
Certificates issued hereunder shall be dated the date of their authentication.
Section 4.02 REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES. (a) The Trustee, as registrar, shall cause to be kept a register
(the "Certificate Register") in which, subject to such reasonable regulations as
it may prescribe, the Trustee shall provide for the registration of Certificates
and the registration of transfer of Certificates. The Trustee is hereby
appointed registrar for the purpose of registering Certificates and transfers of
Certificates as herein provided. The Certificate Insurer shall be entitled to
inspect and verify the Certificate Register and the records of the Trustee
relating to the Certificates during normal business hours upon reasonable
notice.
(b) All Certificates issued upon any registration of transfer
or exchange of Certificates shall be valid evidence of the same ownership
interests in the Trust Fund and entitled to the same benefits under this
Agreement as the Certificates surrendered upon such registration of transfer or
exchange.
(c) Every Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder thereof or his attorney duly authorized in writing.
(d) No service charge shall be made to a Holder for any
registration of transfer or exchange of Certificates, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates; any other expenses in connection with such transfer or
exchange shall be an expense of the Trust Fund.
(e) It is intended that the Class A Certificates be registered
so as to participate in a global book-entry system with the Depository, as set
forth herein. The Class A Certificates shall, except as otherwise provided in
the next paragraph, be initially issued in the form of a single fully registered
Class A Certificate with a denomination equal to the Original Certificate
Principal Balance. Upon initial issuance, the ownership of each such Class A
Certificate shall be registered in the Certificate Register in the name of Cede
& Co., or any successor thereto, as nominee for the Depository. The Company and
the Trustee are hereby authorized to execute and deliver the Representation
Letter with the Depository. With respect to Class A Certificates registered in
the Certificate Register in the name of Cede & Co., as nominee of the
Depository,
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the Company, each Seller, the Master Servicer, the Trustee and the Certificate
Insurer shall have no responsibility or obligation to Direct or Indirect
Participants or beneficial owners for which the Depository holds Class A
Certificates from time to time as a Depository. Without limiting the immediately
preceding sentence, the Company, each Seller, the Master Servicer, the Trustee
and the Certificate Insurer shall have no responsibility or obligation with
respect to (i) the accuracy of the records of the Depository, Cede & Co., or any
Direct or Indirect Participant with respect to any Ownership Interest, (ii) the
delivery to any Direct or Indirect Participant or any other Person, other than a
Certificateholder, of any notice with respect to the Class A Certificates or
(iii) the payment to any Direct or Indirect Participant or any other Person,
other than a Certificateholder, of any amount with respect to any distribution
of principal or interest on the Class A Certificates. No Person other than a
Certificateholder shall receive a certificate evidencing such Class A
Certificate. Upon delivery by the Depository to the Trustee of written notice to
the effect that the Depository has determined to substitute a new nominee in
place of Cede & Co., and subject to the provisions hereof with respect to the
payment of interest by the mailing of checks or drafts to the Certificateholders
appearing as Certificateholders at the close of business on a Record Date, the
name "Cede & Co." in this Agreement shall refer to such new nominee of the
Depository.
(f) In the event that (i) the Depository or the Company
advises the Trustee in writing that the Depository is no longer willing or able
to discharge properly its responsibilities as nominee and depository with
respect to the Class A Certificates and the Company or the Depository is unable
to locate a qualified successor or (ii) the Company at its sole option elects to
terminate the book-entry system through the Depository, the Class A Certificates
shall no longer be restricted to being registered in the Certificate Register in
the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At
that time, the Company may determine that the Class A Certificates shall be
registered in the name of and deposited with a successor depository operating a
global book-entry system, as may be acceptable to the Company, or such
depository's agent or designee but, if the Company does not select such
alternative global book-entry system, then the Class A Certificates may be
registered in whatever name or names Certificateholders transferring Class A
Certificates shall designate, in accordance with the provisions hereof;
provided, however, that any such reregistration shall be at the expense of the
Company.
(g) Notwithstanding any other provision of this Agreement to
the contrary, so long as any Class A Certificate is registered in the name of
Cede & Co., as nominee of the Depository, all distributions of principal or
interest on such Class A Certificates as the case may be and all notices with
respect to such Class A Certificates as the case may be shall be made and given,
respectively, in the manner provided in the Representation Letter.
(h) Except as provided in Section 4.02(i), no transfer, sale,
pledge or other disposition of a Class S or Class R 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 (the "Act"),
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 S or Class R Certificate is to
be made under this Section 4.02(h), (i) the Company may direct the Trustee to
require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee and the Company that such transfer shall 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,
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which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer, provided that such Opinion of Counsel will not be required
in connection with the initial transfer of any such Certificate by the Company
or any affiliate thereof, to a non-affiliate of the Company and (ii) the Trustee
shall require the transferee to execute a representation letter, substantially
in the form of Exhibit O hereto, and the Trustee shall require the transferor to
execute a representation letter, substantially in the form of Exhibit P hereto,
each acceptable to and in form and substance satisfactory to the Company and the
Trustee certifying to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Company or the Master Servicer, provided that such representation letter
will not be required in connection with any transfer of any such Certificate by
the Company to an affiliate of the Company. Any such Certificateholder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Company and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such applicable
federal and state laws.
(i) Transfers of Certificates may be made in accordance with
this Section 4.02(i) if the prospective transferee of a Certificate provides the
Trustee and the Company with an investment letter substantially in the form of
Exhibit Q attached hereto, which investment letter shall not be an expense of
the Trustee, the Company or the Master Servicer, and which investment letter
states that, among other things, such transferee is a "qualified institutional
buyer" as defined under Rule 144A. Such transfers shall be deemed to have
complied with the requirements of Section 4.02(h) hereof; provided, however,
that no Transfer of any of the Certificates may be made pursuant to this Section
4.02(i) by the Company. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Company and
the Master Servicer against any liability that may result if the transfer is not
so exempt or is not made in accordance with such applicable federal and state
laws.
(j) 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 appointed the Company or its designee as its
attorney-in-fact to negotiate the terms of any mandatory sale under clause (8)
below and to execute all instruments of transfer and to do all other things
necessary in connection with any such sale, and the rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly subject
to the following provisions:
(1) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(2) 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, an affidavit and agreement (a "Transfer Affidavit
and Agreement") attached hereto as Exhibit I from the proposed
Transferee, in form and substance satisfactory to the Trustee,
representing and warranting, among other things, that such Transferee
is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person that is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate,
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it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 4.02(j) and agrees to be bound
by them.
(3) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (2) above, if the
Trustee has actual knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(4) 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
(attached hereto as Exhibit J) to the Trustee stating that, among other
things, it has no actual knowledge that such other Person is not a
Permitted Transferee.
(5) Each Person holding or acquiring an Ownership Interest in
a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder".
(6) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. In
addition, no Transfer of a Class R Certificate shall be made unless the
Trustee shall have received a representation letter from the Transferee
of such Certificate to the effect that such Transferee is a United
States Person and is not a Disqualified Organization. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified
Organizations are prohibited.
(7) Any attempted or purported transfer of any Ownership
Interest in a Class R Certificate in violation of the provisions of
this Section 4.02 shall be absolutely null and void and shall vest no
rights in the purported transferee. If any purported transferee shall
become a Holder of a Class R Certificate in violation of the provisions
of this Section 4.02, then the last preceding Permitted Transferee
shall be restored to all rights as Holder thereof retroactive to the
date of registration of transfer of such Class R Certificate. The
Trustee shall notify the Company upon receipt of written notice or
discovery by a Responsible Officer that the registration of transfer of
a Class R Certificate was not in fact permitted by this Section 4.02.
Knowledge shall not be imputed to the Trustee with respect to an
impermissible transfer in the absence of such a written notice or
discovery by a Responsible Officer. 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 4.02 or for
making any payments due on such Certificate to the Holder thereof or
taking any other action with respect to such Holder under the
provisions of this Agreement so long as the transfer was registered
after receipt of the related Transfer Affidavit and Transfer
Certificate. The Trustee shall be entitled, but not obligated to
recover from any Holder of a Class R Certificate that was in fact not
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a Permitted Transferee at the time it became a Holder or, at such
subsequent time as it became other than a Permitted Transferee, all
payments made on such Class R Certificate at and after either such
time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Holder of such
Certificate.
(8) If any purported transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
4.02, then the Company or its designee 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 Company
or its designee on such reasonable terms as the Company or its designee
may choose. Such purchaser may be the Company itself or any Affiliate
of the Company. The proceeds of such sale, net of commissions, expenses
and taxes due, if any, will be remitted by the Company to the last
preceding purported transferee of such Class R Certificate, except that
in the event that the Company determines that the Holder or any prior
Holder of such Class R Certificate may be liable for any amount due
under this Section 4.02 or any other provision of this Agreement, the
Company may withhold a corresponding amount from such remittance as
security for such claim. The terms and conditions of any sale under
this clause (8) shall be determined in the sole discretion of the
Company or its designee, and it 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.
(k) The Trustee shall make available to the Internal Revenue
Service and those Persons specified by the REMIC Provisions, 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. The Trustee may charge and shall
be entitled to reasonable compensation for providing such information as may be
required from those Persons which may have had a tax imposed upon them as
specified in clauses (A) and (B) of this paragraph for providing such
information.
(l) The provisions of Sections 4.02(j) and 4.02(k) may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee and the Certificate Insurer an Opinion of Counsel to the effect
that such modification of, addition to or elimination 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 Ownership Interest in a Class R Certificate to a Person that is not a
Permitted Transferee or (y) a Person other than the prospective transferee to be
subject to a REMIC-related tax caused by the Transfer of an Ownership Interest
in a Class R Certificate to a Person that is not a Permitted Transferee.
(m) No transfer of a Class S or Class R Certificate or any
interest therein shall be made to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate
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accounts in which such plans, accounts or arrangements are invested, that is
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or the Code (each, a "Plan"), unless the prospective transferee of
such Class S or Class R Certificate provides the Master Servicer and the Trustee
with a certification of facts and, at the prospective transferee's expense, an
Opinion of Counsel which establish to the satisfaction of the Master Servicer
and the Trustee that such transfer will not result in a violation of Section 406
of ERISA or Section 4975 of the Code or cause the Master Servicer or the Trustee
to be deemed a fiduciary of such Plan or result in the imposition of an excise
tax under Section 4975 of the Code. In the absence of their having received the
certification of facts or Opinion of Counsel contemplated by the preceding
sentence, the Trustee and the Master Servicer shall require the prospective
transferee of any Class S or Class R Certificate to certify in the form of
Exhibit O or Exhibit Q that (A) it is neither (i) a Plan nor (ii) a Person who
is directly or indirectly purchasing a Class R Certificate on behalf of, as
named fiduciary of, as trustee of, or with assets, of a Plan and (B) all funds
used by such transferee to purchase such Certificates will be funds held by it
in its general account which it reasonably believes do not constitute "plan
assets" of any Plan.
(n) Subject to the restrictions set forth in this Agreement,
upon surrender for registration of transfer of any Certificate at the office or
agency of the Trustee located in New York, New York, the Trustee shall execute,
authenticate and deliver in the name of the designated transferee or
transferees, a new Certificate of the same Class and Percentage Interest and
dated the date of authentication by the Trustee. At the option of the
Certificateholders, Certificates may be exchanged for other Certificates of
Authorized Denominations of a like aggregate Percentage Interest, upon surrender
of the Certificates to be exchanged at such office. Whenever any Certificates
are so surrendered for exchange, the Trustee shall execute, authenticate and
deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. No service charge shall be made for any transfer or
exchange of Certificates, 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. All Certificates
surrendered for transfer and exchange shall be cancelled by the Trustee.
Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES. If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate, and (b) there is delivered to the Trustee such
security or indemnity as may reasonably be required by each of them to save each
of them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Percentage Interest, but bearing a number not contemporaneously
outstanding. Upon the issuance of any new Certificate under this Section 4.03,
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 their fees
and expenses connected therewith. Any duplicate Certificate issued pursuant to
this Section 4.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the
mutilated, destroyed, lost or stolen Certificate shall be found at any time.
Section 4.04 PERSONS DEEMED OWNERS. Prior to due presentation
of a Certificate for registration of transfer and subject to the provisions of
Section 4.02 and Article X, the Master
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Servicer, the Company, the Seller, the Certificate Insurer and the Trustee may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving remittances pursuant to Section
6.05 and for all other purposes whatsoever, and the Master Servicer, the
Company, the Seller, the Certificate Insurer and the Trustee shall not be
affected by notice to the contrary.
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ARTICLE V
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 5.01 APPOINTMENT OF THE MASTER SERVICER. (a) Advanta
Mortgage Corp. USA agrees to act as the Master Servicer and to perform all
servicing duties under this Agreement subject to the terms hereof.
(b) The Master Servicer shall service and administer the
Mortgage Loans on behalf of the Trustee and shall have full power and authority,
acting alone or through one or more Subservicers, to do any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Master
Servicer, in its own name or the name of a Subservicer, may, and is hereby
authorized and empowered by the Trustee to, execute and deliver, on behalf of
itself, 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 and all other comparable instruments, with respect to the Mortgage
Loans, the insurance policies and accounts related thereto and the properties
subject to the Mortgages. Upon the execution and delivery of this Agreement, and
from time to time as may be required thereafter, the Trustee shall execute for
the Master Servicer or its Subservicers any powers of attorney and such other
documents as may be necessary or appropriate to enable the Master Servicer to
carry out its servicing and administrative duties hereunder.
In servicing and administering the Mortgage Loans, the Master Servicer
shall employ procedures consistent with Accepted Servicing Practices and in a
manner consistent with recovery under any insurance policy required to be
maintained by the Master Servicer pursuant to this Agreement.
The Master Servicer shall make Mortgage Interest Rate and Monthly
Payment adjustments on each Rate Adjustment Date in compliance with applicable
regulatory adjustable mortgage loan requirements and the Mortgage Notes with
respect to each Group I Loan. The Master Servicer shall establish procedures to
monitor the Rate Adjustment Dates and the Index in order to assure that it uses
the correct Index in determining an interest rate change, and it will comply
with those procedures. In the event the Index is no longer available, the Master
Servicer shall choose a new comparable Index in accordance with the provisions
hereof, of the applicable Mortgage Note and of Accepted Servicing Practices, and
shall provide the Mortgagor and the Trustee with notice of the new Index
sufficient under law and the Mortgage Loan Documents. The Master Servicer shall
execute and deliver all appropriate notices required by the applicable
adjustable mortgage loan laws and regulations and the Mortgage Loan Documents
regarding such Mortgage Interest Rate adjustments and payment adjustments.
Each adjustment in the Mortgage Interest Rate shall result in an
adjustment to the related Monthly Payment. If the Master Servicer fails to make
a timely Mortgage Interest Rate or Monthly Payment adjustment, the Master
Servicer shall use its own funds to satisfy any shortage in the Mortgagor's
remittance so long as such shortage shall continue; any such amount paid by the
Master Servicer shall be reimbursable to it from any subsequent amounts
collected on account of the related Mortgage Loan with respect to such
adjustments.
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Costs incurred by the Master Servicer in effectuating the timely
payment of taxes and assessments on the property securing a Mortgage Note and
foreclosure costs may be added by the Master Servicer to the amount owing under
such Mortgage Note where the terms of such Mortgage Note so permit; PROVIDED,
HOWEVER, that the addition of any such cost shall not be taken into account for
purposes of calculating the principal amount of the Mortgage Note and Mortgage
Loan, the Monthly Payments on the Mortgage Note and Mortgage Loan or
distributions to be made to Certificateholders. Such costs shall be recoverable
by the Master Servicer pursuant to Section 5.04.
(c) Subject to Section 5.12, the Master Servicer is hereby authorized
and empowered to execute and deliver on behalf of the Trustee and each
Certificateholder, all instruments of satisfaction or cancellation, or of
partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged Properties. If
reasonably required by the Master Servicer, each Certificateholder and the
Trustee shall execute any powers of attorney furnished to the Trustee by the
Master Servicer and other documents necessary or appropriate to enable the
Master Servicer to carry out its servicing and administrative duties under this
Agreement.
(d) On and after such time as the Trustee receives the resignation of,
or notice of the removal of, the Master Servicer from its rights and obligations
under this Agreement, and with respect to resignation pursuant to Section 5.24,
after receipt by the Trustee and the Certificate Insurer of the Opinion of
Counsel required pursuant to Section 5.24, the Trustee or its designee approved
by the Certificate Insurer (which approval shall not be unreasonably withheld)
shall assume all of the rights and obligations of the Master Servicer, subject
to Section 7.02 hereof. The Master Servicer shall, upon request of the Trustee
but at the expense of the Master Servicer, deliver to the Trustee all documents
and records relating to the Mortgage Loans and an accounting of amounts
collected and held by the Master Servicer and otherwise use its best efforts to
effect the orderly and efficient transfer of servicing rights and obligations to
the assuming party.
(e) If the Mortgage relating to a Mortgage Loan did not have a lien
senior on the related Mortgaged Property as of the Cut-Off Date, then the Master
Servicer, in such capacity, may not consent to the placing of a lien senior to
that of the Mortgage on the related Mortgaged Property. If the Mortgage relating
to a Mortgage Loan had a lien senior to the Mortgage Loan on the related
Mortgaged Property as of the Cut-Off Date, then the Master Servicer, in such
capacity, may consent to the refinancing of such senior lien; PROVIDED that (i)
the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher
than the Combined Loan-toValue Ratio prior to such refinancing and (ii) the
interest rate for the loan evidencing the refinanced senior lien on the date of
such refinancing is no higher than the interest rate on the loan evidencing the
existing senior lien immediately prior to the date of such refinancing.
(f) The Master Servicer shall deliver a list of Servicing Officers to
the Trustee and the Certificate Insurer by the Closing Date.
Section 5.02 SUBSERVICING AGREEMENTS BETWEEN THE MASTER
SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior
written approval of the Certificate Insurer, enter into Subservicing Agreements
with Subservicers for the servicing and administration of the Mortgage Loans and
for the performance of any and all other activities of
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the Master Servicer hereunder. Each Subservicer shall be either (i) a depository
institution the accounts of which are insured by the FDIC or (ii) another entity
that engages in the business of originating, acquiring or servicing loans, and
in either case shall be authorized to transact business in the state or states
where the related Mortgaged Properties it is to service are situated and in
either case shall be a FNMA-approved mortgage servicer. In addition, each
Subservicer will obtain and preserve its qualifications 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 or cause to be
performed its duties under the related Subservicing Agreement. Each Subservicing
Agreement shall provide that the Subservicer's rights shall automatically
terminate at the option of the successor Master Servicer and without a
termination fee upon the termination, resignation or other removal of the Master
Servicer under this Agreement.
(b) Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Master Servicer shall remain obligated and
primarily liable to the Trustee, Certificateholders and the Certificate Insurer
for the servicing and administering of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer 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. For purposes of this Agreement, the Master
Servicer shall be deemed to have received payments on Mortgage Loans when the
Subservicer has received such payments.
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 or its designee may, at its option, either (i) notwithstanding the last
sentence of Section 5.02(a), assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that the Master Servicer may
have entered into or (ii) notwithstanding anything to the contrary contained in
each such Subservicing Agreement, terminate the related Subservicer without
being required to pay any fee in connection therewith.
Section 5.03 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS;
COLLECTION 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 any applicable primary mortgage insurance policy, follow such
collection procedures as shall constitute Accepted Servicing Practices.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any prepayment charge, assumption fee, late payment charge or other charge
in connection with a Mortgage Loan, and (ii) arrange a schedule, running for no
more than 180 days after the Due Date for payment of any installment on any
Mortgage Note, for the liquidation of delinquent items. Any provision of this
agreement to the contrary notwithstanding, the Master Servicer shall not agree
to the modification or waiver of any provision of a Mortgage Loan at a time when
such Mortgage Loan is not in default or such default is not reasonably
foreseeable, if such modification or waiver would be treated as a taxable
exchange under Section 1001 of the Code, unless such exchange would not be
considered a "prohibited transaction" under the REMIC Provisions.
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The Master Servicer shall establish and maintain in the name
of the Trustee the Collection Account, in trust for the benefit of the
Certificateholders and the Certificate Insurer. The Collection Account shall be
established and maintained as an Eligible Account.
The Master Servicer shall deposit in the Collection Account
(i) any amounts representing Monthly Payments on the Mortgage Loans due or to be
applied as of a date after the Cut-off Date, with respect to the Initial
Mortgage Loans, or Subsequent Cut-off Date, with respect to the Subsequent
Mortgage Loans, (ii) any amounts representing Monthly Payments on the Initial
Mortgage Loans due or to be applied as of a date on or before the Cut-off Date
(except for any interest accrued prior to May 1, 1996 and except for any
principal received by the Company prior to the Cut-off Date the receipt of which
is reflected on the Mortgage Loan Schedule) and (iii) thereafter, on a daily
basis within two Business Days of receipt (except as otherwise permitted
herein), the following payments and collections received or made by it (other
than any amounts in respect of principal of or interest on the Mortgage Loans
which, under clauses (i) and (ii) above, are not required to be deposited in the
Collection Account):
(i) all payments received after the Cut-off Date or
Subsequent Cut-off Date, as applicable on account of principal on the
Mortgage Loans and all Principal Prepayments in Full, Curtailments and
all Net REO Proceeds collected after the Cut-off Date or Subsequent
Cut-off Date, as applicable;
(ii) all payments received after the Cut-off Date or
Subsequent Cut-off Date, as applicable on account of interest on the
Mortgage Loans (other than payments of interest that accrued on each
Mortgage Loan up to and including the Cut-off Date or Subsequent
Cut-off Date, as applicable);
(iii) all Net Liquidation Proceeds;
(iv) all Insurance Proceeds;
(v) all Released Mortgaged Property Proceeds;
(vi) any amounts payable in connection with the repurchase
of any Mortgage Loan and the amount of any Substitution Adjustment
pursuant to Sections 2.04 and 3.03; and
(vii) any amount expressly required to be deposited in the
Collection Account in accordance with certain provisions of this
Agreement, including, without limitation Sections 2.04(b), 2.04(c),
3.03(a), 3.03(c), 5.06, 5.07 and 5.18 of this Agreement;
PROVIDED, HOWEVER, that the Master Servicer shall be entitled, at its election,
either (a) to withhold and to pay to itself the applicable Servicing Fee from
any payment on account of interest or other recovery (including Net REO
Proceeds) as received and prior to deposit of such payments in the Collection
Account or (b) to withdraw the applicable Servicing Fee from the Collection
Account after the entire payment or recovery has been deposited therein;
provided, further, that with respect to any payment of interest received by the
Master Servicer in respect of a Mortgage Loan (whether paid by the Mortgagor or
received as Liquidation Proceeds, Insurance Proceeds or otherwise) which is less
than the full amount of interest then due with
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respect to such Mortgage Loan, only that portion of such payment that bears the
same relationship to the total amount of such payment of interest as the rate
used to determine the Servicing Fee bears to the Mortgage Interest Rate borne by
such Mortgage Loan shall be allocated to the Servicing Fee with respect to such
Mortgage Loan. All other amounts shall be deposited in the Collection Account
not later than the second Business Day following the day of receipt and posting
by the Master Servicer.
The Master Servicer may invest the funds in the Collection
Account only in Permitted Investments. No Permitted Investment shall be sold or
disposed of at a gain prior to maturity unless the Master Servicer has obtained
an Opinion of Counsel (at the Master Servicer's expense) that such sale or
disposition will not cause the Trust Fund to be subject to the tax on income
from prohibited transactions imposed by Section 860F(a)(1) of the Code,
otherwise subject the Trust Fund to tax or cause the Trust Fund to fail to
qualify as a REMIC. All income (other than any gain from a sale or disposition
of the type referred to in the preceding sentence) realized from any such
Permitted Investment shall be for the benefit of the Master Servicer as
additional servicing compensation. The amount of any losses incurred in respect
of any such investments shall be deposited in the Collection Account by the
Master Servicer out of its own funds immediately as realized.
The foregoing requirements for deposit in the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of those
described in the last paragraph of Section 5.14 and payments in the nature of
prepayment charges, late payment charges or assumption fees need not be
deposited by the Master Servicer in the Collection Account. If the Master
Servicer deposits in the Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. All funds
deposited by the Master Servicer in the Collection Account shall be held in the
Collection Account for the account of the Trustee in trust for the
Certificateholders until disbursed in accordance with Section 6.01 or withdrawn
in accordance with Section 5.04.
(b) Prior to the time of their required deposit in the
Collection Account, all amounts required to be deposited therein may be
deposited in an account in the name of Master Servicer, provided that such
account is an Eligible Account. All such funds shall be held by the Master
Servicer in trust for the benefit of the Certificateholders and the Certificate
Insurer pursuant to the terms hereof.
(c) The Collection Account may, upon written notice by the
Trustee to the Certificate Insurer, be transferred to a different depository so
long as such transfer is to an Eligible Account.
Section 5.04 PERMITTED WITHDRAWALS FROM THE COLLECTION
ACCOUNT. The Master Servicer may, from time to time, make withdrawals from the
Collection Account for the following purposes:
(a) to reimburse itself for any accrued unpaid Servicing Fees
and for unreimbursed Periodic Advances and Servicing Advances. The
Master Servicer's right to reimbursement for unpaid Servicing Fees and
unreimbursed Servicing Advances shall be limited to late collections on
the related Mortgage Loan, including Liquidation
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Proceeds, Released Mortgaged Property Proceeds, Insurance Proceeds and
such other amounts as may be collected by the Master Servicer from the
related Mortgagor or otherwise relating to the Mortgage Loan in respect
of which such unreimbursed amounts are owed. The Master Servicer's
right to reimbursement for unreimbursed Periodic Advances shall be
limited to late collections of interest on any Mortgage Loan and to
Liquidation Proceeds and Insurance Proceeds on related Mortgage Loans;
(b) to reimburse itself for any Periodic Advances or Servicing
Advances determined in good faith to have become Nonrecoverable
Advances, such reimbursement to be made from any funds in the
Collection Account;
(c) to withdraw any amount received from a Mortgagor that is
recoverable and sought to be recovered as a voidable preference by a
trustee in bankruptcy pursuant to the United States Bankruptcy Code in
accordance with a final, nonappealable order of a court having
competent jurisdiction;
(d) to withdraw any funds deposited in the Collection Account
that were not required to be deposited therein;
(e) to pay itself Servicing Compensation pursuant to Section
5.14 hereof to the extent not retained or paid pursuant to Section
5.03, 5.04 or 5.14;
(f) to pay to the Seller with respect to each Mortgage Loan or
property acquired in respect thereof that has been repurchased or
replaced pursuant to Section 2.04 or 3.03 or to pay to itself with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased pursuant to Section 8.01 all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Principal Balance, as the case
may be, was determined;
(g) to pay to the Seller with respect to each Mortgage Loan
the amount of interest accrued and unpaid on such Mortgage Loan on the
Cut-off Date (with respect to the Initial Mortgage Loans) or Subsequent
Cut-off Date (with respect to the Subsequent Mortgage Loans);
(h) to make deposits to the Certificate Accounts (which shall
include the Trustee Fee) in the amounts and in the manner provided for
herein;
(i) to pay itself any interest earned on or investment income
earned with respect to funds in the Collection Account;
(j) to reimburse itself or the Company pursuant to Section
11.01; and
(k) to clear and terminate the Collection Account upon the
termination of this Agreement.
The Master Servicer shall keep and maintain a separate
accounting for each Mortgage Loan for the purpose of accounting for withdrawals
from the Collection Account pursuant to subclause (a).
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Section 5.05 PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES.
With respect to each Mortgage Loan, the Master Servicer shall maintain accurate
records reflecting casualty insurance coverage.
With respect to each Mortgage Loan as to which the Master
Servicer maintains escrow accounts, the Master Servicer shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water rates
and other charges which are or may become a lien upon the Mortgaged Property and
the status of primary mortgage guaranty insurance premiums, if any, and casualty
insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in any escrow account which shall have been estimated
and accumulated by the Master Servicer in amounts sufficient for such purposes,
as allowed under the terms of the Mortgage. To the extent that a Mortgage does
not provide for escrow payments, the Master Servicer shall, if it has received
notice of a default or deficiency, monitor such payments to determine if they
are made by the Mortgagor.
Section 5.06 MAINTENANCE OF CASUALTY INSURANCE. The Master
Servicer shall cause to be maintained for each Mortgage Loan a casualty
insurance policy with extended coverage issued by a generally acceptable insurer
in an amount which is not less than the full insurable value of the Mortgaged
Property securing such Mortgage Loan or the unpaid principal balance of such
Mortgage Loan, whichever is less; provided, however, that such insurance may not
be less than the minimum amount required to fully compensate for any loss or
damage on a replacement cost basis. If, upon origination of the Mortgage Loan,
the improvements on the Mortgaged Property were in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance has been made available) the Master
Servicer will cause to be maintained a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (i) the unpaid principal balance of the
Mortgage Loan, (ii) the full insurable value and (iii) the maximum amount of
insurance which was available under the Flood Disaster Protection Act of 1973.
The Master Servicer shall also maintain similar fire insurance coverage and, if
applicable, flood insurance on property acquired upon foreclosure, or by deed in
lieu of foreclosure, of any Mortgage Loan in an amount which is at least equal
to the lesser of (i) the full insurable value of the improvements which are a
part of such property and (ii) the principal balance owing on such Mortgage Loan
at the time of such foreclosure or grant of deed in lieu of foreclosure;
provided, however, that such insurance may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
It is understood and agreed that such insurance shall be with insurers approved
by the Master Servicer and that no earthquake or other additional insurance is
to be required of any Mortgagor, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. Pursuant to Section 5.03, any amounts collected by the
Master Servicer under any insurance policies maintained pursuant to this Section
5.06 (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices) shall be deposited into the Collection Account,
subject to withdrawal pursuant to Section 5.04. Any cost incurred by the Master
Servicer in maintaining any such insurance shall be added to the amount owing
under
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the Mortgage Loan where the terms of the Mortgage Loan so permit; provided,
however, that the addition of any such cost shall not be taken into account for
purposes of calculating the principal amount of the Mortgage Note or Mortgage
Loan, the Monthly Payments on the Mortgage Note or the distributions to be made
to the Certificateholders. Such costs shall be recoverable by the Master
Servicer pursuant to Section 5.04. In the event that the Master Servicer shall
obtain and maintain a blanket policy issued by an insurer that is acceptable to
FNMA or FHLMC, insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligation as set forth in
the first sentence of this Section 5.06, 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 or acquired property an insurance policy complying with the first
sentence of this Section 5.06 and there shall have been a loss which would have
been covered by such a policy had it been maintained, be required to deposit
from its own funds into the Collection Account the amount not otherwise payable
under the blanket policy because of such deductible clause.
Section 5.07 MAINTENANCE OF MORTGAGE IMPAIRMENT INSURANCE
POLICY. In the event that the Master Servicer shall obtain and maintain a
blanket policy (the "Mortgage Impairment Insurance Policy") with an insurer
either (i) having a General Policy rating of A:VIII or better in Best's Key
Rating Guide or (ii) approved in writing by the Certificate Insurer, such
approval not to be unreasonably withheld, insuring against fire and hazards of
extended coverage on all of the Mortgage Loans, then, to the extent such policy
names the Master Servicer as loss payee and provides coverage in an amount equal
to the aggregate unpaid principal balance on the Mortgage Loans without
co-insurance, and otherwise complies with the requirements of Section 5.06, the
Master Servicer shall be deemed conclusively to have satisfied its obligations
with respect to fire and hazard insurance coverage under Section 5.06, it being
understood and agreed that such blanket 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
Section 5.06, and there shall have been a loss which would have been covered by
such policy, deposit in the Collection Account the difference, if any, between
the amount that would have been payable under a policy complying with Section
5.06 and the amount paid under such blanket policy. Upon the request of the
Certificate Insurer, the Trustee or any Certificateholder, the Master Servicer
shall cause to be delivered to the Certificate Insurer, the Trustee or such
Certificateholder, as the case may be, a certified true copy of such policy. The
Master Servicer agrees to prepare and present, on behalf of itself, the Trustee,
the Certificate Insurer and Certificateholders, claims under any such policy in
a timely fashion in accordance with the terms of such policy.
Section 5.08 FIDELITY BOND; ERRORS AND OMISSIONS POLICY. (a)
The Master Servicer shall maintain with a responsible company, and at its own
expense, a blanket fidelity bond (a "Fidelity Bond") and an errors and omissions
insurance policy (an "Errors and Omissions Policy"), in a minimum amount
acceptable to FNMA or FHLMC or, if Advanta is the Master Servicer or if the
Trustee is the successor Master Servicer, in an amount generally maintained by
prudent mortgage loan servicers having servicing portfolios of a similar size.
(b) The Master Servicer shall be deemed to have complied with
this provision if one of its respective Affiliates has such a Fidelity Bond and
Errors and Omissions Policy and, by the terms of such fidelity bond and errors
and omission policy, the coverage afforded
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thereunder extends to the Master Servicer. The Master Servicer shall cause each
and every Subservicer for it to maintain a policy of insurance covering errors
and omissions and a fidelity bond which would meet the requirements of Section
5.08(a). If Advanta is not the Master Servicer and the Trustee is not the
successor Master Servicer, any such Fidelity Bond and Errors and Omissions
Policy shall not be cancelled or modified in a materially adverse manner without
10 days prior written notice to the Certificate Insurer.
Section 5.09 COLLECTION OF TAXES, ASSESSMENTS AND OTHER ITEMS;
SERVICING ACCOUNT. In addition to the Collection Account, the Master Servicer
shall establish and maintain a Servicing Account, which shall be an Eligible
Account, and shall deposit therein all payments by Mortgagors for taxes,
assessments, primary mortgage or hazard insurance premiums or comparable items.
Withdrawals from the Servicing Account may be made to effect payment of taxes,
assessments, primary mortgage or hazard insurance premiums or comparable items,
to reimburse the Master Servicer out of related collections for any advances
made in the nature of any of the foregoing, to refund to any Mortgagors any sums
determined to be overages, or to pay any interest owed to Mortgagors on such
account to the extent required by law or to clear and terminate the Servicing
Account at the termination of this Agreement upon the termination of the Trust
Fund. The Master Servicer shall advance the payments referred to in the first
sentence of this Section 5.09 that are not timely paid by the Mortgagors 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 to so advance only to the extent
that such advances, in the good faith judgment of the Master Servicer, will be
recoverable by the Master Servicer pursuant to Section 5.04 out of Liquidation
Proceeds, Insurance Proceeds or otherwise.
Section 5.10 PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION; ADDITIONAL INFORMATION. The Trustee shall prepare or cause to be
prepared for filing with the Commission (other than the Current Report on Form
8-K to be filed by the Company in connection with computational materials and
the initial Current Report on Form 8-K to be filed by the Company in connection
with the issuance of the Certificates) any and all reports, statements and
information respecting the Trust Fund and/or the Certificates required to be
filed, and shall solicit any and all proxies of the Certificateholders whenever
such proxies are required to be solicited, pursuant to the Securities Exchange
Act of 1934, as amended. The Company shall promptly file, and exercise its
reasonable best efforts to obtain a favorable response to, noaction requests
with, or other appropriate exemptive relief from, the Commission seeking the
usual and customary exemption from such reporting requirements granted to
issuers of securities similar to the Certificates. Fees and expenses incurred by
the Trustee in connection with the foregoing shall be reimbursed pursuant to
Section 9.05 and shall not be paid by the Trust Fund.
The Master Servicer and the Company each agree to promptly
furnish to the Trustee, from time to time upon request, such further
information, reports and financial statements within their control related to
this Agreement and the Mortgage Loans as the Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Securities and
Exchange Commission.
Section 5.11 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS. In any case in which a Mortgaged Property is about to be conveyed by
the Mortgagor (whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains liable thereon) and the Master Servicer has
knowledge of such prospective conveyance, the Master
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Servicer shall effect assumptions in accordance with the terms of any
due-on-sale provision contained in the related Mortgage Note or Mortgage. The
Master Servicer shall enforce any due-on-sale provision contained in such
Mortgage Note or Mortgage to the extent the requirements thereunder for an
assumption of the Mortgage Loan have not been satisfied to the extent permitted
under the terms of the related Mortgage Note, unless such provision is not
exercisable under applicable law and governmental regulations or in the Master
Servicer's judgment, such exercise is reasonably likely to result in legal
action by the Mortgagor, or such conveyance is in connection with a permitted
assumption of the related Mortgage Loan. Subject to the foregoing, the Master
Servicer is authorized to take or enter into an assumption agreement from or
with the Person to whom such property is about to be conveyed, pursuant to which
such person becomes liable under the related Mortgage Note and, unless
prohibited by applicable state law, the Mortgagor remains liable thereon,
provided that the Mortgage Interest Rate with respect to such Mortgage Loan
shall remain unchanged. The Master Servicer is also authorized, to release the
original Mortgagor from liability upon the Mortgage Loan and substitute the new
Mortgagor as obligor thereon. In connection with such assumption or
substitution, the Master Servicer shall apply such underwriting standards and
follow such practices and procedures as shall be normal and usual for mortgage
loans similar to the Mortgage Loans and as it applies to mortgage loans owned
solely by it. The Master Servicer shall notify the Trustee that any such
assumption or substitution agreement has been completed by forwarding to the
Trustee the original copy of such assumption or substitution agreement, which
copy shall be added by the Trustee to the related Mortgage File and shall, for
all purposes, be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting a part thereof. In connection
with any such assumption or substitution agreement, the Mortgage Interest Rate
of the related Mortgage Note and the payment terms shall not be changed. Any fee
collected by the Master Servicer for entering into an assumption or substitution
of liability agreement will be retained by the Master Servicer as servicing
compensation.
Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
conveyance by the Mortgagor of the property subject to the Mortgage or any
assumption of a Mortgage Loan by operation of law which the Master Servicer in
good faith determines it may be restricted by law from preventing, for any
reason whatsoever, or if the exercise of such right would impair or threaten to
impair any recovery under any applicable insurance policy or, in the Master
Servicer's judgment, be reasonably likely to result in legal action by the
Mortgagor.
Section 5.12 REALIZATION UPON DEFAULTED MORTGAGE LOANS.
(a) Except as provided in the last two paragraphs of this Section
5.12(a), the Master Servicer shall foreclose upon or otherwise comparably
convert 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 5.03. In
connection with such foreclosure or other conversion, the Master Servicer shall
follow Accepted Servicing Practices. The foregoing is subject to the proviso
that the Master Servicer shall not be required to expend its own funds in
connection with any foreclosure or to restore any damaged property unless it
shall determine that (i) such foreclosure and/or restoration will increase the
proceeds of liquidation of the Mortgage Loan to Certificateholders after
reimbursement to itself for such expenses and (ii) such expenses will be
recoverable to it through
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Liquidation Proceeds (respecting which it shall have priority for purposes of
withdrawal from the Collection Account pursuant to Section 5.04) or otherwise.
The Master Servicer shall be entitled to reimbursement of the Servicing Fee and
other amounts due it, if any, to the extent, but only to the extent, that
withdrawals from the Collection Account with respect thereto are permitted under
Section 5.04.
The Master Servicer may foreclose against the Mortgaged
Property securing a defaulted Mortgage Loan either by foreclosure, by sale or by
strict foreclosure, and in the event a deficiency judgment is available against
the Mortgagor or any other person, may proceed for the deficiency.
In the event that title to any Mortgaged Property is acquired
in foreclosure or by deed in lieu of foreclosure (an "REO Property"), the deed
or certificate of sale shall be issued to the Master Servicer on behalf of the
Trustee in the name of the Trustee on behalf of the Certificateholders.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall be considered to be a Mortgage Loan held
in the Trust Fund until such time as the related Mortgaged Property shall be
sold and such Mortgage Loan becomes a Liquidated Mortgage Loan. Consistent with
the foregoing, for purposes of all calculations hereunder, so long as such
Mortgage Loan shall be considered to be an Outstanding Mortgage Loan:
(i) 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, except that such
schedule shall be adjusted to reflect the application of Net REO
Proceeds received in any month pursuant to the succeeding clause.
(ii) Net REO Proceeds received in any month shall be deemed to
have been received first in payment of the accrued interest that
remained unpaid on the date that such Mortgage Loan became an REO
Mortgage Loan, with the excess thereof, if any, being deemed to have
been received in respect of the delinquent principal installments that
remained unpaid on such date. Thereafter, Net REO Proceeds received in
any month shall be applied to the payment of installments of principal
and accrued interest on such Mortgage Loan deemed to be due and payable
in accordance with the terms of such Mortgage Note and such
amortization schedule. If such Net REO Proceeds exceed the then Unpaid
REO Amortization, the excess shall be treated as a Curtailment received
in respect of such Mortgage Loan.
(iii) Only that portion of Net REO Proceeds allocable to interest
that bears the same relationship to the total amount of Net REO
Proceeds allocable to interest as the rate of the Servicing Fee bears
to the Mortgage Interest Rate borne by such Mortgage Loan shall be
allocated to the Servicing Fee with respect thereto.
In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or reasonably
foreseeable default on a Mortgage Loan,
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such Mortgaged Property shall be disposed of by or on behalf of the Trust Fund
within two years after its acquisition by the Trust Fund unless (a) the Master
Servicer shall have provided to the Trustee an Opinion of Counsel (at the
expense of the Trust Fund) to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to two years after its acquisition (and
specifying the period beyond such two-year period for which the Mortgaged
Property may be held) will not cause the Trust Fund to be subject to the tax on
prohibited transactions imposed by Section 860F(a)(1) of the Code, otherwise
subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding, or (b) the Master
Servicer (at the Trust Fund's expense) shall have applied for, at least 60 days
prior to the expiration of such two-year period, an extension of such two-year
period in the manner contemplated by Section 856(e)(3) of the Code, in which
case the two-year period shall be extended by the applicable period. The Master
Servicer shall further ensure that the Mortgaged Property is administered so
that it constitutes "foreclosure property" within the meaning of Section
860G(a)(8) of the Code at all times, that the sale of such property does not
result in the receipt by the Trust Fund of any income from non-permitted assets
as described in Section 860F(a)(2)(B) of the Code, and that the Trust Fund does
not derive any "net income from foreclosure property" within the meaning of
Section 860G(c)(2) of the Code with respect to such property.
Any REO Disposition shall be for cash only (unless changes in
the REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration).
In lieu of foreclosing upon any defaulted Mortgage Loan, the
Master Servicer may, in its discretion, permit the assumption of such Mortgage
Loan if, in the Master Servicer's judgment, such default is unlikely to be cured
and if the assuming borrower satisfies the Master Servicer's underwriting
guidelines with respect to mortgage loans owned by the Master Servicer. In
connection with any such assumption, the Mortgage Interest Rate of the related
Mortgage Note and the payment terms shall not be changed. Any fee collected by
the Master Servicer for entering into an assumption agreement will be retained
by the Master Servicer as servicing compensation. Alternatively, the Master
Servicer may encourage the refinancing of any defaulted Mortgage Loan by the
Mortgagor.
Notwithstanding the foregoing, prior to instituting
foreclosure proceedings or accepting a deed-in-lieu of foreclosure with respect
to any Mortgaged Property, the Master Servicer shall make, or cause to be made,
inspection of the Mortgaged Property in accordance with the Accepted Servicing
Practices and, with respect to environmental hazards, such procedures are as
required by the provisions of the Federal National Mortgage Association's
selling and servicing guide applicable to single-family homes and in effect on
the date hereof. The Master Servicer shall be entitled to rely upon the results
of any such inspection made by others. In cases where the inspection reveals
that such Mortgaged Property is potentially contaminated with or affected by
hazardous wastes or hazardous substances, the Master Servicer shall promptly
give written notice of such fact to the Certificate Insurer, the Trustee and
each Class A Certificateholder. The Master Servicer shall not commence
foreclosure proceedings or accept a deed-in-lieu of foreclosure for Mortgaged
Property with respect to this paragraph without obtaining the written consent of
the Certificate Insurer.
(b) Promptly after the Closing Date, the Master Servicer shall, with
respect to each Mortgage Loan for which the Mortgage provides a second lien on
the related
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Mortgaged Property, cause to be recorded in the appropriate public office for
real property records, where permitted by applicable law and where applicable
law does not require that a second mortgagee be named as a party defendant in
foreclosure or comparable proceedings in order to foreclose or otherwise preempt
such mortgagee's equity of redemption, a request for notice of any action by or
on behalf of any mortgagee under a Senior Mortgage Loan. The Master Servicer
also shall promptly provide written notice to each mortgagee under a Senior
Mortgage Loan of the existence of the related Mortgage Loan and request
notification of any action taken or to be taken against the related Mortgagor or
Mortgaged Property by or on behalf of such mortgagee in respect of such Senior
Mortgage Loan.
(c) Upon becoming aware that a Senior Mortgage Loan has come into
default or of any action that the related mortgagee has taken or may take in
respect thereof, the Master Servicer shall, consistent with the REMIC
Provisions, take such actions 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 Accepted Servicing Practices. In taking such actions,
the Master Servicer may advance such funds as are necessary to cure such
default, maintain such Senior Mortgage Loan, acquire the related mortgagee's
interest therein or redeem the related Mortgaged Property. The Master Servicer,
however, shall not be required to expend its own funds in connection therewith
unless it shall determine that such expense will be recoverable to it. All such
expenses shall be included as Liquidation Expenses pursuant to the definition
thereof, and shall be reimbursable from the related Liquidation Proceeds in
accordance with Section 5.04.
Section 5.13 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.
Upon the 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
Trustee in the form of a Request for Release in the form attached hereto as
Exhibit H (which request shall include a statement to the effect that all
amounts received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 5.03 have been or shall
be so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such Request for Release, the Trustee, or the
Custodian on its behalf, shall promptly release the related Mortgage File to the
Master Servicer. Upon any such payment in full, the Master Servicer is
authorized to give, as agent for the Trustee and the mortgagee under the
Mortgage which secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the property subject to such
Mortgage, which instrument of satisfaction or assignment, as the case may be,
shall be delivered to the Person or Persons entitled thereto against receipt
therefor of such payment, it being understood and agreed that no expenses
incurred in connection with such instrument of satisfaction or assignment, as
the case may be, shall be chargeable to the Collection Account. In connection
therewith, the Trustee shall execute and return to the Master Servicer any
required power of attorney provided to the Trustee by the Master Servicer and
other required documentation in accordance with Section 5.01(c). From time to
time and as appropriate for the servicing or foreclosure of any Mortgage Loan
and in accordance with Accepted Servicing Practices, the Trustee shall, upon
request of the Master Servicer and delivery to the Trustee of a Request for
Release signed by a Servicing Officer, release, or cause the Custodian to
release, the related Mortgage File to the Master Servicer and shall execute such
documents as shall be necessary to the prosecution of any such proceedings. Such
Request for Release shall obligate the Master Servicer to return the Mortgage
File to the Trustee when the need therefor by the Master Servicer no longer
exists unless the Mortgage Loan shall be
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liquidated, in which case, upon receipt of a certificate of a Servicing Officer
similar to the Request for Release hereinabove specified, the Mortgage File
shall be delivered by the Trustee to the Master Servicer.
Section 5.14 SERVICING FEE; SERVICING COMPENSATION. The Master
Servicer shall be entitled, at its election, either (a) to pay itself the
Servicing Fee out of any Mortgagor payment on account of interest or Net REO
Proceeds prior to the deposit of such payment in the Collection Account or (b)
to withdraw from the Collection Account such Servicing Fee pursuant to Section
5.04. The Master Servicer shall also be entitled, at its election, either (a) to
pay itself the Servicing Fee in respect of each delinquent Mortgage Loan out of
Liquidation Proceeds in respect of such Mortgage Loan or other recoveries with
respect thereto to the extent permitted in Section 5.03(a) to withdraw from the
Collection Account the Servicing Fee in respect of each such Mortgage Loan to
the extent of such Liquidation Proceeds or other recoveries, to the extent
permitted by Section 5.04(a).
Servicing compensation in the form of Net Foreclosure Profits,
assumption fees, late payment charges, tax service fees, fees for statement of
account or payoff of the Mortgage Loan (to the extent permitted by applicable
law) or otherwise shall be retained by the Master Servicer and are not required
to be deposited in the Collection Account. The aggregate Servicing Fee is
reserved for the administration of the Trust Fund and, in the event of
replacement of the Master Servicer as servicer of the Mortgage Loans, for the
payment of other expenses related to such replacement. The aggregate Servicing
Fee shall be offset as provided in Section 5.20. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including maintenance of the hazard insurance required by
Section 5.05) and shall not be entitled to reimbursement therefor except as
specifically provided herein.
Section 5.15 REPORTS TO THE TRUSTEE AND THE COMPANY;
COLLECTION ACCOUNT STATEMENTS. Not later than 15 days after each Distribution
Date, the Master Servicer shall provide to the Trustee and the Company a
statement, certified by a Servicing Officer, setting forth the status of the
Collection Account as of the close of business on the last day of the
immediately preceding calendar month, stating that all distributions required by
this Agreement to be made by the Master Servicer on behalf of the Trustee have
been made (or if any required distribution has not been made by the Master
Servicer, specifying the nature and status thereof) and showing, for the period
covered by such statement, the aggregate of deposits into and withdrawals from
the Collection Account for each category of deposit specified in Section 5.03
and each category of withdrawal specified in Section 5.04 and the aggregate of
deposits into the Certificate Accounts as specified in Section 6.01(c). Such
statement shall also state the aggregate unpaid principal balance of all the
Mortgage Loans as of the close of business on the last day of the month
preceding the month in which such Distribution Date occurs. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon
request.
Section 5.16 ANNUAL STATEMENT AS TO COMPLIANCE. The Master
Servicer will deliver to the Trustee, the Certificate Insurer and the Rating
Agencies on or before June 30th of each year, beginning with June 30, 1997, an
Officers' Certificate stating as to each signer thereof, that (i) a review of
the activities of the Master Servicer during the preceding calendar year and of
its performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Master
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Servicer has fulfilled all its obligations under this Agreement throughout such
year, or if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. Such Officers' Certificate shall be accompanied by the statement
described in Section 5.17 of this Agreement. Copies of such statement shall,
upon request, be provided to any Certificateholder by the Master Servicer, or by
the Trustee at the Master Servicer's expense if the Master Servicer shall fail
to provide such copies.
Section 5.17 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT. On or before March 30th of every year, beginning with March 30, 1997,
the Master Servicer, at its expense, shall cause a firm of nationally recognized
independent public accountants to furnish a statement to the Trustee, the
Certificate Insurer and the Rating Agencies to the effect that, on the basis of
an examination of certain documents and records relating to the servicing of the
mortgage loans being serviced by the Master Servicer under pooling and servicing
agreements similar to this Agreement, conducted substantially in compliance with
the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the
opinion that such servicing has been conducted in compliance with this
Agreement. Copies of such statement shall, upon request, be provided to
Certificateholders by the Master Servicer, or by the Trustee at the Master
Servicer's expense if the Master Servicer shall fail to provide such copies. For
purposes of such statement, such firm may conclusively presume that any pooling
and servicing agreement which governs mortgage pass-through certificates offered
by the Company (or any predecessor or successor thereto) in a registration
statement under the Securities Act of 1933, as amended, is similar to this
Agreement, unless such other pooling and servicing agreement expressly states
otherwise.
Section 5.18 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.
Any Affiliate of the Seller, in its sole discretion, shall have the right to
elect (by written notice sent to the Master Servicer, the Trustee and the
Certificate Insurer), but shall not be obligated, to purchase for its own
account from the Trust Fund any Mortgage Loan which is 90 days or more
delinquent in the manner and at the price specified in Section 2.04(b). The
purchase price for any Mortgage Loan purchased hereunder shall be deposited in
the Collection Account and the Trustee, upon receipt of such deposit, shall
release or cause to be released to the purchaser of such Mortgage Loan the
related Mortgage File and shall execute and deliver such instruments of transfer
or assignment prepared by the purchaser of such Mortgage Loan, in each case
without recourse, as shall be necessary to vest in the purchaser of such
Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of
such Mortgage Loan shall succeed to all the Trustee's right, title and interest
in and to such Mortgage Loan and all security and documents related thereto.
Such assignment shall be an assignment outright and not for security. The
purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 5.19 REPORTS TO BE PROVIDED BY THE MASTER SERVICER.
The Master Servicer agrees to make available on a reasonable basis to the
Certificate Insurer a knowledgeable financial or accounting officer for the
purpose of answering reasonable questions respecting recent developments
affecting the Master Servicer or the financial statements of the Master Servicer
and to permit the Certificate Insurer to inspect the Master Servicer's servicing
facilities during normal business hours for the purpose of satisfying the
Certificate Insurer that
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the Master Servicer has the ability to service the Mortgage Loans in accordance
with this Agreement.
Section 5.20 ADJUSTMENT OF SERVICING COMPENSATION IN RESPECT
OF PREPAID MORTGAGE LOANS. The aggregate amount of the Servicing Fees that the
Master Servicer and any Subservicer shall be entitled to receive with respect to
all of the Mortgage Loans and each Distribution Date shall be offset on such
Distribution Date by an amount equal to the aggregate Prepayment Interest
Shortfall with respect to all Mortgage Loans which were subjects of Principal
Prepayments in Full or Curtailments during the month preceding the month of such
Distribution Date. The amount of any offset against the aggregate Servicing Fee
with respect to any Distribution Date under this Section 5.20 shall be limited
to the aggregate amount of the Servicing Fees otherwise payable to the Master
Servicer and any Subservicer (without adjustment on account of Prepayment
Interest Shortfalls) with respect to (i) scheduled payments having the Due Date
occurring in the month of such Distribution Date received by the Master Servicer
or any Subservicer prior to the Master Servicer Remittance Date, and (ii)
Principal Prepayments in Full, Curtailments and Liquidation Proceeds received in
the month preceding the month in which such Distribution Date occurs, and the
rights of the Certificateholders to the offset of the aggregate Prepayment
Interest Shortfalls shall not be cumulative.
Section 5.21 PERIODIC ADVANCES. If, on any Master Servicer
Remittance Date, the Master Servicer determines that any Monthly Payments due on
the Due Date immediately preceding such Master Servicer Remittance Date have not
been received as of the close of business on the Business Day preceding such
Master Servicer Remittance Date, the Master Servicer shall determine the amount
of any Periodic Advance required to be made with respect to the related
Distribution Date. The Master Servicer shall, on the Master Servicer Remittance
Date, deliver in a computer-readable form (including electronic transmission) to
the Trustee indicating the payment status of each Mortgage Loan as of the
Business Day prior to such Master Servicer Remittance Date. The Master Servicer
shall include in the amount to be deposited in the related Certificate Account
on such Master Servicer Remittance Date an amount equal to the Periodic Advance,
if any, which deposit may be made in whole or in part from funds in the
Collection Account being held for future distribution or withdrawal on or in
connection with Distribution Dates in subsequent months. Any funds being held
for future distribution to Certificateholders and so used shall be replaced by
the Master Servicer from its own funds by deposit in the related Certificate
Account on or before the Business Day preceding any such future Master Servicer
Remittance Date to the extent that funds in the related Certificate Account on
such Master Servicer Remittance Date shall be less than payments to
Certificateholders required to be made on such date.
The Master Servicer shall designate on its records the
specific Mortgage Loans and related installments (or portions thereof) as to
which such Periodic Advance shall be deemed to have been made, such
determination being conclusive for purposes of withdrawals from the Collection
Account pursuant to Section 5.04.
Section 5.22 THIRD PARTY CLAIMS. The Trustee shall reimburse
the Seller from amounts otherwise distributable on the Class R Certificates for
all amounts advanced by the Seller pursuant to the second sentence of Section
4.03(a)(ii) of the Purchase Agreement except when the relevant claim relates
directly to the failure of the Seller to perform its duties in compliance with
the terms of the Purchase Agreement.
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Section 5.23 MAINTENANCE OF CORPORATE EXISTENCE AND LICENSES;
MERGER OR CONSOLIDATION OF THE MASTER SERVICER. (a) The Master Servicer will
keep in full effect its existence, rights and franchises as a corporation, will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement and will otherwise operate its business so as to cause the
representations and warranties under Section 3.01 to be true and correct at all
times under this Agreement.
(b) Any Person into which the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Master Servicer shall be a party, or any Person
succeeding to the business of the Master Servicer, shall be an established
mortgage loan servicing institution acceptable to the Certificate Insurer that
has a net worth of at least $15,000,000, and in all events shall be the
successor of the Master Servicer 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 Master Servicer shall send notice of any such
merger or consolidation to the Trustee and the Certificate Insurer.
Section 5.24 ASSIGNMENT OF AGREEMENT BY MASTER SERVICER;
MASTER SERVICER NOT TO RESIGN. The Master Servicer shall not assign this
Agreement or resign from the obligations and duties hereby imposed on it except
by mutual consent of the Certificate Insurer and the Trustee or upon the
determination that the Master Servicer's duties hereunder are no longer
permissible under applicable law and that such incapacity cannot be cured by the
Master Servicer without incurring, in the reasonable judgment of the Certificate
Insurer, unreasonable expense. Any such determination that the Master Servicer's
duties hereunder are no longer permissible under applicable law permitting the
resignation of the Master Servicer shall be evidenced by a written Opinion of
Counsel (who may be counsel for the Master Servicer) to such effect delivered to
the Trustee, the Seller, the Company and the Certificate Insurer. No such
resignation shall become effective until the Trustee or a successor appointed in
accordance with the terms of this Agreement has assumed the Master Servicer's
responsibilities and obligations hereunder in accordance with Section 7.02. The
Master Servicer shall provide the Trustee, the Rating Agencies and the
Certificate Insurer with 30 days prior written notice of its intention to resign
pursuant to this Section 5.24.
Section 5.25 INFORMATION REPORTS TO BE FILED BY THE MASTER
SERVICER. The Master Servicer shall file (or cause any Subservicers to file)
information returns with respect to the receipt of mortgage interest received in
a trade or business, reports of foreclosures and abandonments of any Mortgaged
Property and cancellation of indebtedness income with respect to any Mortgaged
Property as required by Sections 6050H, 6050J and 6050P of the Code,
respectively.
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ARTICLE VI
DISTRIBUTIONS AND PAYMENTS
Section 6.01 ESTABLISHMENT OF CERTIFICATE ACCOUNTS; DEPOSITS
TO THE CERTIFICATE ACCOUNTS. (a) The Trustee shall establish and maintain two
separate Certificate Accounts which shall be titled "Group I Certificate
Account, Bankers Trust Company of California, N.A., as trustee for the
registered holders of Southern Pacific Secured Assets Corp., Mortgage
PassThrough Certificates, Series 1996-2, Class A-1, Class I S and Class R" and
"Group II Certificate Account, Bankers Trust Company of California, N.A., as
trustee for the registered holders of Southern Pacific Secured Assets Corp.,
Mortgage Pass-Through Certificates, Series 1996-2, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class II S and Class R" which shall be Eligible
Accounts.
(b) The Master Servicer may direct the Trustee in writing to
invest the funds in the Certificate Accounts only in Permitted Investments. No
Permitted Investment shall be sold or disposed of at a gain prior to maturity
unless the Master Servicer has delivered to the Trustee an Opinion of Counsel
(at the Master Servicer's expense) that such sale or disposition will not cause
the Trust Fund to be subject to the tax on income from prohibited transactions
imposed by Section 860F(a)(1) of the Code, otherwise subject the Trust Fund to
tax or cause the Trust Fund to fail to qualify as a REMIC. All income (other
than any gain from a sale or disposition of the type referred to in the
preceding sentence) realized from any such Permitted Investment shall be for the
benefit of the Master Servicer as additional servicing compensation. The amount
of any losses incurred in respect of any such investments shall be deposited in
the related Certificate Account by the Master Servicer out of its own funds
immediately as realized.
(c) On each Master Servicer Remittance Date, the Master
Servicer shall cause to be deposited in the Group I and Group II Certificate
Accounts, from funds on deposit in the Collection Account, an amount equal to
the related Master Servicer Remittance Amount with respect to Loan Group I and
II respectively. On the Closing Date the Company will also deposit the Special
Deposits in the related Certificate Account.
Section 6.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE
ACCOUNTS. The Trustee shall withdraw or cause to be withdrawn funds from the
Certificate Accounts for the following purposes:
(a) to effect the distributions described in Section 6.05;
(b) to pay to the Seller with respect to each Mortgage Loan or
property acquired in respect thereof that has been repurchased or
replaced pursuant to Section 2.04 or 3.03 or to pay to the Master
Servicer with respect to each Mortgage Loan or property acquired in
respect thereof that has been purchased all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Principal Balance was determined;
(c) to pay the Master Servicer any interest earned on or
investment income earned with respect to funds in the Certificate
Accounts;
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(d) to return to the Collection Account any amount deposited
in a Certificate Account that was not required to be deposited therein;
(e) to make reimbursements to itself in accordance with
Section 9.05; and
(f) to clear and terminate the Certificate Accounts upon
termination of any of the Trust Fund pursuant to Article VIII.
The Trustee shall keep and maintain a separate accounting for
withdrawals from the Certificate Accounts pursuant to each of subclauses (a)
through (f) listed above.
Section 6.03 COLLECTION OF MONEY. Except as otherwise
expressly provided herein, the Trustee may demand payment or delivery of all
money and other property payable to or receivable by the Trustee pursuant to
this Agreement, including (a) all payments due on the Mortgage Loans in
accordance with the respective terms and conditions of such Mortgage Loans and
required to be paid over to the Trustee by the Master Servicer or by any
Subservicer and (b) Insured Payments. The Trustee shall hold all such money and
property received by it, as part of the Trust Fund and shall apply it as
provided in this Agreement.
Section 6.04 THE CERTIFICATE INSURANCE POLICY. (a) Within two
Business Days after each Master Servicer Remittance Date the Trustee shall
determine with respect to the immediately following Distribution Date the amount
to be on deposit in the Certificate Accounts on such Distribution Date as a
result of the Master Servicer's remittance of the Master Servicer Remittance
Amount on the related Master Servicer Remittance Date plus the amount of any
amounts deposited into the Certificate Accounts from the related Pre-Funding
Account pursuant to Section 6.12 and any Interest Coverage Additions to be
deposited pursuant to Section 6.13 for such Distribution Date and, with respect
to the first Distribution Date, the amount of the related Special Deposit in the
related Certificate Account, less the amounts described in clauses (i) through
(ii) of Section 6.05(b) or (c) for the related Distribution Date, and not
including the amount of any Insured Payment which is required to be deposited in
the related Certificate Account for such Distribution Date. The amounts
described in the preceding sentence, as determined separately with respect to
the Group I Loans, and Group II Loans, with respect to each Distribution Date
are the "Group I Available Funds" and "Group II Available Funds" for such
Distribution Date.
(b) If on any Distribution Date there is an Available Funds
Shortfall, the Trustee shall complete a Notice in the form of Exhibit A to the
related Certificate Insurance Policy and submit such notice to the Certificate
Insurer no later than 12:00 noon New York City time on the second Policy
Business Day preceding such Distribution Date as a claim for an Insured Payment
in an amount equal to such Available Funds Shortfall.
(c) The Trustee shall establish a separate Eligible Account
for the benefit of Holders of the Certificates and the Certificate Insurer
referred to herein as the "Certificate Insurance Payments Account" over which
the Trustee shall have exclusive control and sole right of withdrawal. The
Trustee shall deposit upon receipt any amount paid under the Certificate
Insurance Policy in the Certificate Insurance Payments Account and distribute
such amount only for purposes of payment to Certificateholders of the Group I
Insured Distribution Amount or Group II Insured Distribution Amount for which a
claim was made and such amount may not
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be applied to satisfy any costs, expenses or liabilities of the Master Servicer,
the Trustee or the Trust Fund. Amounts paid under the Certificate Insurance
Policy, to the extent needed to pay the Group I Insured Distribution Amount or
Group II Insured Distribution Amount shall be transferred by the Trustee from
the Certificate Insurance Payments Account to the related Certificate Account on
the related Distribution Date and disbursed by the Trustee to Certificateholders
in accordance with Section 6.05. It shall not be necessary for payments made
under the Certificate Insurance Policy to be made by checks or wire transfers
separate from other amounts distributed pursuant to Section 6.05. However, the
amount of any payment of principal or of interest on the Certificates to be paid
from funds transferred from the Certificate Insurance Payments Account shall be
noted as provided in paragraph (d) below. Funds held in the Certificate
Insurance Payments Account shall not be invested. Any funds remaining in the
Certificate Insurance Payments Account on the first Policy Business Day
following a Distribution Date shall be returned to the Certificate Insurer
pursuant to the written instructions of the Certificate Insurer by the end of
such Policy Business Day.
(d) The Trustee Remittance Report shall indicate the amount of
interest and principal paid in respect of the Group I Class A Certificates and
the Group II Class A Certificates from moneys received under the Certificate
Insurance Policy.
(e) In the event that the Trustee has received a certified
copy of an order of the appropriate court that any Insured Payment has been
voided in whole or in part as a preference payment under applicable bankruptcy
law, the Trustee shall so notify the Certificate Insurer, shall comply with the
provisions of the Certificate Insurance Policy to obtain payment by the
Certificate Insurer of such voided Insured Payment, and shall, at the time it
provides notice to the Certificate Insurer, notify, by mail to
Certificateholders of the affected Certificates that, in the event any
Certificateholder's Insured Payment is so recovered, such Certificateholder will
be entitled to payment pursuant to the Certificate Insurance Policy, a copy of
which shall be made available through the Trustee, the Certificate Insurer or
the Certificate Insurer's fiscal agent, if any, and the Trustee shall furnish to
the Certificate Insurer or its fiscal agent, if any, its records evidencing the
payments which have been made by the Trustee and subsequently recovered from
Certificateholders, and dates on which such payments were made.
(f) The Trustee shall promptly notify the Certificate Insurer
of any proceeding or the institution of any action, of which a Responsible
Officer of the Trustee has actual knowledge, seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Certificates. Each Certificateholder, by its purchase of Certificates, the
Master Servicer and the Trustee agree that, the Certificate Insurer (so long as
no Certificate Insurer Default exists) may at any time during the continuation
of any proceeding relating to a Preference Claim direct all matters relating to
such Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to such Preference Claim and (ii) the posting of
any surety, supersedeas or performance bond pending any such appeal. In addition
and without limitation of the foregoing, the Certificate Insurer shall be
subrogated to, and each Certificateholder, the Master Servicer and the Trustee
hereby delegate and assign to the Certificate Insurer, to the fullest extent
permitted by law, the rights of the Master Servicer, the Trustee and each
Certificateholder in the conduct of any such Preference Claim, including,
without limitation, all rights of any party to any adversary proceeding or
action with respect to any court order issued in connection with any such
Preference Claim.
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Section 6.05 DISTRIBUTIONS. (a) No later than 12:00 noon
California time on each Master Servicer Remittance Date, the Master Servicer
shall deliver to the Trustee a report in computer-readable form (including
electronic transmission, provided that a portion of such report relating to
certain delinquency information may be delivered in hard copy form rather than
computer-readable form) containing such information as to each Mortgage Loan as
of such date and such other information as the Trustee shall reasonably require.
(b) With respect to funds deposited in the Group I Certificate
Account, on each Distribution Date, the Trustee shall make the following
allocations, disbursements and transfers in the following order of priority, and
each such allocation, transfer and disbursement shall be treated as having
occurred only after all preceding allocations, transfers and disbursements have
occurred:
(i) commencing with the Distribution Date occurring in
August 1996, to the Certificate Insurer, the Premium Amount with
respect to the Group I Loans;
(ii) to the Trustee, an amount equal to the Trustee's Fees
then due to it with respect to the Group I Loans;
(iii) to the Certificate Insurer the lesser of (x) an amount
equal to (i) the amount then on deposit in the Group I Certificate
Account remaining after the foregoing distributions minus (ii) the
Group I Insured Distribution Amount for such Distribution Date and (y)
the outstanding Group I Reimbursement Amounts, if any, as of such
Distribution Date;
(iv) from amounts then on deposit in the Group I Certificate
Account (including any Group I Insured Payments), to the Group I Class
A Certificateholders an amount equal to the Group I Class A Interest
Distribution Amount;
(v) from amounts then on deposit in the Group I Certificate
Account (including any Group I Insured Payments), to the Group I Class
A Certificateholders an amount equal to the lesser of (a) the Group I
Class A Principal Distribution Amount (to the extent not covered by
payments to be made pursuant to Section 6.05(c)(vi) below) and (b) the
amount remaining in the Group I Certificate Account after distributions
pursuant to clauses (i) through (iv) above, in the manner described
below;
(vi) from amounts then on deposit in the Group I Certificate
Account, to the Group II Class A Certificateholders, on any
Distribution Date where a Group II Subordination Deficit exists, an
amount equal to such Group II Subordination Deficit;
(vii) from amounts then on deposit in the Group I Certificate
Account, to the Group II Class A Certificateholders, on any
Distribution Date when, following distributions to be made on such
date, the Group II Subordinated Amount would be less than the Group II
Required Subordinated Amount, an amount equal to such difference;
(viii) from amounts then on deposit in the Group I Certificate
Account, to the Certificate Insurer, an amount equal to the outstanding
Group II Reimbursement Amount
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remaining unpaid following any distributions made on such Distribution
Date pursuant to Section 6.05(c)(iii);
(ix) from amounts then on deposit in the Group I Certificate
Account, to the Class I S Certificateholders an amount equal to the
related Class S Interest Distribution Amount to the extent not added to
the Certificate Principal Balance thereof as described below;
(x) from amounts then on deposit in the Group I Certificate
Account, to the Class I S Certificateholders the amount remaining on
such Distribution Date, if any, until the Certificate Principal
Balances thereof are reduced to zero; and
(xi) from amounts then on deposit in the Group I Certificate
Account, to the Holders of the Class R Certificates, the amount
remaining on such Distribution Date, if any.
Notwithstanding clause (v) above, the aggregate amounts distributed on all
Distribution Dates to the Holders of the Group I Class A Certificates on account
of the Group I Class A Principal Distribution Amount shall not exceed the
Original Group I Certificate Principal Balance for the Group I Class A
Certificates.
Distributions of the Group I Class A Principal Distribution Amount and
amounts allocated pursuant to Section 6.05(c)(vi) and (vii) will be allocated to
the Class A-1 Certificates in reduction of the Certificate Principal Balance
thereof, until the Certificate Principal Balance thereof has been reduced to
zero.
On each Distribution Date, an amount equal to the Group I Subordination
Increase Amount for such date will be added to the Certificate Principal
Balances of the Class I S Certificates.
(c) With respect to funds deposited in the Group II
Certificate Account, on each Distribution Date, the Trustee shall make the
following allocations, disbursements and transfers in the following order of
priority, and each such allocation, transfer and disbursement shall be treated
as having occurred only after all preceding allocations, transfers and
disbursements have occurred:
(i) commencing with the Distribution Date occurring in
August 1996, to the Certificate Insurer, the Premium Amount with
respect to the Group II Loans;
(ii) to the Trustee, an amount equal to the Trustee's Fees
then due to it with respect to the Group II Loans;
(iii) to the Certificate Insurer the lesser of (x) an amount
equal to (i) the amount then on deposit in the Group II Certificate
Account remaining after the foregoing distributions minus (ii) the
Group II Insured Distribution Amount for such Distribution Date and (y)
the outstanding Group II Reimbursement Amounts, if any, as of such
Distribution Date;
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(iv) from amounts then on deposit in the Group II
Certificate Account (including any Group II Insured Payments), to the
Class A-2 Certificateholders, Class A-3 Certificateholders, Class A-4
Certificateholders, Class A-5 Certificateholders and Class A-6
Certificateholders, on a PRO RATA basis in proportion to the related
Group II Class A Interest Distribution Amount payable thereon, an
amount equal to the Group II Class A Interest Distribution Amount;
(v) from amounts then on deposit in the Group II
Certificate Account (including any Group II Insured Payments), to the
Group II Class A Certificateholders an amount equal to the lesser of
(a) the Group II Class A Principal Distribution Amount (to the extent
not covered by payments to be made pursuant to Section 6.05(b)(vi)
above) and (b) the amount remaining in the Group II Certificate Account
after distributions pursuant to clauses (i) through (iv) above, in the
manner described below;
(vi) from amounts then on deposit in the Group II
Certificate Account, to the Group I Class A Certificateholders, on any
Distribution Date where a Group I Subordination Deficit exists, an
amount equal to such Group I Subordination Deficit;
(vii) from amounts then on deposit in the Group II
Certificate Account, to the Group I Class A Certificateholders, on any
Distribution Date when, following distributions to be made on such
date, the Group I Subordinated Amount would be less than the Group I
Required Subordinated Amount, an amount equal to such difference;
(viii) from amounts then on deposit in the Group II
Certificate Account, to the Certificate Insurer, an amount equal to the
outstanding Group I Reimbursement Amount remaining unpaid following any
distributions made on such Distribution Date pursuant to Section
6.05(b)(iii);
(ix) from amounts then on deposit in the Group II
Certificate Account, to the Class II S Certificateholders, an amount
equal to the related Class S Interest Distribution Amount to the extent
not added to the Certificate Principal Balance thereof as described
below;
(x) from amounts then on deposit in the Group II
Certificate Account, to the Class II S Certificateholders, the amount
remaining on such Distribution Date, if any, until the Certificate
Principal Balances thereof are reduced to zero; and
(xi) from amounts then on deposit in the Group II
Certificate Account, to the Holders of the Class R Certificates, the
amount remaining on such Distribution Date, if any.
Notwithstanding clause (v) above, the aggregate amounts distributed on all
Distribution Dates to the Holders of the Group II Class A Certificates on
account of the Group II Class A Principal Distribution Amount shall not exceed
the Original Group II Certificate Principal Balance for the Group II Class A
Certificates.
Distributions of the Group II Class A Principal Distribution Amount and
amounts allocated pursuant to Section 6.05(b)(vi) and (vii) will be allocated
first to the Class A-2
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Certificates, second to the Class A-3 Certificates, third to the Class A-4
Certificateholders, fourth, to the Class A-5 Certificates and fifth, to the
Class A-6 Certificates, in each case until the Certificate Principal Balance
thereof has been reduced to zero.
On each Distribution Date, an amount equal to the Group II
Subordination Increase Amount for such date will be added to the Certificate
Principal Balances of the Class II S Certificates.
Section 6.06 INVESTMENT OF ACCOUNTS. (a) So long as no Event
of Default shall have occurred and be continuing, and consistent with any
requirements of the Code, all or a portion of any Account (other than the
Certificate Insurance Payments Account) held by the Trustee shall be invested
and reinvested by the Trustee, as directed in writing by the Master Servicer
(with respect to the Certificate Accounts) or the Company (with respect to the
PreFunding Accounts and the Interest Coverage Accounts) in one or more Permitted
Investments bearing interest or sold at a discount. If an Event of Default shall
have occurred and be continuing or if the Master Servicer does not provide
investment directions, the Trustee shall invest all Accounts in Permitted
Investments described in paragraph (d) of the definition of Permitted
Investments. No such investment in any Account shall mature later than the
Business Day immediately preceding the next Distribution Date (except that if
such Permitted Investment is an obligation of the Trustee, then such Permitted
Investment shall mature not later than such Distribution Date).
(b) If any amounts are needed for disbursement from any
Account held by the Trustee and sufficient uninvested funds are not available to
make such disbursement, the Trustee shall cause to be sold or otherwise
converted to cash a sufficient amount of the investments in such Account. The
Trustee shall not be liable for any investment loss or other charge resulting
therefrom unless the Trustee's failure to perform in accordance with this
Section 6.06 is the cause of such loss or charge.
(c) Subject to Section 9.01 hereof, the Trustee shall not in
any way be held liable by reason of any insufficiency in any Account held by the
Trustee resulting from any investment loss on any Permitted Investment included
therein (except to the extent that the Trustee is the obligor and has defaulted
thereon or as provided in subsection (b) of this Section 6.06).
(d) So long as no Event of Default shall have occurred and be
continuing, all net income and gain realized from investment of, and all
earnings on, funds deposited in any Account (excluding the Pre-Funding Accounts
and the Interest Coverage Accounts) shall be for the benefit of the Master
Servicer as servicing compensation (in addition to the Servicing Fee). The
Master Servicer shall deposit in each Account (excluding the Pre-Funding
Accounts and the Interest Coverage Accounts) and the Company shall deposit in
each Pre-Funding Account and Interest Coverage Account, the amount of any loss
incurred in respect of any Permitted Investment held therein which is in excess
of the income and gain thereon immediately upon realization of such loss,
without any right to reimbursement therefor from its own funds.
Section 6.07 REPORTS BY TRUSTEE. (a) On each Distribution Date
the Trustee shall provide to each Holder, to the Master Servicer, to the
Certificate Insurer, to the Underwriter, to the Company and to the Rating
Agencies a written report (the "Trustee
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Remittance Report"), setting forth information including, without limitation,
the following information:
(i) the amount of the distribution with respect to each
class of the Class A Certificates, Class S Certificates and Class R
Certificates;
(ii) the amount of such distributions allocable to
principal, separately identifying the aggregate amount of any
Prepayments in Full and Curtailments or other unscheduled recoveries of
principal included therein and separately identifying any Subordination
Increase Amounts;
(iii) the amount of such distributions allocable to interest
and the calculation thereof;
(iv) the Certificate Principal Balance of each class of the
Class A Certificates and Class S Certificates as of such Distribution
Date, together with the principal amount of each class of the Class A
Certificates and Class S Certificates (based on a Certificate in an
original principal amount of $1,000) then outstanding, in each case
after giving effect to any payment of principal on such Distribution
Date;
(v) the amount of any Insured Payment included in the amounts
distributed to the Class A Certificateholders on such Distribution
Date;
(vi) the Required Subordinated Amount and the Subordinated
Amount as of such Distribution Date;
(vii) the total of any Substitution Adjustments and any Loan
Repurchase Price amounts included in such distribution;
(viii) the amounts, if any, of any Liquidation Loan Losses for
the related Due Period and the cumulative amount of Liquidated Loan
Losses from the Closing Date;
(ix) the applicable Pass-Through Rate for each class of
Class A Certificates and Class S Certificates for such distribution;
(x) the amount on deposit in the Pre-Funding Accounts and the
Interest Coverage Accounts;
(xi) for the Distribution Date occurring in August 1996, the
balances of the Pre-Funded Amounts that have not been used to purchase
Subsequent Mortgage Loans and that are being distributed to the Class A
Certificateholders as a mandatory prepayment of principal, if any, on
such Distribution Date; and
(xii) the amount, if any, of the Interest Coverage Addition
included in such distribution for each Loan Group.
Items (i), (ii) and (iii) above shall, with respect to the Class A Certificates,
be presented on the basis of a Certificate having a $1,000 denomination. In
addition, by January 31 of each calendar
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year following any year during which the Certificates are outstanding, the
Trustee shall furnish a report to each Holder of record if so requested in
writing at any time during each calendar year as to the aggregate of amounts
reported pursuant to (i), (ii) and (iii) with respect to the Certificates for
such calendar year.
(b) All distributions made to the Class A Certificateholders,
Class S Certificateholders and the Class R Certificateholders as a Class on each
Distribution Date will be made on a PRO RATA basis among the Certificateholders
of such Class on the next preceding Record Date based on the Percentage Interest
represented by their respective Certificates, and shall be made by wire transfer
of immediately available funds to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if, in the case of
a Class A Certificateholder, such Certificateholder shall own of record
Certificates of the same Class which have denominations aggregating at least
$5,000,000 appearing in the Certificate Register and shall have provided
complete wiring instructions by the Record Date, and otherwise by check mailed
to the address of such Certificateholder appearing in the Certificate Register.
(c) In addition, on each Distribution Date the Trustee will
distribute to each Holder, to the Certificate Insurer, to the Underwriter, to
the Master Servicer, to the Company and to the Rating Agencies, together with
the information described in subsection (a) preceding, the following information
with respect to the Group I and Group II Loans as of the close of business on
the last Business Day of the prior calendar month, which is hereby required to
be prepared by the Master Servicer and furnished to the Trustee for such purpose
on or prior to the related Master Servicer Remittance Date (such information to
be provided for the Group I and Group II Loans separately):
(i) the total number of Mortgage Loans and the aggregate
Principal Balances thereof, together with the number and aggregate
principal balances of such Mortgage Loans and the percentage (based on
the aggregate Principal Balances of the Mortgage Loans) of the
aggregate Principal Balances of such Mortgage Loans to the aggregate
Principal Balance of all Mortgage Loans (A) 30-59 days Delinquent, (B)
60-89 days Delinquent and (C) 90 or more days Delinquent;
(ii) the number and aggregate Principal Balances of all
Mortgage Loans and percentage (based on the aggregate Principal
Balances of the Mortgage Loans) of the aggregate Principal Balances of
such Mortgage Loans to the aggregate Principal Balance of all Mortgage
Loans in foreclosure proceedings and the number and aggregate Principal
Balances of all Mortgage Loans and percentage (based on the aggregate
Principal Balances of the Mortgage Loans) of any such Mortgage Loans
which are also included in any of the statistics described in the
foregoing clauses (i)(A), (i)(B) and (i)(C);
(iii) the number and aggregate Principal Balances of all
Mortgage Loans and percentage (based on the aggregate Principal
Balances of the Mortgage Loans) of the aggregate Principal Balances of
such Mortgage Loans to the aggregate Principal Balance of all Mortgage
Loans relating to Mortgagors in bankruptcy proceedings and the number
and aggregate Principal Balances of all Mortgage Loans and percentage
(based on the aggregate Principal Balances of the Mortgage Loans) of
any such Mortgage Loans which
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are also included in any of the statistics described in the foregoing
clauses (i)(A), (i)(B) and (i)(C);
(iv) the number and aggregate Principal Balances of all
Mortgage Loans and percentage (based on the aggregate Principal
Balances of the Mortgage Loans) of the aggregate Principal Balances of
such Mortgage Loans to the aggregate Principal Balance of all Mortgage
Loans relating to REO Properties and the number and aggregate Principal
Balances of all Mortgage Loans and percentage (based on the aggregate
Principal Balances of the Mortgage Loans) of any such Mortgage Loans
which are also included in any of the statistics described in the
foregoing clause (i)(A), (i)(B) and (i)(C);
(v) the weighted average Mortgage Interest Rate as of the
Due Date occurring in the Due Period related to such Distribution Date;
(vi) the weighted average remaining term to stated maturity of
all Mortgage Loans;
(vii) the book value of any REO Property; and
(viii) the number and aggregate Principal Balance of all
Subsequent Mortgage Loans added during the preceding Due Period.
Section 6.08 ADDITIONAL REPORTS BY TRUSTEE. (a) The Trustee
shall report to the Company, the Master Servicer and the Certificate Insurer
with respect to the amount then held in each Account (including investment
earnings accrued or scheduled to accrue) held by the Trustee and the identity of
the investments included therein, as the Company, the Master Servicer or the
Certificate Insurer may from time to time request in writing.
(b) From time to time, at the request of the Certificate
Insurer, the Trustee shall report to the Certificate Insurer with respect to its
actual knowledge, without independent investigation, of any breach of any of the
representations or warranties relating to individual Mortgage Loans set forth in
the Purchase Agreement or in Section 3.01 or 3.02 hereof.
(c) On each Distribution Date, the Trustee shall provide
Bloomberg Financial Markets, L.P. ("Bloomberg") Certificate Factors for each
class of Certificates as of such Distribution Date, using a format and media
mutually acceptable to the Trustee and Bloomberg.
Section 6.09 COMPENSATING INTEREST. Not later than the close
of business on the third Business Day prior to the Distribution Date, the Master
Servicer or any Subservicer shall remit to the Trustee (without right or
reimbursement therefor) for deposit into the related Certificate Account an
amount equal to the lesser of (a) the aggregate of the Prepayment Interest
Shortfalls for the related Distribution Date resulting from Principal
Prepayments in Full and Curtailments during the related Due Period and (b) its
aggregate Servicing Fees payable in the related Due Period and shall not have
the right to reimbursement therefor (the "Compensating Interest").
Section 6.10 EFFECT OF PAYMENTS BY THE CERTIFICATE INSURER;
SUBROGATION. Anything herein to the contrary notwithstanding, any payment with
respect to principal of or
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interest on the Class A Certificates which is made with moneys received pursuant
to the terms of the Certificate Insurance Policy shall not be considered payment
of the Certificates from the Trust Fund. The Company, the Master Servicer and
the Trustee acknowledge, and each Holder by its acceptance of a Certificate
agrees, that without the need for any further action on the part of the
Certificate Insurer, the Company, the Master Servicer, the Trustee or the
Certificate Registrar (a) to the extent the Certificate Insurer makes payments,
directly or indirectly, on account of principal of or interest on the Class A
Certificates to the Holders of such Certificates, the Certificate Insurer will
be fully subrogated to, and each Certificateholder, the Master Servicer and the
Trustee hereby delegate and assign to the Certificate 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 Certificateholders in respect of securities law violations arising from
the offer and sale of the Class A Certificates, and (b) the Certificate 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 Certificate
Insurer for action to preserve or enforce the Certificate Insurer's rights or
interests under this Agreement without limiting the rights or affecting the
interests of the Holders as otherwise set forth herein.
Section 6.11 ALLOCATION OF LIQUIDATED LOAN LOSSES. Prior to
each Distribution Date the Master Servicer shall determine the total amount of
related Liquidated Loan Losses, if any, that occurred during the related Due
Period with respect to the Group I Loans and the Group II Loans. The amount of
such Liquidated Loan Losses shall be evidenced by an Officer's Certificate to be
delivered to the Trustee not later than the Master Servicer Remittance Date. On
each Distribution Date, the principal portion of all Liquidated Loan Losses on
the Mortgage Loans in Loan Group I shall be allocated in reduction of the
Certificate Principal Balance of the Class I S Certificates, until the
Certificate Principal Balance thereof has been reduced to zero. On each
Distribution Date, the principal portion of all Liquidated Loan Losses on the
Mortgage Loans in Loan Group II shall be allocated in reduction of the
Certificate Principal Balance of the Class II S Certificates, until the
Certificate Principal Balance thereof has been reduced to zero. In each case
above, Liquidated Loan Losses after the Certificate Principal Balances of the
Certificates described above have been reduced to zero shall not be allocated to
any specific class of related Certificates, but shall increase the Group I
Subordination Deficit or Group II Subordination Deficit, as applicable, in the
manner described in this Agreement.
Section 6.12 PRE-FUNDING ACCOUNTS.
(a) No later than the Closing Date, the Trustee shall
establish and maintain with itself one or more segregated trust accounts that
are Eligible Accounts, which shall be titled "Group I Pre-Funding Account,
Bankers Trust Company of California, N.A., as trustee for the registered holders
of Southern Pacific Secured Assets Corp., Mortgage Pass-Through Certificates,
Series 1996-2" (the "Group I Pre-Funding Account") and one or more segregated
trust accounts that are Eligible Accounts, which shall be titled "Group II
Pre-Funding Account, Bankers Trust Company of California, N.A., as trustee for
the registered holders of Southern Pacific Secured Assets Corp., Mortgage
Pass-Through Certificates, Series 1996-2" (the "Group II Pre-Funding Account").
The Trustee shall, promptly upon receipt, deposit (a) in the Group I Pre-Funding
Account and retain therein the Original Pre-Funded Amount with respect to Loan
Group I remitted on the Closing Date to the Trustee by the Company and (b) in
the Group II Pre-Funding Account and retain therein the Original Pre-Funded
Amount with respect to Loan
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Group II remitted on the Closing Date to the Trustee by the Company. Funds
deposited in the Group I Pre-Funding Account shall be held in trust by the
Trustee for the Holders of the Group I Certificates and the Certificate Insurer
for the uses and purposes set forth herein. Funds deposited in the Group II
Pre-Funding Account shall be held in trust by the Trustee for the Holders of the
Group II Certificates and the Certificate Insurer for the uses and purposes set
forth herein. If the Trustee shall not have received an investment direction
from the Company, the Trustee will invest funds deposited in the Pre-Funding
Accounts in Permitted Investments of the kind described in clause (d) of the
definition of Permitted Investments with a maturity date no later than the
second Business Day preceding each Distribution Date. For federal income tax
purposes, the Company shall be the owner of the Pre-Funding Accounts and shall
report all items of income, deduction, gain or loss arising therefrom. All
income and gain realized from investment of funds deposited in the Group I
Pre-Funding Account shall be transferred to the Group I Interest Coverage
Account on the Business Day immediately preceding each Distribution Date. All
income and gain realized from investment of funds deposited in the Group II
PreFunding Account shall be transferred to the Group II Interest Coverage
Account. The Company shall deposit in the related Pre-Funding Account the amount
of any net loss incurred in respect of any such Permitted Investment immediately
upon realization of such loss without any right of reimbursement therefor.
(b) Amounts on deposit in the Group I Pre-Funding Account
shall be withdrawn by the Trustee as follows:
(i) On any Subsequent Transfer Date, the Trustee shall
withdraw from the Group I Pre-Funding Account and deposit into
the Group I Certificate Account an amount equal to 100% of the
Principal Balances of the Subsequent Mortgage Loans
transferred and assigned to the Trustee for Loan Group I on
such Subsequent Transfer Date and pay such amount to or upon
the order of the Company upon satisfaction of the conditions
set forth in Section 2.08(b) with respect to such transfer and
assignment; and
(ii) If the Group I Pre-Funded Amount has not been reduced
to zero during the Funding Period, on the Master Servicer
Remittance Date immediately prior to the Distribution Date
occurring in August 1996, the Trustee shall deposit into the
Group I Certificate Account any amounts remaining in the Group
I PreFunding Account.
(c) Amounts on deposit in the Group II Pre-Funding Account
shall be withdrawn by the Trustee as follows:
(i) On any Subsequent Transfer Date, the Trustee shall
withdraw from the Group II Pre-Funding Account and deposit
into the Group II Certificate Account an amount equal to 100%
of the Principal Balances of the Subsequent Mortgage Loans
transferred and assigned to the Trustee for Loan Group II on
such Subsequent Transfer Date and pay such amount to or upon
the order of the Company upon satisfaction of the conditions
set forth in Section 2.08(b) with respect to such transfer and
assignment; and
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(ii) If the Group II Pre-Funded Amount has not been reduced
to zero during the Funding Period, on the Master Servicer
Remittance Date immediately prior to the Distribution Date
occurring in August 1996, the Trustee shall deposit into the
Group II Certificate Account any amounts remaining in the
Group II PreFunding Account.
Section 6.13 INTEREST COVERAGE ACCOUNTS.
(a) No later than the Closing Date, the Trustee shall
establish and maintain with itself two separate, segregated trust accounts,
which shall be Eligible Accounts, titled "Group I Interest Coverage Account,
Bankers Trust Company of California, N.A., as trustee for the registered holders
of Southern Pacific Mortgage Pass-Through Certificates, Series 1996-2" (the
"Group I Interest Coverage Account") and "Group II Interest Coverage Account,
Bankers Trust Company of California, N.A., as trustee for the registered holders
of Southern Pacific Mortgage Pass-Through Certificates, Series 1996-2" (the
"Group II Interest Coverage Account"). The Trustee shall, promptly upon receipt,
deposit (a) in the Group I Interest Coverage Account and retain therein the
Group I Interest Coverage Amount remitted on the Closing Date to the Trustee by
the Company and (b) in the Group II Interest Coverage Account and retain therein
the Group II Interest Coverage Amount remitted on the Closing Date to the
Trustee by the Company. In addition, the Trustee shall deposit into the Group I
Interest Coverage Account all income and gain on investments in the Group I
Pre-Funding Account and shall deposit into the Group II Interest Coverage
Account all income and gain on investments in the Group II Pre-Funding Account
pursuant to Section 6.12. Funds deposited in the Group I Interest Coverage
Account shall be held in trust by the Trustee for the Holders of the Group I
Certificates and the Certificate Insurer for the uses and purposes set forth
herein. Funds deposited in the Group II Interest Coverage Account shall be held
in trust by the Trustee for the Holders of the Group II Certificates and the
Certificate Insurer for the uses and purposes set forth herein. For federal
income tax purposes, the Company shall be the owner of the Interest Coverage
Accounts and shall report all items of income, deduction, gain or loss arising
therefrom. The Company shall deposit in the related Interest Coverage Account
the amount of any net loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss without any right of reimbursement
therefor.
(b) On each of the first three Distribution Dates, the Trustee
shall (a) withdraw from the Group I Interest Coverage Account and deposit in the
Group I Certificate Account the related Interest Coverage Addition and (b)
withdraw from the Group II Interest Coverage Account and deposit in the Group II
Certificate Account the related Interest Coverage Addition.
(c) On each Distribution Date following the conveyance of a
Subsequent Mortgage Loan to the Trustee for Loan Group I, funds on deposit in
the Group I Interest Coverage Account in an amount equal to 1/360 of the product
of (i) the Principal Balance of such Subsequent Mortgage Loan and (ii) the sum
of (A) the Group I Class A Pass-Through Rate for such Distribution Date minus
2.50%, (B) the Premium Percentage and (C) 0.01%, and (iii) the actual number of
days from the Subsequent Cut-off Date to July 15, 1996, shall be remitted
immediately to the Company.
On each Distribution Date following the conveyance of a
Subsequent Mortgage Loan to the Trustee for Loan Group II, funds on deposit in
the Group II Interest Coverage
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Account in an amount equal to 1/360 of the product of (i) the Principal Balance
of such Subsequent Mortgage Loan and (ii) the sum of (A) the weighted average
Group II Class A PassThrough Rate for such Distribution Date minus 2.50%, (B)
the Premium Percentage and (C) 0.01%, and (iii) the number of days, up to a
maximum of 30 per calendar month, from the Subsequent Cut-off Date to July 15,
1996, shall be remitted immediately to the Company.
(d) Upon the earlier of (i) termination of the Trust Fund in
accordance with Section 8.01 and (ii) the first Business Day following the first
Distribution Date following the conveyance of the last Subsequent Mortgage Loan
to the Trustee for Loan Group I, any amount remaining on deposit in the Group I
Interest Coverage Account after distributions pursuant to Sections 6.13(b) above
shall be withdrawn by the Trustee and paid to the Company.
Upon the earliest of (i) the reduction of the Certificate
Principal Balance of the Class A-6 Certificates to zero, (ii) the termination of
the Trust Fund in accordance with Section 8.01 and (iii) the first Business Day
following the first Distribution Date following the conveyance of the last
Subsequent Mortgage Loan to the Trustee for Loan Group II, any amount remaining
on deposit in the Group II Interest Coverage Account after distributions
pursuant to Sections 6.13(b) above shall be withdrawn by the Trustee and paid to
the Company.
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ARTICLE VII
DEFAULT
Section 7.01 EVENTS OF DEFAULT. (a)"Event of Default",
wherever used herein, means any one of the following events:
(i) any failure by the Master Servicer to remit to the
Trustee any payment, other than a Servicing Advance, required to be
made by the Master Servicer under the terms of this Agreement which
continues unremedied for five Business Days after the date upon which
such payment was required to be made;
(ii) the failure by the Master Servicer to make any required
Servicing Advance which failure continues unremedied for a period of 30
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer
by the Trustee or to the Master Servicer and the Trustee by any
Certificateholder or the Certificate Insurer;
(iii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained in this
Agreement, or the failure of any representation and warranty made
pursuant to Section 3.01 to be true and correct which continues
unremedied for a period of 30 days (or 15 days in the case of a failure
to pay the premium for any insurance policy which is required to be
maintained under this Agreement) after the date on which written notice
of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer, as the case may be, by the Company or the
Trustee or to the Master Servicer and the Trustee by any
Certificateholder or the Certificate Insurer;
(iv) a decree or order of a court or agency or supervisory
authority having jurisdiction in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law or for
the appointment of 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;
(v) 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 Master Servicer's property;
(vi) the Master Servicer shall admit in writing its
inability to pay its debts as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations;
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(vii) on any Distribution Date the average Sixty-Day
Delinquency Ratio, for each of the three (or one or two, in the case of
the first and second Distribution Dates) immediately preceding Due
Periods, exceeds 13%. The Sixty-Day Delinquency Ratio with respect to
any Distribution Date means a fraction, expressed as a percentage, (a)
the numerator of which is the aggregate Principal Balances of all
Mortgage Loans that are 60 or more days Delinquent, in foreclosure or
converted to REO Property as of the last day of the related Due Period
and (b) the denominator of which is the Pool Principal Balance as of
the last day of the related Due Period;
(viii) if on any Distribution Date occurring in May of any
year, commencing in May 1997, the 12 Month Loss Amount exceeds 1.05% of
the average Pool Principal Balance as of the close of business on the
last day of each of the twelve preceding Due Periods; or
(ix) if (a) on any Distribution Date occurring before June
1, 1997, the aggregate Liquidated Loan Losses since the Cut-off Date
exceed 0.75% of the Original Pool Principal Balance, (b) on any
Distribution Date on or after June 1, 1997 and before June 1, 1998, the
aggregate Liquidated Loan Losses since the Cut-off Date exceed 1.50% of
the Original Pool Principal Balance, (c) on any Distribution Date on or
after June 1, 1998 and before June 1, 1999, the aggregate Liquidated
Loan Losses since the Cut-off Date exceed 2.25% of the Original Pool
Principal Balance, (d) on any Distribution Date on or after June 1,
1999 and before June 1, 2000, the aggregate Liquidated Loan Losses
since the Cut-off Date exceed 3.00% of the Original Pool Principal
Balance, or (e) on any Distribution Date on or after June 1, 2000, the
aggregate Liquidated Loan Losses since the Cut-off Date exceed 3.50% of
the Original Pool Principal Balance.
(b) If an Event of Default described in this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied: with respect to clauses (i), (ii), (iii), (iv),
(v) and (vi) above, the Trustee shall, but only at the direction of the
Certificate Insurer or the Majority Certificateholders and with the prior
written consent of the Certificate Insurer, by notice in writing to the Master
Servicer and a Responsible Officer of the Trustee, and in addition to whatever
rights such Certificateholders may have at law or equity to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, as servicer; and with respect to
clauses (vii)-(ix) above, the Trustee shall, but only at the direction of the
Certificate Insurer, after notice in writing to the Master Servicer and a
Responsible Officer of the Trustee, terminate all the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof, as servicer. Upon 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 Mortgage Loans or otherwise, shall,
subject to Section 7.02, pass to and be vested in the Trustee or its designee
approved by the Certificate Insurer and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, at the expense of the Master Servicer, any and
all documents and other instruments and do or cause to be done all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, including, but not limited to, the transfer and endorsement or
assignment of the Mortgage Loans and related documents. The Master Servicer
agrees to cooperate (and pay any related costs and expenses) with the Trustee in
effecting the
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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 amounts which shall at the time be credited by the
Master Servicer to the Collection Account or thereafter received with respect to
the Mortgage Loans. The Trustee shall promptly notify the Certificate Insurer
and the Rating Agencies of the occurrence of an Event of Default.
Section 7.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On
and after the time the Master Servicer receives a notice of termination pursuant
to Section 7.01, or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 5.24, or the Master
Servicer is removed as Master Servicer pursuant to Article VII, in which event
the Trustee shall promptly notify the Rating Agencies, except as otherwise
provided in Section 7.01, 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 by the terms and provisions hereof arising on or after the date of
succession; provided, however, that the Trustee shall not be liable for any
actions or the representations and warranties of any servicer prior to it and
including, without limitation, the obligations of the Master Servicer set forth
in Sections 2.04 and 3.03. The Trustee, as successor servicer, or any other
successor servicer shall be obligated to pay Compensating Interest pursuant to
Section 6.09 in any event and to make advances pursuant to Section 5.21 unless,
and only to the extent the Trustee as successor servicer determines reasonably
and in good faith that such advances would not be recoverable pursuant to
Sections 5.04(b), 5.04(g) or 5.04(j), such determination to be evidenced by a
certification of a Responsible Officer of the Trustee, as successor servicer
delivered to the Certificate Insurer.
(b) Notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act or if the Majority
Certificateholders with the consent of the Certificate Insurer or the
Certificate Insurer so requests in writing to the Trustee, appoint, pursuant to
the provisions set forth in paragraph (c) below, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing
institution acceptable to the Certificate Insurer that has a net worth of not
less than $15,000,000 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.
(c) In the event the Trustee is the successor servicer, it
shall be entitled to Servicing Compensation (including the Servicing Fee as
adjusted pursuant to the definition thereof) and other funds pursuant to Section
5.14 hereof as the Master Servicer. In the event the Trustee is unable or
unwilling to act as successor servicer, the Trustee shall solicit, by public
announcement, bids from housing and home finance institutions, banks and
mortgage servicing institutions meeting the qualifications set forth above. Such
public announcement shall specify that the successor servicer shall be entitled
to the full amount of the aggregate Servicing Fees hereunder as servicing
compensation, together with the other Servicing Compensation. Within thirty days
after any such public announcement, the Trustee shall negotiate and effect the
sale, transfer and assignment of the servicing rights and responsibilities
hereunder to the qualified party submitting the highest qualifying bid. The
Trustee shall deduct from any sum received by the Trustee from the successor to
the Master Servicer in respect of such sale, transfer and assignment all costs
and expenses of any public announcement and of any sale, transfer and assignment
of the servicing rights and responsibilities hereunder and the amount of any
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unreimbursed Servicing Advances and Periodic Advances owed to the Trustee. After
such deductions, the remainder of such sum shall be paid by the Trustee to the
Master Servicer at the time of such sale, transfer and assignment to the Master
Servicer's successor.
(d) The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. The Master Servicer agrees to cooperate with the Trustee and any
successor servicer in effecting the termination of the Master Servicer's
servicing responsibilities and rights hereunder and shall promptly provide the
Trustee or such successor servicer, as applicable, at the Master Servicer's cost
and expense, all documents and records reasonably requested by it to enable it
to assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee or such successor servicer, as applicable, all amounts
that then have been or should have been deposited in the Collection Account by
the Master Servicer or that are thereafter received with respect to the Mortgage
Loans. Any collections received by the Master Servicer after such removal or
resignation shall be endorsed by it to the Trustee and remitted directly to the
Trustee or, at the direction of the Trustee, to the successor servicer. Neither
the Trustee nor any other successor servicer shall be held liable by reason of
any failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (i) the failure of the Master Servicer to deliver, or
any delay in delivering, cash, documents or records to it, or (ii) restrictions
imposed by any regulatory authority having jurisdiction over the Master Servicer
hereunder. No appointment of a successor to the Master Servicer hereunder shall
be effective until the Trustee and the Certificate Insurer shall have consented
in writing thereto, and written notice of such proposed appointment shall have
been provided by the Trustee to the Certificate Insurer and to each
Certificateholder. The Trustee shall not resign as servicer until a successor
servicer reasonably acceptable to the Certificate Insurer has been appointed.
(e) Pending appointment of a successor to the Master Servicer
hereunder, the Trustee 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 Master Servicer pursuant
to Section 5.14, together with other Servicing Compensation. The Master
Servicer, the Trustee and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.
Section 7.03 WAIVER OF DEFAULTS. The Majority
Certificateholders may, on behalf of all Certificateholders, and subject to the
consent of the Certificate Insurer, waive any events permitting removal of the
Master Servicer as servicer pursuant to this Article VII; provided, however,
that the Majority Certificateholders may not waive a default in making a
required distribution on a Certificate without the consent of the holder of such
Certificate. Upon any waiver of a past default, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereto except to the
extent expressly so waived. Notice of any such waiver shall be given by the
Trustee to the Rating Agencies.
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Section 7.04 MORTGAGE LOANS, TRUST FUND AND ACCOUNTS HELD FOR
BENEFIT OF THE CERTIFICATE INSURER. (a) The Trustee shall hold the Trust Fund
and the Mortgage Files for the benefit of the Certificateholders and the
Certificate Insurer and all references in this Agreement and in the Certificates
to the benefit of Holders of the Certificates shall be deemed to include the
Certificate Insurer. The Trustee shall cooperate in all reasonable respects with
any reasonable request by the Certificate Insurer for action to preserve or
enforce the Certificate Insurer's rights or interests under this Agreement and
the Certificates unless, as stated in an Opinion of Counsel addressed to the
Trustee and the Certificate Insurer, such action is adverse to the interests of
the Certificateholders or diminishes the rights of the Certificateholders or
imposes additional burdens or restrictions on the Certificateholders.
(b) The Master Servicer hereby acknowledges and agrees that it
shall service the Mortgage Loans for the benefit of the Certificateholders and
for the benefit of the Certificate Insurer, and all references in this Agreement
to the benefit of or actions on behalf of the Certificateholders shall be deemed
to include the Certificate Insurer.
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ARTICLE VIII
TERMINATION
Section 8.01 TERMINATION. (a) Subject to Section 8.02, this
Agreement shall terminate upon notice to the Trustee of either: (i) the
disposition of all funds with respect to the last Mortgage Loan and the
remittance of all funds due hereunder and the payment of all amounts due and
payable to the Certificate Insurer and the Trustee or (ii) mutual consent of the
Master Servicer, the Certificate Insurer and all Certificateholders in writing;
PROVIDED, HOWEVER, that in no event shall the Trust established by this
Agreement terminate later than twenty-one years after the death of the last
surviving lineal descendant of Joseph P. Kennedy, late Ambassador of the United
States to the Court of St. James, alive as of the date hereof.
(b) In addition, subject to Section 8.02, the Holder of a
50.01% Percentage Interest or greater of the Class R Certificates or the Master
Servicer (or the Certificate Insurer, if Advanta Mortgage Corp. USA is removed
as Master Servicer) may, at its option and at its sole cost and expense,
terminate this Agreement on any date on which the related Pool Principal Balance
is less than 10%, if the holder of the Class R Certificates exercises this
option, or is less than 5%, if the Master Servicer or the Certificate Insurer
exercises this option, of the sum of (x) the aggregate of the Principal Balances
of the Mortgage Loans on the Cut-off Date plus (y) the aggregate of the
Principal Balances of the Subsequent Mortgage Loans on their respective
Subsequent Cut-off Dates, by purchasing, on the next succeeding Distribution
Date, all of the outstanding Mortgage Loans and REO Properties at a price (the
"Termination Price") equal to the sum of (i) 100% of the Principal Balance of
each such outstanding Mortgage Loan and each REO Property, (ii) the aggregate
amount of accrued and unpaid interest on such Mortgage Loans through the related
due period and 30 days' interest on such Mortgage Loans at a rate equal to the
related Mortgage Interest Rate (net of the Servicing Fee if the Master Servicer
exercises this option) with respect to such Mortgage Loan, (iii) any
unreimbursed amounts due to the Certificate Insurer under this Agreement or the
Insurance Agreement and (iv) any excess of the actual stated principal balance
of each such Mortgage Loan and REO Property over the Principal Balance thereof,
the aggregate amount of accrued and unpaid interest on such excess through the
related due period and 30 days' interest on such excess at a rate equal to the
related Mortgage Interest Rate with respect to each related Mortgage Loan. Any
such purchase shall be accomplished by deposit into the related Certificate
Account of the Termination Price. From the Termination Price so deposited, the
Trustee shall reimburse the Master Servicer for the amount of any unpaid
Servicing Fees, unreimbursed Periodic Advances and unreimbursed Servicing
Advances made by the Master Servicer with respect to the related Mortgage Loans.
No such termination is permitted without the prior written consent of the
Certificate Insurer (i) if it would result in a draw on the Certificate
Insurance Policy or (ii) unless the Master Servicer shall have delivered to the
Certificate Insurer an opinion of counsel reasonably satisfactory to the
Certificate Insurer stating that no amounts paid hereunder are subject to
recapture as preferential transfers under the United States Bankruptcy Code, 11
U.S.C. ss.ss. 101 ET SEQ., as amended.
(c) If on any Distribution Date, the Master Servicer
determines that there are no outstanding Mortgage Loans and no other funds or
assets in the Trust Fund other than funds in the related Certificate Account,
the Master Servicer shall send a final distribution notice promptly to the
related Certificateholders in accordance with paragraph (d) below.
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(d) Notice of any termination, specifying the Distribution
Date upon which the Trust Fund will terminate and that the Certificateholders
shall surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer by
letter to the Certificateholders mailed during the month of such final
distribution before the Master Servicer Remittance Date in such month,
specifying (i) the Distribution Date upon which final payment of the
Certificates will be made upon presentation and surrender of the Certificates at
the office of the Trustee therein designated, (ii) the amount of any such final
payment 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 of the Trustee therein specified. The Master
Servicer shall give such notice to the Trustee therein specified. The Master
Servicer shall give such notice to the Trustee at the time such notice is given
to the Certificateholders. The obligations of the Certificate Insurer hereunder
shall terminate upon the deposit by the Master Servicer with the Trustee of a
sum sufficient to purchase all of the Mortgage Loans and REO Properties in the
Trust Fund as set forth above and when the aggregate Certificate Principal
Balance of the Certificates has been reduced to zero.
(e) In the event that all Certificateholders do not surrender
their Certificates for cancellation within six months after the time specified
in the above-mentioned written notice, the Master Servicer 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, all of the Certificates
shall not have been surrendered for cancellation, the Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates and
the cost thereof shall be paid out of the funds and other assets which remain
subject hereto. If within nine months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Class R
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto and the Trustee upon transfer of such funds shall be
discharged of any responsibility for such funds and the Certificateholders shall
look only to such Class R Certificateholders for payment. Such funds shall
remain uninvested.
Section 8.02 ADDITIONAL TERMINATION REQUIREMENTS. (a)In the
event that the Holder of a 50.01% Percentage Interest or greater of the Class R
Certificates, Master Servicer or Certificate Insurer (any of which, an
"Exercising Party") exercises its purchase option with respect to the Trust Fund
as provided in Section 8.01, the Trust Fund shall be terminated in accordance
with the following additional requirements, unless the Trustee has been
furnished with an Opinion of Counsel to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 8.02 will not (i) result in
the imposition of taxes on "prohibited transactions" of the Trust Fund as
defined in Section 860F of the Code or (ii) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Class A Certificates or Class S
Certificates are outstanding:
(i) The Trustee shall establish a 90-day liquidation period for
the Trust Fund and specify the first day of such period in a statement
attached to the Trust Fund's final Tax Return pursuant to Treasury
Regulation Section 1.860F-1. The Trustee shall satisfy all the
requirements of a qualified liquidation under Section 860F of the Code
and any
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regulations thereunder, as evidenced by an Opinion of Counsel obtained
at the expense of the Exercising Party;
(ii) During 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 all of the assets of the Trust Fund for cash; and
(iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Holders of the Class R Certificates all
cash on hand in the Trust Fund (other than cash retained to meet
claims), and the REMIC shall terminate at that time.
(b) By their acceptance of the Class R Certificates, the
Holders thereof hereby agree to authorize the Trustee to specify the 90-day
liquidation period for the Trust Fund, which authorization shall be binding upon
all successor Class R Certificateholders.
Section 8.03 ACCOUNTING UPON TERMINATION OF MASTER SERVICER.
Upon termination of the Master Servicer, the Master Servicer shall, at its
expense:
(a) deliver to its successor or, if none shall yet have been
appointed, to the Trustee, the funds in any Account;
(b) deliver to its successor or, if none shall yet have been
appointed, to the Trustee all of the Mortgage Files and related documents and
statements held by it hereunder and a Mortgage Loan portfolio computer tape;
(c) deliver to its successor or, if none shall yet have been
appointed, to the Trustee and, upon request, to the Certificateholders a full
accounting of all funds, including a statement showing the Monthly Payments
collected by it and a statement of monies held in trust by it for the payments
or charges with respect to the Mortgage Loans; and
(d) execute and deliver such instruments and perform all acts
reasonably requested in order to effect the orderly and efficient transfer of
servicing of the Mortgage Loans to its successor and to more fully and
definitively vest in such successor all rights, powers, duties,
responsibilities, obligations and liabilities of the "Master Servicer" under
this Agreement.
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ARTICLE IX
CONCERNING THE TRUSTEE
Section 9.01 DUTIES OF TRUSTEE. 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. If an Event of Default occurs
and is continuing, 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 its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs. Any permissive right of the Trustee
enumerated in this Agreement shall not be construed as a duty.
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 on their face to the requirements of this Agreement; provided, however,
that the Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer or the Seller hereunder. If any such
instrument is found not to conform to the requirements of this Agreement in a
material manner, the Trustee shall take action as it deems appropriate to have
the instrument corrected and will provide notice thereof to the Certificate
Insurer.
The Trustee shall sign on behalf of the Trust Fund any tax
return that the Trustee is required to sign pursuant to applicable federal,
state or local tax laws.
The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of the Trust Fund
as a REMIC under the REMIC Provisions and to prevent the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on the Trust Fund to the extent that maintaining such status and avoiding
such taxes are reasonably within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.
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 of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement,
the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in
this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;
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(ii) The Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of the Certificate
Insurer relating 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.
Section 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as
otherwise provided in Section 9.01:
(a) The Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any
resolution, Officers' Certificate, Opinion of Counsel,
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;
(b) 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
therewith;
(c) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or
to make any investigation of matters arising hereunder or to
institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of
the Certificateholders or the Certificate Insurer, pursuant to
the provisions of this Agreement, unless such
Certificateholders or the Certificate Insurer, as the case may
be, shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and
skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of such person's
own affairs;
(d) 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;
(e) Prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default which
may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so
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by the Certificate Insurer or by at least a 25% Percentage
Interest of any Class of Class A Certificates; provided,
however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee
by such Certificateholders, the Trustee may require reasonable
indemnity against such expense, or liability from such
Certificateholders as a condition to taking any such action;
(f) 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;
(g) The right of the Trustee to perform any discretionary
act enumerated in this Agreement shall not be construed as a
duty, and the Trustee shall not be answerable for other than
its negligence or willful misconduct in the performance of
such act; and
(h) The Trustee shall not be required to give any bond or
surety in respect of the execution of the Trust created hereby
or the powers granted hereunder.
Section 9.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
LOANS. The recitals contained herein and in the Certificates, other than the
signature of the Trustee on the Certificates and the certificate of
authentication, 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 or warranties as to the
validity or sufficiency of this Agreement or of the Certificates or of any
Mortgage Loan or related document, other than the signature of the Trustee on
the Certificates and the Certificate of Authentication. 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 Seller in respect of the Mortgage Loans
or deposited in or withdrawn from the Custodial Account or the Certificate
Accounts or any other account by or on behalf of the Company or the Master
Servicer, other than any funds held by or on behalf of the Trustee in accordance
with Section 6.01.
Section 9.04 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 9.05 PAYMENT OF TRUSTEE'S FEES. The Trustee shall
withdraw from each of the Group I and Group II Certificate Accounts on each
Distribution Date and pay to itself the Trustee's Fee. Except as otherwise
provided in this Agreement, the Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust Fund and held harmless
against any loss, liability or "unanticipated out-of-pocket" expense incurred or
paid to third parties (which expenses shall not include salaries paid to
employees, or allocable overhead, of the Trustee) in connection with the
acceptance or administration of its trusts hereunder or the Certificates, or its
performance under the Insurance Agreement, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or under the Insurance Agreement or by
reason of reckless disregard of obligations and duties hereunder or under the
Insurance Agreement. All such amounts shall be
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payable from funds in the Certificate Accounts as provided in Section 6.02(e).
The provisions of this Section 9.05 shall survive the termination of this
Agreement and the removal or resignation of the Trustee.
The Master Servicer covenants and agrees to indemnify the
Trustee and any director, officer, employee or agent of the Trustee against any
losses, liabilities, damages, claims or expenses (including reasonable legal
fees and such related expenses) that may be sustained by the Trustee in
connection with this Agreement related to the willful misfeasance, bad faith or
negligence in the performance of the Master Servicer's duties hereunder.
Section 9.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be a corporation or a national banking association
organized and doing business under the laws of any state or the United States of
America or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and a long-term secured debt rating of at least "Baa3" if Moody's is
one of the Rating Agencies and subject to supervision or examination by federal
or state authority. In addition, the Trustee shall at all times be acceptable to
the Rating Agencies rating the Certificates. If such corporation 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 9.07.
The corporation or national banking association serving as Trustee may have
normal banking and trust relationships with the Seller and their affiliates or
the Master Servicer and its affiliates; provided, however, that such corporation
cannot be an affiliate of the Master Servicer other than the Trustee in its role
as successor to the Master Servicer.
Section 9.07 RESIGNATION AND REMOVAL OF THE TRUSTEE. The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving notice thereof to the Company, the Certificate Insurer, the Master
Servicer and to all Certificateholders; provided, that such resignation shall
not be effective until a successor trustee is appointed and accepts appointment
in accordance with the following provisions. Upon receiving such notice of
resignation, the Master Servicer shall, with the written consent of the
Certificate Insurer, promptly appoint a successor trustee who meets the
eligibility requirements of Section 9.06 by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee and to the
successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Certificate Insurer and the Master Servicer by the
Company. If no successor trustee shall have been so appointed and have accepted
appointment within 60 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee; provided, however, that the resigning
Trustee shall not resign and be discharged from the trusts hereby created until
such time as the Rating Agency rating the Certificates approves the successor
trustee.
If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 9.06 and shall fail to resign after
written request therefor by the Master Servicer or the Certificate Insurer, 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
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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, or if the rating of the long-term debt obligations
of the Trustee is not acceptable to the Rating Agencies in respect of mortgage
pass-through certificates having a rating equal to the then current rating on
the Certificates, then the Master Servicer, with the written consent of the
Certificate Insurer, may remove the Trustee and appoint a successor trustee who
meets the eligibility requirements of Section 9.06 by written instrument, in
duplicate, which instrument shall be delivered to the Trustee so removed and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Certificate Insurer and the Company by the Master
Servicer.
The Majority Certificateholders, with the written consent of
the Certificate Insurer, may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by
the Certificate Insurer or such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor so appointed. A copy of such instrument shall be delivered to
the Certificateholders, the Certificate Insurer and the Company by the Master
Servicer.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 9.08.
Section 9.08 SUCCESSOR TRUSTEE. Any successor trustee
appointed as provided in Section 9.07 shall execute, acknowledge and deliver to
the Master Servicer, the Certificate Insurer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, 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 of the Mortgage
Files and related documents and statements held by it hereunder, and 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.
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 9.06.
Upon acceptance of appointment by a successor trustee as
provided in this Section, the Master Servicer shall mail notice of the
succession of such trustee hereunder to the Certificate Insurer and all Holders
of Certificates at their addresses as shown in the Certificate Register provided
that the Master Servicer has received such Certificate Register. If the Master
Servicer fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Master Servicer.
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Notwithstanding anything to the contrary contained herein, so
long as no Certificate Insurer Default exists, the appointment of any successor
trustee pursuant to any provision of this Agreement will be subject to the prior
written consent of the Certificate Insurer.
Section 9.09 MERGER OR CONSOLIDATION OF TRUSTEE. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be eligible under the provisions of
Section 9.06, 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.
Section 9.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
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 Company
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 9.10,
such powers, duties, obligations, rights and trusts as the Company and the
Trustee may consider necessary or desirable. If the Company 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 9.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 9.08 hereof.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 9.10 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.
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 IX. 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.
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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.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC ADMINISTRATION.
(a) The Trustee shall make an election to treat the Trust Fund
(exclusive of the Interest Coverage Accounts and the Pre-Funding Accounts) 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 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
purposes of the REMIC election in respect of the Trust Fund, (i) the
Certificates (other than the Class R Certificates) shall be designated as the
"regular interests" and the Class R Certificates shall be designated as the sole
Class of "residual interest" in the REMIC. The Trustee shall not permit the
creation of any "interests" in the Trust Fund (within the meaning of Section
860G of the Code) other than the REMIC regular interests and the interests
represented by the Certificates.
(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 Trustee shall pay out of its own funds, without any
right of reimbursement, any and all expenses relating to any tax audit of the
Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect thereto that involved the
Internal Revenue Service or state tax authorities), other than the expense of
obtaining any tax related Opinion of Counsel not obtained in connection with
such an audit and other than taxes, in either case except as specified herein;
provided, however, that if such audit resulted from the negligence of the Master
Servicer or the Company, then the Master Servicer or the Company, as the case
may be, shall pay such expenses. The Trustee, as agent for the tax matters
person, shall (i) act on behalf of the Trust Fund 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 Holder of the largest
Percentage Interest in the Class R Certificates from time to time is hereby
designated as Tax Matters Person with respect to the Trust Fund and hereby
irrevocably appoints and authorizes the Trustee to act its agent to perform the
duties of the Tax Matters Person with respect to the Trust Fund. 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.
(d) The Trustee shall prepare or cause to be prepared, sign
and file all of the Tax Returns in respect of the Trust Fund created hereunder,
other than Tax Returns required to be filed by the Master Servicer pursuant to
Section 5.25. The expenses of preparing and filing such returns shall be borne
by the Trustee without any right of reimbursement therefor.
(e) The Trustee shall perform on behalf of the Trust Fund all
reporting and other tax compliance duties that are the responsibility of the
Trust Fund under the Code, REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions
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or other such compliance guidance, the Trustee 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 Disqualified Organization, (ii) to Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of the person who
will serve as the representative of the Trust Fund. In addition, the Company
shall provide or cause to be provided to the Trustee, within ten (10) days after
the Closing Date, all information or data that the Trustee reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.
(f) The Trustee shall take such action and shall cause the
Trust Fund created hereunder to take such action as shall be necessary to create
or maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee shall not take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of the Trust Fund as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee received an Opinion of
Counsel (at the expense of the party seeking to take such action but in no event
shall such Opinion of Counsel be an expense of the Trustee) to the effect that
the contemplated action will not, with respect to the Trust Fund created
hereunder, endanger such status or result in the imposition of such a tax. The
Master Servicer shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Trustee has advised it in writing that it
has received an Opinion of Counsel (which such Opinion of Counsel shall not be
an expense of the Trustee) to the effect that an Adverse REMIC Event could occur
with respect to such action. In addition, prior to taking any action with
respect to the Trust Fund or its assets, or causing the Trust Fund to take any
action which is not expressly permitted under the terms of this Agreement, the
Master Servicer will consult with the Trustee or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to the Trust Fund, and the Master Servicer shall not take any such
action or cause the Trust Fund to take any such action as to which the Trustee
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
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 permitted by this Agreement
(but in no event shall such cost be an expense of the Trustee). At all times as
may be required by the Code, the Trustee will ensure that substantially all of
the assets of the Trust Fund will consist of "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund created hereunder as defined in Section
860F(a)(2) of the Code on "net income from foreclosure property" of the Trust
Fund as defined in Section 860G(c) of the Code, on any contributions to the
Trust Fund 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
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tax laws, such tax shall be charged (i) to the Trustee pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Trustee of any
of its obligations under this Article X, (ii) to the Master Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article V or this Article X, or
otherwise (iii) against amounts on deposit in the related Certificate Account
and shall be paid by withdrawal therefrom.
(h) On or before April 15 of each calendar year, commencing
April 15, 1997, the Trustee shall deliver to the Master Servicer and each Rating
Agency a Certificate from a Responsible Officer of the Trustee stating the
Trustee's compliance with this Article X.
(i) The Master Servicer and the Trustee shall, for federal
income tax purposes, maintain books and records with respect to the Trust Fund
on a calendar year and on an accrual basis.
(j) The Trustee shall not accept any contributions of assets
to the Trust Fund unless it shall have received an Opinion of Counsel (which
such Opinion of Counsel shall not be an expense of the Trustee) to the effect
that the inclusion of such assets in the Trust Fund will not cause the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject the Trust Fund to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.
(k) Neither the Trustee nor the Master Servicer shall enter
into any arrangement by which the Trust Fund will receive a fee or other
compensation for services nor permit the Trust Fund 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.
(l) Solely for purposes of satisfying Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity
date" by which the Certificate Principal Balances of each Class of Certificates
representing a regular interest in the Trust Fund would be reduced to zero is
August 25, 2027, which is the Distribution Date thirteen months following the
latest scheduled maturity of any Group I Loan or Group II Loan, respectively.
(m) Upon filing with the Internal Revenue Service, the Trustee
shall furnish to the Holders of the Class R Certificates the Form 1066 and each
Form 1066Q and shall respond promptly to written requests made not more
frequently than quarterly by any Holder of Class R Certificates with respect to
the following matters:
(A) the original projected principal and interest cash
flows on the Closing Date on the regular and residual
interests created hereunder and on the Mortgage Loans, based
on the Prepayment Assumption;
(B) the projected remaining principal and interest cash
flows as of the end of any calendar quarter with respect to
the regular and residual interests created hereunder and the
Mortgage Loans, based on the Prepayment Assumption;
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(C) the Prepayment Assumption and any interest rate
assumptions used in determining the projected principal and
interest cash flows described above;
(D) the original issue discount (or, in the case of the
Mortgage Loans, market discount) or premium accrued or
amortized through the end of such calendar quarter with
respect to the regular or residual interests created hereunder
and with respect to the Mortgage Loans, together with each
constant yield to maturity used in computing the same;
(E) the treatment of losses realized with respect to the
Mortgage Loans or the regular interests created hereunder,
including the timing and amount of any cancellation of
indebtedness income of the REMIC with respect to such regular
interests or bad debt deductions claimed with respect to the
Mortgage Loans;
(F) the amount and timing of any non-interest expenses
of the REMIC; and
(G) any taxes (including penalties and interest) imposed
on the REMIC, including, without limitation, taxes on
"prohibited transactions," "contributions" or "net income from
foreclosure property" or state or local income or franchise
taxes.
Section 10.02 PROHIBITED TRANSACTIONS AND ACTIVITIES.
Neither the Company, the Master Servicer nor the Trustee shall
sell, dispose of or substitute for any of the Mortgage Loans, except in
connection with (i) the foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the Trust Fund pursuant to Article VIII of this Agreement, or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any
investments in the Certificate Accounts for gain, nor accept any contributions
to the Trust Fund after the Closing Date unless it has received an Opinion of
Counsel (at the expense of the party seeking to cause such sale, disposition,
substitution or acquisition but in no event shall such Opinion of Counsel be an
expense of the Trustee) that such sale, disposition, substitution or acquisition
will not (a) affect adversely the status of the Trust Fund as a REMIC or (b)
cause the Trust Fund to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.03 MASTER SERVICER AND TRUSTEE INDEMNIFICATION.
(a) The Trustee agrees to indemnify the Trust Fund, the
Company and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys' fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in this Article X.
(b) The Master Servicer agrees to indemnify the Trust Fund,
the Company and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a breach
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of the Master Servicer's covenants set forth in this Article X or in Article V
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 pursuant to Section 5.25 that contain errors or
omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 LIMITATION ON LIABILITY OF THE COMPANY AND THE
MASTER SERVICER. 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 Certificate Insurer, the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Company or the
Master Servicer (but this provision shall protect the above described persons)
against any breach of warranties or representations made herein, or against any
specific liability imposed on the Master Servicer or the Company pursuant to any
other Section hereof; and provided further that this provision shall not protect
the Company, the Master Servicer or any such person, against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind PRIMA FACIE properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified and held harmless by the Trust Fund
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 Master Servicer's servicing obligations with
respect to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or related to the Master Servicer's obligations under this Agreement,
or any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or 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 action which 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
sole discretion undertake any such action which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In the
event the Company or the Master Servicer take any action as described in the
preceding sentence, the legal expenses and costs of such action, if previously
approved in writing by the Certificate Insurer, which approval shall not be
unreasonably withheld, and any liability resulting therefrom will be expenses,
costs and liabilities of the Trust Fund, and the Master Servicer or the Company,
as the case may be, will be entitled to be reimbursed therefor out of funds in
the Collection Account.
Section 11.02 ACTS OF CERTIFICATEHOLDERS. (a) Except as
otherwise specifically provided herein, whenever Certificateholder action,
consent or approval is required under this Agreement, such action, consent or
approval shall be deemed to have been taken or given on behalf of, and shall be
binding upon, all Certificateholders if the Majority Certificateholders or the
Certificate Insurer agrees to take such action or give such consent or approval.
(b) 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
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heir 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 the parties hereto or any of them.
(c) No Certificateholder shall have any right to vote (except
as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
Section 11.03 AMENDMENT. This Agreement may be amended from
time to time by the Company, the Master Servicer and the Trustee without the
consent of any of the Certificateholders, (i) to cure any ambiguity, (ii) to
correct or supplement any provisions herein which may be defective or
inconsistent with any other provisions herein, (iii) to amend this Agreement in
any respect subject to the provisions below, or (iv) if such amendment, as
evidenced by an Opinion of Counsel (provided by the Person requesting such
amendment) delivered to the Trustee, is reasonably necessary to comply with any
requirements imposed by the Code or any successor or amendatory statute or any
temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any proposed such action which, if made effective, would apply
retroactively to the Trust Fund at least from the effective date of such
amendment; provided that such action (except any amendment described in (iv)
above) shall not, as evidenced by an Opinion of Counsel (provided by the Person
requesting such amendment) delivered to the Trustee and the Certificate Insurer,
adversely affect in any material respect the interests of any Certificateholder
(other than Certificateholders who shall consent to such amendment) or the
Certificate Insurer.
This Agreement may also be amended from time to time by the
Company, the Master Servicer and the Trustee with the consent of the Certificate
Insurer and the Majority Certificateholders for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in (i), without the consent of the Majority
Certificateholders or (iii) reduce the aforesaid percentage of Certificates the
Holders of which are required to consent to any such amendment, without the
consent of the Certificate Insurer and the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.03,
Certificates registered in the name of the Company or the Master Servicer or any
affiliate thereof shall be entitled to voting rights with respect to matters
described in (i), (ii) and (iii) of this paragraph.
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
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Counsel (provided by the Person requesting such amendment) to the effect that
such amendment will not result in the imposition of any tax on the Trust Fund
pursuant to the REMIC Provisions or cause the Trust Fund to fail to qualify as a
REMIC at any time that any of the Certificates are outstanding. Any such
Amendment pursuant to the first paragraph of this Section 11.03 shall not be
deemed to adversely affect in any material respect the interests of any
Certificateholder if such change is required by the Certificate Insurer, so long
as no Certificate Insurer Default exists, and the Master Servicer receives
written confirmation from each Rating Agency that such amendment will not cause
such Rating Agency to reduce the then current rating or any shadow rating of the
affected Certificates.
Promptly after the execution of any such amendment the Trustee
shall furnish a statement describing the amendment to each Certificateholder,
the Certificate Insurer, S&P and Moody's.
It shall not be necessary for the consent of
Certificateholders under this Section 11.03 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.
Prior to executing any amendment pursuant to this Section, the
Trustee shall be entitled to receive an Opinion of Counsel (provided by the
Person requesting such amendment) to the effect that such amendment is
authorized or permitted by this Agreement. The cost of an Opinion of Counsel
delivered pursuant to this Section 11.03 shall be an expense of the party
requesting such amendment, but in any case shall not be an expense of the
Trustee.
The Trustee may, but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.
Section 11.04 RECORDATION OF AGREEMENT. To the extent
permitted by applicable law, this Agreement, or a memorandum thereof if
permitted under applicable law, is subject to recordation in all appropriate
public offices for real property records in all of 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 at the
Certificateholders' expense on direction and at the expense of Majority
Certificateholders requesting such recordation, but only when accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders or is necessary for
the administration or servicing of the Mortgage Loans.
Section 11.05 NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered to (i) in the case of the Master Servicer, Advanta Mortgage Corp. USA,
16875 West Bernardo Drive, San Diego, California 92127, Attention: Senior Vice
President Loan Servicing, (ii) in the case of the Southern Pacific Funding
Corporation, Southern Pacific Funding Corporation, 6800 Indiana Avenue,
Riverside, California 92500, Attention: Mr. Barney Guy, (iii) in the case of the
Trustee, Bankers Trust Company of California, N.A., 3 Park Plaza, 16th Floor,
Irvine, California, 92714, Attention: Southern Pacific Secured Assets Corp.,
Mortgage Pass-Through
111
<PAGE>
Certificates, Series 1996-2, (iv) in the case of the Certificateholders, as set
forth in the Certificate Register, (v) in the case of Moody's, Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007 Attention: Home Equity
Monitoring Group, (vi) in the case of S&P, Standard & Poor's Ratings Services,
26 Broadway, New York, New York 10004 Attention: Residential Mortgage
Surveillance Group, (vii) in the case of DCR, Duff & Phelps Credit Rating Co.,
55 East Monroe Street, 35th Floor, Chicago, Illinois 60603, Attention: MBS
Monitoring, (viii) in the case of the Certificate Insurer, MBIA Insurance
Corporation, 113 King Street, Armonk, New York 10504, Attention: Insured
Portfolio Management--SF, (ix) in the case of the Underwriter, Lehman Brothers,
Inc., Three World Financial Center, 12th Floor, New York, New York 10285,
Attention: Samir A. Tabet and (x) in the case of the Company, Southern Pacific
Secured Assets Corp., One Centerpointe Drive, Suite 500, Lake Oswego, Oregon
97035, Attention: Mr. Barney Guy. Any such notices shall be deemed to be
effective with respect to any party hereto upon the receipt of such notice by
such party, except that notices to the Certificateholders shall be effective
upon mailing or personal delivery.
Section 11.06 SEVERABILITY OF PROVISIONS. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be
held invalid for any reason whatsoever, 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 covenants, agreements, provisions or
terms of this Agreement or of the Certificates or the rights of the Holders
thereof.
Section 11.07 COUNTERPARTS. This Agreement 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
agreement.
Section 11.08 SUCCESSORS AND ASSIGNS. This Agreement shall
inure to the benefit of and be binding upon the Master Servicer, the Company,
the Trustee and the Certificateholders and their respective successors and
permitted assigns.
Section 11.09 HEADINGS. The headings of the various articles
and sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be part of this Agreement.
Section 11.10 THE CERTIFICATE INSURER DEFAULT. Any right
conferred to the Certificate Insurer shall be suspended during any period in
which a Certificate Insurer Default exists. At such time as the Certificates are
no longer outstanding hereunder, and no amounts owed to the Certificate Insurer
hereunder remain unpaid, the Certificate Insurer's rights hereunder shall
terminate.
Section 11.11 THIRD PARTY BENEFICIARY. The parties agree that
each of the Seller and the Certificate Insurer are intended and shall have all
rights of a third-party beneficiary of this Agreement.
Section 11.12 INTENT OF THE PARTIES. It is the intent of the
Company and Certificateholders that, for federal income taxes, state and local
income or franchise taxes and other taxes imposed on or measured by income, the
Certificates will be treated as evidencing
112
<PAGE>
beneficial ownership interests in a REMIC. The parties to this Agreement and the
holder of each Certificate, by acceptance of its Certificate, and each
beneficial owner thereof, agree to treat, and to take no action inconsistent
with the treatment of, the Certificates in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and
franchise taxes and other taxes imposed on or measured by income.
Section 11.13 NOTICE TO RATING AGENCIES AND CERTIFICATEHOLDER.
The Trustee shall use its best efforts to promptly provide
notice to the Rating Agencies and the Certificate Insurer with respect to each
of the following of which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been
cured;
3. The resignation or termination of the Master Servicer or
the Trustee;
4. The repurchase of Mortgage Loans pursuant to Section 3.03;
5. The final payment to Certificateholders; and
6. Any change in the location of the Collection Account or
the Certificate Accounts.
In addition, the Trustee shall promptly furnish to the Rating
Agencies copies of the following:
1. Each report to Certificateholders described in Section
6.07; and
2. Each annual independent public accountants' servicing
report described in Section 5.17.
Any such notice pursuant to this Section 11.13 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service
(except in the case of notice to the Certificate Insurer which notice shall be
given in accordance with Section 11.05 hereof).
Section 11.14 GOVERNING LAW. (a) THIS AGREEMENT AND THE
CERTIFICATES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW
YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
113
<PAGE>
IN WITNESS WHEREOF, the Master Servicer, the Trustee and the
Company have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
SOUTHERN PACIFIC SECURED ASSETS
CORP., as Company
By:_________________________________________
Name: Bernard Guy
Title: President
ADVANTA MORTGAGE CORP. USA as
Master Servicer
By:_________________________________________
Name:
Title:
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By:_________________________________________
Name: Michelle Lambott
Title: Assistant Vice President
<PAGE>
State of California )
) ss.:
County of __________ )
On the ____ day of May, 1996 before me, a Notary Public in and
for the State of California, personally appeared ____________________, known to
me to be a ___________________ of Advanta Mortgage Corp. USA, the corporation
that executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_________________________
Notary Public
My Commission expires _____________
[Notary Page]
<PAGE>
State of New York )
) ss.:
County of New York )
On the ____ day of May, 1996 before me, a Notary Public in and for the
State of New York, personally appeared _____________________, known to me to be
Trust Officer of Bankers Trust Company of California, N.A., the corporation that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
_________________________
Notary Public
My Commission expires _____________
<PAGE>
State of )
) ss.:
County of )
On the __the day of May, 1996, before me, a Notary Public in and for
the State of ________, personally appeared Barney Guy, known to me to be of
Southern Pacific Secured Assets Corp., the corporation that executed the within
instrument and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunder to set my hand and affixed my
official seal the day and year in this certificate first above written.
_________________________
Notary Public
My Commission expires _____________
<PAGE>
EXHIBIT A-1
Group I Certificate Insurance Policy
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: $75,000,000 POLICY NUMBER 21262
Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 1996-2
Class A- 1 Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any Owner that an amount equal to each full and complete Group I
Insured Payment will be received by Bankers Trust Company of California, N.A.,
or its successor, as trustee for the Owners (the "Trustee"), on behalf of the
Owners from the Insurer, for distribution by the Trustee to each Owner of each
Owner's proportionate share of such Group I Insured Payment. The Insurer's
obligations hereunder with respect to a particular Group I Insured Payment shall
be discharged to the extent funds equal to the applicable Group I Insured
Payment are received by the Trustee, whether or not such funds are properly
applied by the Trustee. Group I Insured Payments shall be made only at the time
set forth in this Policy, and no accelerated Group I Insured Payments shall be
made regardless of any acceleration of the Obligations, unless such acceleration
is at the sole option of the Insurer.
Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust Fund, the REMIC
or the Trustee for withholding taxes, if any (including interest and penalties
in respect of any such liability).
The Insurer will pay any Group I Insured Payment that is a Group I
Preference Amount on the Business Day following receipt on a Business Day by the
Fiscal Agent (as described below) of (i) a certified copy of the order requiring
the return of the related preference payment, (ii) an opinion of counsel
satisfactory to the Insurer that such order is final and not subject to appeal
(iii) an assignment in such form as is reasonably required by the Insurer,
irrevocably assigning to the Insurer all rights and claims of the Owner relating
to or arising under the Obligations against the debtor which made such
preference payment or otherwise with respect to such preference payment and (iv)
appropriate instruments to effect the appointment of the Insurer as agent for
such Owner in any legal proceeding related to such preference payment, such
instruments being in a form satisfactory to the Insurer, provided that if such
documents are received after 12:00 noon New York City time on such Business Day,
they will be deemed to be received on the following Business Day. Such payments
shall be disbursed to the receiver or trustee in bankruptcy named in the final
order of the court exercising jurisdiction on behalf of the Owner and not to any
Owner directly unless such Owner has returned principal or interest paid on the
Obligations to such receiver or trustee in bankruptcy, in which case such
payment shall be disbursed to such Owner.
<PAGE>
The Insurer will pay any other amount payable hereunder no later than
12:00 noon, New York City time, on the later of (i) the Distribution Date on
which the Group I Insured Payment is due or (ii) the Business Day following
receipt in New York, New York on a Business Day by State Street Bank and Trust
Company, N.A., as Fiscal Agent for the Insurer or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent") of a Notice (as described below),
provided that, if such Notice is received after 12:00 noon, New York City time,
on such Business Day, it will be deemed to be received on the following Business
Day. If any such Notice received by the Fiscal Agent is not in proper form or is
otherwise insufficient for the purpose of making claim hereunder it shall be
deemed not to have been received by the Fiscal Agent for purposes of this
paragraph, and the Insurer or the Fiscal Agent, as the case may be, shall
promptly so advise the Trustee and the Trustee may submit an amended Notice.
Group I Insured Payments due hereunder unless otherwise stated herein
will be disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by
wire transfer of immediately available funds in the amount of the Group I
Insured Payment less, in respect of Group I Insured Payments related to Group I
Preference Amounts, any amount held by the Trustee for the payment of such Group
I insured Payment and legally available therefor.
The Fiscal Agent is the agent of the Insurer only and the Fiscal Agent
shall in no event be able to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit or cause to be deposited, sufficient funds to
make payments due under this Policy.
As used herein, the following terms shall have the following meanings:
"AGREEMENT" means the Pooling and Servicing Agreement dated as of May
8, 1996 by and among Southern Pacific Secured Assets Corp., as Company, Advanta
Mortgage Corp. USA, as Master Servicer, and Trustee, as trustee, without regard
to any amendment or supplement thereto.
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in New York City or in the city in which the
corporate trust office of the Trustee under the Agreement is located are
authorized or obligated by law or executive order to close.
"GROUP I INSURED PAYMENT" means, (i) on each Distribution Date, an
amount equal to (a) the Group I Class A Interest Distribution Amount minus Group
I Available Funds and (b) the Group I Subordination Deficit (to the extent not
covered by Cross-Collateralization Payments (as defined in the Prospectus
Supplement)) and (ii) the unpaid Group I Preference Amount.
"GROUP I PREFERENCE AMOUNT" means any amount previously distributed to
an Owner on the Obligations that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a
full nonappealable order of a court having competent jurisdiction.
"NOTICE" means the telephonic or telegraphic notice, promptly confirmed
in writing by telecopy substantially in the form of Exhibit A attached hereto,
the original of which is
<PAGE>
subsequently delivered by registered or certified mail, from the Trustee
specifying the Group I Insured Payment which shall be due and owing on the
applicable Distribution Date.
"ORIGINATORS" means Southern Pacific Funding Corporation and Oceanmark
Bank, FSB.
"OWNER" means each Holder of a Class A-1 Certificate (as defined in the
Agreement) who, on the applicable Distribution Date, is entitled under the terms
of the Class A-1 Certificates to payment thereunder.
"PROSPECTUS SUPPLEMENT" means the form of final Prospectus Supplement
dated May 28, 1996.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Agreement as of the date of
execution of this Policy, without giving effect to any subsequent amendment or
modification to the Agreement unless such amendment or modification has been
approved in writing by the Insurer.
Any notice hereunder or service of process on the Fiscal Agent of the
Insurer may be made at the address listed below for the Fiscal Agent of the
Insurer or such other address as the Insurer shall specify in writing to the
Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.
This Policy is being issued under and pursuant to, and shall be
construed under, the laws of the State of New York, without giving effect to the
conflict of laws principles thereof
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this
Policy is not refundable for any reason including payment, or provision being
made for payment, prior to maturity of the Obligations.
<PAGE>
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed
and attested this 31st day of May, 1996.
MBIA INSURANCE CORPORATION
-----------------------------
President
Attest: -----------------------------
Assistant Secretary
<PAGE>
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER: 21262
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 21262
State Street Bank and Trust Company, N.A.,
as Fiscal Agent for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of , as trustee (the
"Trustee"), hereby certifies to State Street Bank and Trust Company, N.A. (the
"Fiscal Agent") and MBIA Insurance Corporation (the "Insurer"), with reference
to Certificate Guaranty Insurance Policy Number 21262 (the "Policy") issued by
the Insurer in respect of the Southern Pacific Secured Assets Corp. Mortgage
Pass-Through Certificates, Series 1996-2 Class A Certificates (the
"Obligations"), that:
(i) the Trustee is the trustee under the Pooling and
Servicing Agreement dated as of May 8, 1996 by and among Southern
Pacific Secured Assets Corp., as Company, Advanta Mortgage Corp. USA,
as Master Servicer, and the Trustee, as trustee for the Owners (the
"Agreement");
(ii) the Group I Insured Distribution Amount
for the Distribution Date occurring on ______ (the "Applicable
Distribution Date") is $___;
(iii) the Group I Available Funds available under the
Agreement to pay the Group I Insured Distribution Amount for the
Applicable Distribution Date (the "Group I Available Distribution
Amount") is $ ;
(iv) the amount by which the Group I Insured
Distribution Amount exceeds the Group I Available Distribution Amount
is $___ (the "Group I Deficiency Amount");
(v) the amount of the Group I Preference Amount due and
owing under the policy is $___ (the "Group I Preference Amount");
<PAGE>
(vi) the sum of the Group 1 Deficiency Amount and the
Group I Preference Amount is $ (the " Group I Insured Payment");
(vii) the Trustee is making a claim under and pursuant to
the terms of the Policy for the payment of the Group I Insured
Payment; and (viii) the Trustee directs that payment of the Group I
Insured Payment be made to the following account by bank wire transfer
of federal or other immediately available funds in accordance with the
terms of the Policy:___________ [Certificate Account].
Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Policy.
ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE
COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME, AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the day of ,
[TRUSTEE]
By
Title
<PAGE>
EXHIBIT A-2
Group II Certificate Insurance Policy
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: $95,000,000 POLICY NUMBER 21263
Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 1996-2
Class A-2, A-3, A-4, A-5 and A-6 Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any Owner that an amount equal to each full and complete Group II
Insured Payment will be received by Bankers Trust Company of California, N.A.,
or its successor, as trustee for the Owners (the "Trustee"), on behalf of the
Owners from the Insurer, for distribution by the Trustee to each Owner of each
Owner's proportionate share of such Group II Insured Payment. The Insurer's
obligations hereunder with respect to a particular Group II Insured Payment
shall be discharged to the extent funds equal to the applicable Group II Insured
Payment are received by the Trustee, whether or not such funds are properly
applied by the Trustee. Group II Insured Payments shall be made only at the time
set forth in this Policy, and no accelerated Group II Insured Payments shall be
made regardless of any acceleration of the Obligations, unless such acceleration
is at the sole option of the Insurer.
Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust Fund, the REMIC
or the Trustee for withholding taxes, if any (including interest and penalties
in respect of any such liability).
The Insurer will pay any Group II Insured Payment that is a Group II
Preference Amount on the Business Day following receipt on a Business Day by the
Fiscal Agent (as described below) of (i) a certified copy of the order requiring
the return of the related preference payment, (ii) an opinion of counsel
satisfactory to the Insurer that such order is final and not subject to appeal,
(iii) an assignment in such form as is reasonably required by the Insurer,
irrevocably assigning to the Insurer all rights and claims of the Owner relating
to or arising under the Obligations against the debtor which made such
preference payment or otherwise with respect to such preference payment and (iv)
appropriate instruments to effect the appointment of the Insurer as agent for
such Owner in any legal proceeding related to such preference payment, such
instruments being in a form satisfactory to the Insurer, provided that if such
documents are received after 12:00 noon New York City time on such Business Day,
they will be deemed to be received on the following Business Day. Such payments
shall be disbursed to the receiver or trustee in bankruptcy named in the final
order of the court exercising jurisdiction on behalf of the Owner and not to any
Owner directly unless such Owner has returned principal or interest paid on the
Obligations to such receiver or trustee in bankruptcy, in which case such
payment shall be disbursed to such Owner.
<PAGE>
The Insurer will pay any other amount payable hereunder no later than
12:00 noon, New York City time, on the later of (i) the Distribution Date on
which the Group II Insured Payment is due or (ii) the Business Day following
receipt in New York, New York on a Business Day by State Street Bank and Trust
Company, N.A., as Fiscal Agent for the Insurer or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent") of a Notice (as described below),
provided that, if such Notice is received after 12:00 noon, New York City time,
on such Business Day, it will be deemed to be received on the following Business
Day. If any such Notice received by the Fiscal Agent is not in proper form or is
otherwise insufficient for the purpose of making claim hereunder it shall be
deemed not to have been received by the Fiscal Agent for purposes of this
paragraph, and the Insurer or the Fiscal Agent, as the case may be, shall
promptly so advise the Trustee and the Trustee may submit an amended Notice.
Group II Insured Payments due hereunder unless otherwise stated herein
will be disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by
wire transfer of immediately available funds in the amount of the Group II
Insured Payment less, in respect of Group II Insured Payments related to Group
II Preference Amounts, any amount held by the Trustee for the payment of such
Group II Insured Payment and legally available therefor.
The Fiscal Agent is the agent of the Insurer only and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit or cause to be deposited, sufficient funds to
make payments due under this Policy.
As used herein, the following terms shall have the following meanings:
"AGREEMENT" means the Pooling and Servicing Agreement dated as of May
8, 1996 by and among Southern Pacific Secured Assets Corp., as Company, Advanta
Mortgage Corp. USA as Master Servicer, and Trustee, as trustee, without regard
to any amendment or supplement thereto.
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in New York City or in the city in which the
corporate trust office of the Trustee under the Agreement is located are
authorized or obligated by law or executive order to close.
"GROUP II INSURED PAYMENT" means, (i) on each Distribution Date, an
amount equal to (a) the Group II Class A Interest Distribution Amount minus
Group II Available Funds and (b) the Group II Subordination Deficit (to the
extent not covered by Cross-Collateralization Payments (as defined in the
Prospectus Supplement)) and (ii) the unpaid Group II Preference Amount.
"GROUP II PREFERENCE AMOUNT" means any amount previously distributed to
an Owner on the obligations that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a
final nonappealable order of a court having competent jurisdiction.
<PAGE>
"NOTICE" means the telephonic or telegraphic notice, promptly confirmed
in writing by telecopy substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified mail,
from the Trustee specifying the Group II Insured Payment which shall be due and
owing on the applicable Distribution Date.
"ORIGINATORS" means Southern Pacific Funding Corporation and Oceanmark
Bank, FSB.
"OWNER" means each Holder of a Class A-2, A-3, A-4, A-5 or A-6
Certificate (as defined in the Agreement) who, on the applicable Distribution
Date, is entitled under the terms of the Class A-2, A-3, A-4, A-5 or A-6
Certificates to payment thereunder.
"PROSPECTUS SUPPLEMENT" means the form of final Prospectus Supplement
dated May 28, 1996.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Agreement as of the date of
execution of this Policy, without giving effect to any subsequent amendment or
modification to the Agreement unless such amendment or modification has been
approved in writing by the Insurer.
Any notice hereunder or service of process on the Fiscal Agent of the
Insurer may be made at the address listed below for the Fiscal Agent of the
Insurer or such other address as the Insurer shall specify in writing to the
Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.
This Policy is being issued under and pursuant to, and shall be
construed under, the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this
Policy is not refundable for any reason including payment, or provision being
made for payment, prior to maturity of the Obligations.
<PAGE>
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed
and attested this 31st day of May, 1996.
MBIA INSURANCE CORPORATION
--------------------------------
President
Attest: --------------------------------
Assistant Secretary
<PAGE>
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER: 21263
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 21263
State Street Bank and Trust Company, N.A.,
as Fiscal Agent for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of , as trustee (the
"Trustee"), hereby certifies to State Street Bank and Trust Company, N.A. (the
"Fiscal Agent") and MBIA Insurance Corporation (the "Insurer"), with reference
to Certificate Guaranty Insurance Policy Number 21263 (the "Policy") issued by
the Insurer in respect of the Southern Pacific Secured Assets Corp. Mortgage
Pass-Through Certificates, Series 1996-2, Class A Certificates (the
"Obligations"), that:
(i) the Trustee is the trustee under the Pooling and
Servicing Agreement dated as of May 8, 1996 by and among Southern
Pacific Secured Assets Corp., as Company, Advanta Mortgage Corp. USA as
Master Servicer, and the Trustee, as trustee for the Owners (the
"Agreement");
(ii) the Group II Insured Distribution Amount for the
Distribution Date occurring on (the "Applicable Distribution Date")
is $ ;
(iii) the Group II Available Funds available under the
Agreement to pay the Group II Insured Distribution Amount for the
Applicable Distribution Date (the "Group II Available Distribution
Amount") is $ ;
(iv) the amount by which the Group II Insured
Distribution Amount exceeds the Group II Available Distribution Amount
is $ (the "Group II Deficiency Amount");
(v) the amount of the Group II Preference Amount due
and owing under the policy is $ (the " Group II Preference Amount");
<PAGE>
(vi) the sum of the Group II Deficiency Amount and the
Group II Preference Amount is $___ (the " Group II Insured Payment");
(vii) the Trustee is making a claim under and pursuant
to the terms of the Policy for the payment of the Group II Insured
Payment; and
(viii) the Trustee directs that payment of the Group II
Insured Payment be made to the following account by bank wire transfer
of federal or other immediately available funds in accordance with the
terms of the Policy:[Certificate Account].
Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Policy.
ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE
COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME, AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the day of , .
[TRUSTEE]
By
Title
<PAGE>
EXHIBIT B-1
FORM OF CLASS [A-1][A-2][A-3][A-4][A-5][A-6][I S][II S] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE [GROUP I][GROUP II]
CLASS A CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]
[THIS CLASS [I S][II S] CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]
[UNTIL THE BALANCE IN THE [GROUP I][GROUP II] PRE-FUNDING ACCOUNT HAS BEEN
REDUCED TO ZERO,][NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE
OR PERSON USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION
(INCLUDING ANY INSURANCE COMPANY UNDER THE CIRCUMSTANCES DESCRIBED IN THE
AGREEMENT), UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL (OR
CERTIFICATION OF FACTS UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
AGREEMENT) SATISFACTORY TO THE COMPANY AND THE TRUSTEE OR THE CERTIFICATE
REGISTRAR THAT SUCH DISPOSITION WILL NOT VIOLATE THE PROHIBITIVE TRANSACTION
PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE. BY ITS
ACCEPTANCE OF A CERTIFICATE, EACH CERTIFICATEHOLDER WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING LIMITATION.]
[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. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF
PREPAYMENT, USED SOLELY FOR THE PURPOSES OF APPLYING THE OID RULES TO THE
CERTIFICATES, EQUAL TO A CONSTANT PREPAYMENT RATE OF ____% PER ANNUM (THE
"PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN
$______________ OF OID PER $__________ OF [CERTIFICATE PRINCIPAL BALANCE]
[INITIAL NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ______% AND THE AMOUNT OF
OID
<PAGE>
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_________ PER
$___________ OF [INITIAL NOTIONAL AMOUNT] [CERTIFICATE PRINCIPAL BALANCE],
COMPUTED USING THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE.]
<TABLE>
<CAPTION>
<S> <C>
Certificate No. _ [Adjustable] [Fixed] Pass-Through Rate
Class [A-1][A-2][A-3][A-4][A-5][A-6]
[I S][II S] ____% Initial Pass-Through Rate
[Senior][Subordinate]
Date of Pooling and Servicing Aggregate [Notional] [Original Certificate Principal
Agreement: Balance] of the Class [A-1][A-2][A-3][A-4][A-5][A-
6][I May 8, 1996 S-1][I S-2][II S-1][II S-2] Certificates:
$----------
First Distribution Date: Initial [Notional Amount][Certificate Principal
June 25, 1996 Balance] of this Certificate:
$-----------------
Master Servicer: Percentage Interest: 100%
Advanta Mortgage Corp. USA
Assumed Final Distribution Date: CUSIP:
August 25, 2027
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2
evidencing a percentage interest in the distributions allocable to the
Class [A- 1][A-2][A-3][A-4][A-5][A-6][I S][II S] Certificates with
respect to a Trust Fund consisting primarily of a pool of conventional
one- to four-family [adjustablerate][fixed rate] [first lien][second
lien] residential mortgage loans sold by SOUTHERN PACIFIC SECURED
ASSETS CORP.
This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain
distributions with respect to a Trust Fund consisting primarily of a pool of
conventional one- to four-family [adjustable-rate][fixed rate] [first
lien][second lien] mortgage loans (the "Mortgage Loans"), sold by Southern
Pacific Secured Assets Corp. (the "Company"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master Servicer and Bankers Trust Company of
California, N.A., 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.
<PAGE>
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.
This Certificate is payable solely from the assets of the
Trust Fund [and the [Group I][Group II] Certificate Insurance Policy (as defined
below)] and does not represent an obligation of or interest in the Company, the
Master Servicer, the Trustee referred to below 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 the Company, the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master Servicer, 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.
[MBIA Insurance Corporation (the "Certificate Insurer") has
issued a certificate insurance policy (the "[Group I][Group II] Certificate
Insurance Policy") with respect to the Class A-_ Certificates, a copy of which
is attached to the Agreement.]
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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date"),
from the [Group I][Group II] Available Funds and 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-1][A-2][A-3][A-4][A-5][A-6][I S][II S] Certificates on such
Distribution Date.
All distributions on this Certificate will be made or caused
to be made by the Trustee in immediately available funds either (i) by check
mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register or (ii) by wire transfer to the account
of any Person entitled thereto if such Person shall have so notified the Trustee
and such Certificateholder is the registered holder of Class
[A-1][A-2][A-3][A-4][A- 5][A-6][I S][II S] Certificates the aggregate
[Certificate Principal Balance] [Notional Amount] of which is not less than
$5,000,000.
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. The initial [Certificate
Principal Balance] [Notional Amount] of this Certificate is set forth above. The
[Certificate Principal Balance] [Notional Amount] hereof will be reduced by of
distributions of the Class [A-1][A-2][A-3][A-4][A-5][A-6][I S][II S] Principal
Distribution Amount.
This Certificate is one of a duly authorized issue of
Certificates issued in __________ 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 that 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 Collection
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Certificate Insurer and
the Majority Certificateholders. 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
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.
[No transfer of this Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933
<PAGE>
Act"), and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such
registration or qualification. In the event that a transfer is to be made
without such registration or qualification, (a) the Trustee shall require that
the Certificateholder desiring to effect the transfer and such
Certificateholder's prospective transferee each certify to the Trustee in
writing the facts surrounding the transfer and (b) in the event that the
transfer is not being made pursuant to Rule 144A under the 1933 Act, the Company
may direct the Trustee to require an Opinion of Counsel satisfactory to the
Company and the Trustee that such transfer may be made without such registration
or qualification, which Opinion of Counsel shall not be an expense of the
Company, the Trustee or the Master Servicer. Neither the Company nor the Trustee
is obligated to register or qualify any of the Certificates under the 1933 Act
or any other securities law or to take any action not otherwise required under
the Agreement to permit the transfer of such Certificates without registration
or qualification. Any such Certificateholder desiring to effect such transfer
shall indemnify the Company, the Trustee and the Master Servicer 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.]
[Until the balance in the [Group I][Group II] Pre-Funding
Account has been reduced to zero,][No transfer of any Class
[A-1][A-2][A-3][A-4][A-5][A-6][I S][II S] Certificate shall be made to any
employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities and Keogh plans, that is subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") (any of
the foregoing, a "Plan") to any Person acting on behalf of a Plan, or to any
other Person who is using "plan assets" to effect such acquisition (including
any insurance company using funds in its general or separate accounts that may
constitute "plan assets"), unless the prospective transferee of a
Certificateholder desiring to transfer its Certificates provides to the Trustee
or the Certificate Registrar an Opinion of Counsel (or, in the limited
circumstances described in the Agreement, a certification of facts) which
establishes to the satisfaction of the Company and the Trustee or the
Certificate Registrar that such disposition will not violate the prohibited
transaction provisions of Section 406 of ERISA and Section 4975 of the Code.]
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the holder of a 50.01%
or greater Percentage Interest of the Class R Certificates or the Master
Servicer (and the Certificate Insurer, if the initial Master Servicer is
terminated) from the Trust Fund of all remaining Mortgage Loans,
<PAGE>
thereby effecting early retirement of the Class [A-1][A-2][A-3][A-4][A-5][A-6][I
S][II S] Certificates. The Agreement permits, but does not require, such Class R
Certificateholder, the Master Servicer or the Certificate Insurer, as
applicable, to purchase at a price determined as provided in the Agreement all
remaining Mortgage Loans; provided, that any such option may only be exercised
if the Pool Principal Balance as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than 10% (or 5% with
respect to the Master Servicer or Certificate Insurer) of the Original Pool
Principal Balance (net of any excess of the Original Pre-Funded Amounts over the
aggregate of the Principal Balances of the Subsequent Mortgage Loans as of their
respective Subsequent Cut-off Dates).
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 31, 1996 BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee
By:
---------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-1][A-2][A-3][A-4][A-5][A-6][I
S][II S] Certificates referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., 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, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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-2
FORM OF CLASS [R] CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE, UNLESS THE
TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER,
THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF
OF OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION AND WILL NOT
SUBJECT THE 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 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), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (C) 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), (D)
RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF
THE CODE AND (E) ANY OTHER PERSON SO DESIGNATED BY THE TRUSTEE BASED UPON AN
OPINION OF COUNSEL THAT THE HOLDING OF AN OWNERSHIP INTEREST IN A CLASS [R]
CERTIFICATE BY SUCH PERSON MAY CAUSE THE TRUST FUND OR ANY PERSON HAVING AN
OWNERSHIP INTEREST IN ANY CLASS OF CERTIFICATES (OTHER THAN SUCH PERSON) TO
INCUR A LIABILITY FOR ANY FEDERAL TAX IMPOSED UNDER THE CODE THAT WOULD NOT
OTHERWISE BE IMPOSED BUT FOR THE TRANSFER OF AN OWNERSHIP INTEREST IN A CLASS
[R] CERTIFICATE TO
B-2-1
<PAGE>
SUCH PERSON (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C),
(D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR 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. THE TERMS "UNITED STATES," "STATE" AND "INTERNATIONAL
ORGANIZATION" SHALL HAVE THE MEANINGS SET FORTH IN SECTION 7701 OF THE CODE OR
SUCCESSOR PROVISIONS. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
THIS CLASS [R] CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933 (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
B-2-2
<PAGE>
Certificate No. R-_
Class [R] Original Pool Principal Balance:
Subordinate $________________
Date of Pooling and Servicing
Agreement:
May 8, 1996
First Distribution Date:
June 25, 1996
Master Servicer: Percentage Interest: ___%
Advanta Mortgage Corp. USA
Assumed Final Distribution Date:
August 25, 2027
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-2
evidencing a percentage interest in any distributions allocable to the
Class [R] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family
[adjustable-rate][fixed rate] [first lien][second lien] residential
mortgage loans sold by SOUTHERN PACIFIC SECURED ASSETS CORP.
This certifies that ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family [adjustable-rate][fixed rate] [first
lien][second lien] residential mortgage loans (the "Mortgage Loans"), sold by
Southern Pacific Secured Assets Corp. (the "Company"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and Bankers Trust
Company of California, N.A., 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.
This Certificate is payable solely from the assets of the
Trust Fund and does not represent an obligation of or interest in the Company,
the Master Servicer, the Trustee referred to below 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 the Company, the
Master Servicer, the Trustee or any of their affiliates. None of the Company,
the Master
B-2-3
<PAGE>
Servicer, 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.
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 Business Day immediately
preceding the month of such Distribution Date (the "Record Date"), from the
Available Funds in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class [R] Certificates on such
Distribution Date.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
No transfer of any Class [R] Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
1933 Act and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such
registration or qualification. In the event that a transfer is to be made
without such registration or qualification, (a) the Trustee and the Company
shall require the transferee to execute an investment letter, which investment
letter shall not be an expense of the Company, the Master Servicer or the
Trustee and (b) in the event that such a transfer is not made pursuant to Rule
144A under the Act, the Trustee shall require an Opinion of Counsel satisfactory
to the Trustee and the Company that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Company, the Trustee or the Master Servicer. Neither the Company nor the
Trustee is obligated to register or qualify any of the Class [R] Certificates
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Company and the Master Servicer 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.
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. The
B-2-4
<PAGE>
Percentage Interest this Certificate is set forth above. Notwithstanding the
fact this Certificate has no Certificate Principal Balance, this Certificate
will remain outstanding under the Agreement and the Holder hereof may have
additional obligations with respect to this Certificate, including tax
liabilities, and may be entitled to certain additional distributions hereon, in
accordance with the terms and provisions of the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in two 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 that 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 Collection
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Certificate Insurer and
the Majority Certificateholders. 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
B-2-5
<PAGE>
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same Class and
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the holder of a 50.01%
or greater Percentage Interest of the Class R Certificates or the Master
Servicer (and the Certificate Insurer, if the initial Master Servicer is
terminated) from the Trust Fund of all remaining Mortgage Loans, thereby
effecting early retirement of the Class R Certificates. The Agreement permits,
but does not require, such Class R Certificateholder, the Master Servicer or the
Certificate Insurer, as applicable, to purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans; provided, that any such
option may only be exercised if the Pool Principal Balance as of the
Distribution Date upon which the proceeds of any such purchase are distributed
is less than 10% (or 5% with respect to the Master Servicer or Certificate
Insurer) of the Original Pool Principal Balance.
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.
B-2-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: May 31, 1996 BANKERS TRUST COMPANY OF CALIFORNIA,
N.A. as Trustee
By:
--------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R] Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A. 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, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to % evidenced by the within Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
Mortgage File
With respect to each Group I Loan and Group II Loan, the Mortgage File
shall include each of the following items (copies to the extent the originals
have been delivered to the Trustee pursuant to Section 2.03 of the Agreement),
all of which shall be available for inspection by the Certificateholders, to the
extent required by applicable laws:
a. The original Mortgage Note bearing all intervening
endorsements showing a complete chain of endorsement, from the
originator of such Mortgage Loan to the Seller, endorsed by
the Seller without recourse in blank and signed in the name of
the Seller by an authorized officer;
b. The original Mortgage and any related power of attorney with
evidence of recording thereon;
c. An original assignment of the original Mortgage, in suitable
form for recordation in the jurisdiction in which the
Mortgaged Property is located, such assignment to be in blank
and signed in the name of the Seller by an authorized officer;
d. The original of all intervening assignments of the Mortgage
showing a complete chain of assignments from the originator of
such Mortgage Loan to the Seller with evidence of recording
indicated thereon;
e. Any assumption, modification (with evidence of recording
thereon), consolidation or extension agreements; and
f. The original policy of title insurance (or a commitment for
title insurance is being held by the title insurance company
pending recordation of the Mortgage) and the certificate of
primary mortgage guaranty insurance, if any, issued with
respect to the Mortgage Loan.
C-1
<PAGE>
EXHIBITS D-1 & D-2
Mortgage Loan Schedule
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
100600452 ODA ...... 930 KAHEKA STREET HONOLULU HI 96814 OO R CONDO 360
100600460 ADAMS .... 7808 STATE LINE ROAD PRAIRIE VILLAGE KS 66208 OO R SFR 360
100600466 PETERSON . 2066 THERESA STREET MENDOTA HEIGHTS MN 55120 OO R SFR 360
100600488 TORTORELLA 25942 WEST HEART-O-LAKES BOULEVARD ANTIOCH IL 60002 OO P SFR 360
100600492 MILLER ... 16580 255TH AVENUE SPIRIT LAKE IA 51360 OO R SFR 360
100600503 HAYDEN ... 8959 NORTH VAN HOUTEN AVENUE PORTLAND OR 97203 NOO R SFR 360
100600529 FORCELLEDO 9255 DOHENY ROAD WEST HOLLYWOOD CA 90069 OO P CONDO 360
100600550 GUZMAN ... 2324 NORTH GREENBAY ROAD WAUKEGAN IL 60085 OO R SFR 360
103200487 WINTERS .. 12162 EAST KENTUCKY AVENUE AURORA CO 80012 OO R SFR 120
103200491 MANRIQUEZ 168 DAY STREET NIPOMO CA 93444 OO R SFR 180
103200500 DEFOREST . 10122 BAILEYSBURG LANE NOKESVILLE VA 22123 OO R SFR 180
103300878 STADHEIM . 2525 STADHEIM DRIVE WATERTOWN SD 57201 OO R SFR 180
103300891 MCKENNA .. 576 ANCHORAGE DRIVE NORTH PALM BEACH FL 33408 OO R SFR 180
103300911 NOVICKY .. 50 OLD HAWLEYVILLE ROAD BETHEL CT 6801 OO R SFR 360
103300918 ANDERSON . 30320 NIGHTINGALE STREET ISANTI MN 55040 OO R SFR 360
103300935 DRIMBOI .. 4922 SOUTH DAMEN CHICAGO IL 60609 NOO P 2-4 FAMILY 360
103300938 SMITH JR . 24936 SOUTH WILLOWBROOK TRAIL CRETE IL 60417 OO R SFR 360
103300963 BOUZHAR .. 25-40 SHORE BOULEVARD ASTORIA NY 11102 OO P CONDO 360
103300969 PRIOR .... 3809 MOCHA TRAIL AUSTIN TX 78728 OO P SFR 360
103300987 SLOSTAD .. 1505 HILLCREST DRIVE WATERTOWN SD 57201 OO R SFR 180
103301026 HAACK .... 2203 LAKE STREET EMMETSBURG IA 50536 OO R SFR 360
103301030 LOCK ..... 302 SOUTH MARKET STREET LAKE PARK IA 51347 OO R SFR 360
103301065 HATHORN .. 938 MUIRFIELD AVENUE WAUKEGAN IL 60085 OO R SFR 360
103301069 SMITH .... 4320 WEST THOMAS STREET CHICAGO IL 60651 OO R 2-4 FAMILY 360
103301083 NEI ...... 804 7TH AVENUE NORTHEAST WATERTOWN SD 57201 OO R SFR 360
200600256 CASON .... 1201 SUNLAND AVENUE ALTAMONTE SPRINGS FL 32701 OO P SFR 360
200601053 LEONARDI . 17376 U.S. HIGHWAY 550 OURAY CO 81427 OO R SFR 360
200601120 MOONEY ... 8610 OAKWOOD STREET WESTMINSTER CO 80030 OO R SFR 360
200601129 RIEKE .... 6366 STEVENSON STREET SHAWNEE KS 66218 NOO R SFR 360
200601140 SIMMONS .. 124 PRESTON BAY CIRCLE BENTON LA 71006 NOO R SFR 360
200601186 RIEKE .... 11202 WEST 59TH STREET SHAWNEE KS 66203 NOO P SFR 360
200601202 NAUGHTON . 5229 WEST ILIFF DRIVE LAKEWOOD CO 80227 OO R CONDO 360
200601236 MILOT .... 3500 NELSON ROAD LONGMONT CO 80503 OO P SFR 360
200601241 NIXON .... 15866 EAST OXFORD AVENUE AURORA CO 80013 OO R SFR 360
200601247 BURNS .... 6320 SOUTH JASMINE WAY ENGLEWOOD CO 80111 OO R SFR 360
200601259 RYAN ..... 64 RED CLOUD PEAK COURT RED FEATHER LAKES CO 80536 OO R SFR 360
200601262 STRIGHT .. 8020 RIO GRANDE BOULEVARD N.W. ALBUQUERQUE NM 87114 OO R SFR 360
200601266 BEALL .... 5912 HAUSER DRIVE SHAWNEE KS 66216 NOO R SFR 360
200601270 DOHLMAN .. 927 PARKER DRIVE LONGMONT CO 80501 OO P CONDO 360
200601282 HASTINGS . 3112 HANSON STREET CHEYENNE WY 82001 OO R SFR 360
200601284 PURRE .... 10120 WEST LEE LANE LAKEWOOD CO 80215 OO P SFR 360
200601299 POMEROY .. 8528 LAWSON BOULEVARD LIVERMORE CO 80536 OO R SFR 360
200601315 DONAHUE .. 1280 FILLMORE STREET DENVER CO 80206 OO R SFR 360
200601322 MOFFET ... 1895 GOLDEN EAGLE COURT BROOMFIELD CO 80020 NOO R SFR 360
200601328 MILLER ... 124 E. EVANS AVE. 2103-05 S SHERMAN DENVER CO 80210 NOO P 2-4 FAMILY 360
200601333 MCCLELLAN 5419 EAST MINERAL CIRCLE LITTLETON CO 80122 OO P PUD 360
200601353 WEIN ..... 1075 SOUTH VINE STREET DENVER CO 80209 OO R SFR 360
200601355 CROPP .... 8735 WEST CORNELL AVENUE LAKEWOOD CO 80227 OO R CONDO 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
100600452 02/02/96 03/01/26 150,000.00 9.500 1,261.28 149,926.22 0.5 1 0.00
100600460 03/01/96 04/01/26 77,000.00 11.000 733.29 77,000.00 0.5 1 0.00
100600466 03/20/96 04/01/26 108,500.00 9.750 932.18 108,500.00 0.5 1 0.00
100600488 04/29/96 05/01/26 144,563.00 10.500 1,322.37 144,563.00 0.5 1 192,750.00
100600492 04/25/96 05/01/26 68,800.00 10.250 616.52 68,800.00 0.5 1 0.00
100600503 04/19/96 05/01/26 58,400.00 10.000 512.50 58,400.00 0.5 1 0.00
100600529 05/03/96 06/01/26 395,000.00 9.250 3,249.57 395,000.00 0.5 1 495,000.00
100600550 04/26/96 05/01/26 201,500.00 11.500 1,995.44 201,500.00 0.5 1 0.00
103200487 03/01/96 04/01/06 20,400.00 12.990 304.47 20,400.00 0.5 2 0.00
103200491 03/04/96 04/01/11 70,000.00 13.000 885.67 69,872.66 0.5 2 0.00
103200500 04/12/96 05/01/11 40,000.00 13.500 519.33 40,000.00 0.5 2 0.00
103300878 02/21/96 03/01/11 60,000.00 9.750 635.62 59,702.56 0.5 1 0.00
103300891 02/09/96 03/01/11 217,500.00 9.000 2,206.03 216,346.13 0.5 1 0.00
103300911 03/05/96 04/01/26 96,250.00 11.000 916.61 96,215.68 0.5 1 0.00
103300918 03/08/96 04/01/26 65,270.00 12.000 671.38 65,270.00 0.5 1 0.00
103300935 03/07/96 04/01/26 24,500.00 13.250 275.81 24,494.71 0.5 1 35,000.00
103300938 02/22/96 03/01/26 47,000.00 10.500 429.93 46,959.82 0.5 1 0.00
103300963 03/05/96 04/01/26 95,700.00 10.625 884.36 95,662.98 0.5 1 127,600.00
103300969 03/01/96 03/01/26 87,260.00 10.250 781.94 87,223.41 0.5 1 0.00
103300987 04/03/96 05/01/11 102,050.00 11.500 1,192.14 102,050.00 0.5 1 0.00
103301026 05/01/96 06/01/26 35,000.00 14.375 425.12 35,000.00 0.5 1 0.00
103301030 04/19/96 05/01/26 21,000.00 13.375 238.47 21,000.00 0.5 1 0.00
103301065 04/12/96 05/01/26 107,950.00 10.875 1,017.85 107,950.00 0.5 1 0.00
103301069 04/12/96 05/01/26 123,000.00 12.250 1,288.91 123,000.00 0.5 1 0.00
103301083 04/24/96 05/01/26 75,200.00 11.125 723.26 75,200.00 0.5 1 0.00
200600256 06/09/95 07/01/25 35,000.00 11.875 356.50 34,899.36 0.5 1 0.00
200601053 02/16/96 03/01/26 136,000.00 10.000 1,193.50 135,939.83 0.5 1 0.00
200601120 02/16/96 03/01/26 96,050.00 10.000 842.91 96,007.42 0.5 1 0.00
200601129 04/03/96 05/01/26 109,600.00 10.500 1,002.55 109,600.00 0.5 1 0.00
200601140 02/13/96 03/01/26 215,000.00 9.750 1,847.18 214,798.58 0.5 1 0.00
200601186 02/09/96 03/01/26 44,000.00 10.500 402.49 43,982.51 0.5 1 56,000.00
200601202 03/05/96 04/01/26 73,400.00 9.500 617.19 73,400.00 0.5 1 0.00
200601236 03/15/96 04/01/26 500,000.00 10.250 4,480.51 500,000.00 0.5 1 835,000.00
200601241 02/20/96 03/01/26 114,750.00 9.500 964.88 114,693.56 0.5 1 0.00
200601247 02/14/96 03/01/26 146,250.00 10.000 1,283.45 146,185.30 0.5 1 0.00
200601259 02/22/96 03/01/26 115,000.00 9.750 988.03 115,000.00 0.5 1 0.00
200601262 03/06/96 04/01/26 481,500.00 9.625 4,092.70 481,064.69 0.5 1 0.00
200601266 02/16/96 03/01/26 57,000.00 10.250 510.78 56,951.99 0.5 1 0.00
200601270 02/16/96 03/01/26 88,000.00 10.000 772.26 87,961.07 0.5 1 113,000.00
200601282 02/23/96 03/01/26 60,400.00 8.500 464.42 60,325.98 0.5 1 0.00
200601284 02/16/96 03/01/26 98,000.00 9.750 841.97 97,954.28 0.5 1 164,000.00
200601299 02/23/96 03/01/26 120,000.00 9.750 1,030.99 119,887.57 0.5 1 0.00
200601315 02/26/96 03/01/26 100,000.00 9.500 840.85 99,864.24 0.5 1 0.00
200601322 03/13/96 04/01/26 188,500.00 8.750 1,482.93 188,500.00 0.5 1 0.00
200601328 03/01/96 04/01/26 90,650.00 9.750 778.82 90,607.71 0.5 1 129,500.00
200601333 03/20/96 04/01/26 295,500.00 8.750 2,324.70 295,500.00 0.5 1 394,500.00
200601353 04/17/96 05/01/26 246,500.00 9.000 1,983.39 246,500.00 0.5 1 0.00
200601355 03/29/96 04/01/26 90,000.00 9.500 756.77 90,000.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANDI RFREPFRENRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
100600452 0.00 200,000.00 200,000.006-mo. LIBOR 9.50 1,261.286 0 09/01/96
100600460 0.00 96,500.00 96,500.006-mo. LIBOR 11.00 733.296 0 10/01/96
100600466 0.00 155,000.00 155,000.006-mo. LIBOR 9.75 932.186 0 10/01/96
100600488 0.00 193,000.00 192,750.00 10.50 1,322.370 0 01/00/00
100600492 0.00 172,000.00 172,000.006-mo. LIBOR 10.25 616.526 0 11/01/96
100600503 0.00 73,000.00 73,000.006-mo. LIBOR 10.00 512.506 0 11/01/96
100600529 0.00 520,000.00 495,000.006-mo. LIBOR 9.25 3,249.576 0 12/01/96
100600550 0.00 310,000.00 310,000.006-mo. LIBOR 11.50 1,995.446 0 11/01/96
103200487 68,500.00 105,000.00 105,000.00 12.99 304.470 0 01/00/00
103200491 17,874.00 142,000.00 142,000.00 13.00 885.670 0 01/00/00
103200500 197,672.00 275,000.00 275,000.00 13.50 519.330 0 01/00/00
103300878 0.00 160,000.00 160,000.00 9.75 635.620 0 01/00/00
103300891 0.00 320,000.00 320,000.00 9.00 2,206.030 0 01/00/00
103300911 0.00 175,000.00 175,000.00 11.00 916.610 0 01/00/00
103300918 0.00 81,591.00 81,591.00 12.00 671.380 0 01/00/00
103300935 0.00 46,000.00 35,000.00 13.25 275.810 0 01/00/00
103300938 0.00 220,000.00 220,000.00 10.50 429.930 0 01/00/00
103300963 0.00 134,000.00 127,600.00 10.62 884.360 0 01/00/00
103300969 0.00 109,075.00 109,075.00 10.25 781.940 0 01/00/00
103300987 0.00 157,000.00 157,000.00 11.50 1,192.140 0 01/00/00
103301026 0.00 54,000.00 54,000.00 14.37 425.120 0 01/00/00
103301030 0.00 33,000.00 33,000.00 13.37 238.470 0 01/00/00
103301065 0.00 127,000.00 127,000.00 10.87 1,017.850 0 01/00/00
103301069 0.00 140,000.00 140,000.00 12.25 1,288.910 0 01/00/00
103301083 0.00 94,000.00 94,000.00 11.12 723.260 0 01/00/00
200600256 0.00 70,000.00 70,000.006-mo. LIBOR 10.87 330.016 0 07/01/96
200601053 0.00 175,000.00 175,000.006-mo. LIBOR 10.00 1,193.506 0 09/01/96
200601120 0.00 113,000.00 113,000.006-mo. LIBOR 10.00 842.916 0 09/01/96
200601129 0.00 138,000.00 138,000.006-mo. LIBOR 10.50 1,002.556 0 11/01/96
200601140 0.00 335,000.00 335,000.006-mo. LIBOR 9.75 1,847.186 0 09/01/96
200601186 0.00 60,000.00 56,000.006-mo. LIBOR 10.50 402.496 0 09/01/96
200601202 0.00 98,000.00 98,000.006-mo. LIBOR 9.50 617.196 0 10/01/96
200601236 0.00 835,000.00 835,000.006-mo. LIBOR 10.25 4,480.516 0 10/01/96
200601241 0.00 135,000.00 135,000.006-mo. LIBOR 9.50 964.886 0 09/01/96
200601247 0.00 195,000.00 195,000.006-mo. LIBOR 10.00 1,283.456 0 09/01/96
200601259 0.00 180,000.00 180,000.006-mo. LIBOR 9.75 988.036 0 09/01/96
200601262 0.00 642,000.00 642,000.006-mo. LIBOR 9.62 4,092.706 0 10/01/96
200601266 0.00 76,000.00 76,000.006-mo. LIBOR 10.25 510.786 0 09/01/96
200601270 0.00 113,000.00 113,000.006-mo. LIBOR 10.00 772.266 0 09/01/96
200601282 0.00 75,500.00 75,500.006-mo. LIBOR 8.50 464.426 0 09/01/96
200601284 0.00 167,000.00 164,000.006-mo. LIBOR 9.75 841.976 0 09/01/96
200601299 0.00 155,500.00 155,500.006-mo. LIBOR 9.75 1,030.996 0 09/01/96
200601315 0.00 255,000.00 255,000.006-mo. LIBOR 9.50 840.856 0 09/01/96
200601322 0.00 290,000.00 290,000.006-mo. LIBOR 8.75 1,482.936 0 10/01/96
200601328 0.00 130,000.00 129,500.006-mo. LIBOR 9.75 778.826 0 10/01/96
200601333 0.00 394,500.00 394,500.006-mo. LIBOR 8.75 2,324.706 0 10/01/96
200601353 0.00 282,000.00 282,000.006-mo. LIBOR 9.00 1,983.396 0 11/01/96
200601355 0.00 100,000.00 100,000.006-mo. LIBOR 9.50 756.776 0 10/01/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
100600452 10/01/96 5.90 1.00 16.50 9.50Y 75.00A- Stated SPFC
100600460 11/01/96 6.90 1.00 18.00 11.00Y 79.79B Full SPFC
100600466 11/01/96 6.90 1.00 16.75 9.75Y 70.00A- Stated SPFC
100600488 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
100600492 12/01/96 5.75 1.00 17.25 10.25Y 40.00C Full SPFC
100600503 12/01/96 6.00 1.00 17.00 10.00Y 80.00A Full SPFC
100600529 01/01/97 5.90 1.50 16.24 7.75N 79.79A- Lite SPFC
100600550 12/01/96 5.75 1.00 18.50 11.50Y 65.00C Lite SPFC
103200487 01/00/00 0.00 0.00 0.00 0.00Y 19.42A- Full SPFC
103200491 01/00/00 0.00 0.00 0.00 0.00Y 49.29A- Stated SPFC
103200500 01/00/00 0.00 0.00 0.00 0.00Y 14.54A Full SPFC
103300878 01/00/00 0.00 0.00 0.00 0.00Y 37.50A- Stated SPFC
103300891 01/00/00 0.00 0.00 0.00 0.00Y 67.96A- Stated SPFC
103300911 01/00/00 0.00 0.00 0.00 0.00N 55.00D Full SPFC
103300918 01/00/00 0.00 0.00 0.00 0.00Y 79.99B Full SPFC
103300935 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Full SPFC
103300938 01/00/00 0.00 0.00 0.00 0.00Y 21.36B Stated SPFC
103300963 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
103300969 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Lite SPFC
103300987 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full SPFC
103301026 01/00/00 0.00 0.00 0.00 0.00Y 64.81D Full SPFC
103301030 01/00/00 0.00 0.00 0.00 0.00N 63.63C Full SPFC
103301065 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
103301069 01/00/00 0.00 0.00 0.00 0.00Y 87.85A Full SPFC
103301083 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
200600256 08/01/96 8.00 1.00 17.87 10.87N 50.00A- Stated SPFC
200601053 10/01/96 4.90 1.00 17.00 10.00Y 77.71A- Full SPFC
200601120 10/01/96 4.90 1.00 17.00 10.00Y 85.00A- Full SPFC
200601129 12/01/96 6.55 1.00 17.50 10.50Y 79.42A- Full SPFC
200601140 10/01/96 6.80 1.00 16.75 9.75Y 64.17A- Stated SPFC
200601186 10/01/96 6.50 1.00 17.50 10.50N 78.57A Full SPFC
200601202 11/01/96 5.90 1.00 16.50 9.50Y 74.89A- Stated SPFC
200601236 11/01/96 5.75 1.00 17.25 10.25N 59.88C Full SPFC
200601241 10/01/96 5.90 1.00 16.50 9.50Y 85.00A- Full SPFC
200601247 10/01/96 5.40 1.00 17.00 10.00Y 75.00A- Stated SPFC
200601259 10/01/96 5.40 1.00 16.75 9.75Y 63.88A- Stated SPFC
200601262 11/01/96 6.52 1.00 16.62 9.62Y 75.00A- Lite SPFC
200601266 10/01/96 5.65 1.00 17.25 10.25Y 75.00A- Full SPFC
200601270 10/01/96 5.90 1.00 17.00 10.00N 77.87B Full SPFC
200601282 10/01/96 5.40 1.00 15.50 8.50Y 80.00A- Full SPFC
200601284 10/01/96 6.75 1.00 16.75 9.75N 59.75C Full SPFC
200601299 10/01/96 5.40 1.00 16.75 9.75Y 77.17B Full SPFC
200601315 10/01/96 5.40 1.00 16.50 9.50Y 39.21B Stated SPFC
200601322 11/01/96 5.90 1.00 15.75 8.75N 65.00A- Stated SPFC
200601328 11/01/96 5.90 1.00 16.75 9.75N 70.00A- Lite SPFC
200601333 11/01/96 5.40 1.00 15.75 8.75N 74.90A- Stated SPFC
200601353 12/01/96 5.00 1.00 16.00 9.00Y 87.41A Full SPFC
200601355 11/01/96 5.50 1.00 16.50 9.50Y 90.00A Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
200601358 HOWARD 8355 PAWNEE LANE LONGMONT CO 80503 OO R SFR 360
200601361 STASO 5809 WEST 125TH STREET OVERLAND PARK KS 66209 OO P SFR 360
200601375 WILLIAMS 6504 WEST LEAWOOD DRIVE LITTLETON CO 80123 OO P SFR 360
200601380 RAY 1044 BRIARWOOD ROAD FORT COLLINS CO 80521 OO R SFR 360
200601382 CONNER 2460 MONACO PARKWAY DENVER CO 80207 OO R SFR 360
200601395 CHO 2523 108TH AVENUE WESTMINSTER CO 80234 OO P SFR 360
200601401 GERVASE 9112 WEST 82ND STREET OVERLAND PARK KS 66204 OO P SFR 360
200601404 PERSHALL 43 UTE CIRCLE CRIPPLE CREEK CO 80813 OO R SFR 360
200601407 KENYON 18860 SAGECREST ROAD PEYTON CO 80831 OO R SFR 360
200601415 DONNICI 5713 TRACY KANSAS CITY MO 64130 NOO R SFR 360
200601419 DONNICI 5323 BROOKLYN KANSAS CITY MO 64130 NOO R SFR 360
200601425 SHAW 4848 CRESTONE DRIVE FORT COLLINS CO 80525 OO P SFR 360
200601432 SEEDROFF 3291 SOUTH MAGNOLIA STREET DENVER CO 80224 OO R SFR 360
200601447 TAGGART 5706 ROELAND DRIVE ROELAND PARK KS 66205 OO R SFR 360
200601452 VALVERDE 10141 EDITH BOULEVARD NE ALBUQUERQUE NM 87113 OO R SFR 360
200601458 SLIGAY 2470 APRES SKI WAY STEAMBOAT SPRINGS CO 80477 NOO P SFR 360
200601464 SOETAERT 25020 WEST 63RD STREET SHAWNEE KS 66226 OO R SFR 360
200601467 HUTCHINS 716 BURNING MOUNTAIN AVENUE NEW CASTLE CO 81647 OO P SFR 360
200601490 HARROTT 6 PARK CENTRAL ROCKWALL TX 75087 OO R SFR 360
200601494 MAYCROFT 4400 MOCCASIN CIRCLE LAPORTE CO 80535 OO R SFR 360
200601499 FRITZLER 4655 MILLER STREET WHEATRIDGE CO 80033 OO R SFR 360
200601504 WALTERMAN 201 LAKE DRIVE FLORISSANT CO 80816 NOO P SFR 360
200601514 ODEN 6947 GARFIELD WAY LITTLETON CO 80122 OO P SFR 360
200601518 LE FLORE 7420 NATIVE OAK LANE IRVING TX 75063 OO P SFR 360
200601523 GRADY 3298 SOUTH FAIRPLAY STREET AURORA CO 80014 OO R SFR 360
200601527 MALKEMUS 1519 POINT DRIVE FRISCO CO 80443 2ND P CONDO 360
200601533 MCGARRAHAN 2012 WEST VINE DRIVE FORT COLLINS CO 80521 OO P SFR 360
200601538 JAFFE 650 NORTH BAR-Y ROAD JACKSON WY 83001 OO P SFR 360
200601544 MYERS 1740 SOUTH TEJON STREET DENVER CO 80223 OO R SFR 360
200601550 RIEKE 6373 STEVENSON SHAWNEE KS 66218 NOO R SFR 360
200601554 WIEDERRICH 14800 TILLMAN ROAD SMITHVILLE MO 64089 OO R SFR 360
200601572 SNODGRASS 23509 EAST 205TH STREET PLEASANT HILL MO 64080 OO P SFR 360
200601601 CONNORS 8905 SPAIN ROAD NE ALBUQUERQUE NM 87111 NOO R SFR 360
200601615 INMAN 42132 COUNTY ROAD 101 DEER TRAIL CO 80105 OO R SFR 360
200601617 WEISZ 8501 WEST UNION AVENUE LITTLETON CO 80123 OO P SFR 360
200601641 WEEKS 4949 BLUESTEM COURT FORT COLLINS CO 80525 OO P SFR 360
200601645 DAVIS 5459 SOUTH IRIS STREET LITTLETON CO 80123 OO P SFR 360
200601650 HOFFMAN 5305 SOUTH COUNTY ROAD 9 FORT COLLINS CO 80525 OO R SFR 360
200601658 DUTTON 6524 HIGH CIRCLE MORRISON CO 80465 OO R SFR 360
200601663 PEEK 2735 CRESTWOOD DRIVE MONUMENT CO 80132 OO R SFR 360
200601673 FERENCY 7544 SOUTH MOUNT MARCY LITTLETON CO 80127 OO P SFR 360
200601707 KILKENNY 15218 EAST 48TH STREET KANSAS CITY MO 64136 OO P SFR 360
200601729 MCCAFFREY 3537 SOUTH IVANHOE STREET DENVER CO 80237 OO P SFR 360
203200533 RAUDEBAUGH 4540 VANCE STREET WHEATRIDGE CO 80033 OO R SFR 120
203200541 MARTINEZ 12424 WEST SARATOGA AVENUE MORRISON CO 80465 OO R SFR 360
203300780 SANCHEZ TRACT E-2 LANDS OF GILLIE SANCHEZ TOME NM 87031 OO P SFR 360
203300846 BOATMAN 3829 NORTH EVANS STREET KINGMAN AZ 86401 OO P SFR 360
203300942 GABALDON 1299 VEGAS VERDES LANE SANTE FE NM 87505 OO R SFR 360
203300960 MELENDREZ 432 EAST 116TH AVENUE NORTHGLENN CO 80233 OO P SFR 360
203301118 ROBINSON 6539 BRENTFIELD COURT DALLAS TX 75248 OO P SFR 360
203301126 LUCKETT 1239 CANYON ROAD SANTA FE NM 87501 OO P SFR 360
203301223 CARPENTER 62986 PEARL ROAD MONTROSE CO 81401 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
200601358 03/25/96 04/01/26 340,000.00 8.500 2,614.31 340,000.00 0.5 1 0.00
200601361 04/03/96 05/01/26 157,675.00 9.500 1,325.82 157,675.00 0.5 1 185,500.00
200601375 03/26/96 04/01/26 109,900.00 10.250 984.82 109,900.00 0.5 1 157,000.00
200601380 04/04/96 05/01/26 94,350.00 10.000 827.99 94,350.00 0.5 1 0.00
200601382 03/22/96 04/01/26 199,750.00 8.500 1,535.90 199,629.00 0.5 1 0.00
200601395 03/25/96 04/01/26 153,985.00 9.000 1,239.00 153,985.00 0.5 1 192,482.00
200601401 03/29/96 04/01/26 83,250.00 9.250 684.88 83,206.84 0.5 1 111,000.00
200601404 03/25/96 04/01/26 95,200.00 10.500 870.83 95,162.17
200601407 03/25/96 04/01/26 93,500.00 9.250 769.20 93,451.53 0.5 1 0.00
200601415 04/04/96 05/01/26 36,000.00 10.500 329.31 36,000.00
200601419 04/04/96 05/01/26 24,000.00 10.500 219.54 24,000.00
200601425 03/22/96 04/01/26 195,500.00 9.000 1,573.04 195,393.21 0.5 1 230,000.00
200601432 03/29/96 04/01/26 168,750.00 9.000 1,357.80 168,657.83 0.5 1 0.00
200601447 03/28/96 04/01/26 53,500.00 8.750 420.88 53,469.22 0.5 1 0.00
200601452 04/02/96 04/01/26 170,000.00 8.750 1,337.39 170,000.00 0.5 1 0.00
200601458 04/01/96 04/01/26 112,000.00 9.750 962.25 112,000.00 0.5 1 160,000.00
200601464 04/15/96 05/01/26 127,400.00 11.000 1,213.26 127,400.00 0.5 1 0.00
200601467 04/18/96 05/01/26 83,200.00 10.500 761.06 83,200.00
200601490 05/15/96 05/01/26 143,200.00 11.000 1,363.73 143,200.00 0.5 1 0.00
200601494 04/05/96 05/01/26 168,000.00 10.250 1,505.45 168,000.00 0.5 1 0.00
200601499 04/17/96 05/01/26 102,000.00 9.000 820.72 102,000.00 0.5 1 0.00
200601504 04/05/96 05/01/26 48,230.00 8.750 379.43 48,230.00 0.5 1 68,900.00
200601514 04/15/96 05/01/26 100,000.00 8.750 786.70 100,000.00 0.5 1 185,000.00
200601518 04/12/96 05/01/26 243,100.00 9.000 1,956.04 243,100.00 0.5 1 286,000.00
200601523 04/09/96 05/01/26 102,000.00 8.000 748.44 102,000.00 0.5 1 0.00
200601527 04/10/96 05/01/26 87,430.00 9.750 751.16 87,430.00 0.5 1 128,000.00
200601533 04/19/96 05/01/26 54,110.00 10.750 505.11 54,110.00 0.5 1 77,900.00
200601538 04/19/96 05/01/26 330,000.00 9.250 2,714.83 330,000.00 0.5 1 817,500.00
200601544 04/22/96 05/01/26 62,000.00 9.500 521.33 62,000.00 0.5 1 0.00
200601550 04/15/96 05/01/26 126,800.00 9.750 1,089.41 126,800.00 0.5 1 0.00
200601554 04/19/96 05/01/26 94,500.00 9.000 760.37 94,500.00 0.5 1 0.00
200601572 04/19/96 05/01/26 107,950.00 10.000 947.34 107,950.00 0.5 1 127,000.00
200601601 05/02/96 06/01/26 182,000.00 8.750 1,431.79 182,000.00 0.5 1 0.00
200601615 04/23/96 05/01/26 154,000.00 8.250 1,156.95 154,000.00 0.5 1 0.00
200601617 04/18/96 05/01/26 124,240.00 11.000 1,183.17 124,240.00 0.5 1 160,000.00
200601641 04/23/96 05/01/26 198,680.00 11.750 2,005.50 198,680.00 0.5 1 250,000.00
200601645 04/30/96 05/01/26 161,250.00 10.500 1,475.02 161,250.00
200601650 04/25/96 05/01/26 303,200.00 12.250 3,177.22 303,200.00 0.5 1 0.00
200601658 04/24/96 05/01/26 115,000.00 9.250 946.08 115,000.00 0.5 1 0.00
200601663 04/25/96 05/01/26 114,800.00 10.000 1,007.45 114,800.00 0.5 1 0.00
200601673 04/26/96 05/01/26 148,000.00 9.000 1,190.84 148,000.00 0.5 1 185,000.00
200601707 05/06/96 06/01/26 55,800.00 9.750 479.41 55,800.00 0.5 1 62,000.00
200601729 05/03/96 06/01/26 109,000.00 10.125 966.64 109,000.00 0.5 1 193,000.00
203200533 02/12/96 03/01/06 20,000.00 13.500 304.55 19,920.45 0.5 2 0.00
203200541 03/01/96 04/01/26 92,950.00 12.000 956.10 92,950.00 0.5 1 0.00
203300780 04/19/96 05/01/26 85,000.00 10.375 769.60 85,000.00 0.5 1 0.00
203300846 01/25/96 04/01/26 34,930.00 12.750 379.58 34,921.55 0.5 1 49,900.00
203300942 03/13/96 04/01/26 42,250.00 11.250 410.36 42,250.00 0.5 1 0.00
203300960 02/15/96 03/01/26 56,250.00 13.000 622.24 56,224.13 0.5 1 75,000.00
203301118 03/18/96 04/01/26 192,000.00 12.250 2,011.96 192,000.00 0.5 1 240,000.00
203301126 04/26/96 05/01/26 600,000.00 11.625 5,999.04 600,000.00 0.5 1 725,000.00
203301223 02/14/96 03/01/26 54,600.00 11.000 519.97 54,560.88 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANDI RFREPFRENRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
200601358 0.00 499,000.00 499,000.006-mo. LIBOR 8.50 2,614.316 0 10/01/96
200601361 0.00 187,000.00 185,500.006-mo. LIBOR 9.50 1,325.826 0 11/01/96
200601375 0.00 158,000.00 157,000.006-mo. LIBOR 10.25 984.826 0 10/01/96
200601380 0.00 111,000.00 111,000.006-mo. LIBOR 10.00 827.996 0 11/01/96
200601382 0.00 235,000.00 235,000.006-mo. LIBOR 8.50 1,535.906 0 10/01/96
200601395 0.00 192,482.00 192,482.006-mo. LIBOR 9.00 1,239.006 0 10/01/96
200601401 0.00 115,000.00 111,000.006-mo. LIBOR 9.25 685.186 0 10/01/96
200601404 0.00 119,000.00 119,000.006-mo. LIBOR 10.50 870.836 0 10/01/96
200601407 0.00 110,000.00 110,000.006-mo. LIBOR 9.25 769.206 0 10/01/96
200601415 0.00 45,000.00 45,000.006-mo. LIBOR 10.50 329.316 0 11/01/96
200601419 0.00 30,000.00 30,000.006-mo. LIBOR 10.50 219.546 0 11/01/96
200601425 0.00 230,000.00 230,000.006-mo. LIBOR 9.00 1,573.046 0 10/01/96
200601432 0.00 225,000.00 225,000.006-mo. LIBOR 9.00 1,357.806 0 10/01/96
200601447 0.00 89,000.00 89,000.006-mo. LIBOR 8.75 420.886 0 10/01/96
200601452 0.00 200,000.00 200,000.006-mo. LIBOR 8.75 1,337.396 0 10/01/96
200601458 0.00 161,000.00 160,000.006-mo. LIBOR 9.75 962.256 0 10/01/96
200601464 0.00 182,000.00 182,000.006-mo. LIBOR 11.00 1,213.266 0 11/01/96
200601467 0.00 105,000.00 104,000.006-mo. LIBOR 10.50 761.066 0 11/01/96
200601490 0.00 179,000.00 179,000.006-mo. LIBOR 11.00 1,363.736 0 10/01/96
200601494 0.00 224,000.00 224,000.006-mo. LIBOR 10.25 1,505.456 0 11/01/96
200601499 0.00 120,000.00 120,000.006-mo. LIBOR 9.00 820.726 0 11/01/96
200601504 0.00 68,900.00 68,900.006-mo. LIBOR 8.75 379.436 0 11/01/96
200601514 0.00 185,000.00 185,000.006-mo. LIBOR 8.75 786.706 0 11/01/96
200601518 0.00 310,000.00 286,000.006-mo. LIBOR 9.00 1,956.046 0 11/01/96
200601523 0.00 136,000.00 136,000.006-mo. LIBOR 8.00 748.446 0 09/01/96
200601527 0.00 128,000.00 128,000.006-mo. LIBOR 9.75 751.166 0 11/01/96
200601533 0.00 78,000.00 77,900.006-mo. LIBOR 10.75 505.116 0 11/01/96
200601538 0.00 820,000.00 817,500.006-mo. LIBOR 9.25 2,714.836 0 11/01/96
200601544 0.00 78,000.00 78,000.006-mo. LIBOR 9.50 521.336 0 11/01/96
200601550 0.00 158,500.00 158,500.006-mo. LIBOR 9.75 1,089.416 0 11/01/96
200601554 0.00 105,000.00 105,000.00 9.00 760.370 0 01/00/00
200601572 0.00 132,000.00 127,000.006-mo. LIBOR 10.00 947.346 0 11/01/96
200601601 0.00 260,000.00 260,000.006-mo. LIBOR 8.75 1,431.796 0 12/01/96
200601615 0.00 232,500.00 232,500.006-mo. LIBOR 8.25 1,156.956 0 11/01/96
200601617 0.00 160,000.00 160,000.006-mo. LIBOR 11.00 1,183.176 0 11/01/96
200601641 0.00 250,000.00 250,000.006-mo. LIBOR 11.75 2,005.506 0 11/01/96
200601645 0.00 215,000.00 215,000.006-mo. LIBOR 10.50 1,475.026 0 11/01/96
200601650 0.00 379,000.00 379,000.006-mo. LIBOR 12.25 3,177.226 0 11/01/96
200601658 0.00 191,000.00 191,000.006-mo. LIBOR 9.25 946.086 0 11/01/96
200601663 0.00 164,000.00 164,000.006-mo. LIBOR 10.00 1,007.456 0 11/01/96
200601673 0.00 185,000.00 185,000.006-mo. LIBOR 9.00 1,190.846 0 11/01/96
200601707 0.00 62,000.00 62,000.006-mo. LIBOR 9.75 479.416 0 12/01/96
200601729 0.00 193,000.00 193,000.006-mo. LIBOR 10.12 966.646 0 12/01/96
203200533 97,000.00 130,000.00 130,000.00 13.50 304.550 0 01/00/00
203200541 0.00 143,000.00 143,000.00 12.00 956.100 0 01/00/00
203300780 0.00 139,000.00 139,000.00 10.37 769.600 0 01/00/00
203300846 0.00 50,000.00 49,900.00 12.75 379.580 0 01/00/00
203300942 0.00 65,000.00 65,000.00 11.25 410.360 0 01/00/00
203300960 0.00 75,000.00 75,000.00 13.00 622.240 0 01/00/00
203301118 0.00 240,000.00 240,000.00 12.25 2,011.960 0 01/00/00
203301126 0.00 1,300,000.00 725,000.00 11.62 5,999.040 0 01/00/00
203301223 0.00 78,000.00 78,000.00 11.00 519.970 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
200601358 11/01/96 5.40 1.00 15.50 8.50Y 68.13A- Stated SPFC
200601361 12/01/96 5.90 1.00 16.50 9.50N 85.00A- Full SPFC
200601375 11/01/96 5.90 1.00 17.25 10.25N 70.00B Stated SPFC
200601380 12/01/96 4.90 1.00 17.00 10.00Y 85.00A- Full SPFC
200601382 11/01/96 4.90 1.00 15.50 8.50Y 85.00A- Full SPFC
200601395 11/01/96 5.40 1.00 16.00 9.00N 80.00A- Lite SPFC
200601401 11/01/96 5.90 1.00 16.25 9.25N 75.00A- Stated SPFC
200601404 11/01/96 5.40 1.00 17.50 10.50Y 80.00B Full SPFC
200601407 11/01/96 4.90 1.00 16.25 9.25Y 85.00A- Full SPFC
200601415 12/01/96 6.00 1.00 17.50 10.50Y 80.00A Full SPFC
200601419 12/01/96 6.00 1.00 17.50 10.50Y 80.00A Full SPFC
200601425 11/01/96 5.40 1.00 16.00 9.00N 85.00A- Full SPFC
200601432 11/01/96 5.40 1.00 16.00 9.00Y 75.00A- Stated SPFC
200601447 11/01/96 5.90 1.00 15.75 8.75N 60.11A- Lite SPFC
200601452 11/01/96 4.90 1.00 15.75 8.75N 85.00A- Full SPFC
200601458 11/01/96 5.90 1.00 16.75 9.75N 70.00A- Stated SPFC
200601464 12/01/96 5.90 1.00 18.00 11.00Y 70.00B Stated SPFC
200601467 12/01/96 5.40 1.00 17.50 10.50N 80.00B Full SPFC
200601490 11/01/96 5.40 1.00 18.00 11.00N 80.00B Full SPFC
200601494 12/01/96 5.40 1.00 17.25 10.25Y 75.00A- Stated SPFC
200601499 12/01/96 4.90 1.00 16.00 9.00Y 85.00A- Full SPFC
200601504 12/01/96 5.40 1.00 15.75 8.75N 70.00A- Stated SPFC
200601514 12/01/96 5.75 1.00 15.75 8.75N 54.05C Full SPFC
200601518 12/01/96 4.90 1.00 16.00 9.00N 85.00A- Full SPFC
200601523 10/01/96 4.90 1.00 15.00 8.00Y 75.00A- Full SPFC
200601527 12/01/96 5.50 1.00 16.75 9.75N 68.30A- Stated SPFC
200601533 12/01/96 5.40 1.00 17.75 10.75N 69.46A- Stated SPFC
200601538 12/01/96 5.40 1.00 16.25 9.25N 40.36B Full SPFC
200601544 12/01/96 5.40 1.00 16.50 9.50Y 79.48B Full SPFC
200601550 12/01/96 5.40 1.00 16.75 9.75Y 80.00A- Full SPFC
200601554 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full SPFC
200601572 12/01/96 4.90 1.00 17.00 10.00N 85.00A- Full SPFC
200601601 01/01/97 5.90 1.00 15.75 8.75N 70.00A- Stated SPFC
200601615 12/01/96 4.90 1.00 15.25 8.25Y 66.23A- Full SPFC
200601617 12/01/96 5.40 1.00 18.00 11.00N 77.65B Full SPFC
200601641 12/01/96 5.40 1.00 18.75 11.75N 79.47B Full SPFC
200601645 12/01/96 5.75 1.00 17.50 10.50N 75.00C Full SPFC
200601650 12/01/96 5.40 1.00 19.25 12.25Y 80.00B Lite SPFC
200601658 12/01/96 5.90 1.00 16.25 9.25N 60.20A- Lite SPFC
200601663 12/01/96 5.90 1.00 17.00 10.00Y 70.00B Stated SPFC
200601673 12/01/96 4.90 1.00 16.00 9.00N 80.00A- Alt SPFC
200601707 01/01/97 5.00 1.00 16.75 9.75N 90.00A Full SPFC
200601729 01/01/97 4.90 1.50 17.12 10.37N 56.47A- Full SPFC
203200533 01/00/00 0.00 0.00 0.00 0.00Y 15.38A Full SPFC
203200541 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full SPFC
203300780 01/00/00 0.00 0.00 0.00 0.00N 61.15B Full SPFC
203300846 01/00/00 0.00 0.00 0.00 0.00N 70.00B Full SPFC
203300942 01/00/00 0.00 0.00 0.00 0.00Y 65.00C Stated SPFC
203300960 01/00/00 0.00 0.00 0.00 0.00N 75.00C Alt SPFC
203301118 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
203301126 01/00/00 0.00 0.00 0.00 0.00N 82.75B Quick SPFC
203301223 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
203301233 BIVENS 9581 WEST LAKE AVENUE LITTLETON CO 80123 OO R SFR 360
203301250 MILLER 100 GALAPAGO STREET DENVER CO 80223 NOO R SFR 360
203301273 MCFALL 21 JACKSON HOLE ROAD ANGEL FIRE NM 87710 OO R CONDO 360
203301295 BARENCHI 3264 AVENUE A WHITE CITY OR 97503 OO R SFR 360
203301299 MYMERN 7120 EAST 69TH AVENUE COMMERCE CITY CO 80022 OO R SFR 360
203301318 GIANNINI 9647 ROE OVERLAND PARK KS 66207 OO R SFR 360
203301343 NYSTROM 22047 HIGHWAY 550 MONTROSE CO 81401 OO R SFR 360
203301351 NELSON 345 GAHART DRIVE COLORADO SPRINGS CO 80916 OO R SFR 360
203301353 BROW 2230 WEST QUAIL WAY AMADO AZ 85645 OO R SFR 360
203301358 HOAGLAND 792 THORNWOOD CIRCLE LONGMONT CO 80503 OO P SFR 360
203301366 ISENBERGER 645 WEST 61ST TERRACE KANSAS CITY MO 64113 OO R SFR 360
203301372 GOODMAN 12575 EAST BATES CIRCLE AURORA CO 80014 OO R SFR 360
203301390 OSUALA 16840 EAST AMHERST AVENUE AURORA CO 80013 OO P SFR 360
203301400 APADACA 4150 WOLFF STREET DENVER CO 80212 OO R SFR 360
203301425 FOLEY 3939 RIO GRANDE BOULEVARD N.W. ALBUQUERQUE NM 87103 NOO R PUD 360
203301518 KAISER 1301 SOUTH LINCOLN STREET DENVER CO 80210 NOO R SFR 360
203301535 BULLOCK 3704 SOUTH MCGREGOR WAY HOUSTON TX 77021 OO R SFR 360
203301541 RAEMAEKERS 148 LAB ROAD ALLENSPARK CO 80510 OO R SFR 180
203301557 POTTER 815 & 819 BENNETT CANON CITY CO 81212 OO R SFR 360
203301566 WARNE 682 MIDLAND ROAD WOODLAND PARK CO 80863 OO P SFR 360
203301572 PRYCE 220 BANNOCK STREET DENVER CO 80223 NOO R SFR 360
203301580 MINTKEN 3150 WEST 22ND AVENUE DENVER CO 80211 NOO R 2-4 FAMILY 360
203301599 SCHWANDT 713 EAST 57TH STREET LOVELAND CO 80538 OO R SFR 360
203301605 HRUBIENSKI 2635 MANZANO STREET NE ALBUQUERQUE NM 87110 OO R SFR 360
203301613 ROGERS 227 LITTLE BEAR DRIVE BAYFIELD CO 81122 OO R SFR 360
203301616 JONSON 4496 COUNTY ROAD #207 CARPENTER WY 82054 OO R SFR 360
203301624 BETTS 5501 SOUTH UNIVERSITY BOULEVARD LITTLETON CO 80121 OO R SFR 180
203301643 CARLSON 7151 LAMAR STREET ARVADA CO 80003 OO R SFR 360
203301887 SIMPSON 1529 WEST COUNTY ROAD 56 FORT COLLINS CO 80535 OO R SFR 360
203301912 EARNHARDT 17855 EAST BERRY DRIVE AURORA CO 80015 OO R SFR 360
300602025 KONOW 503 QUAIL LANE GRANTS PASS OR 97526 NOO R SFR 360
300602028 LEWIS 30775 SOUTH FLATS LOOP ROAD HARRISON ID 83833 OO R SFR 360
300602103 NESS 8845 SE 28TH AVENUE MILWAUKIE OR 97222 OO R 2-4 FAMILY 360
300602117 ELLIOTT 24035 SW MORGAN LANE SHERWOOD OR 97140 OO R SFR 360
300602120 SPEER 2515 SOUTH RIDGE DRIVE HELENA MT 59601 OO R SFR 360
300602138 PALMER 2850 HOODOO COURT NW SALEM OR 97304 OO R SFR 360
300602161 MCCALLUM 11450 HIGHWAY 95 PAYETTE ID 83661 OO R SFR 360
300602174 MASON 7509 NE VANCOUVER MALL DRIVE VANCOUVER WA 98662 NOO R CONDO 360
300602179 ULRICH 5111 FIRWOOD DRIVE WEST LINN OR 97068 OO P SFR 360
300602189 PERRY 67985 CLOVERDALE ROAD SISTERS OR 97759 OO R SFR 360
300602196 ANDREWS 4 HORSESHOE HIGHWAY EASTSOUND WA 98245 OO R SFR 360
300602215 MASON 7509 NE VANCOUVER MALL DRIVE VANCOUVER WA 98662 NOO R CONDO 360
300602220 MASON 7509 NE VANCOUVER MALL DRIVE VANCOUVER WA 98662 NOO R CONDO 360
300602223 MASON 7509 NE VANCOUVER MALL DRIVE VANCOUVER WA 98662 NOO R CONDO 360
300602242 LOCKARD 19043 TERRY AVENUE LAKE OSWEGO OR 97035 OO R SFR 360
300602274 SHIRAZI 15300 SW EMERALD STREET BEAVERTON OR 97007 OO R SFR 360
300602279 HOFFMAN 12700 SE HUBBARD ROAD CLACKAMAS OR 97015 NOO P SFR 180
300602304 DRACOS 33470 TIDE CREEK ROAD DEER ISLAND OR 97054 OO P SFR 360
300602308 ABEL 49360 EAGLE ROCK PLACE VIDA OR 97488 NOO R SFR 360
300602314 CHAMPE 16992 SW BEEF BEND ROAD SHERWOOD OR 97140 OO P SFR 360
300602358 BISBEE 3321 DURLAND DRIVE HOOD RIVER OR 97031 OO R SFR 360
300602366 BROCKWAY III 2741 S.W. 33RD STREET REDMOND OR 97756 OO P SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
203301233 02/09/96 03/01/26 58,980.00 11.000 561.68 58,937.75 0.5 1 0.00
203301250 03/20/96 04/01/26 78,750.00 11.875 802.46 78,750.00 0.5 1 0.00
203301273 04/19/96 05/01/26 45,000.00 13.625 519.86 45,000.00 0.5 1 0.00
203301295 03/19/96 04/01/26 41,500.00 11.625 414.93 41,500.00 0.5 1 0.00
203301299 03/12/96 04/01/26 42,000.00 11.625 419.93 41,986.95 0.5 1 0.00
203301318 02/13/96 03/01/26 70,000.00 10.500 640.32 69,944.12
203301343 03/29/96 04/01/26 227,500.00 10.750 2,123.67 227,414.35 0.5 1 0.00
203301351 02/26/96 03/01/26 112,000.00 11.625 1,119.82 111,930.02 0.5 1 0.00
203301353 03/11/96 04/01/26 48,750.00 11.375 478.12 48,733.99 0.5 1 0.00
203301358 02/29/96 03/01/26 110,528.00 11.000 1,052.58 110,488.59 0.5 1 138,160.00
203301366 03/22/96 04/01/26 105,000.00 9.875 911.77 104,952.29 0.5 1 0.00
203301372 03/21/96 04/01/26 114,000.00 10.875 1,074.89 113,958.24 0.5 1 0.00
203301390 02/27/96 03/01/26 90,015.00 11.750 908.62 89,987.78 0.5 1 105,900.00
203301400 03/11/96 04/01/26 65,600.00 12.250 687.42 65,600.00 0.5 1 0.00
203301425 03/15/96 04/01/26 63,700.00 10.750 594.63 63,670.65 0.5 1 0.00
203301518 04/09/96 05/01/26 110,600.00 11.000 1,053.27 110,600.00 0.5 1 0.00
203301535 04/04/96 05/01/26 469,000.00 12.875 5,142.29 469,000.00 0.5 1 0.00
203301541 03/25/96 04/01/11 115,500.00 10.375 1,267.80 115,230.79 0.5 1 0.00
203301557 04/08/96 05/01/26 44,500.00 11.375 436.44 44,500.00 0.5 1 0.00
203301566 05/02/96 06/01/26 58,800.00 10.750 548.89 58,800.00 0.5 1 84,000.00
203301572 04/29/96 05/01/26 80,500.00 11.125 774.23 80,500.00 0.5 1 0.00
203301580 03/29/96 04/01/26 40,000.00 10.875 377.16 40,000.00 0.5 1 0.00
203301599 04/30/96 06/01/26 65,000.00 10.625 600.66 65,000.00 0.5 1 0.00
203301605 04/03/96 05/01/26 84,800.00 11.625 847.86 84,800.00 0.5 1 0.00
203301613 04/09/96 05/01/26 107,000.00 12.375 1,131.60 107,000.00 0.5 1 0.00
203301616 04/05/96 05/01/26 60,000.00 11.875 611.40 60,000.00 0.5 1 0.00
203301624 04/25/96 05/01/11 600,000.00 10.375 6,585.97 600,000.00 0.5 1 0.00
203301643 04/08/96 05/01/26 61,000.00 10.375 552.30 61,000.00 0.5 1 0.00
203301887 05/03/96 06/01/26 156,800.00 12.000 1,612.86 156,800.00 0.5 1 0.00
203301912 05/02/96 06/01/26 124,500.00 10.750 1,162.18 124,500.00 0.5 1 0.00
300602025 02/06/96 03/01/26 224,000.00 9.500 1,883.51 223,885.33 0.5 1 0.00
300602028 03/27/96 04/01/26 46,360.00 12.500 494.78 46,344.92 0.5 1 0.00
300602103 02/09/96 03/01/26 130,000.00 8.750 1,022.71 129,925.21 0.5 1 0.00
300602117 03/01/96 04/01/26 178,500.00 8.500 1,372.51 178,500.00 0.5 1 0.00
300602120 02/13/96 03/01/26 94,750.00 8.500 728.55 94,692.60 0.5 1 0.00
300602138 02/09/96 03/01/26 93,000.00 8.250 698.68 92,854.67 0.5 1 0.00
300602161 02/02/96 03/01/26 130,000.00 10.250 1,164.93 129,945.49 0.5 1 0.00
300602174 03/20/96 04/01/26 69,750.00 10.750 651.10 69,750.00 0.5 1 0.00
300602179 02/16/96 03/01/26 195,300.00 9.250 1,606.69 195,198.75 0.5 1 0.00
300602189 02/13/96 03/01/26 157,500.00 9.750 1,353.17 157,426.52 0.5 1 0.00
300602196 02/21/96 03/01/26 400,000.00 7.750 2,865.65 399,583.33 0.5 1 0.00
300602215 03/20/96 04/01/26 69,750.00 10.750 651.10 69,750.00 0.5 1 0.00
300602220 04/24/96 05/01/26 69,750.00 10.250 625.03 69,750.00 0.5 1 0.00
300602223 03/20/96 04/01/26 69,750.00 11.000 664.25 69,750.00 0.5 1 0.00
300602242 03/21/96 04/01/26 117,000.00 9.250 962.53 116,939.34 0.5 1 0.00
300602274 04/02/96 05/01/26 204,120.00 8.750 1,605.81 204,120.00 0.5 1 0.00
300602279 03/15/96 04/01/11 279,960.00 9.130 2,861.23 279,228.80 0.5 1 349,950.00
300602304 03/26/96 04/01/26 97,500.00 9.000 784.51 97,446.74 0.5 1 130,000.00
300602308 03/25/96 04/01/26 65,325.00 8.250 490.76 65,241.41 0.5 1 0.00
300602314 04/01/96 05/01/26 248,000.00 8.250 1,863.14 248,000.00 0.5 1 0.00
300602358 04/05/96 05/01/26 91,600.00 8.250 688.16 91,600.00 0.5 1 0.00
300602366 04/15/96 05/01/26 85,500.00 9.500 718.93 85,500.00 0.5 1 95,000.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
203301233 0.00 110,000.00 110,000.00 11.00 561.680 0 01/00/00
203301250 0.00 105,000.00 105,000.00 11.87 802.460 0 01/00/00
203301273 0.00 70,000.00 70,000.00 13.62 519.860 0 01/00/00
203301295 0.00 60,000.00 60,000.00 11.62 414.930 0 01/00/00
203301299 0.00 78,000.00 78,000.00 11.62 419.930 0 01/00/00
203301318 0.00 110,000.00 110,000.00 10.50 640.320 0 01/00/00
203301343 0.00 325,000.00 325,000.00 10.75 2,123.670 0 01/00/00
203301351 0.00 160,000.00 160,000.00 11.62 1,119.820 0 01/00/00
203301353 0.00 75,000.00 75,000.00 11.37 478.120 0 01/00/00
203301358 0.00 138,160.00 138,160.00 11.00 1,052.580 0 01/00/00
203301366 0.00 150,000.00 150,000.00 9.87 911.770 0 01/00/00
203301372 0.00 148,000.00 148,000.00 10.87 1,074.890 0 01/00/00
203301390 0.00 105,900.00 105,900.00 11.75 908.620 0 01/00/00
203301400 0.00 82,000.00 82,000.00 12.25 687.420 0 01/00/00
203301425 0.00 98,000.00 98,000.00 10.75 594.630 0 01/00/00
203301518 0.00 158,000.00 158,000.00 11.00 1,053.270 0 01/00/00
203301535 0.00 670,000.00 670,000.00 12.87 5,142.290 0 01/00/00
203301541 0.00 210,000.00 210,000.00 10.37 1,267.800 0 01/00/00
203301557 0.00 56,000.00 56,000.00 11.37 436.440 0 01/00/00
203301566 0.00 85,000.00 84,000.00 10.75 548.890 0 01/00/00
203301572 0.00 115,000.00 115,000.00 11.12 774.230 0 01/00/00
203301580 0.00 125,000.00 125,000.00 10.87 377.160 0 01/00/00
203301599 0.00 99,500.00 99,500.00 10.62 600.660 0 01/00/00
203301605 0.00 106,000.00 106,000.00 11.62 847.860 0 01/00/00
203301613 0.00 137,000.00 137,000.00 12.37 1,131.600 0 01/00/00
203301616 0.00 112,500.00 112,500.00 11.87 611.400 0 01/00/00
203301624 0.00 1,000,000.00 1,000,000.00 10.376,580.97 0 01/00/00
203301643 0.00 125,000.00 125,000.00 10.37 552.300 0 01/00/00
203301887 0.00 196,000.00 196,000.00 12.00 1,612.860 0 01/00/00
203301912 0.00 166,000.00 166,000.00 10.75 1,162.180 0 01/00/00
300602025 0.00 320,000.00 320,000.006-mo. LIBOR 9.501,886.51 0 09/01/96
300602028 0.00 76,000.00 76,000.006-mo. LIBOR 12.50494.68 0 10/01/96
300602103 0.00 200,000.00 200,000.006-mo. LIBOR 8.751,026.71 0 09/01/96
300602117 0.00 238,000.00 238,000.006-mo. LIBOR 8.501,376.51 0 10/01/96
300602120 0.00 125,000.00 125,000.006-mo. LIBOR 8.50728.65 0 09/01/96
300602138 0.00 124,000.00 124,000.006-mo. LIBOR 8.25698.68 0 09/01/96
300602161 0.00 185,000.00 185,000.006-mo. LIBOR 10.251,166.93 0 09/01/96
300602174 0.00 93,000.00 93,000.006-mo. LIBOR 10.75651.60 0 10/01/96
300602179 0.00 217,000.00 217,000.006-mo. LIBOR 9.251,606.69 0 09/01/96
300602189 0.00 225,000.00 225,000.006-mo. LIBOR 9.751,356.17 0 09/01/96
300602196 0.00 600,000.00 600,000.006-mo. LIBOR 7.752,866.65 0 09/01/96
300602215 0.00 93,000.00 93,000.006-mo. LIBOR 10.75651.60 0 10/01/96
300602220 0.00 93,000.00 93,000.006-mo. LIBOR 10.25625.63 0 11/01/96
300602223 0.00 93,000.00 93,000.006-mo. LIBOR 11.00664.65 0 10/01/96
300602242 0.00 156,000.00 156,000.006-mo. LIBOR 9.25962.63 0 10/01/96
300602274 0.00 252,000.00 252,000.006-mo. LIBOR 8.751,606.81 0 11/01/96
300602279 0.00 360,000.00 349,950.006-mo. LIBOR 9.132,866.23 0 10/01/96
300602304 0.00 130,000.00 130,000.006-mo. LIBOR 9.00784.61 0 10/01/96
300602308 0.00 100,500.00 100,500.006-mo. LIBOR 8.25490.66 0 10/01/96
300602314 0.00 392,200.00 392,200.006-mo. LIBOR 8.251,866.14 0 11/01/96
300602358 0.00 114,500.00 114,500.006-mo. LIBOR 8.25688.66 0 11/01/96
300602366 0.00 95,000.00 95,000.006-mo. LIBOR 9.50718.63 0 11/01/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
203301233 01/00/00 0.00 0.00 0.00 0.00Y 53.61D Full SPFC
203301250 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
203301273 01/00/00 0.00 0.00 0.00 0.00Y 64.28B Full SPFC
203301295 01/00/00 0.00 0.00 0.00 0.00Y 69.16B Full SPFC
203301299 01/00/00 0.00 0.00 0.00 0.00Y 53.84D Full SPFC
203301318 01/00/00 0.00 0.00 0.00 0.00Y 63.63B Full SPFC
203301343 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
203301351 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Stated SPFC
203301353 01/00/00 0.00 0.00 0.00 0.00Y 65.00B Full SPFC
203301358 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
203301366 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
203301372 01/00/00 0.00 0.00 0.00 0.00Y 77.02A- Full SPFC
203301390 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
203301400 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
203301425 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Stated SPFC
203301518 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full SPFC
203301535 01/00/00 0.00 0.00 0.00 0.00Y 70.00C Full SPFC
203301541 01/00/00 0.00 0.00 0.00 0.00Y 55.00A- Stated SPFC
203301557 01/00/00 0.00 0.00 0.00 0.00Y 79.46B Full SPFC
203301566 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Full SPFC
203301572 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
203301580 01/00/00 0.00 0.00 0.00 0.00Y 32.00A- Stated SPFC
203301599 01/00/00 0.00 0.00 0.00 0.00Y 65.32A- Full SPFC
203301605 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full SPFC
203301613 01/00/00 0.00 0.00 0.00 0.00Y 78.10B Full SPFC
203301616 01/00/00 0.00 0.00 0.00 0.00Y 53.33D Full SPFC
203301624 01/00/00 0.00 0.00 0.00 0.00Y 60.00A- Quick SPFC
203301643 01/00/00 0.00 0.00 0.00 0.00Y 48.80B Full SPFC
203301887 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
203301912 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
300602025 10/01/96 6.55 1.00 16.50 9.50Y 70.00A- Stated SPFC
300602028 11/01/96 8.00 1.00 19.50 12.50Y 61.00D Stated SPFC
300602103 10/01/96 5.80 1.00 15.75 8.75Y 65.00A- Stated SPFC
300602117 11/01/96 5.40 1.00 15.50 8.50N 75.00A- Lite SPFC
300602120 10/01/96 5.55 1.00 15.50 8.50Y 75.80A- Lite SPFC
300602138 10/01/96 5.30 1.00 15.25 8.25Y 75.00A- Stated SPFC
300602161 10/01/96 6.90 1.00 17.25 10.25Y 70.27B Stated SPFC
300602174 11/01/96 6.00 1.00 17.75 10.75N 75.00A Lite SPFC
300602179 10/01/96 5.25 1.00 16.25 9.25N 90.00A Full SPFC
300602189 10/01/96 6.40 1.00 16.75 9.75Y 70.00B Stated SPFC
300602196 10/01/96 4.90 1.00 14.75 7.75Y 66.66A- Stated SPFC
300602215 11/01/96 6.00 1.00 17.75 10.75N 75.00A Stated SPFC
300602220 12/01/96 6.25 1.00 17.25 10.25N 75.00A Lite SPFC
300602223 11/01/96 6.00 1.00 18.00 11.00N 75.00A Stated SPFC
300602242 11/01/96 5.40 1.00 16.25 9.25Y 75.00B Full SPFC
300602274 12/01/96 4.80 1.00 15.75 8.75Y 81.00A- Full SPFC
300602279 11/01/96 6.15 1.00 16.13 9.13N 80.00A- Full SPFC
300602304 11/01/96 5.90 1.00 16.00 9.00N 75.00A- Stated SPFC
300602308 11/01/96 5.40 1.00 15.25 8.25Y 65.00A- Full SPFC
300602314 12/01/96 5.40 1.00 15.25 8.25N 63.23A- Quick SPFC
300602358 12/01/96 4.90 1.00 15.25 8.25Y 80.00A Full SPFC
300602366 12/01/96 5.50 1.00 16.50 9.50N 90.00A Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
300602381 MILLER 820 11TH AVENUE SEASIDE OR 97138 NOO P SFR 360
300602386 BLELE 22950 NOTUS ROAD NOTUS ID 83656 OO R SFR 360
300602395 HUNT 1714 NE 55TH AVENUE PORTLAND OR 97213 OO P SFR 360
303201727 PRIEBE 19530-19536 NW MAHAMA PLACE PORTLAND OR 97229 OO R 2-4 FAMILY 180
303302937 ARMSTRONG 11912 243RD AVENUE COURT EAST BUCKLEY WA 98321 OO R SFR 360
303302980 MARTIN 7509 NE VANCOUVER MALL DRIVE VANCOUVER WA 98662 NOO R CONDO 360
303303267 GREEN 850 NW JAMES FRANK AVENUE SILETZ OR 97380 OO R SFR 360
303303850 WILSON 22896 SW WILLAMINA CREEK ROAD WILLAMINA OR 97396 OO R SFR 360
303303859 LANG 85680 SWEET CREEK ROAD MAPLETON OR 97453 OO R SFR 360
303303873 HOWELL 205 NE 199TH AVENUE PORTLAND OR 97230 OO R SFR 360
303303909 RENKERT 10422 365TH STREET COURT EAST EATONVILLE WA 98328 OO R SFR 360
303303920 WOODCOCK 2325 DAVIS ROAD SOUTH SALEM OR 97306 OO R SFR 360
303303954 HANCOCK 19417 NE ALDER RIDGE DRIVE YACOLT WA 98675 OO R SFR 360
303304017 STEADMAN 4814 233RD COURT EAST SPANAWAY WA 98387 OO R SFR 360
303304088 LEITZ 544 NE FRANKLIN AVENUE BEND OR 97701 OO R SFR 360
303304092 DIAL 8984 DEJONG ROAD AMITY OR 97101 OO R SFR 360
303304180 WEIL 1503-1517 NE SCHUYLER PORTLAND OR 97212 OO R SFR 360
303304258 ROSEN 213 SW 131ST STREET SEATTLE WA 98146 OO R SFR 360
303304302 DAVIS 3515 R STREET VANCOUVER WA 98663 OO R SFR 360
303304325 BALLOU 311 EAST SILVER STREET HAILEY ID 83333 OO R SFR 360
303304360 DEMENT 1415 NW 31ST STREET LINCOLN CITY OR 97367 2ND R CONDO 360
303304381 HERB 1282 WEST FOURTH STREET HALSEY OR 97348 OO R SFR 360
303304387 SANDAGE 30525 NW NOWAKOWSKI ROAD BUXTON OR 97109 OO R SFR 360
303304415 SWEARINGEN 9200 SMITH ROAD SOUTHEAST AUMSVILLE OR 97325 OO R SFR 360
303304430 RUIZ 29918 40TH AVENUE NW STANWOOD WA 98292 OO R SFR 360
303304438 COX 5035 MACLEAY ROAD SOUTHEAST SALEM OR 97301 OO P SFR 360
303304447 TORGESON 26940 S. BOLLAND ROAD PARCEL 2 CANBY OR 97013 NOO R SFR 360
303304451 TORGESON 26940 S. BOLLAND ROAD PARCEL #1 CANBY OR 97013 OO R SFR 360
303304457 SMITH 22510 SOUTH STORMER ROAD ESTACADA OR 97023 OO R SFR 360
303304469 VAUGHN 9517 SE 75TH AVENUE MILWAUKIE OR 97222 NOO R SFR 360
303304474 VAUGHN 5830 SE HOLGATE BOULEVARD PORTLAND OR 97206 NOO R SFR 360
303304476 RODMAN 180 NORTH 200 WEST IVINS UT 84738 OO R SFR 360
303304478 MURPHY 1041 SW VISTA AVENUE PORTLAND OR 97205 OO R SFR 360
303304485 DOUGLAS 4664 SW FIRWOOD ROAD LAKE OSWEGO OR 97035 OO R SFR 360
303304524 MOHR JR 394 OLD CORVALLIS ROAD HAMILTON MT 59840 OO R SFR 360
303304552 SWEET 7098 NW RHODA WAY CORVALLIS OR 97330 OO R SFR 360
303304575 CLINE SR. 3823 NE 45TH STREET REDMOND OR 97756 OO R SFR 360
303304602 YOUNG JR 6406 SE 45TH AVENUE PORTLAND OR 97206 NOO P SFR 360
303304639 NEWBERRY 1481 NW MILWAUKEE AVENUE BEND OR 97701 OO R SFR 360
303304641 SCOTT 20400 SE RIDGECREST DRIVE SANDY OR 97055 OO R SFR 360
303304668 NEWELL 8410 SW WEST PENINSULA DRIVE CROOKED RIVER RANCH OR 97760 OO R SFR 360
303304682 ANDERSON JR. 870 CRESCENT ROAD IMBLER OR 97841 OO R SFR 360
303304690 TURNER 3680 LATIMER ROAD TILLAMOOK OR 97141 OO R SFR 360
303304738 KJELDEN 190 NE 193RD AVENUE PORTLAND OR 97230 OO R SFR 360
303304759 GOLDSMITH 1303 NE 304TH AVENUE WASHOUGAL WA 98671 OO R SFR 360
303304772 KINDIG 2791 WARWICK STREET WEST LINN OR 97068 OO R SFR 360
303304777 MADISON 53581 BRIDGE DRIVE LA PINE OR 97739 NOO P SFR 180
303304786 ORR 52645 RANCH DRIVE LA PINE OR 97739 OO R SFR 360
303304798 SNYDER 9915 SE HARRISON STREET PORTLAND OR 97216 OO R SFR 360
303304816 DICK 10197 SW SILETZ DRIVE TUALATIN OR 97062 OO R SFR 360
303304825 TRYTHALL 5560 SW LOMA LINDA DRIVE REDMOND OR 97756 OO R SFR 360
303304827 YAPP 144 SW COAST STREET NEWPORT OR 97365 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
300602381 04/16/96 05/01/26 61,250.00 9.250 503.89 61,250.00 0.5 1 87,500.00
300602386 04/12/96 05/01/26 122,625.00 9.250 1,008.81 122,625.00 0.5 1 0.00
300602395 04/16/96 05/01/26 105,000.00 9.750 902.11 105,000.00 0.5 1 150,000.00
303201727 04/18/96 05/01/11 40,000.00 13.750 525.99 40,000.00 0.5 2 0.00
303302937 02/20/96 03/01/26 49,000.00 11.000 466.64 48,982.53 0.5 1 0.00
303302980 03/01/96 04/01/26 65,100.00 10.500 595.50 65,100.00
303303267 03/14/96 04/01/26 86,250.00 10.500 788.96 86,250.00
303303850 02/23/96 03/01/26 128,000.00 11.250 1,243.21 127,596.20 0.5 1 0.00
303303859 02/07/96 03/01/26 63,960.00 11.490 632.90 63,918.84 0.5 1 0.00
303303873 03/15/96 04/01/26 40,000.00 10.875 377.16 39,925.36 0.5 1 0.00
303303909 02/01/96 03/01/26 45,000.00 11.000 428.55 44,967.75 0.5 1 0.00
303303920 02/20/96 03/01/26 46,900.00 10.500 429.01 46,810.38
303303954 02/02/96 03/01/26 53,900.00 13.490 616.95 53,877.83 0.5 1 0.00
303304017 02/06/96 03/01/26 55,200.00 10.750 515.28 55,158.25 0.5 1 0.00
303304088 02/02/96 03/01/26 52,900.00 11.000 503.78 52,862.10 0.5 1 0.00
303304092 02/22/96 03/01/26 85,674.00 10.500 783.69 85,615.78
303304180 03/01/96 04/01/26 392,000.00 11.000 3,733.11 391,860.22 0.5 1 0.00
303304258 03/12/96 04/01/26 89,250.00 10.750 833.13 89,250.00 0.5 1 0.00
303304302 04/04/96 05/01/26 59,850.00 13.375 679.65 59,850.00 0.5 1 0.00
303304325 02/09/96 03/01/26 120,000.00 9.500 1,009.03 119,840.50 0.5 1
303304360 02/02/96 03/01/26 77,000.00 11.490 761.94 76,623.48 0.5 1 0.00
303304381 03/21/96 04/01/26 78,000.00 10.000 684.51 77,965.49 0.5 1 0.00
303304387 02/13/96 03/01/26 95,000.00 10.125 842.48 94,802.29 0.5 1 0.00
303304415 03/05/96 04/01/26 62,000.00 11.500 613.98 62,000.00 0.5 1 0.00
303304430 02/20/96 03/01/26 117,750.00 9.990 1,032.47 117,645.16 0.5 1 0.00
303304438 02/29/96 03/01/26 89,000.00 10.375 805.81 88,927.03 0.5 1 0.00
303304447 02/07/96 03/01/26 147,700.00 10.725 1,375.98 147,587.68 0.5 1 0.00
303304451 02/07/96 03/01/26 146,300.00 11.625 1,462.77 146,254.51 0.5 1 0.00
303304457 02/12/96 03/01/26 206,500.00 10.500 1,888.94 206,406.88
303304469 02/22/96 03/01/26 57,000.00 11.630 570.13 56,734.23 0.5 1 0.00
303304474 02/22/96 03/01/26 49,000.00 11.630 490.11 48,332.19 0.5 1 0.00
303304476 02/02/96 03/01/26 99,000.00 10.250 887.14 98,958.49 0.5 1 0.00
303304478 03/21/96 04/01/26 469,000.00 10.750 4,378.03 468,823.43 0.5 1 0.00
303304485 02/12/96 03/01/26 161,500.00 10.000 1,417.28 161,356.51 0.5 1 0.00
303304524 02/13/96 03/01/26 100,000.00 11.250 971.26 99,917.68 0.5 1 0.00
303304552 03/06/96 04/01/26 129,350.00 11.000 1,231.83 129,303.88 0.5 1 0.00
303304575 03/13/96 04/01/26 43,875.00 11.750 442.88 43,875.00 0.5 1 0.00
303304602 03/11/96 04/01/26 69,300.00 10.375 627.45 69,300.00 0.5 1 92,450.00
303304639 03/08/96 04/01/26 75,520.00 10.875 712.07 75,492.33 0.5 1 0.00
303304641 02/22/96 03/01/26 126,000.00 10.000 1,105.74 125,944.26 0.5 1 0.00
303304668 02/21/96 03/01/26 44,220.00 10.000 388.06 44,180.72 0.5 1 0.00
303304682 02/23/96 03/01/26 37,500.00 11.000 357.12 37,483.75 0.5 1 0.00
303304690 03/21/96 04/01/26 112,800.00 10.625 1,042.38 112,800.00 0.5 1 0.00
303304738 03/07/96 04/01/26 64,350.00 10.000 564.72 64,321.53 0.5 1 0.00
303304759 03/14/96 04/01/26 50,000.00 9.750 429.58 50,000.00 0.5 1 0.00
303304772 03/18/96 04/01/26 111,000.00 10.250 994.67 111,000.00 0.5 1 0.00
303304777 03/05/96 04/01/11 49,000.00 10.250 534.08 48,883.54 0.5 1 70,000.00
303304786 03/04/96 04/01/26 56,000.00 10.750 522.75 55,978.92 0.5 1 0.00
303304798 03/05/96 04/01/26 87,000.00 11.750 878.19 87,000.00 0.5 1 0.00
303304816 03/08/96 04/01/26 100,000.00 10.375 905.41 99,959.17 0.5 1 0.00
303304825 03/05/96 04/01/26 30,000.00 10.500 274.42 29,988.08
303304827 03/07/96 04/01/26 97,500.00 10.000 855.63 97,312.50 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C>
300602381 0.00 88,000.00 87,500.006-mo. LIB 9.25503.69 0 11/01/96
300602386 0.00 163,500.00 163,500.006-mo. LIB 9.251,006.81 0 11/01/96
300602395 0.00 150,000.00 150,000.006-mo. LIB 9.75902.61 0 11/01/96
303201727 175,000.00 250,000.00 250,000.00 13.75 525.990 0 01/00/00
303302937 0.00 80,000.00 80,000.00 11.00 466.640 0 01/00/00
303302980 0.00 93,000.00 93,000.00 10.50 595.500 0 01/00/00
303303267 0.00 115,000.00 115,000.00 10.50 788.960 0 01/00/00
303303850 0.00 160,000.00 160,000.00 11.25 1,243.210 0 01/00/00
303303859 0.00 156,000.00 156,000.00 11.49 632.900 0 01/00/00
303303873 0.00 98,000.00 98,000.00 10.87 377.160 0 01/00/00
303303909 0.00 83,000.00 83,000.00 11.00 428.550 0 01/00/00
303303920 0.00 67,000.00 67,000.00 10.50 429.010 0 01/00/00
303303954 0.00 98,000.00 98,000.00 13.49 616.950 0 01/00/00
303304017 0.00 69,000.00 69,000.00 10.75 515.280 0 01/00/00
303304088 0.00 115,000.00 115,000.00 11.00 503.780 0 01/00/00
303304092 0.00 108,000.00 108,000.00 10.50 783.690 0 01/00/00
303304180 0.00 700,000.00 700,000.00 11.00 3,733.110 0 01/00/00
303304258 0.00 105,000.00 105,000.00 10.75 833.130 0 01/00/00
303304302 0.00 95,000.00 95,000.00 13.37 679.650 0 01/00/00
303304325 0.00 200,000.00 200,000.00 9.50 1,009.030 0 01/00/00
303304360 0.00 110,000.00 110,000.00 11.49 761.940 0 01/00/00
303304381 0.00 104,000.00 104,000.00 10.00 684.510 0 01/00/00
303304387 0.00 142,200.00 142,200.00 10.12 842.480 0 01/00/00
303304415 0.00 110,000.00 110,000.00 11.50 613.980 0 01/00/00
303304430 0.00 157,000.00 157,000.00 9.99 1,032.470 0 01/00/00
303304438 0.00 164,000.00 164,000.00 10.37 805.810 0 01/00/00
303304447 0.00 211,000.00 211,000.00 10.72 1,375.980 0 01/00/00
303304451 0.00 209,000.00 209,000.00 11.62 1,462.770 0 01/00/00
303304457 0.00 295,000.00 295,000.00 10.50 1,888.940 0 01/00/00
303304469 0.00 76,000.00 76,000.00 11.63 570.130 0 01/00/00
303304474 0.00 66,000.00 66,000.00 11.63 490.110 0 01/00/00
303304476 0.00 110,000.00 110,000.00 10.25 887.140 0 01/00/00
303304478 0.00 700,000.00 700,000.00 10.75 4,378.030 0 01/00/00
303304485 0.00 190,000.00 190,000.00 10.00 1,417.280 0 01/00/00
303304524 0.00 170,000.00 170,000.00 11.25 971.260 0 01/00/00
303304552 0.00 199,000.00 199,000.00 11.00 1,231.830 0 01/00/00
303304575 0.00 67,500.00 67,500.00 11.75 442.880 0 01/00/00
303304602 0.00 100,000.00 92,450.00 10.37 627.450 0 01/00/00
303304639 0.00 130,900.00 130,900.00 10.87 712.070 0 01/00/00
303304641 0.00 180,000.00 180,000.00 10.00 1,105.740 0 01/00/00
303304668 0.00 66,000.00 66,000.00 10.00 388.060 0 01/00/00
303304682 0.00 55,000.00 55,000.00 11.00 357.120 0 01/00/00
303304690 0.00 141,000.00 141,000.00 10.62 1,042.380 0 01/00/00
303304738 0.00 99,000.00 99,000.00 10.00 564.720 0 01/00/00
303304759 0.00 119,000.00 119,000.00 9.75 429.580 0 01/00/00
303304772 0.00 137,100.00 137,100.00 10.25 994.670 0 01/00/00
303304777 0.00 72,000.00 70,000.00 10.25 534.080 0 01/00/00
303304786 0.00 80,000.00 80,000.00 10.75 522.750 0 01/00/00
303304798 0.00 116,000.00 116,000.00 11.75 878.190 0 01/00/00
303304816 0.00 168,000.00 168,000.00 10.37 905.410 0 01/00/00
303304825 0.00 50,000.00 50,000.00 10.50 274.420 0 01/00/00
303304827 0.00 190,000.00 190,000.00 10.00 855.630 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
300602381 12/01/96 6.40 1.00 16.25 9.25N 70.00A- Stated SPFC
300602386 12/01/96 5.65 1.00 16.25 9.25Y 75.00A- Stated SPFC
300602395 12/01/96 5.90 1.00 16.75 9.75N 70.00C Stated SPFC
303201727 01/00/00 0.00 0.00 0.00 0.00Y 16.00A Alt SPFC
303302937 01/00/00 0.00 0.00 0.00 0.00Y 61.25C Stated SPFC
303302980 01/00/00 0.00 0.00 0.00 0.00N 70.00A Stated SPFC
303303267 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
303303850 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Lite SPFC
303303859 01/00/00 0.00 0.00 0.00 0.00Y 41.00C Stated SPFC
303303873 01/00/00 0.00 0.00 0.00 0.00Y 40.81C Stated SPFC
303303909 01/00/00 0.00 0.00 0.00 0.00Y 54.21B Stated SPFC
303303920 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
303303954 01/00/00 0.00 0.00 0.00 0.00Y 55.00D Alt SPFC
303304017 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
303304088 01/00/00 0.00 0.00 0.00 0.00Y 46.00D Stated SPFC
303304092 01/00/00 0.00 0.00 0.00 0.00Y 79.32B Alt SPFC
303304180 01/00/00 0.00 0.00 0.00 0.00Y 56.00B Stated SPFC
303304258 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
303304302 01/00/00 0.00 0.00 0.00 0.00Y 63.00D Full SPFC
303304325 01/00/00 0.00 0.00 0.00 0.00Y 60.00A- Stated SPFC
303304360 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
303304381 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Alt SPFC
303304387 01/00/00 0.00 0.00 0.00 0.00Y 66.80B Full SPFC
303304415 01/00/00 0.00 0.00 0.00 0.00Y 56.36D Full SPFC
303304430 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
303304438 01/00/00 0.00 0.00 0.00 0.00N 54.26C Full SPFC
303304447 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Stated SPFC
303304451 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Stated SPFC
303304457 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
303304469 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
303304474 01/00/00 0.00 0.00 0.00 0.00Y 74.24A- Full SPFC
303304476 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full SPFC
303304478 01/00/00 0.00 0.00 0.00 0.00Y 67.00A- Stated SPFC
303304485 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
303304524 01/00/00 0.00 0.00 0.00 0.00Y 58.82B Stated SPFC
303304552 01/00/00 0.00 0.00 0.00 0.00Y 65.00C Stated SPFC
303304575 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full SPFC
303304602 01/00/00 0.00 0.00 0.00 0.00N 74.95A- Full SPFC
303304639 01/00/00 0.00 0.00 0.00 0.00Y 57.69C Full SPFC
303304641 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
303304668 01/00/00 0.00 0.00 0.00 0.00Y 67.00A- Full SPFC
303304682 01/00/00 0.00 0.00 0.00 0.00Y 68.18A- Full SPFC
303304690 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
303304738 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Stated SPFC
303304759 01/00/00 0.00 0.00 0.00 0.00N 42.01A- Full SPFC
303304772 01/00/00 0.00 0.00 0.00 0.00Y 80.96A- Full SPFC
303304777 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
303304786 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
303304798 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full SPFC
303304816 01/00/00 0.00 0.00 0.00 0.00Y 59.52C Full SPFC
303304825 01/00/00 0.00 0.00 0.00 0.00Y 60.00A- Stated SPFC
303304827 01/00/00 0.00 0.00 0.00 0.00Y 51.31A- Stated SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
303304843 COX 35680 SE SQUAW MOUNTAIN ROAD ESTACADA OR 97023 OO R SFR 360
303304853 CROSSLAND 2170 ROADWAY PRINEVILLE OR 97754 OO R SFR 180
303304860 PETROFF 53429 POLE PINE ROAD LA PINE OR 97739 NOO R SFR 180
303304863 PETROFF 15919 LESLIE DRIVE LA PINE OR 97739 NOO P SFR 180
303304865 CONDE 1234 NE LENORE STREET PORTLAND OR 97211 OO R SFR 360
303304869 COGBURN 225 NORTH 10TH STREET COTTAGE GROVE OR 97424 OO R SFR 360
303304886 BASARGIN 13525 MOLLALA ROAD NE WOODBURN OR 97071 OO R SFR 360
303304903 KENNEDY 9803 NE 114TH AVENUE VANCOUVER WA 98662 OO R SFR 180
303304919 DAVISON 735 CONIFER PLACE DAYTON OR 97114 NOO R SFR 360
303304950 MOULTON 2689 NW 35TH STREET REDMOND OR 97756 OO R SFR 360
303304953 JOHNSON 60930 LODGEPOLE DRIVE BEND OR 97702 OO R SFR 180
303304958 MANDT 61124 CHUCKANUT DRIVE BEND OR 97702 OO R SFR 180
303304996 DIFILIPPO 192 TAYLOR ROAD WASHOUGAL WA 98671 OO R SFR 360
303305009 GILBERT 789 OCEAN VIEW DRIVE YACHATS OR 97498 NOO R SFR 360
303305028 TITTLE 15207 & 15357 UNION SCHOOL ROAD NE WOODBURN OR 97071 OO R SFR 360
303305037 DYRUD 1504 & 1506 DAWSON AVENUE MC CALL ID 83638 OO R SFR 360
303305043 DEBEAUMONT 61266 PARRELL ROAD BEND OR 97702 NOO R SFR 360
303305049 JAMES 1006 12TH AVENUE SW ALBANY OR 97321 NOO R SFR 360
303305054 PECK 16239 NORTH MIDLAND BLVD NAMPA ID 83687 OO P SFR 360
303305060 WRAY 575 TUMBLEWEED TRAIL JACKSONVILLE OR 97530 OO P SFR 360
303305071 THOMPSON 260 KINNEY AVENUE DETROIT OR 97342 OO R SFR 180
303305077 DEEN 1275 WEST 1ST STREET ARLINGTON OR 97812 OO R SFR 180
303305112 SHEFFIELD 32882 MOUNT TOM ROAD HARRISBURG OR 97446 OO R SFR 180
303305128 MAUL 19218 BAKER ROAD BEND OR 97702 OO R SFR 360
303305158 ERVIG 333 KING ROAD SILVER LAKE WA 98645 OO R SFR 360
303305199 JACOBSEN 15917 S BEAVER GLEN DRIVE OREGON CITY OR 97045 NOO R SFR 360
303305202 PEEBLES 4619 TARGHEE PLACE CHUBBUCK ID 83202 OO R SFR 360
303305210 MENEFEE 5245 SE OAKLAND AVENUE MILWAUKIE OR 97267 OO R SFR 360
303305219 OCEAN 1270 COOLEY ROAD WOODBURN OR 97071 OO R SFR 360
303305231 LANGAN 85275 MCBETH ROAD EUGENE OR 97405 OO R SFR 360
303305250 PETZ 1315 SE 17TH AVENUE PORTLAND OR 97214 NOO R 2-4 FAMILY 360
303305255 BENNETT 4192 NE 45TH STREET REDMOND OR 97756 OO R PUD 360
303305261 MCCONNELL 16974 CAGLE ROAD LAPINE OR 97739 OO R SFR 360
303305263 WHITSON 13650 WISTERIA DRIVE NE AURORA OR 97002 OO R SFR 360
303305271 COVACI 4225 SE 63RD AVENUE PORTLAND OR 97206 OO R SFR 360
303305337 CAMPBELL 58 NE COOK STREET PORTLAND OR 97212 OO R SFR 180
303305377 DITTO 1646 N. GARFIELD AVENUE POCATELLO ID 83204 OO R SFR 360
303305397 TIMMONS 3464 SALISH TRAIL STEVENSVILLE MT 59870 OO R SFR 360
303305440 TOUGH 1155 SOUTH BAY ROAD TOLEDO OR 97391 OO R SFR 360
303305462 FINN 23522 & 23532 SOUTH SCHIEFFER ROAD COLTON OR 97017 OO R SFR 360
303305514 HUNTER 1671 GLACIER AVENUE POCATELLO ID 83201 OO P SFR 360
303305558 LEWIS 7135 NORTH COLUMBIA BLVD PORTLAND OR 97203 OO R SFR 360
303305576 JENNESS 81680 LOST CREEK ROAD DEXTER OR 97431 NOO R SFR 360
303305587 BACON 4405 NE 75TH AVENUE PORTLAND OR 97218 OO R SFR 360
303305666 MONICAL 13445 S. SHUMWAY ROAD POWELL BUTTE OR 97753 OO R SFR 180
303305677 GILLASPIE 6404 NORTH BOSTON AVENUE PORTLAND OR 97217 OO R SFR 360
303305704 GERBEL 1670 S.E. MAIN ST. ROSEBURG OR 97470 OO R SFR 180
303305713 SUTTON 58727 EAST SLEEPY HOLLOW DRIVE SANDY OR 97055 OO R SFR 180
303305829 HARTFORD 14732 S. BLUEGRASS LANE SISTERS OR 97759 OO R PUD 360
303305851 BRAGG 281 OREGON AVENUE CRESWELL OR 97426 NOO P SFR 360
303305874 LITTLEJOHN JR. 70025 NICOLAI ROAD RAINIER OR 97048 OO R SFR 360
500600431 PRICE 1252 SANTA TERESITA DRIVE SANTA BARBARA CA 93105 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
303304843 03/15/96 04/01/26 108,750.00 10.880 1,025.80 108,710.20 0.5 1 0.00
303304853 03/19/96 04/01/11 34,450.00 11.260 397.20 34,376.06 0.5 1 0.00
303304860 03/18/96 04/01/11 33,630.00 10.380 369.25 33,551.65 0.5 1 0.00
303304863 03/18/96 04/01/11 22,200.00 10.380 243.75 22,148.28 0.5 1 0.00
303304865 04/01/96 05/01/26 67,915.00 10.375 614.91 67,915.00 0.5 1 0.00
303304869 04/02/96 05/01/26 56,250.00 10.625 519.80 56,250.00 0.5 1 0.00
303304886 04/09/96 05/01/26 300,000.00 11.375 2,942.30 300,000.00 0.5 1 0.00
303304903 03/08/96 04/01/11 60,000.00 9.130 613.21 60,000.00 0.5 1 0.00
303304919 03/11/96 04/01/26 60,000.00 10.750 560.09 60,000.00 0.5 1 0.00
303304950 03/13/96 04/01/26 70,200.00 10.250 629.06 70,170.57 0.5 1
303304953 04/01/96 05/01/11 35,000.00 9.750 370.78 35,000.00 0.5 1 0.00
303304958 03/13/96 04/01/11 40,000.00 9.125 408.69 39,895.48 0.5 1 0.00
303304996 03/19/96 04/01/26 58,500.00 9.625 497.24 58,500.00 0.5 1 0.00
303305009 03/15/96 04/01/26 143,000.00 11.000 1,361.82 143,000.00 0.5 1 0.00
303305028 04/16/96 05/01/26 260,000.00 10.375 2,354.06 260,000.00 0.5 1 0.00
303305037 03/20/96 04/01/26 105,000.00 11.625 1,049.83 105,000.00 0.5 1 0.00
303305043 03/20/96 04/01/26 59,500.00 10.500 544.27 59,476.36
303305049 04/01/96 05/01/26 60,000.00 11.375 588.46 60,000.00 0.5 1 0.00
303305054 03/19/96 04/01/26 56,000.00 11.375 549.23 55,981.14 0.5 1 70,000.00
303305060 03/27/96 04/01/26 56,000.00 9.875 486.28 55,960.83 0.5 1 80,000.00
303305071 04/03/96 05/01/11 55,250.00 9.375 572.77 55,250.00 0.5 1 0.00
303305077 04/04/96 05/01/11 52,500.00 10.125 568.19 52,500.00 0.5 1 0.00
303305112 04/09/96 05/01/11 42,550.00 9.500 444.32 42,550.00 0.5 1 0.00
303305128 04/01/96 05/01/26 85,000.00 10.375 769.60 85,000.00 0.5 1 0.00
303305158 04/12/96 05/01/26 43,400.00 10.125 384.88 43,400.00 0.5 1 0.00
303305199 03/26/96 04/01/26 156,000.00 11.625 1,559.75 156,000.00 0.5 1 0.00
303305202 03/27/96 04/01/26 56,800.00 12.375 600.70 56,785.05 0.5 1 0.00
303305210 04/02/96 05/01/26 70,000.00 11.250 679.88 70,000.00 0.5 1 0.00
303305219 04/01/96 05/01/26 116,250.00 10.500 1,063.38 116,250.00
303305231 04/22/96 05/01/26 45,600.00 10.625 421.39 45,600.00 0.5 1 0.00
303305250 04/10/96 05/01/26 106,400.00 11.750 1,074.01 106,400.00 0.5 1 0.00
303305255 04/11/96 05/01/26 49,400.00 11.125 475.12 49,400.00 0.5 1 0.00
303305261 04/24/96 05/01/26 29,900.00 11.625 298.95 29,900.00 0.5 1 0.00
303305263 04/03/96 05/01/26 54,750.00 10.000 480.47 54,750.00 0.5 1 0.00
303305271 05/01/96 06/01/26 126,000.00 9.875 1,094.12 126,000.00 0.5 1 0.00
303305337 04/09/96 05/01/11 60,000.00 10.500 663.24 60,000.00
303305377 04/10/96 05/01/26 33,600.00 12.375 355.34 33,600.00 0.5 1 0.00
303305397 04/08/96 05/01/26 106,000.00 11.875 1,080.14 106,000.00 0.5 1 0.00
303305440 04/03/96 05/01/26 105,900.00 13.625 1,223.41 105,900.00 0.5 1 0.00
303305462 04/24/96 05/01/26 130,200.00 11.625 1,301.79 130,200.00 0.5 1 0.00
303305514 04/10/96 05/01/26 65,000.00 11.375 637.50 65,000.00 0.5 1 0.00
303305558 05/01/96 06/01/26 77,280.00 13.125 862.43 77,280.00 0.5 1 0.00
303305576 04/25/96 05/01/26 81,400.00 10.875 767.51 81,400.00 0.5 1 0.00
303305587 04/19/96 05/01/26 94,400.00 11.875 961.94 94,400.00 0.5 1 0.00
303305666 04/23/96 05/01/11 30,000.00 10.750 280.04 30,000.00 0.5 1 0.00
303305677 04/22/96 05/01/26 75,000.00 11.500 742.72 75,000.00 0.5 1 0.00
303305704 04/23/96 05/01/11 55,250.00 10.250 602.20 55,250.00 0.5 1 0.00
303305713 04/19/96 05/01/11 42,000.00 10.250 457.78 42,000.00 0.5 1 0.00
303305829 04/25/96 05/01/26 49,000.00 11.625 489.92 49,000.00 0.5 1 0.00
303305851 05/02/96 06/01/26 40,000.00 10.625 369.64 40,000.00 0.5 1 116,000.00
303305874 04/27/96 05/01/26 97,500.00 11.875 993.53 97,500.00 0.5 1 0.00
500600431 02/23/96 03/01/26 570,000.00 9.250 4,689.25 569,704.50 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
303304843 0.00 145,000.00 145,000.00 10.88 1,025.800 0 01/00/00
303304853 0.00 53,000.00 53,000.00 11.26 397.200 0 01/00/00
303304860 0.00 57,000.00 57,000.00 10.38 369.250 0 01/00/00
303304863 0.00 37,000.00 37,000.00 10.38 243.750 0 01/00/00
303304865 0.00 79,900.00 79,900.00 10.37 614.910 0 01/00/00
303304869 0.00 75,000.00 75,000.00 10.62 519.800 0 01/00/00
303304886 0.00 479,000.00 479,000.00 11.37 2,942.300 0 01/00/00
303304903 0.00 111,000.00 111,000.00 9.13 613.210 0 01/00/00
303304919 0.00 114,800.00 114,800.00 10.75 560.090 0 01/00/00
303304950 0.00 108,000.00 108,000.00 10.25 629.060 0 01/00/00
303304953 0.00 50,000.00 50,000.00 9.75 370.780 0 01/00/00
303304958 0.00 60,000.00 60,000.00 9.12 408.690 0 01/00/00
303304996 0.00 90,000.00 90,000.00 9.62 497.240 0 01/00/00
303305009 0.00 212,000.00 212,000.00 11.00 1,361.820 0 01/00/00
303305028 0.00 488,000.00 488,000.00 10.37 2,354.060 0 01/00/00
303305037 0.00 150,000.00 150,000.00 11.62 1,049.830 0 01/00/00
303305043 0.00 85,000.00 85,000.00 10.50 544.270 0 01/00/00
303305049 0.00 80,500.00 80,500.00 11.37 588.460 0 01/00/00
303305054 0.00 85,000.00 70,000.00 11.37 549.230 0 01/00/00
303305060 0.00 82,000.00 80,000.00 9.87 486.280 0 01/00/00
303305071 0.00 85,000.00 85,000.00 9.37 572.770 0 01/00/00
303305077 0.00 70,000.00 70,000.00 10.12 568.190 0 01/00/00
303305112 0.00 115,000.00 115,000.00 9.50 444.320 0 01/00/00
303305128 0.00 100,000.00 100,000.00 10.37 769.600 0 01/00/00
303305158 0.00 62,000.00 62,000.00 10.12 384.880 0 01/00/00
303305199 0.00 240,000.00 240,000.00 11.62 1,559.750 0 01/00/00
303305202 0.00 71,000.00 71,000.00 12.37 600.700 0 01/00/00
303305210 0.00 166,000.00 166,000.00 11.25 679.880 0 01/00/00
303305219 0.00 155,000.00 155,000.00 10.50 1,063.380 0 01/00/00
303305231 0.00 93,000.00 93,000.00 10.62 421.390 0 01/00/00
303305250 0.00 152,000.00 152,000.00 11.75 1,074.010 0 01/00/00
303305255 0.00 76,000.00 76,000.00 11.12 475.120 0 01/00/00
303305261 0.00 46,000.00 46,000.00 11.62 298.950 0 01/00/00
303305263 0.00 73,000.00 73,000.00 10.00 480.470 0 01/00/00
303305271 0.00 180,000.00 180,000.00 9.87 1,094.120 0 01/00/00
303305337 0.00 75,000.00 75,000.00 10.50 663.240 0 01/00/00
303305377 0.00 42,000.00 42,000.00 12.37 355.340 0 01/00/00
303305397 0.00 395,000.00 395,000.00 11.87 1,080.140 0 01/00/00
303305440 0.00 161,000.00 161,000.00 13.62 1,223.410 0 01/00/00
303305462 0.00 186,000.00 186,000.00 11.62 1,301.790 0 01/00/00
303305514 0.00 99,500.00 99,500.00 11.37 637.500 0 01/00/00
303305558 0.00 112,000.00 112,000.00 13.12 862.430 0 01/00/00
303305576 0.00 148,000.00 148,000.00 10.87 767.510 0 01/00/00
303305587 0.00 118,000.00 118,000.00 11.87 961.940 0 01/00/00
303305666 0.00 65,000.00 65,000.00 10.75 280.040 0 01/00/00
303305677 0.00 95,000.00 95,000.00 11.50 742.720 0 01/00/00
303305704 0.00 65,000.00 65,000.00 10.25 602.200 0 01/00/00
303305713 0.00 87,000.00 87,000.00 10.25 457.780 0 01/00/00
303305829 0.00 71,000.00 71,000.00 11.62 489.920 0 01/00/00
303305851 0.00 122,000.00 116,000.00 10.62 369.640 0 01/00/00
303305874 0.00 130,000.00 130,000.00 11.87 993.530 0 01/00/00
500600431 0.00 760,000.00 760,000.006-mo. LIB 9.254,686.25 0 09/01/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
303304843 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
303304853 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Stated SPFC
303304860 01/00/00 0.00 0.00 0.00 0.00Y 59.00A- Stated SPFC
303304863 01/00/00 0.00 0.00 0.00 0.00N 60.00A- Stated SPFC
303304865 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
303304869 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
303304886 01/00/00 0.00 0.00 0.00 0.00Y 62.63A- Quick SPFC
303304903 01/00/00 0.00 0.00 0.00 0.00Y 54.05A- Full SPFC
303304919 01/00/00 0.00 0.00 0.00 0.00Y 52.26A- Stated SPFC
303304950 01/00/00 0.00 0.00 0.00 0.00N 65.00A- Stated SPFC
303304953 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Alt SPFC
303304958 01/00/00 0.00 0.00 0.00 0.00Y 66.66A- Full SPFC
303304996 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Full SPFC
303305009 01/00/00 0.00 0.00 0.00 0.00Y 67.45A- Stated SPFC
303305028 01/00/00 0.00 0.00 0.00 0.00Y 53.27A- Stated SPFC
303305037 01/00/00 0.00 0.00 0.00 0.00Y 70.00C Full SPFC
303305043 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
303305049 01/00/00 0.00 0.00 0.00 0.00N 74.53A Lite SPFC
303305054 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
303305060 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Full SPFC
303305071 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Stated SPFC
303305077 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
303305112 01/00/00 0.00 0.00 0.00 0.00Y 37.00A- Quick SPFC
303305128 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
303305158 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
303305199 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Stated SPFC
303305202 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
303305210 01/00/00 0.00 0.00 0.00 0.00Y 42.16C Alt SPFC
303305219 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Lite SPFC
303305231 01/00/00 0.00 0.00 0.00 0.00Y 49.03A- Quick SPFC
303305250 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Stated SPFC
303305255 01/00/00 0.00 0.00 0.00 0.00Y 65.00B Stated SPFC
303305261 01/00/00 0.00 0.00 0.00 0.00Y 65.00B Stated SPFC
303305263 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
303305271 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
303305337 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
303305377 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full SPFC
303305397 01/00/00 0.00 0.00 0.00 0.00Y 26.83D Full SPFC
303305440 01/00/00 0.00 0.00 0.00 0.00Y 65.77D Full SPFC
303305462 01/00/00 0.00 0.00 0.00 0.00Y 70.00C Lite SPFC
303305514 01/00/00 0.00 0.00 0.00 0.00N 65.32A- Full SPFC
303305558 01/00/00 0.00 0.00 0.00 0.00Y 69.00C Full SPFC
303305576 01/00/00 0.00 0.00 0.00 0.00Y 55.00A- Quick SPFC
303305587 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
303305666 01/00/00 0.00 0.00 0.00 0.00Y 46.15B Quick SPFC
303305677 01/00/00 0.00 0.00 0.00 0.00Y 78.94B Full SPFC
303305704 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
303305713 01/00/00 0.00 0.00 0.00 0.00Y 48.27A- Quick SPFC
303305829 01/00/00 0.00 0.00 0.00 0.00Y 69.01A- Full SPFC
303305851 01/00/00 0.00 0.00 0.00 0.00N 34.48A- Quick SPFC
303305874 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
500600431 10/01/96 6.30 1.00 16.25 9.25Y 75.00A- Lite SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500600466 RODRIGUEZ 9001 SATINWOOD AVENUE CALIFORNIA CITY CA 93505 NOO P SFR 360
500600500 STEIN 20440 ROCA CHICA DRIVE MALIBU CA 90265 OO P SFR 360
500600530 MCCULLOUGH 12756 BYRON AVENUE GRANADA HILLS AREA CA 91344 OO P SFR 360
500600543 BARNES 1132 NORTH MARYLAND AVENUE GLENDALE CA 91207 NOO R 2-4 FAMILY 360
500600553 COONEY 6112 POPPY PEAK DRIVE LOS ANGELES CA 90042 NOO R SFR 360
500600557 HEATH 324 WEST MISSION STREET SANTA BARBARA CA 93101 OO P SFR 360
500600566 NOMURA 2570 CALLE GALICIA SANTA BARBARA CA 93109 OO P SFR 360
500600573 FOWLER 2653 BOLKER WAY PORT HUENEME CA 93041 NOO P SFR 360
500600577 FOWLER 2091 CIPRIAN AVENUE CAMARILLO CA 93010 NOO P SFR 360
500600583 SAFARIANS 272 MESA LILA ROAD GLENDALE CA 91208 OO P SFR 360
500600585 SOLIS 27464 CALLE HABERIO SUN CITY CA 92585 OO R SFR 360
500600618 NELSON 5807 FLEET COURT ROCKLIN CA 95765 OO R SFR 360
500600627 ESCOBAR 3447 CITY TERRACE DRIVE LOS ANGELES CA 90063 NOO R SFR 360
500600654 GREEN 11304 BROADVIEW DRIVE MOORPARK CA 93021 OO P SFR 360
500600659 DER-ABRAMIANS 543 & 545 GENEVA STREET GLENDALE CA 91206 OO P 2-4 FAMILY 360
500600679 HATCHER 1239 TICO ROAD OJAI AREA CA 93023 OO R SFR 360
500600712 MATEVOSYAN 4341 AMBROSE AVENUE LOS ANGELES CA 90027 OO R SFR 360
503200263 ROBINSON 540-542 WEST KELSO STREET INGLEWOOD CA 90301 OO R 2-4 FAMILY 180
503200273 JABBOUR 4548 VALLEY SPRING DRIVE THOUSAND OAKS CA 91362 OO R PUD 180
503300447 CHO 106 EAST TULIP MCALLEN TX 78504 OO R SFR 360
503300474 ALCAREZ 13501 LAZARD STREET SYLMAR AREA CA 91342 OO R SFR 360
503300522 VUKMANOVICH 4604 CEDROS AVENUE SHERMAN OAKS AREA CA 91403 OO P SFR 360
503300550 COLEMAN 508 WEST 60TH STREET LOS ANGELES CA 90044 OO R SFR 360
503300555 GLANTZ 26665 SEAGULL DRIVE MALIBU CA 90265 OO R CONDO 360
503300559 GAUSS 1550 & 1560 NORTH ONTARE ROAD SANTA BARBARA AREA CA 93105 OO R SFR 360
503300586 MARSH 3017 SCOTLAND STREET LOS ANGELES CA 90039 OO R SFR 360
503300596 PARK 321 DEL NORTE ROAD OJAI CA 93023 OO R SFR 360
503300622 KROLL 1301 EAST MOUNTAIN DRIVE MONTECITO AREA CA 93108 OO P SFR 360
503300630 HIGHTOWER 528 BRINKERHOFF AVENUE SANTA BARBARA CA 93101 OO R SFR 360
503300727 GENTILE 15028 LODOSA DRIVE WHITTIER CA 90605 OO R SFR 360
600600854 WALTER SR. 2242 & 2244 DALE & 2919 JUNIPER STR SAN DIEGO CA 92104 OO R 2-4 FAMILY 360
600600956 RIEGEL 3721 STATE HIGHWAY 147 LAKE ALMANOR CA 96137 OO R SFR 360
600600994 SABASKO 912 MCARTHUR AVENUE RIGGINS ID 83549 OO P SFR 360
600600998 BLANKENZEE 2352 WEST 700 SOUTH SYRACUSE UT 84075 NOO P SFR 360
600601011 FLORES II 17218 SEAFORTH ST. HESPERIA CA 90248 OO R SFR 360
600601029 ROSS 112 FOOTHILL DRIVE HAILEY ID 83333 OO R SFR 360
600601031 LOMONACO 9105 PACK RIVER ROAD SANDPOINT ID 83864 OO R SFR 360
600601039 COHEN 26270 SUMMERHILL LANE LAGUNA HILLS CA 92653 OO P CONDO 360
600601059 WILLIAMS 10244 SOUTH 6TH AVENUE INGLEWOOD CA 90303 OO R SFR 360
600601065 SWAN 33115 SW WILDCAT MOUNTAIN ROAD EAGLE CREEK OR 97022 OO R SFR 360
600601071 DONOVAN 22861 ROLLING GLEN COURT MURRIETA CA 92562 OO R PUD 360
600601086 MCNEAL 10331 STONEHURST DRIVE ESCONDIDO CA 92026 OO R SFR 360
600601091 SPEAR 12937 CREE COURT POWAY CA 92064 OO R CONDO 360
600601092 SULLIVAN 2502 BALINTORE CT. HENDERSON NV 89015 OO R PUD 360
600601108 TURLEY 1250 SIERRA MADRE VILLA AVENUE PASADENA CA 91107 OO P SFR 360
600601124 SHELLEY MEADOW VALLEY RANCHOS#3 BLOCK 47 ELKO NV 89801 OO R SFR 360
600601127 SAFFER 3362-3366 HERMAN AVENUE SAN DIEGO CA 92104 NOO R 2-4 FAMILY 360
600601135 MC CLAURIN 3838 WEST 105TH STREET INGLEWOOD CA 90303 NOO R 2-4 FAMILY 360
600601143 SULLIVAN 5800 BLUSH AVE. LAS VEGAS NV 89130 OO R SFR 360
600601146 MILLER 10607 IRMA AVENUE LOS ANGELES CA 91042 OO R SFR 360
600601151 MURRAY 3216 TYROL DRIVE LAGUNA BEACH CA 92651 OO R SFR 360
600601157 REGADIO 13431 DOTY AVENUE HAWTHORNE CA 90250 OO P SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500600466 02/15/96 03/01/26 42,800.00 9.250 352.11 42,629.92 0.5 1 53,500.00
500600500 03/05/96 04/01/26 407,700.00 9.500 3,428.16 407,499.47 0.5 1 453,000.00
500600530 03/05/96 04/01/26 195,050.00 9.500 1,640.09 194,954.06 0.5 1 217,000.00
500600543 03/11/96 04/01/26 168,000.00 9.750 1,443.38 168,000.00 0.5 1 0.00
500600553 03/22/96 04/01/26 84,000.00 8.750 660.83 84,000.00 0.5 1 0.00
500600557 03/28/96 04/01/26 170,100.00 9.500 1,430.29 170,016.34 0.5 1 189,000.00
500600566 05/01/96 06/01/26 356,000.00 9.250 2,928.72 356,000.00 0.5 1 445,000.00
500600573 03/28/96 04/01/26 99,360.00 10.000 871.96 99,360.00 0.5 1 124,200.00
500600577 03/28/96 04/01/26 146,400.00 10.000 1,284.76 146,400.00 0.5 1 0.00
500600583 04/17/96 05/01/26 207,000.00 9.000 1,665.57 207,000.00 0.5 1 230,000.00
500600585 03/29/96 05/01/26 69,600.00 9.750 597.97 69,600.00 0.5 1 0.00
500600618 05/03/96 06/01/26 224,000.00 9.000 1,802.35 224,000.00 0.5 1 0.00
500600627 04/25/96 05/01/26 87,750.00 8.750 690.33 87,750.00 0.5 1 0.00
500600654 04/17/96 05/01/26 321,375.00 9.000 2,585.86 321,375.00 0.5 1 428,500.00
500600659 04/15/96 05/01/26 199,750.00 9.000 1,607.23 199,750.00 0.5 1 235,000.00
500600679 04/16/96 05/01/26 192,000.00 8.250 1,442.43 192,000.00 0.5 1 0.00
500600712 05/01/96 06/01/26 245,000.00 10.000 2,150.05 245,000.00 0.5 1 0.00
503200263 04/11/96 05/01/11 31,900.00 13.500 414.16 31,900.00 0.5 2 0.00
503200273 04/24/96 05/01/11 200,000.00 13.500 2,596.64 200,000.00 0.5 2 0.00
503300447 02/15/96 03/01/26 130,500.00 10.490 1,192.76 130,395.60 0.5 1 0.00
503300474 01/30/96 03/01/26 54,000.00 11.990 555.04 53,968.87 0.5 1 0.00
503300522 03/01/96 04/01/26 117,750.00 11.000 1,121.36 117,750.00 0.5 1 0.00
503300550 04/11/96 05/01/26 140,400.00 10.625 1,297.43 140,400.00 0.5 1 0.00
503300555 03/18/96 04/01/26 168,750.00 11.230 1,636.44 168,750.00 0.5 1 0.00
503300559 03/15/96 04/01/26 330,000.00 9.500 2,774.82 330,000.00 0.5 1 0.00
503300586 03/25/96 04/01/26 212,400.00 10.625 1,962.78 212,317.85 0.5 1 0.00
503300596 04/18/96 05/01/26 380,000.00 10.875 3,582.98 380,000.00 0.5 1 0.00
503300622 04/24/96 05/01/26 600,000.00 11.000 5,713.94 600,000.00 0.5 1 1,465,000.00
503300630 04/19/96 05/01/26 363,750.00 10.625 3,361.40 363,750.00 0.5 1 0.00
503300727 04/25/96 05/01/26 332,000.00 10.875 3,130.40 332,000.00 0.5 1 0.00
600600854 03/11/96 04/01/26 143,000.00 10.250 1,281.42 142,940.04 0.5 1 0.00
600600956 02/22/96 03/01/26 307,500.00 8.250 2,310.14 307,303.92 0.5 1 0.00
600600994 03/04/96 04/01/26 54,950.00 10.250 492.41 54,950.00 0.5 1 78,500.00
600600998 01/29/96 03/01/26 406,000.00 10.500 3,713.84 405,838.66
600601011 01/25/96 03/01/26 115,000.00 9.000 925.32 114,937.18 0.5 1 0.00
600601029 02/09/96 03/01/26 276,000.00 9.750 2,371.27 275,871.23 0.5 1 0.00
600601031 01/25/96 03/01/26 50,000.00 9.750 429.58 49,953.15 0.5 1 0.00
600601039 02/08/96 03/01/26 126,225.00 9.500 1,061.37 126,100.33 0.5 1 148,500.00
600601059 02/26/96 04/01/26 156,000.00 9.250 1,283.37 156,000.00 0.5 1 0.00
600601065 03/20/96 04/01/26 172,500.00 9.500 1,450.47 172,500.00 0.5 1 0.00
600601071 02/23/96 03/01/26 432,000.00 9.625 3,671.95 431,793.05 0.5 1 0.00
600601086 02/20/96 03/01/26 232,000.00 8.750 1,825.14 231,866.53 0.5 1 0.00
600601091 04/25/96 05/01/26 120,000.00 10.750 1,120.18 120,000.00 0.5 1 0.00
600601092 03/27/96 04/01/26 103,500.00 9.500 870.28 103,449.10 0.5 1 0.00
600601108 03/27/96 04/01/26 221,000.00 9.000 1,778.22 221,000.00 0.5 1 260,000.00
600601124 03/05/96 04/01/26 63,750.00 8.500 490.18 63,750.00 0.5 1 0.00
600601127 04/16/96 05/01/26 98,000.00 9.250 806.22 98,000.00 0.5 1 0.00
600601135 02/29/96 04/01/26 211,250.00 8.750 1,661.90 211,250.00 0.5 1 0.00
600601143 03/06/96 04/01/26 141,950.00 9.250 1,167.79 141,876.41 0.5 1 0.00
600601146 02/22/96 03/01/26 135,000.00 9.500 1,135.15 134,866.67 0.5 1 0.00
600601151 03/04/96 04/01/26 487,500.00 9.875 4,233.20 487,500.00 0.5 1 0.00
600601157 04/09/96 05/01/26 148,800.00 10.000 1,305.83 148,800.00 0.5 1 186,000.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANDI RFREPFRENRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
500600466 0.00 60,000.00 53,500.006-mo. LIBOR 9.25 352.116 0 09/01/96
500600500 0.00 453,000.00 453,000.006-mo. LIBOR 9.50 3,428.166 0 10/01/96
500600530 0.00 217,000.00 217,000.006-mo. LIBOR 9.50 1,640.096 0 10/01/96
500600543 0.00 240,000.00 240,000.006-mo. LIBOR 9.75 1,443.386 0 10/01/96
500600553 0.00 130,000.00 130,000.006-mo. LIBOR 8.75 660.836 0 10/01/96
500600557 0.00 205,000.00 189,000.006-mo. LIBOR 9.50 1,430.296 0 10/01/96
500600566 0.00 445,000.00 445,000.006-mo. LIBOR 9.25 2,928.726 0 12/01/96
500600573 0.00 129,500.00 124,200.006-mo. LIBOR 10.00 871.966 0 10/01/96
500600577 0.00 183,000.00 183,000.006-mo. LIBOR 10.00 1,284.766 0 10/01/96
500600583 0.00 290,000.00 230,000.006-mo. LIBOR 9.00 1,665.576 0 11/01/96
500600585 0.00 87,000.00 87,000.006-mo. LIBOR 9.75 597.976 0 11/01/96
500600618 0.00 264,600.00 264,600.006-mo. LIBOR 9.00 1,802.356 0 12/01/96
500600627 0.00 135,000.00 135,000.006-mo. LIBOR 8.75 690.336 0 11/01/96
500600654 0.00 432,000.00 428,500.006-mo. LIBOR 9.00 2,585.866 0 11/01/96
500600659 0.00 235,000.00 235,000.006-mo. LIBOR 9.00 1,607.236 0 11/01/96
500600679 0.00 240,000.00 240,000.006-mo. LIBOR 8.25 1,442.436 0 11/01/96
500600712 0.00 327,000.00 327,000.006-mo. LIBOR 10.00 2,150.056 0 12/01/96
503200263 85,442.00 170,000.00 170,000.00 13.50 414.160 0 01/00/00
503200273 580,025.00 1,300,000.00 1,300,000.00 13.50 2,596.640 0 01/00/00
503300447 0.00 174,000.00 174,000.00 10.49 1,192.760 0 01/00/00
503300474 0.00 136,000.00 136,000.00 11.99 555.040 0 01/00/00
503300522 0.00 157,000.00 157,000.00 11.00 1,121.360 0 01/00/00
503300550 0.00 156,000.00 156,000.00 10.62 1,297.430 0 01/00/00
503300555 0.00 225,000.00 225,000.00 11.23 1,636.440 0 01/00/00
503300559 0.00 885,000.00 885,000.00 9.50 2,774.820 0 01/00/00
503300586 0.00 236,000.00 236,000.00 10.62 1,962.780 0 01/00/00
503300596 0.00 475,000.00 475,000.00 10.87 3,582.980 0 01/00/00
503300622 0.00 1,465,000.00 1,465,000.00 11.00 5,713.940 0 01/00/00
503300630 0.00 485,000.00 485,000.00 10.62 3,361.400 0 01/00/00
503300727 0.00 415,000.00 415,000.00 10.87 3,130.400 0 01/00/00
600600854 0.00 220,000.00 220,000.006-mo. LIBOR 10.25 1,281.426 0 10/01/96
600600956 0.00 410,000.00 410,000.006-mo. LIBOR 8.25 2,310.146 0 09/01/96
600600994 0.00 83,000.00 78,500.006-mo. LIBOR 10.25 492.416 0 10/01/96
600600998 0.00 600,000.00 600,000.006-mo. LIBOR 10.50 3,713.846 0 09/01/96
600601011 0.00 140,000.00 140,000.006-mo. LIBOR 9.00 925.326 0 09/01/96
600601029 0.00 345,000.00 345,000.006-mo. LIBOR 9.75 2,371.276 0 09/01/96
600601031 0.00 67,000.00 67,000.006-mo. LIBOR 9.75 429.586 0 09/01/96
600601039 0.00 163,000.00 148,500.006-mo. LIBOR 9.50 1,061.376 0 09/01/96
600601059 0.00 240,000.00 240,000.006-mo. LIBOR 9.25 1,283.376 0 10/01/96
600601065 0.00 230,000.00 230,000.006-mo. LIBOR 9.50 1,450.476 0 10/01/96
600601071 0.00 540,000.00 540,000.006-mo. LIBOR 9.62 3,671.956 0 09/01/96
600601086 0.00 290,000.00 290,000.006-mo. LIBOR 8.75 1,825.146 0 09/01/96
600601091 0.00 160,000.00 160,000.006-mo. LIBOR 10.75 1,120.186 0 11/01/96
600601092 0.00 115,000.00 115,000.006-mo. LIBOR 9.50 870.286 0 10/01/96
600601108 0.00 260,000.00 260,000.006-mo. LIBOR 9.00 1,778.226 0 10/01/96
600601124 0.00 85,000.00 85,000.006-mo. LIBOR 8.50 490.186 0 10/01/96
600601127 0.00 140,000.00 140,000.006-mo. LIBOR 9.25 806.226 0 11/01/96
600601135 0.00 325,000.00 325,000.006-mo. LIBOR 8.75 1,661.906 0 10/01/96
600601143 0.00 167,000.00 167,000.006-mo. LIBOR 9.25 1,167.796 0 10/01/96
600601146 0.00 180,000.00 180,000.006-mo. LIBOR 9.50 1,135.156 0 09/01/96
600601151 0.00 650,000.00 650,000.006-mo. LIBOR 9.87 4,233.206 0 10/01/96
600601157 0.00 186,000.00 186,000.006-mo. LIBOR 10.00 1,305.836 0 11/01/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
500600466 10/01/96 5.90 1.00 16.25 9.25N 80.00A- Full SPFC
500600500 11/01/96 5.00 1.00 16.50 9.50N 90.00A Full SPFC
500600530 11/01/96 5.00 1.00 16.50 9.50N 89.88A Alt SPFC
500600543 11/01/96 5.90 1.00 15.75 9.75Y 70.00A- Stated SPFC
500600553 11/01/96 5.90 1.00 15.75 8.75Y 64.61A- Lite SPFC
500600557 11/01/96 5.50 1.00 16.50 9.50N 90.00A Full SPFC
500600566 01/01/97 5.90 1.00 16.25 9.25N 80.00A- Lite SPFC
500600573 11/01/96 6.00 1.00 17.00 10.00N 80.00A Full SPFC
500600577 11/01/96 6.00 1.00 17.00 10.00N 80.00A Full SPFC
500600583 12/01/96 6.00 1.00 16.00 9.00N 90.00A Full SPFC
500600585 12/01/96 4.90 1.00 16.75 9.75N 80.00A- Full SPFC
500600618 01/01/97 5.40 1.00 16.00 12.50Y 84.65A- Full SPFC
500600627 12/01/96 5.40 1.00 15.75 8.75Y 65.00A- Full SPFC
500600654 12/01/96 5.90 1.00 16.00 9.00N 75.00A- Stated SPFC
500600659 12/01/96 6.40 1.00 16.00 9.00N 85.00A- Alt SPFC
500600679 12/01/96 4.90 1.00 15.25 8.25Y 80.00A- Full SPFC
500600712 01/01/97 5.40 1.00 17.00 10.00Y 74.92A- Stated SPFC
503200263 01/00/00 0.00 0.00 0.00 0.00N 18.76A- Stated SPFC
503200273 01/00/00 0.00 0.00 0.00 0.00Y 15.38A- Stated SPFC
503300447 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
503300474 01/00/00 0.00 0.00 0.00 0.00Y 39.70C Full SPFC
503300522 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full SPFC
503300550 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full SPFC
503300555 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
503300559 01/00/00 0.00 0.00 0.00 0.00Y 37.28A- Stated SPFC
503300586 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full SPFC
503300596 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
503300622 01/00/00 0.00 0.00 0.00 0.00N 40.95B Full SPFC
503300630 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
503300727 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
600600854 11/01/96 6.70 1.00 17.25 10.25Y 65.00C Stated SPFC
600600956 10/01/96 5.30 1.00 15.25 8.25N 75.00A- Stated SPFC
600600994 11/01/96 6.20 1.00 17.25 10.25N 70.00C Full SPFC
600600998 10/01/96 7.00 1.00 17.50 10.50N 67.66B Stated SPFC
600601011 10/01/96 4.90 1.50 16.00 9.00Y 82.14A- Full SPFC
600601029 10/01/96 5.40 1.00 16.75 9.75Y 80.00A- Lite SPFC
600601031 10/01/96 6.50 1.50 16.75 9.75Y 74.62B Full SPFC
600601039 10/01/96 5.90 1.00 16.50 9.50N 85.00A- Full SPFC
600601059 11/01/96 5.40 1.00 16.25 9.25Y 65.00A- Stated SPFC
600601065 11/01/96 5.40 1.00 16.50 9.50Y 75.00A- Stated SPFC
600601071 10/01/96 6.27 1.00 16.62 9.62Y 80.00A- Lite SPFC
600601086 10/01/96 5.40 1.00 15.75 8.75Y 80.00A- Lite SPFC
600601091 12/01/96 6.90 1.00 17.75 10.75Y 75.00B Lite SPFC
600601092 11/01/96 5.00 1.00 16.50 9.50Y 90.00A Full SPFC
600601108 11/01/96 4.90 1.00 16.00 9.00N 85.00A- Full SPFC
600601124 11/01/96 4.90 1.00 15.50 8.50N 75.00A- Full SPFC
600601127 12/01/96 5.90 1.00 16.25 9.25N 70.00A Lite SPFC
600601135 11/01/96 5.90 1.00 15.75 8.75Y 65.00A- Stated SPFC
600601143 11/01/96 4.90 1.00 16.25 9.25Y 85.00A- Full SPFC
600601146 10/01/96 5.40 1.00 16.50 9.50Y 75.00A- Stated SPFC
600601151 11/01/96 5.77 1.00 16.87 9.87Y 75.00A- Stated SPFC
600601157 12/01/96 5.90 1.00 17.00 10.00N 80.00B Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600601183 CASANOVA 5931 RAINBOW HILL ROAD AGOURA HILLS CA 91301 OO R SFR 360
600601196 JAHNKE 1030 OCEAN VISTA LANE SANTA BARBARA AREA CA 93111 OO R SFR 360
600601218 HERRERA 16309 SHASTA STREET FOUNTAIN VALLEY CA 92708 OO P SFR 360
600601226 BARTH 868 ARROW WOOD COURT TWIN FALLS ID 83301 OO P SFR 360
600601229 MC CRUMB 735 LASSEN VIEW DRIVE LAKE ALMANOR CA 96137 OO R SFR 360
600601233 TAYLOR 19652 SACRAMENTO LANE HUNTINGTON BEACH CA 92646 OO R SFR 360
600601255 CORDOVA JR. 3540 BLANCHARD ST & 827 N ROWAND AV LOS ANGELES CA 90063 NOO R 2-4 FAMILY 360
603201142 IRONS 33712 BIG SUR STREET DANA POINT CA 92629 OO R SFR 180
603201208 GREENBERG 4838 COLLETT AVENUE ENCINO CA 91436 OO R SFR 180
603201213 MOORE 23111 BURBANK BOULEVARD WOODLAND HILLS CA 91367 OO R SFR 180
603201239 GODFREY 210 SOUTH ASPEN DRIVE KETCHUM ID 83340 OO R SFR 180
603201308 ROSE 6228 CAMINITO DEL OESTE SAN DIEGO CA 92111 OO R CONDO 180
603201334 GRAU 18651 CERRO VILLA DRIVE VILLA PARK CA 92667 OO R SFR 180
603300653 HILL 3867 THORNCROFT LANE INGLEWOOD CA 90305 OO R CONDO 360
603300764 MILLER 1447-1449 WEST 84TH PLACE LOS ANGELES CA 90047 OO R 2-4 FAMILY 360
603300789 SEKIGUCHI 1234 KLONDIKE DRIVE SAN BERNARDINO CA 92352 NOO R SFR 360
603300797 SCHROEDER 11430 SW VIEWMOUNT LANE TIGARD OR 97223 NOO R SFR 360
603300823 SCHROEDER 11460 SW VIEWMOUNT LANE TIGARD OR 97223 NOO R SFR 360
603300829 SCHROEDER 11400 SW VIEWMOUNT LANE TIGARD OR 97223 NOO R SFR 360
603300834 MARTINEZ 888 BRICKELL KEY DRIVE MIAMI FL 33131 OO P CONDO 360
603300852 AUTERY II 19670 NW FAIRDALE ROAD YAMHILL OR 97148 OO R SFR 360
603300875 FREGULIA 29 CRESTVIEW DRIVE QUINCY CA 95971 NOO R SFR 360
603300891 JOHNSON 470 DART CANYON ROAD CRESTLINE CA 92325 NOO R 2-4 FAMILY 360
603300908 MCKENZIE 15660 SW BRIEDWELL ROAD MCMINNVILLE OR 97128 NOO R SFR 360
603300913 SCARBROUGH 11978 SPROULE AVENUE LOS ANGELES CA 91340 NOO R SFR 360
603300918 KAUTZER 30808 CHARLENE WAY HEMET AREA CA 92544 OO P SFR 360
603300951 CHAFFIN 11115 IRONWOOD ROAD SAN DIEGO CA 92131 NOO R SFR 360
603301021 STERLING 125 WEST 225TH STREET CARSON CA 90745 OO P SFR 360
603301032 BEAN 405 BOLERO WAY NEWPORT BEACH CA 92663 OO P CONDO 360
603301046 MITCHELL 8212 EAST 5TH STREET DOWNEY CA 90241 NOO R SFR 360
603301055 JENNINGS 38420 DOS CAMEOS DRIVE FALLBROOK AREA CA 92028 OO R 2-4 FAMILY 360
603301057 GUZZO 6521 S.W. 41 COURT DAVIE FL 33314 OO R CONDO 360
603301058 HOXIE 37228 ASH AVENUE BURNEY CA 96013 NOO R SFR 360
603301060 ECKERT 462 PEHAR ROAD CHESTER CA 96020 OO R SFR 360
603301063 REYNOSO 621 TYEE STREET HAILEY ID 83333 OO R SFR 360
603301068 GREEN 859 E. 43RD PLACE LOS ANGELES CA 90011 OO R 2-4 FAMILY 360
603301097 ZOLLER 1032 TIA JUANA STREET LAGUNA BEACH CA 92651 OO R SFR 360
603301143 BARTMAN 1651 S. BUFFALO DRIVE LAS VEGAS NV 89117 OO P SFR 360
603301170 BASTIAN 241 NORTH MAIN SPRINGVILLE UT 84663 OO R 2-4 FAMILY 360
603301215 MAY 29984 WINDWARD DRIVE CANYON LAKE CA 92587 OO R PUD 360
603301275 STONE 1174 RATHMOOR STREET EL CAJON CA 92020 OO P SFR 360
603301281 MASSENGALE 14740 WIDE HOLLOW RD. YAKIMA WA 98908 OO R SFR 360
603301322 JACKSON 1744 WEST 37TH PLACE LOS ANGELES CA 90018 OO P SFR 360
700600828 COPENNY 3 CLUB COURSE LANE HILTON HEAD SC 29928 OO P PUD 360
700600897 LELI 3122 RIVERSIDE DRIVE WANTAGH NY 11793 OO R SFR 360
700600899 TOCHTERMAN 13625 ALLISTON DRIVE BALDWIN MD 21013 OO R SFR 360
700600912 SEAY 500 SUMMERS COURT ALEXANDRIA VA 22301 OO R SFR 360
700600927 PUGLIESE 220 12TH STREET PITTSBURGH PA 15215 OO P SFR 360
700600960 GAYLOR 1539 INLET COURT RESTON VA 22090 OO P SFR 360
700600965 EWERS 2800 SHEPPARD ROAD MONKTON MD 21111 OO R SFR 360
700600970 DETHOMASIS 8410 ROCKY SPRINGS ROAD FREDERICK MD 21702 OO R SFR 360
700600975 JENNINGS 408 AVENUE F MATAMORAS PA 18336 NOO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600601183 03/12/96 04/01/26 627,000.00 7.875 4,546.19 626,568.50 0.5 1 0.00
600601196 03/07/96 04/01/26 637,500.00 9.875 5,535.72 637,500.00 0.5 1 0.00
600601218 04/25/96 05/01/26 150,000.00 11.000 1,428.49 150,000.00 0.5 1 200,000.00
600601226 04/22/96 05/01/26 97,750.00 9.000 786.52 97,750.00 0.5 1 115,000.00
600601229 04/25/96 05/01/26 352,000.00 8.500 2,706.58 352,000.00 0.5 1 0.00
600601233 04/25/96 05/01/26 195,000.00 8.250 1,464.97 195,000.00 0.5 1 0.00
600601255 04/15/96 05/01/26 119,200.00 11.000 1,135.17 119,200.00 0.5 1 0.00
603201142 03/08/96 04/01/11 21,000.00 12.990 265.56 20,961.77 0.5 2 0.00
603201208 02/15/96 03/01/11 50,000.00 12.990 632.29 49,816.93 0.5 2 0.00
603201213 04/11/96 05/01/11 35,000.00 12.990 442.60 35,000.00 0.5 2 0.00
603201239 04/05/96 05/01/11 69,700.00 12.990 881.42 69,700.00 0.5 2 0.00
603201308 04/03/96 05/01/11 25,000.00 14.000 332.94 25,000.00 0.5 2 0.00
603201334 04/11/96 05/01/11 175,000.00 12.990 2,213.02 175,000.00 0.5 2 0.00
603300653 02/01/96 03/01/26 126,400.00 11.750 1,275.89 126,361.78 0.5 1 0.00
603300764 02/28/96 04/01/26 65,000.00 12.000 668.60 64,981.40 0.5 1 0.00
603300789 02/05/96 03/01/26 84,000.00 11.500 831.84 83,973.16 0.5 1 0.00
603300797 02/20/96 04/01/26 143,500.00 10.500 1,312.65 143,442.98
603300823 02/20/96 04/01/26 143,500.00 10.500 1,312.65 143,442.98
603300829 02/20/96 04/01/26 143,500.00 10.500 1,312.65 143,442.98
603300834 02/29/96 03/01/26 65,900.00 11.750 665.21 65,880.06 0.5 1 140,000.00
603300852 03/05/96 04/01/26 120,000.00 11.750 1,211.29 119,963.71 0.5 1 0.00
603300875 02/21/96 03/01/26 67,900.00 10.625 627.46 67,847.25 0.5 1 0.00
603300891 03/06/96 04/01/26 93,750.00 10.625 866.34 93,750.00 0.5 1 0.00
603300908 03/05/96 04/01/26 90,000.00 11.000 857.09 89,967.91 0.5 1 0.00
603300913 02/22/96 03/01/26 116,000.00 10.750 1,082.84 115,956.33 0.5 1 0.00
603300918 03/04/96 04/01/26 85,000.00 10.375 769.60 85,000.00 0.5 1 110,000.00
603300951 03/12/96 04/01/26 122,000.00 10.500 1,115.98 122,000.00
603301021 03/28/96 04/01/26 114,750.00 10.500 1,049.66 114,704.40
603301032 03/12/96 04/01/26 144,000.00 11.000 1,371.35 144,000.00 0.5 1 180,000.00
603301046 03/20/96 04/01/26 101,500.00 10.625 937.96 101,500.00 0.5 1 0.00
603301055 03/25/96 05/01/26 413,000.00 11.750 4,168.86 413,000.00 0.5 1 0.00
603301057 04/04/96 05/01/26 40,000.00 11.350 391.55 40,000.00 0.5 1 0.00
603301058 04/08/96 05/01/26 45,750.00 10.500 418.49 45,750.00
603301060 04/02/96 05/01/26 108,750.00 10.500 994.78 108,750.00
603301063 03/22/96 04/01/26 122,500.00 12.375 1,295.52 122,500.00 0.5 1 0.00
603301068 04/05/96 05/01/26 124,000.00 10.875 1,169.18 124,000.00 0.5 1 0.00
603301097 04/12/96 05/01/26 400,000.00 10.625 3,696.39 400,000.00 0.5 1 0.00
603301143 04/01/96 05/01/26 420,000.00 11.750 4,239.52 420,000.00 0.5 1 600,000.00
603301170 04/08/96 05/01/26 75,000.00 12.375 793.18 75,000.00 0.5 1 0.00
603301215 04/16/96 05/01/26 128,000.00 10.875 1,206.90 128,000.00 0.5 1 0.00
603301275 04/26/96 05/01/26 198,900.00 12.125 2,065.07 198,900.00 0.5 1 234,000.00
603301281 04/25/96 05/01/26 45,500.00 11.500 450.58 45,500.00 0.5
603301322 04/23/96 05/01/26 117,000.00 11.375 1,147.50 117,000.00 0.5 1 130,000.00
700600828 03/18/96 04/01/26 146,250.00 10.000 1,283.45 146,250.00 0.5 1 195,000.00
700600897 02/15/96 03/01/26 413,000.00 9.750 3,548.31 412,807.32 0.5 1 0.00
700600899 02/16/96 03/01/26 274,400.00 9.750 2,357.52 274,142.92 0.5 1 0.00
700600912 02/09/96 03/01/26 500,000.00 9.000 4,023.11 499,726.89 0.5 1 0.00
700600927 04/09/96 05/01/26 42,000.00 11.000 399.98 42,000.00 0.5 1 60,000.00
700600960 03/14/96 04/01/26 168,300.00 9.000 1,354.18 168,208.07 0.5 1 187,000.00
700600965 03/19/96 04/01/26 488,000.00 9.625 4,147.95 487,766.22 0.5 1 0.00
700600970 03/22/96 04/01/26 312,800.00 9.500 2,630.19 312,800.00 0.5 1 0.00
700600975 03/14/96 04/01/26 78,000.00 8.250 585.99 77,950.26 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C>
600601183 0.00 850,000.00 850,000.006-mo. LIB 7.874,546.19 0 10/01/96
600601196 0.00 975,000.00 975,000.006-mo. LIB 9.875,536.72 0 10/01/96
600601218 0.00 200,000.00 200,000.006-mo. LIB 11.001,426.49 0 11/01/96
600601226 0.00 115,000.00 115,000.006-mo. LIB 9.00786.62 0 11/01/96
600601229 0.00 490,000.00 490,000.006-mo. LIB 8.502,706.58 0 11/01/96
600601233 0.00 300,000.00 300,000.006-mo. LIB 8.251,466.97 0 11/01/96
600601255 0.00 149,000.00 149,000.006-mo. LIB 11.001,136.17 0 11/01/96
603201142 157,500.00 210,000.00 210,000.00 12.99 265.560 0 01/00/00
603201208 262,500.00 370,000.00 370,000.00 12.99 632.290 0 01/00/00
603201213 262,500.00 350,000.00 350,000.00 12.99 442.600 0 01/00/00
603201239 185,211.00 300,000.00 300,000.00 12.99 881.420 0 01/00/00
603201308 97,000.20 168,000.00 168,000.00 14.00 332.940 0 01/00/00
603201334 499,750.00 807,000.00 807,000.00 12.99 2,213.020 0 01/00/00
603300653 0.00 158,000.00 158,000.00 11.75 1,275.890 0 01/00/00
603300764 0.00 127,000.00 127,000.00 12.00 668.600 0 01/00/00
603300789 0.00 120,000.00 120,000.00 11.50 831.840 0 01/00/00
603300797 0.00 206,000.00 206,000.00 10.50 1,312.650 0 01/00/00
603300823 0.00 206,000.00 206,000.00 10.50 1,312.650 0 01/00/00
603300829 0.00 206,000.00 206,000.00 10.50 1,312.650 0 01/00/00
603300834 0.00 145,000.00 140,000.00 11.75 665.200 0 01/00/00
603300852 0.00 190,000.00 190,000.00 11.75 1,211.290 0 01/00/00
603300875 0.00 97,000.00 97,000.00 10.62 627.460 0 01/00/00
603300891 0.00 125,000.00 125,000.00 10.62 866.340 0 01/00/00
603300908 0.00 240,000.00 240,000.00 11.00 857.090 0 01/00/00
603300913 0.00 145,000.00 145,000.00 10.75 1,082.840 0 01/00/00
603300918 0.00 112,000.00 110,000.00 10.37 769.600 0 01/00/00
603300951 0.00 176,000.00 176,000.00 10.50 1,115.980 0 01/00/00
603301021 0.00 150,000.00 127,500.00 10.50 1,049.660 0 01/00/00
603301032 0.00 180,000.00 180,000.00 11.00 1,371.350 0 01/00/00
603301046 0.00 145,000.00 145,000.00 10.62 937.960 0 01/00/00
603301055 0.00 590,000.00 590,000.00 11.75 4,168.860 0 01/00/00
603301057 0.00 64,000.00 64,000.00 11.35 391.550 0 01/00/00
603301058 0.00 61,000.00 61,000.00 10.50 418.490 0 01/00/00
603301060 0.00 145,000.00 145,000.00 10.50 994.780 0 01/00/00
603301063 0.00 175,000.00 175,000.00 12.37 1,295.520 0 01/00/00
603301068 0.00 155,000.00 155,000.00 10.87 1,169.180 0 01/00/00
603301097 0.00 595,000.00 595,000.00 10.62 3,696.390 0 01/00/00
603301143 0.00 600,000.00 600,000.00 11.75 4,239.520 0 01/00/00
603301170 0.00 135,000.00 135,000.00 12.37 793.180 0 01/00/00
603301215 0.00 160,000.00 160,000.00 10.87 1,206.900 0 01/00/00
603301275 0.00 235,000.00 234,000.00 12.12 2,065.070 0 01/00/00
603301281 0.00 65,000.00 65,000.00 11.50 450.580 0 01/00/00
603301322 0.00 130,000.00 130,000.00 11.37 1,147.500 0 01/00/00
700600828 0.00 197,000.00 195,000.006-mo. LIB 10.001,286.45 0 10/01/96
700600897 0.00 590,000.00 590,000.006-mo. LIB 9.753,546.31 0 09/01/96
700600899 0.00 343,000.00 343,000.006-mo. LIB 9.752,356.52 0 09/01/96
700600912 0.00 700,000.00 700,000.006-mo. LIB 9.004,026.11 0 09/01/96
700600927 0.00 60,000.00 60,000.006-mo. LIB 11.00399.68 0 11/01/96
700600960 0.00 187,000.00 187,000.006-mo. LIB 9.001,356.18 0 10/01/96
700600965 0.00 752,000.00 752,000.006-mo. LIB 9.624,146.95 0 10/01/96
700600970 0.00 368,000.00 368,000.006-mo. LIB 9.502,636.19 0 10/01/96
700600975 0.00 114,000.00 114,000.006-mo. LIB 8.25585.69 0 10/01/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
600601183 11/01/96 5.40 1.00 14.87 7.87Y 73.76A- Full SPFC
600601196 11/01/96 6.27 1.00 16.87 9.87Y 65.38B Stated SPFC
600601218 12/01/96 6.75 1.00 18.00 11.00N 75.00C Full SPFC
600601226 12/01/96 5.40 1.00 16.00 9.00N 85.00A- Full SPFC
600601229 12/01/96 5.40 1.00 15.50 8.50Y 71.83A- Stated SPFC
600601233 12/01/96 5.40 1.00 15.25 8.25Y 65.00A- Stated SPFC
600601255 12/01/96 6.00 1.00 18.00 11.00N 80.00A Full SPFC
603201142 01/00/00 0.00 0.00 0.00 0.00Y 10.00A- Full SPFC
603201208 01/00/00 0.00 0.00 0.00 0.00Y 13.51A- Alt SPFC
603201213 01/00/00 0.00 0.00 0.00 0.00Y 10.00A- Full SPFC
603201239 01/00/00 0.00 0.00 0.00 0.00Y 23.23A- Lite SPFC
603201308 01/00/00 0.00 0.00 0.00 0.00Y 14.88A Full SPFC
603201334 01/00/00 0.00 0.00 0.00 0.00Y 21.68A- Full SPFC
603300653 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
603300764 01/00/00 0.00 0.00 0.00 0.00Y 51.18B Stated SPFC
603300789 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
603300797 01/00/00 0.00 0.00 0.00 0.00Y 69.66A- Stated SPFC
603300823 01/00/00 0.00 0.00 0.00 0.00Y 69.66A- Stated SPFC
603300829 01/00/00 0.00 0.00 0.00 0.00Y 69.66A- Stated SPFC
603300834 01/00/00 0.00 0.00 0.00 0.00N 47.07A- Stated SPFC
603300852 01/00/00 0.00 0.00 0.00 0.00Y 63.15C Full SPFC
603300875 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full SPFC
603300891 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
603300908 01/00/00 0.00 0.00 0.00 0.00Y 37.50A- Stated SPFC
603300913 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full SPFC
603300918 01/00/00 0.00 0.00 0.00 0.00N 77.27A- Full SPFC
603300951 01/00/00 0.00 0.00 0.00 0.00Y 69.31A- Stated SPFC
603301021 01/00/00 0.00 0.00 0.00 0.00N 90.00A Alt SPFC
603301032 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Lite SPFC
603301046 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full SPFC
603301055 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
603301057 01/00/00 0.00 0.00 0.00 0.00Y 62.50A- Stated SPFC
603301058 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
603301060 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
603301063 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Stated SPFC
603301068 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
603301097 01/00/00 0.00 0.00 0.00 0.00Y 67.22A- Stated SPFC
603301143 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
603301170 01/00/00 0.00 0.00 0.00 0.00Y 55.55C Stated SPFC
603301215 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
603301275 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
603301281 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full SPFC
603301322 01/00/00 0.00 0.00 0.00 0.00N 90.00A- Full SPFC
700600828 11/01/96 5.90 1.00 17.00 10.00N 75.00A- Stated SPFC
700600897 10/01/96 6.40 1.00 16.75 9.75Y 70.00B Stated SPFC
700600899 10/01/96 5.25 1.00 16.75 9.75Y 80.00B Full SPFC
700600912 10/01/96 5.50 1.00 16.00 9.00Y 71.42A- Stated SPFC
700600927 12/01/96 5.90 1.00 18.00 11.00N 70.00B Stated SPFC
700600960 11/01/96 5.00 1.00 16.00 9.00N 90.00A Full SPFC
700600965 11/01/96 5.78 1.00 16.62 9.62Y 64.89A- Stated SPFC
700600970 11/01/96 4.90 1.00 16.50 9.50Y 85.00A- Full SPFC
700600975 11/01/96 5.40 1.00 15.25 8.25Y 68.42A- Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
700600981 JENNINGS 610 FIRST STREET MATAMORAS PA 18336 NOO R SFR 360
700600994 GOWAN 8 SCHOCOPEE COURT MILFORD PA 18337 OO R SFR 360
700601007 PAUL 8809 DOUG DRIVE NOKESVILLE VA 22123 OO P SFR 360
700601009 MILLS 3408 15TH STREET NE WASHINGTON DC 20017 NOO R 2-4 FAMILY 360
700601015 MILLS III 4315 7TH STREET N.W. WASHINGTON DC 20011 NOO R SFR 360
700601019 BAYNES 603 CAMP DAN VALLEY ROAD REIDSVILLE NC 27320 OO R SFR 360
700601026 MORAN 912 HOBBS DRIVE SILVER SPRING MD 20904 OO P SFR 360
700601034 LOGOZIO 23 STEPHEN DRIVE TARRYTOWN NY 10591 OO P SFR 360
700601037 RICHARDS YELLOW CHURCH ROAD AND LAURIE ROAD LOGANVILLE PA 17342 OO R SFR 360
700601044 DEBARTOLO 56 SECORD ROAD NEW ROCHELLE NY 10804 OO R SFR 180
700601085 LEONARD 4401 FERNHILL ROAD SILVER SPRING MD 20906 OO R SFR 360
700601090 SHELTON 7719 VIRGINIA OAKS DRIVE GAINESVILLE VA 22065 OO R SFR 360
700601092 JAMISON 120 NEW JERSEY ROAD STEVENSVILLE MD 21666 OO R SFR 360
700601096 NOTTAGE 1912 LINCOLN ROAD FOREST HILL MD 21050 OO R SFR 360
700601099 BATTLE 5705 SKYE DRIVE CLINTON MD 20735 OO R SFR 360
700601104 FLORENTZ 306 NORTH IRVING STREET ARLINGTON VA 22201 OO R SFR 360
700601106 KRACKO CENTRAL DRIVE PREMIUM POINT NEW ROCHELLE NY 10801 OO R SFR 360
700601111 POPE 291 ELM STREET SOUTH DARTMOUTH MA 2748 OO R SFR 360
700601124 JACOBS 645 BUDLEIGH CIRCLE TIMONIUM MD 21093 OO R SFR 360
700601126 JOHNSON 1913 17TH STREET SE WASHINGTON DC 20020 OO R SFR 360
700601128 VANIK 431 WHEELER SCHOOL ROAD PYLESVILLE MD 21132 OO R SFR 360
700601133 MORRISON 11799 ROCKAWAY LANE FAIRFAX VA 22030 OO P CONDO 360
700601151 TRIVERS 6610 ASSET DRIVE LANDOVER MD 20785 OO P SFR 360
703201094 LENGEL 210 POST OAK LANE NORTH AUGUSTA SC 29841 OO R SFR 180
703201111 THOMPSON 3008 SOUTH COLUMBUS STREET ARLINGTON VA 22206 OO R CONDO 180
703201167 MCNAIR 2900 BLOWING ROCK COURT ELLICOTT CITY MD 21042 OO R SFR 180
703201170 MYERS 1029 ASHTON ROAD ASHTON MD 20861 OO R SFR 180
703300110 PALACIOS 50-52 S.W. 81 AVENUE MIAMI FL 33144 NOO R 2-4 FAMILY 360
703300584 BOYD 2704 LUMAR DRIVE FORT WASHINGTON MD 20744 OO R SFR 360
703300809 WALLS ROUTE #3 SEAL HARBOR ME 4675 OO R SFR 360
703300869 TAYLOR 8213 BOX DRIVE BALTIMORE MD 21226 NOO R SFR 360
703300886 CATES 1420-A FOXHALL LANE DECATUR GA 30316 NOO P 2-4 FAMILY 360
703300890 CATES 1420-B FOXHALL LANE DECATUR GA 30316 NOO P SFR 360
703300892 CATES 1420-C FOXHALL LANE DECATUR GA 30316 NOO P 2-4 FAMILY 360
703300898 SIMARD 1420-F FOXHALL LANE DECATUR GA 30316 NOO P 2-4 FAMILY 360
703300900 SIMARD 1420-E FOXHALL LANE DECATUR GA 30316 NOO P 2-4 FAMILY 360
703300953 SHIRLEY 16131 COLONIAL ROAD MILFORD VA 22514 OO R SFR 360
703300963 BROSKY 7996 PLANTATION LAKES DRIVE PORT ST LUCIE FL 34986 OO P SFR 360
703300969 HUFFINES 3225 POND ROAD BURLINGTON NC 27215 OO R SFR 360
703300993 WILLIAMS 7508 GREER DRIVE FORT WASHINGTON MD 20744 OO R SFR 360
703300999 PARKER 3 BIRCH LANE BEALS ME 4611 OO R SFR 360
703301028 LOY 2521 SAMS CREEK ROAD WESTMINSTER MD 21157 OO R SFR 360
703301047 PIAZZA 353 AUGUSTA AVENUE ATLANTA GA 30315 OO R SFR 360
703301052 EVANS 4800 BRANDYWINE ST. N.W. WASHINGTON D.C. DC 20016 OO R SFR 360
703301063 SPAINHOUR 150 GEORGE PLACE THOMASVILLE NC 27360 OO R SFR 360
703301065 BAYLOR 1144 45TH PLACE SE WASHINGTON DC 20019 OO R SFR 360
703301072 SANDERS 334 CHANDLEY ROAD KINGSTON TN 37763 OO R SFR 180
703301090 MILES 2018 HOLLAND AVENUE BURLINGTON NC 27217 OO R SFR 360
703301096 WALZ 1713 POPLAR RIDGE ROAD PASADENA MD 21122 OO R SFR 360
703301116 MENDOZA 49 GALLATIN STREET N.W. WASHINGTON DC 20011 NOO R SFR 360
703301123 HOWARD 48 MADISON ROAD EASTCHESTER NY 10583 OO R SFR 180
703301143 THOMPSON 8412 DUNBAR AVENUE LANDOVER MD 20785 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
700600981 03/25/96 04/01/26 78,000.00 8.750 613.63 77,955.12 0.5 1 0.00
700600994 03/25/96 04/01/26 137,800.00 7.750 987.22 137,800.00 0.5 1 0.00
700601007 03/26/96 04/01/26 127,400.00 10.000 1,118.03 127,286.81 0.5 1 149,900.00
700601009 03/19/96 04/01/26 85,400.00 10.750 797.19 85,400.00 0.5 1 0.00
700601015 03/19/96 04/01/26 87,500.00 10.750 816.80 87,500.00 0.5 1 0.00
700601019 03/07/96 04/01/26 136,000.00 10.000 1,193.50 136,000.00 0.5 1 0.00
700601026 03/22/96 04/01/26 148,100.00 10.750 1,382.49 148,100.00 0.5 1 198,000.00
700601034 04/01/96 04/01/26 312,300.00 10.000 2,740.66 312,161.84 0.5 1 367,500.00
700601037 04/04/96 05/01/26 60,000.00 9.500 504.51 60,000.00 0.5 1 0.00
700601044 03/27/96 04/01/11 247,500.00 8.875 2,491.94 247,500.00 0.5 1 0.00
700601085 04/15/96 05/01/26 55,000.00 10.500 503.11 55,000.00
700601090 04/03/96 05/01/26 366,350.00 9.250 3,013.87 366,350.00 0.5 1 0.00
700601092 04/05/96 05/01/26 115,200.00 8.750 906.28 115,200.00 0.5 1 0.00
700601096 04/19/96 05/01/26 102,000.00 9.500 857.67 102,000.00 0.5 1 0.00
700601099 04/25/96 05/01/26 100,100.00 10.750 934.41 100,100.00 0.5 1 0.00
700601104 04/25/96 05/01/26 68,300.00 12.000 702.54 68,300.00 0.5 1 0.00
700601106 04/25/96 05/01/26 300,000.00 8.875 2,386.93 300,000.00 0.5 1 0.00
700601111 04/30/96 06/01/26 196,000.00 9.750 1,683.94 196,000.00 0.5 1 0.00
700601124 04/30/96 06/01/26 181,900.00 8.750 1,431.01 181,900.00 0.5 1 0.00
700601126 04/25/96 05/01/26 87,500.00 9.750 751.76 87,500.00 0.5 1 0.00
700601128 05/01/96 06/01/26 153,000.00 11.750 1,544.40 153,000.00 0.5 1 0.00
700601133 05/06/96 06/01/26 125,900.00 10.500 1,151.66 125,900.00
700601151 04/30/96 05/01/26 154,700.00 9.000 1,244.75 154,700.00 0.5 1 182,400.00
703201094 03/01/96 04/01/11 34,500.00 14.000 459.45 34,443.05 0.5 2 0.00
703201111 02/27/96 04/01/11 22,000.00 14.000 292.98 22,000.00 0.5 2 0.00
703201167 04/11/96 05/01/11 84,200.00 12.990 1,064.78 84,200.00 0.5 2 0.00
703201170 04/15/96 05/01/11 36,900.00 13.500 479.08 36,900.00 0.5 2 0.00
703300110 09/05/95 10/01/25 113,000.00 13.000 1,250.01 112,653.19 0.5 1 0.00
703300584 11/08/95 12/01/25 101,250.00 11.250 983.41 101,075.81 0.5 1 0.00
703300809 02/13/96 03/01/26 105,000.00 10.500 960.48 104,916.17
703300869 02/22/96 03/01/26 140,000.00 11.240 1,358.70 139,904.82 0.5 1 0.00
703300886 02/23/96 03/01/26 67,125.00 10.625 620.30 67,099.04 0.5 1 89,500.00
703300890 02/23/96 03/01/26 67,125.00 10.625 620.30 67,099.04 0.5 1 89,500.00
703300892 02/23/96 03/01/26 67,125.00 10.625 620.30 67,099.04 0.5 1 89,500.00
703300898 02/27/96 03/01/26 71,600.00 10.750 668.37 71,573.05 0.5 1 124,500.00
703300900 02/27/96 03/01/26 71,600.00 10.750 668.37 71,573.05 0.5 1 0.00
703300953 03/13/96 04/01/26 53,600.00 10.500 490.30 53,578.70
703300963 03/20/96 04/01/26 402,500.00 13.375 4,570.73 402,500.00 0.5 1 575,000.00
703300969 03/11/96 04/01/26 109,600.00 12.000 1,127.36 109,600.00 0.5 1 0.00
703300993 03/19/96 04/01/26 118,150.00 10.250 1,058.74 118,100.46 0.5 1 0.00
703300999 03/25/96 04/01/26 74,250.00 11.500 735.29 74,226.27 0.5 1 0.00
703301028 03/15/96 04/01/26 90,000.00 12.500 960.54 90,000.00 0.5
703301047 04/08/96 05/01/26 108,750.00 10.625 1,004.96 108,750.00 0.5 1 0.00
703301052 03/27/96 04/01/26 244,000.00 12.500 2,604.11 243,936.67 0.5 1 0.00
703301063 04/08/96 05/01/26 48,000.00 11.625 479.92 48,000.00 0.5 1 0.00
703301065 03/27/96 04/01/26 55,000.00 10.375 497.97 54,977.55 0.5 1 0.00
703301072 04/08/96 05/01/11 79,500.00 12.500 979.86 79,500.00 0.5 1 0.00
703301090 04/23/96 05/01/26 92,250.00 13.375 1,047.58 92,250.00 0.5 1 0.00
703301096 03/25/96 04/01/26 306,000.00 10.625 2,827.74 306,000.00 0.5 1 0.00
703301116 04/01/96 04/01/26 45,000.00 13.000 497.79 45,000.00 0.5 1 0.00
703301123 03/29/96 05/01/11 105,000.00 10.750 1,177.00 105,000.00 0.5 1 0.00
703301143 04/25/96 05/01/26 116,000.00 11.125 1,115.67 116,000.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C>
700600981 0.00 117,000.00 117,000.006-mo. LIB 8.75613.63 0 10/01/96
700600994 0.00 212,000.00 212,000.006-mo. LIB 7.75987.62 0 10/01/96
700601007 0.00 149,900.00 149,900.006-mo. LIB 10.001,116.03 0 10/01/96
700601009 0.00 122,000.00 122,000.006-mo. LIB 10.75797.69 0 10/01/96
700601015 0.00 125,000.00 125,000.006-mo. LIB 10.75816.60 0 10/01/96
700601019 0.00 170,000.00 170,000.006-mo. LIB 10.001,196.50 0 10/01/96
700601026 0.00 215,000.00 198,000.006-mo. LIB 10.751,386.49 0 10/01/96
700601034 0.00 367,500.00 367,500.006-mo. LIB 10.002,746.66 0 10/01/96
700601037 0.00 204,000.00 204,000.006-mo. LIB 9.50504.61 0 11/01/96
700601044 0.00 360,000.00 360,000.006-mo. LIB 8.872,496.94 0 10/01/96
700601085 0.00 127,500.00 127,500.006-mo. LIB 10.50503.61 0 11/01/96
700601090 0.00 431,000.00 431,000.006-mo. LIB 9.253,016.87 0 11/01/96
700601092 0.00 144,000.00 144,000.006-mo. LIB 8.75906.68 0 11/01/96
700601096 0.00 121,500.00 121,500.006-mo. LIB 9.50857.67 0 11/01/96
700601099 0.00 143,000.00 143,000.006-mo. LIB 10.75934.61 0 11/01/96
700601104 0.00 190,000.00 190,000.006-mo. LIB 12.00702.64 0 11/01/96
700601106 0.00 1,100,000.00 1,100,000.00 6-mo. LIB 8.872,386.93 0 11/01/96
700601111 0.00 245,000.00 245,000.006-mo. LIB 9.751,686.94 0 12/01/96
700601124 0.00 214,000.00 214,000.006-mo. LIB 8.751,436.01 0 12/01/96
700601126 0.00 125,000.00 125,000.006-mo. LIB 9.75751.66 0 11/01/96
700601128 0.00 255,000.00 255,000.006-mo. LIB 11.751,546.40 0 12/01/96
700601133 0.00 145,000.00 139,900.006-mo. LIB 10.501,156.66 0 12/01/96
700601151 0.00 183,000.00 182,400.006-mo. LIB 9.001,246.75 0 11/01/96
703201094 149,725.00 205,000.00 205,000.00 14.00 459.450 0 01/00/00
703201111 96,092.00 135,500.00 135,500.00 14.00 292.980 0 01/00/00
703201167 298,287.00 450,000.00 450,000.00 12.99 1,064.780 0 01/00/00
703201170 295,200.00 369,000.00 369,000.00 13.50 479.080 0 01/00/00
703300110 0.00 233,000.00 233,000.00 13.00 1,250.010 0 01/00/00
703300584 0.00 135,000.00 135,000.00 11.25 983.400 0 01/00/00
703300809 0.00 162,000.00 162,000.00 10.50 960.480 0 01/00/00
703300869 0.00 230,000.00 230,000.00 11.24 1,358.700 0 01/00/00
703300886 0.00 91,000.00 89,500.00 10.62 620.300 0 01/00/00
703300890 0.00 91,000.00 89,500.00 10.62 620.300 0 01/00/00
703300892 0.00 91,000.00 89,500.00 10.62 620.300 0 01/00/00
703300898 0.00 89,500.00 89,500.00 10.75 668.370 0 01/00/00
703300900 0.00 89,500.00 89,500.00 10.75 668.370 0 01/00/00
703300953 0.00 67,000.00 67,000.00 10.50 490.300 0 01/00/00
703300963 0.00 575,000.00 575,000.00 13.37 4,570.730 0 01/00/00
703300969 0.00 137,000.00 137,000.00 12.00 1,127.360 0 01/00/00
703300993 0.00 139,000.00 139,000.00 10.25 1,058.740 0 01/00/00
703300999 0.00 99,000.00 99,000.00 11.50 735.290 0 01/00/00
703301028 0.00 206,000.00 206,000.00 12.50 960.530 0 01/00/00
703301047 0.00 145,000.00 145,000.00 10.62 1,004.960 0 01/00/00
703301052 0.00 418,000.00 418,000.00 12.50 2,604.110 0 01/00/00
703301063 0.00 72,000.00 72,000.00 11.62 479.920 0 01/00/00
703301065 0.00 126,000.00 126,000.00 10.37 497.970 0 01/00/00
703301072 0.00 106,000.00 106,000.00 12.50 979.860 0 01/00/00
703301090 0.00 123,000.00 123,000.00 13.37 1,047.580 0 01/00/00
703301096 0.00 340,000.00 340,000.00 10.62 2,827.740 0 01/00/00
703301116 0.00 126,000.00 126,000.00 13.00 497.790 0 01/00/00
703301123 0.00 315,000.00 315,000.00 10.75 980.160 0 01/00/00
703301143 0.00 145,000.00 145,000.00 11.12 1,115.670 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
700600981 11/01/96 5.90 1.00 15.75 8.75Y 66.66A- Full SPFC
700600994 11/01/96 4.90 1.00 14.75 7.75N 65.00A- Stated SPFC
700601007 11/01/96 4.90 1.00 17.00 10.00N 84.99A- Full SPFC
700601009 11/01/96 5.90 1.00 17.75 10.75Y 70.00A- Stated SPFC
700601015 11/01/96 5.90 1.00 17.75 10.75Y 70.00A- Stated SPFC
700601019 11/01/96 5.90 1.00 17.00 10.00Y 80.00B Full SPFC
700601026 11/01/96 5.50 1.00 17.75 10.75N 74.79A Stated SPFC
700601034 11/01/96 4.90 1.00 17.00 10.00N 84.98A- Full SPFC
700601037 12/01/96 6.50 1.00 16.50 9.50Y 29.41C Stated SPFC
700601044 11/01/96 5.40 1.00 15.87 8.87Y 68.75A- Stated SPFC
700601085 12/01/96 5.90 1.00 17.50 10.50Y 43.13B Stated SPFC
700601090 12/01/96 5.15 1.00 16.25 9.25Y 85.00A- Full SPFC
700601092 12/01/96 5.40 1.00 15.75 8.75Y 80.00A- Lite SPFC
700601096 12/01/96 4.90 1.00 16.50 9.50Y 83.95A- Full SPFC
700601099 12/01/96 5.90 1.00 17.75 10.75Y 70.00B Stated SPFC
700601104 12/01/96 6.50 1.00 19.00 12.00Y 35.94D Stated SPFC
700601106 12/01/96 5.15 1.00 15.87 8.87Y 27.27A- Quick SPFC
700601111 01/01/97 5.40 1.00 16.75 9.75Y 80.00A- Lite SPFC
700601124 01/01/97 4.90 1.00 15.75 8.75Y 85.00A- Full SPFC
700601126 12/01/96 5.40 1.00 16.75 9.75Y 70.00A- Stated SPFC
700601128 01/01/97 6.50 1.00 18.75 11.75Y 60.00D Lite SPFC
700601133 01/01/97 5.50 1.00 17.50 10.50N 89.99A Full SPFC
700601151 12/01/96 4.90 1.00 16.00 9.00N 84.81A- Full SPFC
703201094 01/00/00 0.00 0.00 0.00 0.00Y 16.82A Full SPFC
703201111 01/00/00 0.00 0.00 0.00 0.00Y 16.23A Full SPFC
703201167 01/00/00 0.00 0.00 0.00 0.00Y 18.71A- Full SPFC
703201170 01/00/00 0.00 0.00 0.00 0.00Y 10.00A Full SPFC
703300110 01/00/00 0.00 0.00 0.00 0.00Y 48.49A- Stated SPFC
703300584 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full SPFC
703300809 01/00/00 0.00 0.00 0.00 0.00Y 64.81B Full SPFC
703300869 01/00/00 0.00 0.00 0.00 0.00Y 60.87A- Stated SPFC
703300886 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Full SPFC
703300890 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Full SPFC
703300892 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Full SPFC
703300898 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full SPFC
703300900 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full SPFC
703300953 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
703300963 01/00/00 0.00 0.00 0.00 0.00N 70.00C Lite SPFC
703300969 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
703300993 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
703300999 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
703301028 01/00/00 0.00 0.00 0.00 0.00Y 43.68D Stated SPFC
703301047 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
703301052 01/00/00 0.00 0.00 0.00 0.00Y 58.37D Stated SPFC
703301063 01/00/00 0.00 0.00 0.00 0.00Y 66.66C Full SPFC
703301065 01/00/00 0.00 0.00 0.00 0.00Y 43.65B Full SPFC
703301072 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full SPFC
703301090 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full SPFC
703301096 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full SPFC
703301116 01/00/00 0.00 0.00 0.00 0.00Y 35.71C Full SPFC
703301123 01/00/00 0.00 0.00 0.00 0.00Y 33.33B Quick SPFC
703301143 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
703301175 OTTLEY 1356 D STREET SE WASHINGTON D.C. DC 20003 NOO R SFR 360
800600161 PALSGRAAF 3893 WEST 250 NORTH WEST POINT UT 84015 OO P CONDO 360
800601639 CORDERO 10413-10415 GORMAN AVENUE LOS ANGELES CA 90002 OO R 2-4 FAMILY 360
800601703 WILLIAMS 48 WEST 300 SOUTH SALT LAKE CITY UT 84101 OO R CONDO 360
800601797 ROMERO 3128 WEST 7325 SOUTH WEST JORDAN UT 84084 OO R SFR 360
800601818 HAUSKNECHT 2197 EAST THISTLEWOOD WAY SANDY UT 84092 OO R SFR 360
800601835 KENSINGTON 2597 EAST OAK GROVE DRIVE SANDY UT 84092 OO R SFR 360
800601841 JUAREZ 1198 NORTH HUNTINGTON BOULEVARD POMONA CA 91768 OO R SFR 360
800601849 KUDLIK 2678 EAST HILLSDEN DRIVE SALT LAKE CITY UT 84117 OO R SFR 360
800601858 MILLER 694 WEST 200 NORTH PAROWAN UT 84761 OO R SFR 360
800601865 MOH 1610 KANUNU STREET HONOLULU HI 96814 OO R CONDO 360
800601881 PECK 5658 WEST CAPE COD DRIVE WEST VALLEY UT 84120 OO R SFR 360
800601883 MATHESON 6649 WEST KINGS ESTATE COURT WEST VALLEY UT 84120 OO R SFR 360
800601885 FULLER 2165 PRINCETON WAY REDDING CA 96003 OO R SFR 360
800601897 HEADSTREAM 4525 NORTH 66TH STREET SCOTTSDALE AZ 85251 OO P CONDO 360
800601903 HARKINS 38381 MARACAIBO CIRCLE EAST PALM SPRINGS AREA CA 92264 OO R SFR 360
800601909 YOKOTE 124 EAST KUHUOI STREET KAHULUI HI 96732 OO R SFR 360
800601926 JACKSON 8227 SOUTH 5220 WEST WEST JORDAN UT 84088 OO R SFR 360
800601946 MARTINEZ 2368 NORTH VALLEJO WAY UPLAND CA 91784 OO R SFR 360
800601967 JONES 415 SOUTH STREET HONOLULU HI 96813 OO P CONDO 360
800601988 TAKAHASHI 4630 LOWER HONOAPIILANI HIGHWAY LAHAINA HI 96761 OO R SFR 360
800601991 TURNER 4844 WEST 1500 NORTH DELTA UT 84624 OO R SFR 360
800602028 BOLERJACK 1500 EAST GAME CREEK ROAD JACKSON WY 83001 OO R SFR 360
800602042 CAMPBELL 814 EAST SHERMAN AVENUE SALT LAKE CITY UT 84105 OO R SFR 360
800602056 HAN 31900 PALM ROAD HEMET AREA CA 92543 OO P SFR 360
800602062 KOPLAN 9248 EAST HILLARY WAY SCOTTSDALE AZ 85260 NOO P SFR 360
800602079 OLSEN 2491 WEST ACACIA AVENUE HEMET CA 92545 NOO R CONDO 360
800602084 MOLTZ 88 WEST 50 SOUTH CENTERVILLE UT 84014 OO P CONDO 360
800602090 WARE 3301-3307 STUART STREET OAKLAND CA 94602 OO P 2-4 FAMILY 360
800602100 FONTANY 94-6820 MAMALAHOA HIGHWAY NAALEHU HI 96772 OO R SFR 360
800602110 SICARD 1593 SOUTH 700 EAST SALT LAKE CITY UT 84105 OO P 2-4 FAMILY 360
800602114 VALO'T 94-621 KAIEWA STREET WAIPAHU HI 96797 OO P SFR 360
800602117 SCHNABEL 6619 SOUTH DIXIE DRIVE WEST JORDAN UT 84084 OO R SFR 360
800602152 ZADROZNY 12466 SOUTH 1700 EAST DRAPER UT 84020 OO R SFR 360
800602164 CLEMANS 326 SOUTH WILLOW STREET FLORENCE AZ 85232 OO R SFR 360
800602168 LEMMON 2356 WEST 15000 SOUTH BLUFFDALE UT 84065 OO R SFR 360
800602173 BLANSET 163 KAIULANI STREET HILO HI 96720 OO R SFR 360
800602180 STEPHENSEN 1079 E. 29TH STREET OGDEN UT 84403 NOO P SFR 360
800602182 BROWN 1155 SOUTH 1000 EAST CLEARFIELD UT 84015 OO R CONDO 360
800602186 GRIFFIN 7655 PLEASANTS VALLEY ROAD VACAVILLE CA 95688 OO P SFR 360
800602191 HARMON 6746 SOUTH 1620 EAST SALT LAKE CITY UT 84121 OO R SFR 360
800602197 SKINNER 196 WEST 1225 NORTH LAYTON UT 84041 OO R SFR 360
800602207 SHOFFEITT 34147 AVENUE E YUCAIPA CA 92399 OO R SFR 360
800602216 ANDERSON 1245 6TH STREET OGDEN UT 84404 OO R SFR 360
800602233 ORTIZ 1309 VIA DEL CARMEL SANTA MARIA CA 93455 OO P SFR 360
800602242 BANGERTER 850 WEST 600 NORTH WEST BOUNTIFUL UT 84087 OO R SFR 360
800602248 GACUSAN 1950 NAHEMA STREET LIHUE HI 96766 OO R SFR 360
800602254 TABIOS 77-6543 SEAVIEW CIRCLE KAILUA-KONA HI 96740 OO R 2-4 FAMILY 360
800602256 PROSSEGGER 3674 OAKWOOD DRIVE PARK CITY UT 84060 2ND R SFR 360
800602260 FLORES 15039 BRIARHILL DRIVE SYLMAR AREA CA 91340 OO P SFR 360
800602262 FROST 77-6473 PRINCESS KEELIKOLANI DRIVE KAILUA-KONA HI 96740 OO R SFR 360
800602274 GIBBONS 2318 JEFFERSON AVENUE OGDEN UT 84401 NOO R 2-4 FAMILY 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
703301175 04/19/96 05/01/26 50,000.00 10.875 471.45 50,000.00 0.5 1 0.00
800600161 04/12/96 05/01/26 88,900.00 9.000 715.31 88,900.00 0.5 1 104,600.00
800601639 02/13/96 03/01/26 116,250.00 8.750 914.54 116,183.12 0.5 1 0.00
800601703 02/05/96 03/01/26 157,250.00 9.750 1,351.02 157,176.64 0.5 1 0.00
800601797 02/05/96 03/01/26 167,000.00 9.000 1,343.72 166,908.50 0.5 1 0.00
800601818 02/20/96 03/01/26 110,600.00 9.750 950.22 110,600.00 0.5 1 0.00
800601835 02/12/96 03/01/26 337,500.00 9.000 2,715.60 337,315.65 0.5 1 0.00
800601841 03/18/96 04/01/26 132,300.00 9.000 1,064.52 132,300.00 0.5 1 0.00
800601849 03/04/96 04/01/26 450,000.00 8.625 3,500.05 450,000.00 0.5 1 0.00
800601858 03/11/96 04/01/26 79,600.00 10.000 698.55 79,600.00 0.5 1 0.00
800601865 01/08/96 02/01/26 188,000.00 8.750 1,479.00 187,782.87 0.5 1 0.00
800601881 02/23/96 03/01/26 115,850.00 9.000 932.16 115,786.72 0.5 1 0.00
800601883 02/20/96 03/01/26 61,750.00 10.500 564.85 61,725.31
800601885 02/12/96 03/01/26 165,000.00 8.500 1,268.71 164,900.04 0.5 1 0.00
800601897 02/22/96 03/01/26 62,000.00 9.750 532.68 61,971.07 0.5 1 77,500.00
800601903 03/11/96 04/01/26 500,000.00 9.375 4,158.75 500,000.00 0.5 1 0.00
800601909 02/12/96 03/01/26 144,000.00 10.250 1,290.39 143,875.09 0.5 1 0.00
800601926 02/22/96 03/01/26 144,000.00 10.500 1,317.22 143,942.78
800601946 02/14/96 03/01/26 340,000.00 8.750 2,674.78 339,607.35 0.5 1 0.00
800601967 03/22/96 04/01/26 213,750.00 9.750 1,836.44 213,750.00 0.5 1 300,000.00
800601988 02/14/96 03/01/26 320,000.00 9.500 2,690.73 319,683.96 0.5 1 0.00
800601991 03/11/96 04/01/26 59,800.00 10.500 547.01 59,776.24
800602028 03/13/96 04/01/26 300,000.00 7.750 2,149.24 299,788.26 0.5 1 0.00
800602042 03/07/96 04/01/26 59,500.00 10.500 544.27 59,470.63
800602056 03/05/96 04/01/26 264,000.00 9.250 2,171.86 263,863.14 0.5 1 330,000.00
800602062 03/25/96 04/01/26 132,433.00 8.750 1,041.85 132,433.00 0.5 1 189,190.00
800602079 04/04/96 05/01/26 35,000.00 9.000 281.62 35,000.00 0.5 1 0.00
800602084 03/29/96 04/01/26 41,325.00 9.000 332.51 41,325.00 0.5 1 55,100.00
800602090 02/13/96 03/01/26 98,100.00 9.500 824.88 98,051.75 0.5 1 109,000.00
800602100 02/29/96 04/01/26 135,000.00 9.000 1,086.24 134,926.26 0.5 1 0.00
800602110 03/26/96 04/01/26 123,250.00 9.000 991.70 123,182.68 0.5 1 145,000.00
800602114 03/25/96 04/01/26 135,000.00 9.500 1,135.15 135,000.00 0.5 1 150,000.00
800602117 03/20/96 04/01/26 80,850.00 11.500 800.65 80,850.00 0.5 1 0.00
800602152 04/12/96 05/01/26 295,500.00 9.250 2,431.01 295,500.00 0.5 1 0.00
800602164 04/05/96 05/01/26 66,470.00 8.500 511.10 66,470.00 0.5 1 0.00
800602168 03/25/96 04/01/26 110,000.00 11.000 1,047.56 110,000.00 0.5 1 0.00
800602173 03/11/96 04/01/26 308,000.00 9.500 2,589.83 308,000.00 0.5 1 0.00
800602180 04/03/96 05/01/26 31,200.00 11.500 308.97 31,200.00 0.5 1 38,000.00
800602182 03/27/96 04/01/26 41,400.00 9.500 348.11 41,379.64 0.5 1 0.00
800602186 03/19/96 04/01/26 427,200.00 9.125 3,475.84 427,200.00 0.5 1 534,000.00
800602191 03/25/96 05/01/26 112,000.00 9.000 901.18 112,000.00 0.5 1 0.00
800602197 03/29/96 05/01/26 93,500.00 10.000 820.53 93,500.00 0.5
800602207 04/04/96 05/01/26 127,500.00 9.000 1,025.89 127,500.00 0.5 1 0.00
800602216 04/09/96 05/01/26 63,200.00 10.000 554.63 63,200.00 0.5 1 0.00
800602233 03/22/96 05/01/26 114,400.00 9.250 941.14 114,400.00 0.5 1 0.00
800602242 04/12/96 05/01/26 265,000.00 9.500 2,228.26 265,000.00 0.5 1 0.00
800602248 03/20/96 04/01/26 110,000.00 9.000 885.08 110,000.00 0.5 1 0.00
800602254 03/29/96 05/01/26 188,000.00 9.750 1,615.21 188,000.00 0.5 1 0.00
800602256 03/29/96 05/01/26 650,000.00 9.875 5,644.27 650,000.00 0.5 1 0.00
800602260 04/11/96 05/01/26 175,900.00 8.500 1,352.52 175,900.00 0.5 1 206,990.00
800602262 03/25/96 05/01/26 161,250.00 9.750 1,385.39 161,250.00 0.5 1 0.00
800602274 04/11/96 05/01/26 100,000.00 10.250 896.10 100,000.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANDI RFREPFRENRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
703301175 0.00 107,000.00 107,000.00 10.87 471.450 0 01/00/00
800600161 0.00 108,000.00 104,600.006-mo. LIBOR 9.00 715.316 0 11/01/96
800601639 0.00 155,000.00 155,000.006-mo. LIBOR 8.75 914.546 0 09/01/96
800601703 0.00 185,000.00 185,000.006-mo. LIBOR 9.75 1,351.026 0 09/01/96
800601797 0.00 203,000.00 203,000.006-mo. LIBOR 9.00 1,343.726 0 09/01/96
800601818 0.00 158,000.00 158,000.006-mo. LIBOR 9.75 950.226 0 09/01/96
800601835 0.00 450,000.00 450,000.006-mo. LIBOR 9.00 2,715.606 0 09/01/96
800601841 0.00 147,000.00 147,000.006-mo. LIBOR 9.00 1,064.526 0 10/01/96
800601849 0.00 800,000.00 800,000.006-mo. LIBOR 8.62 3,500.056 0 10/01/96
800601858 0.00 99,500.00 99,500.006-mo. LIBOR 10.00 698.556 0 10/01/96
800601865 0.00 235,000.00 235,000.006-mo. LIBOR 8.75 1,479.006 0 08/01/96
800601881 0.00 136,300.00 136,300.006-mo. LIBOR 9.00 932.166 0 09/01/96
800601883 0.00 95,000.00 95,000.006-mo. LIBOR 10.50 564.856 0 09/01/96
800601885 0.00 284,000.00 284,000.006-mo. LIBOR 8.50 1,268.716 0 09/01/96
800601897 0.00 79,000.00 77,500.006-mo. LIBOR 9.75 532.686 0 09/01/96
800601903 0.00 700,000.00 700,000.006-mo. LIBOR 9.37 4,158.756 0 10/01/96
800601909 0.00 180,000.00 180,000.006-mo. LIBOR 10.25 1,290.396 0 09/01/96
800601926 0.00 160,000.00 160,000.006-mo. LIBOR 10.50 1,317.226 0 09/01/96
800601946 0.00 425,000.00 425,000.006-mo. LIBOR 8.75 2,674.786 0 09/01/96
800601967 0.00 285,000.00 285,000.006-mo. LIBOR 9.75 1,836.446 0 10/01/96
800601988 0.00 435,000.00 435,000.006-mo. LIBOR 9.50 2,690.736 0 09/01/96
800601991 0.00 92,000.00 92,000.006-mo. LIBOR 10.50 547.016 0 10/01/96
800602028 0.00 610,000.00 610,000.006-mo. LIBOR 7.75 2,149.246 0 10/01/96
800602042 0.00 85,000.00 85,000.006-mo. LIBOR 10.50 544.276 0 10/01/96
800602056 0.00 330,000.00 330,000.006-mo. LIBOR 9.25 2,171.866 0 10/01/96
800602062 0.00 190,000.00 189,190.006-mo. LIBOR 8.75 1,041.856 0 10/01/96
800602079 0.00 50,000.00 50,000.006-mo. LIBOR 9.00 281.626 0 11/01/96
800602084 0.00 56,300.00 55,100.006-mo. LIBOR 9.00 332.516 0 10/01/96
800602090 0.00 115,000.00 109,000.006-mo. LIBOR 9.50 824.886 0 09/01/96
800602100 0.00 240,000.00 240,000.006-mo. LIBOR 9.00 1,086.246 0 10/01/96
800602110 0.00 170,000.00 145,000.006-mo. LIBOR 9.00 991.706 0 10/01/96
800602114 0.00 209,000.00 150,000.006-mo. LIBOR 9.50 1,135.156 0 10/01/96
800602117 0.00 107,800.00 107,800.006-mo. LIBOR 11.50 800.656 0 10/01/96
800602152 0.00 394,000.00 394,000.006-mo. LIBOR 9.25 2,431.016 0 11/01/96
800602164 0.00 78,200.00 78,200.006-mo. LIBOR 8.50 511.106 0 11/01/96
800602168 0.00 173,000.00 173,000.006-mo. LIBOR 11.00 1,047.566 0 10/01/96
800602173 0.00 385,000.00 385,000.006-mo. LIBOR 9.50 2,589.836 0 10/01/96
800602180 0.00 39,000.00 38,000.006-mo. LIBOR 11.50 308.976 0 11/01/96
800602182 0.00 46,000.00 46,000.006-mo. LIBOR 9.50 348.116 0 10/01/96
800602186 0.00 535,000.00 534,000.006-mo. LIBOR 9.12 3,475.846 0 10/01/96
800602191 0.00 160,000.00 160,000.00 9.00 901.180 0 01/00/00
800602197 0.00 110,000.00 110,000.006-mo. LIBOR 10.00 820.536 0 11/01/96
800602207 0.00 150,000.00 150,000.006-mo. LIBOR 9.00 1,025.896 0 11/01/96
800602216 0.00 79,000.00 79,000.006-mo. LIBOR 10.00 554.636 0 11/01/96
800602233 0.00 143,000.00 143,000.006-mo. LIBOR 9.25 941.146 0 11/01/96
800602242 0.00 335,000.00 335,000.006-mo. LIBOR 9.50 2,228.266 0 11/01/96
800602248 0.00 245,000.00 245,000.006-mo. LIBOR 9.00 885.086 0 10/01/96
800602254 0.00 235,000.00 235,000.006-mo. LIBOR 9.75 1,615.216 0 11/01/96
800602256 0.00 1,150,000.00 1,150,000.00 6-mo. LIBOR 9.87 5,644.276 0 11/01/96
800602260 0.00 207,000.00 206,990.006-mo. LIBOR 8.50 1,352.526 0 11/01/96
800602262 0.00 215,000.00 215,000.00 9.75 1,385.390 0 01/00/00
800602274 0.00 125,000.00 125,000.006-mo. LIBOR 10.25 896.106 0 11/01/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
703301175 01/00/00 0.00 0.00 0.00 0.00Y 46.72A- Stated SPFC
800600161 12/01/96 5.40 1.00 16.00 9.00N 84.99A- Alt SPFC
800601639 10/01/96 5.90 1.00 15.75 8.75Y 75.00A- Stated SPFC
800601703 10/01/96 4.90 1.00 16.75 9.75Y 85.00A- Full SPFC
800601797 10/01/96 4.90 1.00 16.00 9.00Y 82.26A- Full SPFC
800601818 10/01/96 6.40 1.00 16.75 9.75Y 70.00B Stated SPFC
800601835 10/01/96 5.40 1.00 16.00 9.00Y 75.00A- Stated SPFC
800601841 11/01/96 5.00 1.00 16.00 9.00Y 90.00A Full SPFC
800601849 11/01/96 5.27 1.00 15.62 8.62Y 56.25A- Full SPFC
800601858 11/01/96 5.40 1.00 17.00 10.00Y 80.00B Full SPFC
800601865 09/01/96 5.80 1.50 15.75 8.75Y 80.00A- Lite SPFC
800601881 10/01/96 4.90 1.00 16.00 9.00Y 84.99A- Alt SPFC
800601883 10/01/96 6.00 1.00 17.50 10.50Y 65.00D Full SPFC
800601885 10/01/96 5.40 1.00 15.50 8.50Y 58.09A- Stated SPFC
800601897 10/01/96 6.40 1.00 16.75 9.75N 80.00A- Lite SPFC
800601903 11/01/96 6.52 1.00 16.37 9.37Y 71.42A- Stated SPFC
800601909 10/01/96 6.25 1.00 17.25 10.25Y 80.00A Stated SPFC
800601926 10/01/96 5.00 1.00 17.50 10.50Y 90.00A Full SPFC
800601946 10/01/96 6.00 1.50 15.75 8.75Y 80.00A- Lite SPFC
800601967 11/01/96 5.40 1.00 16.75 9.75N 75.00A- Full SPFC
800601988 10/01/96 5.90 1.00 16.50 9.50Y 73.56A- Stated SPFC
800601991 11/01/96 6.00 1.00 17.50 10.50Y 65.00D Full SPFC
800602028 11/01/96 4.90 1.00 14.75 7.75Y 49.18A- Stated SPFC
800602042 11/01/96 6.15 1.00 17.50 10.50Y 70.00B Stated SPFC
800602056 11/01/96 5.90 1.00 16.25 9.25N 80.00A- Lite SPFC
800602062 11/01/96 5.40 1.00 15.75 8.75N 70.00A- Full SPFC
800602079 12/01/96 6.40 1.00 16.00 9.00Y 70.00A- Stated SPFC
800602084 11/01/96 5.90 1.00 16.00 9.00N 75.00A- Stated SPFC
800602090 10/01/96 5.50 1.00 16.50 9.50N 90.00A Full SPFC
800602100 11/01/96 5.90 1.00 16.00 9.00Y 56.25A- Stated SPFC
800602110 11/01/96 5.40 1.00 16.00 9.00N 85.00A- Full SPFC
800602114 11/01/96 5.50 1.00 16.50 9.50N 90.00A Full SPFC
800602117 11/01/96 5.75 1.00 18.50 11.50Y 75.00C Alt SPFC
800602152 12/01/96 5.40 1.00 16.25 9.25Y 75.00A- Stated SPFC
800602164 12/01/96 4.90 1.00 15.50 8.50Y 85.00A- Full SPFC
800602168 11/01/96 6.00 1.00 18.00 11.00Y 63.58D Full SPFC
800602173 11/01/96 5.40 1.00 16.50 9.50Y 80.00A- Lite SPFC
800602180 12/01/96 6.00 1.00 18.50 11.50N 82.10A Full SPFC
800602182 11/01/96 5.50 1.00 16.50 9.50Y 90.00A Full SPFC
800602186 11/01/96 5.78 1.00 16.12 9.12N 80.00A- Lite SPFC
800602191 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
800602197 12/01/96 4.90 1.00 17.00 10.00Y 85.00A- Alt SPFC
800602207 12/01/96 5.40 1.00 16.00 9.00Y 85.00A- Full SPFC
800602216 12/01/96 5.90 1.00 17.00 10.00Y 80.00B Full SPFC
800602233 12/01/96 5.40 1.00 16.25 9.25N 80.00A- Lite SPFC
800602242 12/01/96 6.65 1.00 16.50 9.50Y 79.10A- Lite SPFC
800602248 11/01/96 5.40 1.00 16.00 9.00Y 44.89B Stated SPFC
800602254 12/01/96 5.90 1.00 16.75 9.75N 80.00A- Lite SPFC
800602256 12/01/96 6.27 1.00 16.87 9.87Y 56.52A- Stated SPFC
800602260 12/01/96 4.90 1.00 15.50 8.50N 84.98A- Full SPFC
800602262 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
800602274 12/01/96 6.90 1.00 17.25 10.25Y 80.00A- Alt SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
800602278 GIBBONS 2322 JEFFERSON AVENUE OGDEN UT 84401 NOO R 2-4 FAMILY 360
800602282 KIM 1366 HONOKAHUA STREET HONOLULU HI 96825 OO R SFR 360
800602284 BRAND 68-3720 LUA-HOANA PLACE WAIKOLOA HI 96738 OO P PUD 360
800602290 RILEY 77-6481 ONO ROAD KAILUA KONA HI 96740 OO R SFR 360
800602317 SACHS 4967 WALLACE LANE SALT LAKE CITY UT 84117 OO R SFR 360
800602320 SANCHEZ 46-4099 MAMALAHOA HIGHWAY HONOKAA HI 96727 OO R SFR 360
800602335 HEPNER 470 SOUTH DOWNS DRIVE OGDEN UT 84404 OO P SFR 360
800602355 FERNANDEZ 2466 LILIUOKALANI STREET KILAUEA HI 96754 OO R SFR 360
800602371 SALAS LOT 69 AWAMOA WAY WAIKOLOA HI 96738 OO R PUD 360
803202250 HUGGINS JR. 2458 ANTELOPE DRIVE CORONA CA 91720 OO R SFR 180
803202303 BARNEY 289 CHAMPLAIN TOOELE UT 84074 OO R SFR 180
803202343 WILLIAMS 11684 NORTH 9200 WEST BOTHWELL UT 84337 OO R SFR 120
803202369 OSUNA 16442 EAST COMPO REAL DRIVE HACIENDA HEIGHTS CA 91745 OO R SFR 120
803202375 WARWAR 196 SOUTH SAGEWOOD STREET ORANGE CA 92669 OO R SFR 180
803202377 SUGAI 98-508 KILIOHU LOOP AIEA HI 96701 OO R PUD 180
803202391 PENDLEY 1530 CENTER STREET REDLANDS CA 92373 OO R SFR 180
803202408 PEARSON 1604 HILLSBORO DRIVE LAYTON UT 84040 OO R SFR 180
803202418 MCMURRAY 802 SOUTH FILLMORE AVENUE RIALTO CA 92376 OO R SFR 180
803300884 MATLOCK 613 SOUTH PANNES AVENUE COMPTON CA 90221 OO R SFR 360
803301306 GRAY 903 WESTFIELD AVENUE TULARE CA 93274 OO R SFR 360
803301336 ROLDAN 555 APACHE ROAD PERRIS CA 92570 OO R SFR 360
803301351 RODRIGUEZ 4710 EAST 14TH STREET LONG BEACH CA 90804 OO R SFR 360
803301361 KAISAKI 1441 SOUTH CYPRESS AVENUE ONTARIO CA 91762 OO R SFR 360
803301378 JORGENSEN 60 EAST 200 SOUTH MOUNT PLEASANT UT 84647 OO R SFR 360
803301440 MOWERY 2432 AROWHEAD STREET NORTH LAS VEGAS NV 89030 NOO R 2-4 FAMILY 360
803301445 JONES 2366 RAMONA AVENUE SAN BERNARDINO CA 92411 OO R SFR 360
803301459 KIDDER 729 HIGHLAND LANE SUGARLOAF CA 92386 OO R SFR 360
803301464 CSER 15050 CHOLLA ROAD WHITEWATER CA 92282 OO R SFR 360
803301475 KISOR 1467 SOUTH COPPER MOUNTAIN DRIVE DIAMOND BAR CA 91765 OO R SFR 180
803301492 DENNISON 42677 BEDFORD DRIVE NEWBERRY SPRINGS CA 92365 OO R SFR 360
803301494 BOND 525 18TH STREET EVANSTON WY 82930 OO R SFR 360
803301497 LONG 3725 & 3727 SOUTH ELLIS STREET CORONA CA 91719 OO R 2-4 FAMILY 360
803301502 WILKINS 1468 NORTH 8TH STREET BANNING AREA CA 92220 NOO R SFR 180
803301507 BOWERS 150 HAUOLI ROAD WAILUKU HI 96793 OO P CONDO 360
803301513 ORDONEZ 800 HOOMAU STREET WAILUKU HI 96793 OO R PUD 360
803301528 KEFFELER 6415 BEVERLEY BOULEVARD EVERETT WA 98203 NOO R SFR 360
803301531 MORGAN 13-763 MALAMA STEET PAHOA HI 96778 OO R SFR 360
803301551 SWANSON 30982 VELOUR STREET NEWBERRY SPRINGS CA 92365 OO R SFR 360
803301579 LEMAIRE 6921 ELM AVENUE CYPRESS CA 90630 OO P SFR 360
803301593 SING 21415 NORTH MYRTLE COLBERT WA 99005 OO R SFR 360
803301595 GETZ 17911 CAJALCO ROAD PERRIS AREA CA 92570 OO R SFR 360
803301606 CARLOS 10440 FOURTH AVENUE HESPERIA CA 92345 OO R SFR 360
803301619 PERRY 6621 A. ACACIA ROAD PHELAN CA 92371 OO R SFR 180
803301625 RIVERA 559 SOUTH 1000 WEST SALT LAKE CITY UT 84104 OO R SFR 360
803301661 MILLER 300 EAST NORTHERN AVENUE PHOENIX AZ 85020 OO R SFR 360
803301671 STUBBS 2733 EAST 4000 SOUTH VERNAL UT 84078 OO R SFR 360
803301674 NOYCE 1785 EAST MAPLE HILLS DRIVE BOUNTIFUL UT 84010 OO R SFR 360
803301711 COLEMAN 1486 CARROLL AVENUE ST. PAUL MN 55104 OO R SFR 360
803301717 LUNA 22929 HORIZON STREET APPLE VALLEY CA 92308 OO P SFR 360
803301720 FERGINS 2130 MALLORY STREET SAN BERNARDINO AREA CA 92405 OO R SFR 360
803301725 MYERS 6150 CLARIDGE DRIVE RIVERSIDE CA 92506 OO P SFR 360
803301744 HENRY 14-547 SEAVIEW ROAD PAHOA HI 96778 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
800602278 04/11/96 05/01/26 95,200.00 10.250 853.09 95,200.00 0.5 1 0.00
800602282 04/03/96 05/01/26 110,000.00 11.000 1,047.56 110,000.00 0.5 1 0.00
800602284 04/03/96 05/01/26 262,500.00 9.000 2,112.13 262,500.00 0.5 1 0.00
800602290 03/27/96 05/01/26 412,500.00 9.375 3,430.97 412,500.00 0.5 1 0.00
800602317 04/25/96 06/01/26 186,800.00 9.250 1,536.76 186,800.00 0.5 1 0.00
800602320 04/03/96 05/01/26 150,000.00 9.250 1,234.01 150,000.00 0.5 1 0.00
800602335 04/10/96 05/01/26 100,692.00 9.750 865.10 100,692.00 0.5 1 0.00
800602355 04/17/96 05/01/26 152,000.00 10.250 1,362.07 152,000.00 0.5 1 0.00
800602371 04/18/96 05/01/26 260,000.00 9.500 2,186.22 260,000.00 0.5 1 0.00
803202250 03/04/96 04/01/11 29,000.00 12.500 357.43 28,944.65 0.5 2 0.00
803202303 03/18/96 04/01/11 31,000.00 13.490 402.27 31,000.00 0.5 2 0.00
803202343 04/15/96 06/05/01 22,000.00 12.990 328.35 22,000.00 0.5 2 0.00
803202369 04/12/96 06/05/01 21,600.00 13.500 328.91 21,600.00 0.5 2 0.00
803202375 04/19/96 05/01/11 47,200.00 12.990 596.88 47,200.00 0.5 2 0.00
803202377 04/20/96 04/25/11 49,000.00 13.500 636.18 49,000.00 0.5 2 0.00
803202391 05/01/96 06/01/11 25,500.00 13.500 331.07 25,500.00 0.5 2 0.00
803202408 04/24/96 05/01/11 37,990.00 13.000 480.67 37,990.00 0.5 2 0.00
803202418 05/01/96 06/01/11 27,500.00 12.500 338.94 27,500.00 0.5 2 0.00
803300884 02/07/96 03/01/26 112,000.00 10.750 1,045.50 111,915.29 0.5 1 0.00
803301306 02/27/96 04/01/26 56,000.00 9.750 481.13 55,947.53 0.5 1 0.00
803301336 04/02/96 05/01/26 40,000.00 11.375 392.31 40,000.00 0.5 1 0.00
803301351 02/20/96 03/01/26 155,700.00 11.750 1,571.65 155,605.36 0.5 1 0.00
803301361 02/05/96 03/01/26 93,600.00 9.750 804.17 93,556.33 0.5 1 0.00
803301378 02/01/96 03/01/26 77,350.00 10.250 693.13 77,317.57 0.5 1 0.00
803301440 02/23/96 03/01/26 56,000.00 11.125 538.60 55,980.57 0.5 1
803301445 03/18/96 04/01/26 71,100.00 10.500 650.38 71,100.00
803301459 04/05/96 05/01/26 88,800.00 10.625 820.60 88,800.00 0.5 1 0.00
803301464 02/01/96 03/01/26 57,600.00 9.750 494.87 57,546.04 0.5 1 0.00
803301475 02/02/96 03/01/11 27,000.00 13.500 350.55 26,905.87 0.5
803301492 02/12/96 03/01/26 50,000.00 10.375 452.70 49,959.01 0.5 1 0.00
803301494 02/21/96 03/01/26 51,000.00 11.000 485.68 50,981.82 0.5 1 0.00
803301497 04/05/96 05/01/26 105,000.00 11.625 1,049.83 105,000.00 0.5 1 0.00
803301502 03/06/96 04/01/11 92,000.00 10.250 1,002.75 92,000.00 0.5 1 0.00
803301507 01/23/96 03/01/26 105,600.00 9.500 887.94 105,495.71 0.5 1 132,000.00
803301513 01/19/96 03/01/26 168,000.00 11.250 1,631.72 167,886.03 0.5 1 0.00
803301528 02/14/96 03/01/26 78,600.00 10.750 733.72 78,570.40 0.5 1 0.00
803301531 01/18/96 03/01/26 77,500.00 8.500 595.91 77,453.05 0.5 1 0.00
803301551 02/12/96 03/01/26 40,000.00 10.375 362.16 39,967.20 0.5 1 0.00
803301579 02/12/96 03/01/26 161,500.00 10.000 1,417.28 161,428.55 0.5 1 0.00
803301593 02/26/96 03/01/26 98,000.00 9.990 859.30 97,956.55 0.5 1 0.00
803301595 02/21/96 03/01/26 52,500.00 10.000 460.73 52,476.77 0.5 1 0.00
803301606 03/08/96 04/01/26 60,000.00 10.500 548.84 60,000.00
803301619 03/25/96 04/01/11 27,950.00 10.000 300.35 27,882.57 0.5 1 0.00
803301625 02/20/96 03/01/26 69,000.00 10.125 611.91 68,940.31 0.5 1 0.00
803301661 06/19/95 07/01/25 393,700.00 9.125 3,203.27 393,279.39 0.5 1 0.00
803301671 02/22/96 03/01/26 40,000.00 10.500 365.90 39,959.83
803301674 02/15/96 03/01/26 600,000.00 10.875 5,657.34 599,780.16 0.5 1 0.00
803301711 03/01/96 04/01/26 84,000.00 9.750 721.69 84,000.00 0.5 1 0.00
803301717 03/26/96 04/01/26 76,500.00 10.375 692.64 76,500.00 0.5 1 95,000.00
803301720 03/27/96 04/01/26 65,000.00 10.875 612.88 64,976.18 0.5 1 0.00
803301725 03/01/96 04/01/26 271,520.00 10.250 2,433.09 271,406.14 0.5 1 339,400.00
803301744 01/24/96 03/01/26 58,400.00 10.750 545.15 58,306.10 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C>
800602278 0.00 119,000.00 119,000.006-mo. LIBOR 10.25853.69 0 11/01/96
800602282 0.00 400,000.00 400,000.006-mo. LIBOR 11.001,046.56 0 11/01/96
800602284 0.00 350,000.00 350,000.00 9.00 2,112.130 0 01/00/00
800602290 0.00 550,000.00 550,000.006-mo. LIBOR 9.373,436.97 0 11/01/96
800602317 0.00 233,500.00 233,500.006-mo. LIBOR 9.251,536.76 0 12/01/96
800602320 0.00 200,000.00 200,000.006-mo. LIBOR 9.251,236.01 0 11/01/96
800602335 0.00 125,685.00 125,685.006-mo. LIBOR 9.75865.60 0 11/01/96
800602355 0.00 190,000.00 190,000.006-mo. LIBOR 10.251,366.07 0 11/01/96
800602371 0.00 350,000.00 350,000.006-mo. LIBOR 9.502,186.22 0 11/01/96
803202250 69,600.00 145,000.00 145,000.00 12.50 357.430 0 01/00/00
803202303 54,000.00 101,000.00 101,000.00 13.49 402.270 0 01/00/00
803202343 65,473.00 105,000.00 105,000.00 12.99 328.350 0 01/00/00
803202369 175,563.00 232,000.00 232,000.00 13.50 328.910 0 01/00/00
803202375 224,756.00 320,000.00 320,000.00 12.99 596.880 0 01/00/00
803202377 226,873.00 325,000.00 325,000.00 13.50 636.180 0 01/00/00
803202391 194,451.00 245,000.00 245,000.00 13.50 331.070 0 01/00/00
803202408 62,508.00 134,000.00 134,000.00 13.00 480.670 0 01/00/00
803202418 56,174.00 105,000.00 105,000.00 12.50 338.940 0 01/00/00
803300884 0.00 140,000.00 140,000.00 10.75 1,045.500 0 01/00/00
803301306 0.00 71,000.00 71,000.00 9.75 481.130 0 01/00/00
803301336 0.00 62,000.00 62,000.00 11.37 392.310 0 01/00/00
803301351 0.00 173,000.00 173,000.00 11.75 1,571.650 0 01/00/00
803301361 0.00 117,000.00 117,000.00 9.75 804.170 0 01/00/00
803301378 0.00 91,000.00 91,000.00 10.25 693.130 0 01/00/00
803301440 0.00 80,000.00 80,000.00 11.12 538.600 0 01/00/00
803301445 0.00 79,000.00 79,000.00 10.50 650.380 0 01/00/00
803301459 0.00 111,000.00 111,000.00 10.62 820.600 0 01/00/00
803301464 0.00 72,000.00 72,000.00 9.75 494.870 0 01/00/00
803301475 163,745.00 220,000.00 220,000.00 13.50 350.550 0 01/00/00
803301492 0.00 98,000.00 98,000.00 10.37 452.700 0 01/00/00
803301494 0.00 68,000.00 68,000.00 11.00 485.680 0 01/00/00
803301497 0.00 150,000.00 150,000.00 11.62 1,049.830 0 01/00/00
803301502 0.00 116,000.00 116,000.00 10.25 1,002.750 0 01/00/00
803301507 0.00 138,000.00 132,000.00 9.50 887.940 0 01/00/00
803301513 0.00 240,000.00 240,000.00 11.25 1,631.720 0 01/00/00
803301528 0.00 98,266.00 98,266.00 10.75 733.720 0 01/00/00
803301531 0.00 120,000.00 120,000.00 8.50 595.910 0 01/00/00
803301551 0.00 88,000.00 88,000.00 10.37 362.160 0 01/00/00
803301579 0.00 190,000.00 190,000.00 10.00 1,417.280 0 01/00/00
803301593 0.00 145,000.00 145,000.00 9.99 859.300 0 01/00/00
803301595 0.00 75,000.00 75,000.00 10.00 460.730 0 01/00/00
803301606 0.00 75,000.00 75,000.00 10.50 548.840 0 01/00/00
803301619 0.00 43,000.00 43,000.00 10.00 300.350 0 01/00/00
803301625 0.00 92,000.00 92,000.00 10.12 611.910 0 01/00/00
803301661 0.00 550,000.00 550,000.00 9.12 3,203.270 0 01/00/00
803301671 0.00 102,300.00 102,300.00 10.50 365.900 0 01/00/00
803301674 0.00 1,100,000.00 1,100,000.00 10.875,650.34 0 01/00/00
803301711 0.00 105,000.00 105,000.00 9.75 721.690 0 01/00/00
803301717 0.00 95,000.00 95,000.00 10.37 692.640 0 01/00/00
803301720 0.00 105,000.00 105,000.00 10.87 612.880 0 01/00/00
803301725 0.00 345,000.00 339,400.00 10.25 2,433.090 0 01/00/00
803301744 0.00 73,000.00 73,000.00 10.75 545.150 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
800602278 12/01/96 6.90 1.00 17.25 10.25Y 80.00A- Alt SPFC
800602282 12/01/96 6.50 1.00 18.00 11.00Y 27.50D Stated SPFC
800602284 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
800602290 12/01/96 5.77 1.00 16.37 9.37Y 75.00A- Stated SPFC
800602317 01/01/97 6.15 1.00 16.25 9.25Y 80.00A- Lite SPFC
800602320 12/01/96 5.40 1.00 16.25 9.25Y 75.00A- Stated SPFC
800602335 12/01/96 5.40 1.00 16.75 9.75N 80.11B Full SPFC
800602355 12/01/96 5.90 1.00 17.25 10.25Y 80.00B Full SPFC
800602371 12/01/96 6.15 1.00 16.50 9.50Y 74.28A- Lite SPFC
803202250 01/00/00 0.00 0.00 0.00 0.00Y 20.00A- Full SPFC
803202303 01/00/00 0.00 0.00 0.00 0.00Y 30.69A- Full SPFC
803202343 01/00/00 0.00 0.00 0.00 0.00Y 20.95A- Full SPFC
803202369 01/00/00 0.00 0.00 0.00 0.00N 9.31A- Alt SPFC
803202375 01/00/00 0.00 0.00 0.00 0.00Y 14.75A- Full SPFC
803202377 01/00/00 0.00 0.00 0.00 0.00Y 15.07A- Full SPFC
803202391 01/00/00 0.00 0.00 0.00 0.00Y 10.40A Full SPFC
803202408 01/00/00 0.00 0.00 0.00 0.00Y 28.35A- Lite SPFC
803202418 01/00/00 0.00 0.00 0.00 0.00Y 26.19A- Full SPFC
803300884 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
803301306 01/00/00 0.00 0.00 0.00 0.00N 78.87A- Full SPFC
803301336 01/00/00 0.00 0.00 0.00 0.00Y 64.51C Stated SPFC
803301351 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full SPFC
803301361 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full SPFC
803301378 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
803301440 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Stated SPFC
803301445 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full SPFC
803301459 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
803301464 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full SPFC
803301475 01/00/00 0.00 0.00 0.00 0.00Y 12.27A Full SPFC
803301492 01/00/00 0.00 0.00 0.00 0.00Y 51.02C Full SPFC
803301494 01/00/00 0.00 0.00 0.00 0.00N 75.00C Alt SPFC
803301497 01/00/00 0.00 0.00 0.00 0.00Y 70.00C Full SPFC
803301502 01/00/00 0.00 0.00 0.00 0.00Y 79.31A Alt SPFC
803301507 01/00/00 0.00 0.00 0.00 0.00N 80.00A Stated SPFC
803301513 01/00/00 0.00 0.00 0.00 0.00Y 70.00C Full SPFC
803301528 01/00/00 0.00 0.00 0.00 0.00Y 79.98A Full SPFC
803301531 01/00/00 0.00 0.00 0.00 0.00N 64.58A- Stated SPFC
803301551 01/00/00 0.00 0.00 0.00 0.00Y 45.45C Full SPFC
803301579 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
803301593 01/00/00 0.00 0.00 0.00 0.00Y 67.58A- Stated SPFC
803301595 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Lite SPFC
803301606 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
803301619 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Full SPFC
803301625 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
803301661 01/00/00 0.00 0.00 0.00 0.00Y 71.58A- Full SPFC
803301671 01/00/00 0.00 0.00 0.00 0.00Y 39.10A- Full SPFC
803301674 01/00/00 0.00 0.00 0.00 0.00Y 54.54A- Stated SPFC
803301711 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Alt SPFC
803301717 01/00/00 0.00 0.00 0.00 0.00N 80.52A- Full SPFC
803301720 01/00/00 0.00 0.00 0.00 0.00Y 61.90B Full SPFC
803301725 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Lite SPFC
803301744 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
803301756 BRADSHAW 398 EAST TABERNACLE STREET ST. GEORGE UT 84770 OO R SFR 360
803301768 FRANKLIN 12310 WILDFLOWER LANE RIVERSIDE CA 92503 OO R SFR 360
803301796 KOLINSKI 315 WEST SAN JUAN AVENUE PHOENIX AZ 85014 OO P SFR 360
803301801 WESTBROOK 31125 MORNINGSIDE STREET LUCERNE VALLEY AREA CA 92356 OO R SFR 360
803301810 SCOTT 282 NORTH HARRIS STREEET GIDDINGS TX 78942 OO P SFR 360
803301829 MARTINEZ 13280 BENSON AVENUE CHINO CA 91710 NOO R SFR 360
803301844 SCHONDEL 246 EAST VIRGINIA WAY BARSTOW CA 92311 OO R SFR 180
803301851 VAN HALE 163 HAY STREET LONE PINE CA 93545 NOO R SFR 360
803301855 TAKAHASHI 33588 AVENUE 12 MADERA CA 93638 OO R SFR 360
803301857 ELLIOTT 4433 10TH AVENUE LOS ANGELES CA 90043 OO R SFR 360
803301870 METCALF 9482 DODGE ROAD LUCERNE VALLEY AREA CA 92356 OO R SFR 360
803301876 MCGHIN 4129 KOKO DRIVE HONOLULU HI 96816 OO R SFR 360
803301892 BUCKLE 3421 WEST 71ST STREET LOS ANGELES CA 90043 OO P SFR 360
803301907 YORK 5805 SWEENEY CIRCLE AUSTIN TX 78723 NOO P 2-4 FAMILY 360
803301911 YORK 5807 SWEENEY CIRCLE AUSTIN TX 78723 NOO P 2-4 FAMILY 360
803301913 YORK 5809 SWEENEY CIRCLE AUSTIN TX 78723 NOO P 2-4 FAMILY 360
803301927 SMITH 5526 SYLVIA AVENUE TARZANA CA 91356 OO P SFR 360
803301929 GOOMAN 94-968 AWANANI STREET WAIPAHU HI 96797 OO R SFR 360
803301931 HANSEN 1041 NORTH 400 EAST PLEASANT GROVE UT 84062 OO R SFR 360
803301935 CASTILLO 20860 FOX STREET PERRIS CA 92570 OO R SFR 180
803301939 RUDE 1529 EAST WINDSONG DRIVE PHOENIX AZ 85048 OO P SFR 360
803301943 LEE 4187 EAST WILDCAT DRIVE CAVE CREEK AZ 85331 OO P SFR 360
803301947 SUGAYA 3200 WAILEA ALANUI DRIVE KIHEI HI 96753 NOO R CONDO 360
803301952 LAWSON 525 SAN MIGUEL DRIVE CORONA CA 91719 OO R SFR 360
803301979 BANARIA 458 AVOCADO AVENUE PASADENA CA 91107 OO P SFR 360
803301988 JAQUES 1214 WEST SENATOR CIRCLE WOODS CROSS UT 84087 OO R SFR 360
803301993 WILLIAMS 78805 LOWE DRIVE LA QUINTA CA 92253 NOO R SFR 360
803301999 BARONE 8692 PECAN AVENUE RANCHO CUCAMONGA CA 91739 NOO P SFR 360
803302019 SAGE 4201 EAST CAMELBACK ROAD PHOENIX AZ 85018 OO P CONDO 360
803302024 CUTRER 1424 & 1426 NORTH MANDALAY ROAD SALT LAKE CITY UT 84116 NOO R 2-4 FAMILY 360
803302030 SCHAEFFER 5533 WEST 5505 SOUTH SALT LAKE CITY UT 84118 OO R SFR 360
803302060 EREKSON 2598 WEST DONNAWOOD CIRCLE WEST JORDAN UT 84084 OO R SFR 180
803302065 NEWMAN 154 SOUTH 350 EAST NORTH SALT LAKE UT 84054 OO R SFR 360
803302098 HAWKES 1223 WEST PRESIDENTIAL DRIVE WOODSCROSS UT 84087 OO R SFR 360
803302116 STAFFORD 822 EAST PENROD DRIVE CARSON CA 90746 OO R SFR 360
803302118 GUTIERREZ 84-181 MAGNOLIA STREET COACHELLA CA 92236 OO P SFR 360
803302136 LAZARAKIS 24 NORTH 600 WEST SALT LAKE CITY UT 84116 NOO R SFR 360
803302138 BARROS 1438 ONIONI STREET KAILUA HI 96734 OO R SFR 360
803302187 YAGIN 1413 GLEN AVENUE WAHIAWA HI 96786 OO R SFR 360
803302221 PIMENTEL 23708 WEST FALCON CREST PLACE VALENCIA CA 91354 OO P SFR 360
803302231 TWETEN SR. 2001 SOUTH BONITA AVENUE ONTARIO CA 91762 NOO R SFR 360
803302245 BRACAMONTE 2258 EAST STOCKWELL STREET COMPTON CA 90222 OO R SFR 360
803302265 HYAN 6251 EAST FOX GLEN DRIVE ANAHEIM CA 92807 OO P PUD 360
803302298 GOODSON JR. 3731 PALM CREST DRIVE SAN BERNARDINO CA 92346 OO P SFR 360
803302300 VALENTINE 606 NORTH EUCALYPTUS AVENUE RIALTO CA 92376 OO P SFR 360
803302302 TAGAVILLA LOT 2 MAMALAHOA HIGHWAY CAPTAIN COOK HI 96704 OO R SFR 360
803302304 CYPRIANO LOT A-PORTION OF LOT 25 KAAO HSTEAD HONOKAA HI 96727 OO P SFR 360
803302368 KOSSEY 10260 PLAINVIEW AVENUE TUJUNGA AREA CA 91042 NOO R CONDO 180
803302398 MCNEIL 11715 TEHACHAPI WILLOW SPRINGS ROAD ROSAMOND CA 93560 OO R SFR 360
803302413 HARKINS 20181 CAMINO DEL SOL RIVERSIDE CA 92508 OO R SFR 180
803302442 DIEP 1632 PIIKEA STREET HONOLULU HI 96818 OO R SFR 360
803302444 MOORE 38682 & 38682 1/2 WEST FLORENCE ST. BEAUMONT AREA CA 92223 NOO R 2-4 FAMILY 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
803301756 03/07/96 04/01/26 64,350.00 13.000 711.84 64,350.00 0.5 1 0.00
803301768 04/18/96 05/01/26 238,000.00 11.000 2,266.53 238,000.00 0.5 1 0.00
803301796 03/28/96 04/01/26 107,525.00 10.375 973.54 107,456.10 0.5 1 126,500.00
803301801 03/15/96 04/01/26 66,000.00 10.375 597.57 65,973.05 0.5 1 0.00
803301810 02/28/96 03/01/26 61,650.00 11.750 622.30 61,612.53 0.5 1 68,500.00
803301829 03/20/96 04/01/26 74,900.00 11.000 713.29 74,900.00 0.5 1 0.00
803301844 03/07/96 04/01/11 45,000.00 9.375 466.51 44,885.05 0.5 1 0.00
803301851 02/13/96 03/01/26 58,125.00 10.625 537.13 58,102.52 0.5 1 0.00
803301855 02/06/96 03/01/26 243,750.00 10.375 2,206.93 243,650.49 0.5 1 0.00
803301857 03/07/96 04/01/26 152,000.00 10.250 1,362.07 152,000.00 0.5 1 0.00
803301870 03/19/96 04/01/26 40,000.00 10.250 358.44 39,983.23 0.5 1 0.00
803301876 02/14/96 03/01/26 500,000.00 11.000 4,761.62 499,641.79 0.5 1 0.00
803301892 03/21/96 04/01/26 72,000.00 10.500 658.61 71,971.39
803301907 03/14/96 04/01/26 61,950.00 12.500 661.17 61,950.00 0.5 1 88,500.00
803301911 03/14/96 04/01/26 61,950.00 12.500 661.17 61,950.00 0.5 1 88,500.00
803301913 03/14/96 04/01/26 64,400.00 12.500 687.31 64,400.00 0.5 1 92,000.00
803301927 02/26/96 04/01/26 520,000.00 10.875 4,903.03 520,000.00 0.5 1 650,000.00
803301929 02/16/96 03/01/26 296,250.00 10.500 2,709.92 296,132.27
803301931 03/22/96 04/01/26 58,000.00 11.125 557.83 58,000.00 0.5 1 0.00
803301935 04/16/96 05/01/11 35,000.00 10.000 376.11 35,000.00 0.5 1 0.00
803301939 03/19/96 04/01/26 110,500.00 11.750 1,115.40 110,466.58 0.5 1 125,000.00
803301943 04/02/96 05/01/26 154,000.00 11.625 1,539.75 154,000.00 0.5 1 0.00
803301947 02/08/96 03/01/26 110,000.00 12.250 1,152.69 110,000.00 0.5 1 0.00
803301952 04/03/96 05/01/26 71,500.00 11.875 728.59 71,500.00 0.5 1 0.00
803301979 04/02/96 05/01/26 130,500.00 10.625 1,205.95 130,500.00 0.5 1 145,000.00
803301988 03/08/96 04/01/26 40,250.00 11.750 406.29 40,250.00 0.5 1 0.00
803301993 04/22/96 05/01/26 25,000.00 12.125 259.56 25,000.00 0.5 1 0.00
803301999 03/21/96 04/01/26 75,000.00 10.375 679.06 74,969.38 0.5 1 100,000.00
803302019 03/29/96 04/01/26 44,400.00 11.125 427.03 44,400.00 0.5 1 51,000.00
803302024 04/10/96 05/01/26 91,000.00 12.250 953.59 91,000.00 0.5 1 0.00
803302030 03/29/96 05/01/26 72,000.00 10.750 672.11 72,000.00 0.5 1 0.00
803302060 03/19/96 04/01/11 99,500.00 10.625 1,107.60 99,273.39 0.5 1 0.00
803302065 03/25/96 04/01/26 118,150.00 10.875 1,114.02 118,106.71 0.5 1 0.00
803302098 04/02/96 05/01/26 33,950.00 12.125 352.48 33,950.00 0.5 1 0.00
803302116 03/21/96 04/01/26 166,600.00 10.250 1,492.90 166,530.14 0.5 1 0.00
803302118 04/02/96 05/01/26 64,450.00 10.500 589.55 64,450.00
803302136 04/15/96 05/01/26 41,300.00 11.000 393.31 41,300.00 0.5 1 0.00
803302138 03/08/96 04/01/26 120,000.00 11.000 1,142.79 119,957.21 0.5 1 0.00
803302187 03/06/96 04/01/26 331,200.00 10.750 3,091.69 331,200.00 0.5 1 0.00
803302221 04/02/96 04/01/26 189,500.00 10.875 1,786.78 189,500.00 0.5 1 222,990.00
803302231 05/03/96 06/01/26 101,600.00 11.625 1,015.84 101,600.00 0.5 1 0.00
803302245 03/08/96 04/01/26 73,500.00 10.950 697.18 73,500.00 0.5 1 0.00
803302265 03/28/96 04/01/26 365,000.00 11.125 3,510.50 365,000.00 0.5
803302298 04/16/96 05/01/26 142,500.00 11.500 1,411.17 142,500.00 0.5 1 190,000.00
803302300 04/15/96 05/01/26 76,800.00 11.125 738.65 76,800.00 0.5 1 96,000.00
803302302 03/15/96 04/01/26 127,500.00 11.000 1,214.21 127,448.19 0.5 1 0.00
803302304 03/18/96 04/01/26 220,000.00 11.500 2,178.64 220,000.00 0.5 1 0.00
803302368 04/09/96 05/01/11 30,000.00 12.500 369.76 30,000.00 0.5 1 0.00
803302398 04/22/96 05/01/26 70,000.00 11.125 673.25 70,000.00 0.5 1 0.00
803302413 04/17/96 05/01/11 31,500.00 10.250 343.33 31,500.00 0.5 1 0.00
803302442 04/06/96 05/01/26 300,000.00 11.125 2,885.34 300,000.00 0.5 1 0.00
803302444 05/01/96 06/01/26 98,000.00 11.125 942.55 98,000.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
803301756 0.00 99,000.00 99,000.00 13.00 711.840 0 01/00/00
803301768 0.00 280,000.00 280,000.00 11.00 2,266.530 0 01/00/00
803301796 0.00 130,000.00 126,500.00 10.37 973.540 0 01/00/00
803301801 0.00 88,000.00 88,000.00 10.37 597.570 0 01/00/00
803301810 0.00 76,500.00 68,500.00 11.75 622.300 0 01/00/00
803301829 0.00 107,000.00 107,000.00 11.00 713.290 0 01/00/00
803301844 0.00 60,000.00 60,000.00 9.37 466.510 0 01/00/00
803301851 0.00 77,500.00 77,500.00 10.62 537.130 0 01/00/00
803301855 0.00 325,000.00 325,000.00 10.37 2,206.930 0 01/00/00
803301857 0.00 190,000.00 190,000.00 10.25 1,362.070 0 01/00/00
803301870 0.00 66,000.00 66,000.00 10.25 358.440 0 01/00/00
803301876 0.00 625,000.00 625,000.00 11.00 4,761.620 0 01/00/00
803301892 0.00 90,000.00 90,000.00 10.50 658.610 0 01/00/00
803301907 0.00 91,000.00 88,500.00 12.50 661.170 0 01/00/00
803301911 0.00 92,000.00 88,500.00 12.50 661.170 0 01/00/00
803301913 0.00 96,000.00 92,000.00 12.50 687.310 0 01/00/00
803301927 0.00 650,000.00 650,000.00 10.87 4,903.030 0 01/00/00
803301929 0.00 395,000.00 395,000.00 10.50 2,709.920 0 01/00/00
803301931 0.00 104,000.00 104,000.00 11.12 557.830 0 01/00/00
803301935 0.00 72,000.00 72,000.00 10.00 376.110 0 01/00/00
803301939 0.00 130,000.00 125,000.00 11.75 1,115.400 0 01/00/00
803301943 0.00 194,000.00 194,000.00 11.62 1,539.750 0 01/00/00
803301947 0.00 440,000.00 440,000.00 12.25 1,152.690 0 01/00/00
803301952 0.00 115,000.00 115,000.00 11.87 728.590 0 01/00/00
803301979 0.00 160,000.00 145,000.00 10.62 1,205.950 0 01/00/00
803301988 0.00 57,500.00 57,500.00 11.75 406.290 0 01/00/00
803301993 0.00 170,000.00 170,000.00 12.12 259.560 0 01/00/00
803301999 0.00 100,000.00 100,000.00 10.37 679.060 0 01/00/00
803302019 0.00 56,000.00 51,000.00 11.12 427.030 0 01/00/00
803302024 0.00 130,000.00 130,000.00 12.25 953.590 0 01/00/00
803302030 0.00 90,000.00 90,000.00 10.75 672.110 0 01/00/00
803302060 0.00 133,000.00 133,000.00 10.62 1,107.600 0 01/00/00
803302065 0.00 139,000.00 139,000.00 10.87 1,114.020 0 01/00/00
803302098 0.00 48,500.00 48,500.00 12.12 352.480 0 01/00/00
803302116 0.00 196,000.00 196,000.00 10.25 1,492.900 0 01/00/00
803302118 0.00 86,000.00 85,990.00 10.50 589.550 0 01/00/00
803302136 0.00 59,000.00 59,000.00 11.00 393.310 0 01/00/00
803302138 0.00 335,000.00 335,000.00 11.00 1,142.790 0 01/00/00
803302187 0.00 368,000.00 368,000.00 10.75 3,091.690 0 01/00/00
803302221 0.00 223,000.00 222,990.00 10.87 1,786.780 0 01/00/00
803302231 0.00 127,000.00 127,000.00 11.62 1,015.840 0 01/00/00
803302245 0.00 105,000.00 105,000.00 10.95 697.180 0 01/00/00
803302265 0.00 429,500.00 423,000.00 11.12 3,510.500 0 01/00/00
803302298 0.00 191,500.00 190,000.00 11.50 1,411.170 0 01/00/00
803302300 0.00 96,000.00 96,000.00 11.12 738.650 0 01/00/00
803302302 0.00 170,000.00 170,000.00 11.00 1,214.210 0 01/00/00
803302304 0.00 275,000.00 275,000.00 11.50 2,178.640 0 01/00/00
803302368 0.00 105,000.00 105,000.00 12.50 369.760 0 01/00/00
803302398 0.00 110,000.00 110,000.00 11.12 673.250 0 01/00/00
803302413 0.00 45,000.00 45,000.00 10.25 343.330 0 01/00/00
803302442 0.00 385,000.00 385,000.00 11.12 2,885.340 0 01/00/00
803302444 0.00 140,000.00 140,000.00 11.12 942.550 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803301756 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full SPFC
803301768 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
803301796 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
803301801 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
803301810 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full SPFC
803301829 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
803301844 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
803301851 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
803301855 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
803301857 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full SPFC
803301870 01/00/00 0.00 0.00 0.00 0.00Y 60.60B Full SPFC
803301876 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
803301892 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full SPFC
803301907 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
803301911 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
803301913 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
803301927 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Lite SPFC
803301929 01/00/00 0.00 0.00 0.00 0.00Y 75.00A Stated SPFC
803301931 01/00/00 0.00 0.00 0.00 0.00R 55.76C Stated SPFC
803301935 01/00/00 0.00 0.00 0.00 0.00Y 48.61A- Full SPFC
803301939 01/00/00 0.00 0.00 0.00 0.00N 88.40A- Alt SPFC
803301943 01/00/00 0.00 0.00 0.00 0.00N 79.38A- Lite SPFC
803301947 01/00/00 0.00 0.00 0.00 0.00Y 25.00C Stated SPFC
803301952 01/00/00 0.00 0.00 0.00 0.00Y 62.17C Stated SPFC
803301979 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full SPFC
803301988 01/00/00 0.00 0.00 0.00 0.00Y 70.00C Full SPFC
803301993 01/00/00 0.00 0.00 0.00 0.00Y 14.70B Alt SPFC
803301999 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Full SPFC
803302019 01/00/00 0.00 0.00 0.00 0.00N 87.05A- Lite SPFC
803302024 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
803302030 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
803302060 01/00/00 0.00 0.00 0.00 0.00Y 74.81B Full SPFC
803302065 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
803302098 01/00/00 0.00 0.00 0.00 0.00N 70.00B Full SPFC
803302116 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
803302118 01/00/00 0.00 0.00 0.00 0.00N 74.95A- Stated SPFC
803302136 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full SPFC
803302138 01/00/00 0.00 0.00 0.00 0.00Y 35.82B Lite SPFC
803302187 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full SPFC
803302221 01/00/00 0.00 0.00 0.00 0.00N 84.98A- Full SPFC
803302231 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full SPFC
803302245 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
803302265 01/00/00 0.00 0.00 0.00 0.00N 86.28A- Full SPFC
803302298 01/00/00 0.00 0.00 0.00 0.00N 75.00B Lite SPFC
803302300 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
803302302 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
803302304 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
803302368 01/00/00 0.00 0.00 0.00 0.00Y 28.57A- Stated SPFC
803302398 01/00/00 0.00 0.00 0.00 0.00Y 63.63C Full SPFC
803302413 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
803302442 01/00/00 0.00 0.00 0.00 0.00Y 77.92A Stated SPFC
803302444 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
803302455 VEGA 739 KINGS COURT LAKE ARROWHEAD CA 92352 OO R SFR 360
803302460 BARROZO 73-1094 LOLOA DRIVE KAILUA-KONA HI 96740 OO R SFR 360
803302501 OTTESON 7264 WEST SIDNEY CIRCLE MAGNA UT 84044 OO R SFR 360
803302513 DEW 43811 RASSELE DRIVE HEMET AREA CA 92544 OO R SFR 360
803302522 THANOPOULOS 16611 LAXFORD ROAD AZUSA AREA CA 91702 OO P SFR 360
803302542 MAYFIELD 2254 SOUTH PILGRIM STREET STOCKTON CA 95206 OO R SFR 360
803302569 SMITH 17521 CLARK STREET PERRIS CA 92570 OO R SFR 360
803302571 LADUE 1081 NORTH MURDOCK DRIVE PLEASANT GROVE UT 84062 OO R SFR 180
803302629 DIAZ 829 LAWTON STREET REDLANDS CA 92374 OO R SFR 360
803302631 MIDGLEY 9175 LINDERO ROAD BALDY MESA AREA CA 92371 OO R SFR 360
803302664 NICHOLS 562 BIG ROCK ROAD LYTLE CREEK AREA CA 92358 OO R SFR 180
803302715 SCHEFFER 18035 NORTH 3RD STREET PHOENIX AZ 85022 OO R SFR 360
900600486 SILVA 3216 EAST LAUREL CREEK ROAD BELMONT CA 94002 OO R SFR 360
900600491 SHAMSIAN 5260 DON PIO DRVIE LOS ANGELES CA 91364 OO P SFR 360
900600502 JENNINGS 2362 THORNBERRY ROAD SONOMA CA 95476 OO R SFR 360
900600515 NICKELSON 3627-3629 SAN PABLO AVENUE EMERYVILLE CA 94608 NOO R 2-4 FAMILY 360
900600525 MIYAMOTO 1828 FALCON RIDGE DRIVE PETALUMA CA 94954 NOO P SFR 360
900600530 MIYAMOTO 1832 FALCON RIDGE DRIVE PETALUMA CA 94054 NOO P SFR 360
900600533 BAUGHMAN 6400 NORTH JASON COURT PALMER AK 99645 OO R SFR 360
900600550 DECKER 13105 CORTE DE ENCANTO SALINAS CA 93908 OO R SFR 360
900600552 MOORE 2723 LAKESHORE BLVD LAKEPORT CA 95453 NOO R 2-4 FAMILY 360
900600559 CLAUDIUS 744-746 TREAT AVENUE SAN FRANCISCO CA 94110 OO R 2-4 FAMILY 360
900600579 FRANCIS 39345 LOGAN DRIVE FREMONT CA 94538 OO R SFR 360
900600584 UNCIANO 5979 WEST DRY CREEK ROAD HEALDSBURG CA 95448 OO R SFR 360
900600596 MCNAMARA 1070 LOVELL AVENUE CAMPBELL CA 95008 OO R SFR 360
900600621 BROOKS 2463 ROWNTREE WAY SOUTH SAN FRANCISCO CA 94080 OO R SFR 360
900600654 BRADSHAW 4550 DOUBLETREE ROAD WASILLA AK 99654 OO R SFR 360
900600666 ESPINOZA 9149 NEWHALL DRIVE SACRAMENTO CA 95826 OO P CONDO 360
900600683 PETERLIN 20881 SAN DIEGO AVENUE MIDDLETOWN CA 95461 OO P SFR 360
900600688 MCLAUGHLIN 1097 BORREGAS AVENUE SUNNYVALE CA 94089 OO R SFR 360
900600742 CEBALLOS 21642 BALLON AVENUE LINDSAY CA 93247 OO R SFR 360
900600754 SANCHEZ 2760 24TH STREET SAN FRANCISCO CA 94110 NOO R SFR 360
900600781 SMITH 3152 ELISA ANN WAY SEBASTOPOL CA 95472 OO R SFR 360
900600787 CHIN 675 SOUTHGATE AVENUE DALY CITY CA 94015 OO R SFR 360
900600790 TRUJILLO 3562 WEST MCKINLEY AVENUE FRESNO CA 93722 OO P SFR 360
900600807 ADAMS 6206 BAKER STREET OAKLAND CA 94608 OO R SFR 360
900600832 KLAUCKE 3520 MORGAN TERRITORY ROAD CLAYTON CA 94517 OO R SFR 360
900600889 MORRIS 255 WINDSOR WAY VALLEJO CA 94591 OO P SFR 360
903200557 COBBS 1658 WEST NORTH GRAND AVENUE PORTERVILLE CA 93257 OO R SFR 180
903300169 CORONADO 3901 CLAYTON ROAD CONCORD CA 94521 OO R CONDO 360
903300185 SMITH 629 LEWIS ROAD SAN JOSE CA 95111 OO R SFR 360
903300234 REYNO 5745 AMEND ROAD RICHMOND CA 94803 OO R SFR 360
903300254 STRICKLAND 2018 SOUTHWOOD DRIVE SAN PABLO CA 94806 OO R SFR 360
903300265 GURROLA 24449 AVENUE 80 TERRA BELLA CA 93270 NOO R SFR 360
903300274 MIYAMOTO 1820 FALCON RIDGE DRIVE PETALUMA CA 94954 OO P SFR 360
903300288 COMBS 14465 MCDONOUGH HEIGHTS ROAD HEALDSBURG CA 95448 OO R SFR 360
903300303 TARBELL 42590 ROAD 136 OROSI CA 93647 OO R SFR 360
903300312 HONG 2877 FOREST LODGE ROAD PEBBLE BEACH CA 93953 OO R SFR 360
903300315 GURROLA 446 NORTH SECOND STREET PORTERVILLE CA 93257 NOO R SFR 360
903300326 STEPHENS 19665 MEADOWOOD DRIVE JACKSON CA 95642 OO R SFR 360
903300352 MCINTOSH 4727 MUSTANG COURT ANTIOCH CA 94588 OO P SFR 360
903300369 RUBIO 8717 CRESSEY WAY CRESSEY CA 95312 NOO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
803302455 04/09/96 05/01/26 168,800.00 10.875 1,591.60 168,800.00 0.5 1 0.00
803302460 04/10/96 05/01/26 135,000.00 11.250 1,311.20 135,000.00 0.5 1 0.00
803302501 04/12/96 05/01/26 61,000.00 11.375 598.27 61,000.00 0.5 1 0.00
803302513 04/19/96 05/01/26 66,300.00 11.125 637.66 66,300.00 0.5 1 0.00
803302522 04/25/96 05/01/26 102,200.00 10.250 915.82 102,200.00 0.5 1 0.00
803302542 04/24/96 05/01/26 62,000.00 10.625 572.94 62,000.00 0.5 1 0.00
803302569 04/17/96 05/01/26 49,700.00 10.125 440.75 49,700.00 0.5 1 0.00
803302571 04/25/96 05/01/11 76,500.00 10.750 857.53 76,500.00 0.5 1 0.00
803302629 05/01/96 06/01/26 54,000.00 10.125 478.88 54,000.00 0.5 1 0.00
803302631 04/24/96 05/01/26 60,000.00 10.375 543.24 60,000.00 0.5 1 0.00
803302664 05/02/96 06/01/11 40,000.00 11.250 460.94 40,000.00 0.5 1 0.00
803302715 05/01/96 06/01/26 32,500.00 11.125 312.58 32,500.00 0.5 1 0.00
900600486 04/03/96 05/01/26 420,000.00 9.250 3,455.24 420,000.00 0.5 1 0.00
900600491 01/30/96 03/01/26 112,000.00 10.250 1,003.63 111,953.04 0.5 1 140,000.00
900600502 02/15/96 03/01/26 445,000.00 9.250 3,660.91 445,000.00 0.5 1 0.00
900600515 02/20/96 03/01/26 88,400.00 10.250 792.15 88,325.55 0.5 1 0.00
900600525 03/07/96 04/01/26 375,200.00 10.750 3,502.42 375,200.00 0.5 1 469,000.00
900600530 02/13/96 03/01/26 335,200.00 10.750 3,129.03 335,073.80 0.5 1 419,000.00
900600533 02/27/96 04/01/26 88,000.00 9.500 739.95 88,000.00 0.5 1 0.00
900600550 02/15/96 03/01/26 468,750.00 8.250 3,521.56 468,451.10 0.5 1 0.00
900600552 02/12/96 03/01/26 40,000.00 8.750 314.68 39,976.99 0.5 1 0.00
900600559 02/21/96 03/01/26 199,500.00 8.750 1,569.47 199,269.60 0.5 1 0.00
900600579 02/27/96 04/01/26 250,000.00 8.250 1,878.17 249,840.58 0.5 1
900600584 02/23/96 03/01/26 437,124.00 10.000 3,836.08 436,930.62 0.5 1 0.00
900600596 03/29/96 05/01/26 115,000.00 7.750 823.87 115,000.00 0.5 1 0.00
900600621 03/06/96 04/01/26 112,000.00 8.750 881.10 111,935.57 0.5 1 0.00
900600654 03/20/96 04/01/26 119,200.00 9.500 1,002.30 119,200.00 0.5 1 0.00
900600666 04/08/96 05/01/26 40,600.00 10.750 378.99 40,600.00 0.5 1 58,000.00
900600683 04/04/96 05/01/26 74,625.00 10.500 682.62 74,625.00
900600688 04/02/96 05/01/26 208,250.00 9.000 1,675.63 208,250.00 0.5 1 0.00
900600742 04/18/96 05/01/26 33,000.00 8.500 253.74 33,000.00 0.5 1 0.00
900600754 04/22/96 05/01/26 221,000.00 10.250 1,980.38 221,000.00 0.5 1 0.00
900600781 04/09/96 05/01/26 450,000.00 8.875 3,580.40 450,000.00 0.5 1 0.00
900600787 04/09/96 05/01/26 229,500.00 10.000 2,014.03 229,500.00 0.5 1 0.00
900600790 04/11/96 05/01/26 62,900.00 9.750 540.41 62,900.00 0.5 1 74,000.00
900600807 04/26/96 06/01/26 82,500.00 8.500 634.35 82,500.00 0.5 1 0.00
900600832 04/30/96 06/01/26 573,000.00 9.375 4,765.92 573,000.00 0.5 1 0.00
900600889 04/30/96 06/01/26 265,500.00 9.375 2,208.29 265,500.00 0.5 1 295,000.00
903200557 03/21/96 04/01/11 40,000.00 13.500 519.33 40,000.00 0.5 2 0.00
903300169 03/05/96 04/01/26 93,075.00 10.500 851.39 93,038.02
903300185 01/31/96 03/01/26 116,350.00 10.490 1,063.43 116,267.09 0.5 1 0.00
903300234 02/08/96 03/01/26 212,000.00 10.750 1,978.98 211,920.19 0.5 1 0.00
903300254 02/22/96 03/01/26 136,000.00 10.000 1,193.50 135,939.83 0.5 1 0.00
903300265 02/16/96 03/01/26 67,500.00 10.125 598.61 67,470.92 0.5 1 0.00
903300274 02/14/96 03/01/26 330,600.00 11.250 3,210.99 330,488.39 0.5 1 389,000.00
903300288 03/20/96 04/01/26 240,000.00 11.250 2,331.03 240,000.00 0.5 1 0.00
903300303 02/22/96 03/01/26 75,000.00 11.125 721.34 74,947.70 0.5 1 0.00
903300312 03/08/96 04/01/26 432,000.00 11.250 4,195.85 431,854.15 0.5 1 0.00
903300315 02/23/96 03/01/26 40,000.00 10.000 351.03 39,982.30 0.5 1 0.00
903300326 03/02/96 04/01/26 144,000.00 11.500 1,426.02 143,953.98 0.5 1 0.00
903300352 03/07/96 04/01/26 69,500.00 11.875 708.21 69,479.55 0.5 1 173,000.00
903300369 04/02/96 05/01/26 133,900.00 12.375 1,416.08 133,900.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANDI RFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
803302455 0.00 211,000.00 211,000.00 10.87 1,591.600 0 01/00/00
803302460 0.00 180,000.00 180,000.00 11.25 1,311.200 0 01/00/00
803302501 0.00 99,000.00 99,000.00 11.37 598.270 0 01/00/00
803302513 0.00 78,000.00 78,000.00 11.12 637.660 0 01/00/00
803302522 0.00 140,000.00 140,000.00 10.25 915.820 0 01/00/00
803302542 0.00 73,000.00 73,000.00 10.62 572.940 0 01/00/00
803302569 0.00 71,000.00 71,000.00 10.12 440.750 0 01/00/00
803302571 0.00 138,000.00 138,000.00 10.75 857.530 0 01/00/00
803302629 0.00 85,000.00 85,000.00 10.12 478.880 0 01/00/00
803302631 0.00 75,000.00 75,000.00 10.37 543.240 0 01/00/00
803302664 0.00 62,000.00 62,000.00 11.25 460.940 0 01/00/00
803302715 0.00 50,000.00 50,000.00 11.12 312.580 0 01/00/00
900600486 0.00 600,000.00 600,000.006-mo. LIBOR 9.25 3,455.246 0 11/01/96
900600491 0.00 150,000.00 140,000.006-mo. LIBOR 10.25 1,003.636 0 09/01/96
900600502 0.00 640,000.00 640,000.006-mo. LIBOR 9.25 3,660.916 0 09/01/96
900600515 0.00 136,000.00 136,000.006-mo. LIBOR 10.25 792.156 0 09/01/96
900600525 0.00 469,000.00 469,000.006-mo. LIBOR 10.75 3,502.426 0 10/01/96
900600530 0.00 419,000.00 419,000.006-mo. LIBOR 10.75 3,129.036 0 09/01/96
900600533 0.00 110,000.00 110,000.006-mo. LIBOR 9.50 739.956 0 10/01/96
900600550 0.00 630,000.00 630,000.006-mo. LIBOR 8.25 3,521.566 0 09/01/96
900600552 0.00 106,000.00 106,000.006-mo. LIBOR 8.75 314.686 0 09/01/96
900600559 0.00 285,000.00 285,000.006-mo. LIBOR 8.75 1,569.476 0 09/01/96
900600579 0.00 320,000.00 320,000.006-mo. LIBOR 8.25 1,878.176 0 10/01/96
900600584 0.00 565,000.00 565,000.006-mo. LIBOR 10.00 3,836.086 0 09/01/96
900600596 0.00 200,000.00 200,000.006-mo. LIBOR 7.75 823.876 0 11/01/96
900600621 0.00 140,000.00 140,000.006-mo. LIBOR 8.75 881.106 0 10/01/96
900600654 0.00 149,000.00 149,000.006-mo. LIBOR 9.50 1,002.306 0 10/01/96
900600666 0.00 58,000.00 58,000.006-mo. LIBOR 10.75 378.996 0 11/01/96
900600683 0.00 99,500.00 99,500.006-mo. LIBOR 10.50 682.626 0 11/01/96
900600688 0.00 245,000.00 245,000.006-mo. LIBOR 9.00 1,675.636 0 11/01/96
900600742 0.00 52,000.00 52,000.006-mo. LIBOR 8.50 253.746 0 10/01/96
900600754 0.00 340,000.00 340,000.006-mo. LIBOR 10.25 1,980.386 0 11/01/96
900600781 0.00 535,000.00 535,000.006-mo. LIBOR 8.87 3,580.406 0 11/01/96
900600787 0.00 270,000.00 270,000.006-mo. LIBOR 10.00 2,014.036 0 10/01/96
900600790 0.00 75,000.00 74,000.006-mo. LIBOR 9.75 540.416 0 11/01/96
900600807 0.00 110,000.00 110,000.006-mo. LIBOR 8.50 634.356 0 12/01/96
900600832 0.00 765,000.00 765,000.006-mo. LIBOR 9.37 4,765.926 0 12/01/96
900600889 0.00 295,000.00 295,000.006-mo. LIBOR 9.37 2,208.296 0 12/01/96
903200557 155,618.00 220,000.00 220,000.00 13.50 519.330 0 01/00/00
903300169 0.00 109,500.00 109,500.00 10.50 851.390 0 01/00/00
903300185 0.00 171,000.00 171,000.00 10.49 1,063.430 0 01/00/00
903300234 0.00 265,000.00 265,000.00 10.75 1,978.980 0 01/00/00
903300254 0.00 160,000.00 160,000.00 10.00 1,193.500 0 01/00/00
903300265 0.00 90,000.00 90,000.00 10.12 598.610 0 01/00/00
903300274 0.00 389,000.00 389,000.00 11.25 3,210.990 0 01/00/00
903300288 0.00 320,000.00 320,000.00 11.25 2,331.030 0 01/00/00
903300303 0.00 100,000.00 100,000.00 11.12 721.340 0 01/00/00
903300312 0.00 540,000.00 540,000.00 11.25 4,195.850 0 01/00/00
903300315 0.00 66,000.00 66,000.00 10.00 351.030 0 01/00/00
903300326 0.00 192,000.00 192,000.00 11.50 1,426.020 0 01/00/00
903300352 0.00 173,000.00 173,000.00 11.87 708.210 0 01/00/00
903300369 0.00 206,000.00 206,000.00 12.37 1,416.080 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
803302455 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
803302460 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
803302501 01/00/00 0.00 0.00 0.00 0.00Y 61.61C Full SPFC
803302513 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
803302522 01/00/00 0.00 0.00 0.00 0.00N 73.00A- Full SPFC
803302542 01/00/00 0.00 0.00 0.00 0.00Y 84.93A- Full SPFC
803302569 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
803302571 01/00/00 0.00 0.00 0.00 0.00Y 55.43A- Alt SPFC
803302629 01/00/00 0.00 0.00 0.00 0.00Y 63.52A- Quick SPFC
803302631 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full SPFC
803302664 01/00/00 0.00 0.00 0.00 0.00Y 64.51A- Quick SPFC
803302715 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Full SPFC
900600486 12/01/96 5.90 1.00 16.25 9.25Y 70.00B Stated SPFC
900600491 10/01/96 6.80 1.00 17.25 10.25N 80.00A- Lite SPFC
900600502 10/01/96 5.90 1.00 16.25 9.25Y 69.53B Stated SPFC
900600515 10/01/96 5.90 1.00 17.25 10.25Y 65.00A- Stated SPFC
900600525 11/01/96 5.50 1.00 17.75 10.75N 80.00A Full SPFC
900600530 10/01/96 5.50 1.00 17.75 10.75N 80.00A Full SPFC
900600533 11/01/96 5.40 1.00 16.50 9.50Y 80.00B Full SPFC
900600550 10/01/96 5.30 1.00 15.25 8.25Y 74.40A- Stated SPFC
900600552 10/01/96 5.90 1.00 15.75 8.75Y 37.73A- Alt SPFC
900600559 10/01/96 5.90 1.00 15.75 8.75Y 70.00A- Stated SPFC
900600579 11/01/96 4.90 1.00 15.25 8.25Y 78.12A- Full SPFC
900600584 10/01/96 5.90 1.00 17.00 10.00Y 77.36B Lite SPFC
900600596 12/01/96 4.90 1.00 14.75 7.75Y 57.50A- Full SPFC
900600621 11/01/96 5.40 1.00 15.75 8.75Y 80.00A- Full SPFC
900600654 11/01/96 5.90 1.00 16.50 9.50Y 80.00B Alt SPFC
900600666 12/01/96 6.75 1.00 17.75 10.75N 70.00C Lite SPFC
900600683 12/01/96 5.75 1.00 17.50 10.50N 75.00C Full SPFC
900600688 12/01/96 5.40 1.00 16.00 9.00Y 85.00A- Alt SPFC
900600742 11/01/96 5.40 1.00 15.50 8.50Y 63.46A- Full SPFC
900600754 12/01/96 6.90 1.00 17.25 10.25Y 65.00A- Stated SPFC
900600781 12/01/96 5.27 1.00 15.87 8.87N 84.11A- Full SPFC
900600787 11/01/96 6.40 1.00 17.00 10.00Y 85.00A- Full SPFC
900600790 12/01/96 6.15 1.00 16.75 9.75N 85.00A- Full SPFC
900600807 01/01/97 5.40 1.00 15.50 8.50Y 75.00A- Stated SPFC
900600832 01/01/97 6.27 1.00 16.37 9.37Y 74.90A- Stated SPFC
900600889 01/01/97 5.00 1.00 16.37 9.37N 90.00A Full SPFC
903200557 01/00/00 0.00 0.00 0.00 0.00Y 18.18A Full SPFC
903300169 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
903300185 01/00/00 0.00 0.00 0.00 0.00Y 68.04A- Lite SPFC
903300234 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
903300254 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
903300265 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full SPFC
903300274 01/00/00 0.00 0.00 0.00 0.00N 84.98A- Full SPFC
903300288 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Lite SPFC
903300303 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
903300312 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
903300315 01/00/00 0.00 0.00 0.00 0.00Y 60.60A- Full SPFC
903300326 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full SPFC
903300352 01/00/00 0.00 0.00 0.00 0.00N 40.17C Stated SPFC
903300369 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Stated SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
903300386 GONZALEZ 1329 FARRELL STREET VALLEJO CA 94589 OO P SFR 360
903300396 ANDERHOLM 441 MOUNTAIN VIEW AVENUE SANTA ROSA CA 95407 OO R 2-4 FAMILY 360
903300420 HARDESTY 5676 ELVAS AVENUE SACRAMENTO CA 95819 NOO R SFR 360
903300450 MARQUEZ 45221 OCEAN VIEW LANE GUALALA CA 95445 OO P SFR 360
903300458 JIMENEZ 629 GARDEN CREEK PLACE DANVILLE CA 94526 OO R PUD 360
903300503 LYSAGHT APN 197-091-012 STEFFONI AVENUE CARMEL VALLEY CA 93924 OO P 2-4 FAMILY 360
903300526 MORRIS 8595 HARBOR VIEW DRIVE KELSEYVILLE CA 95451 OO P SFR 360
903300531 CUEVAS 338 PACIFIC AVENUE REDWOOD CITY CA 94063 NOO P SFR 360
903300535 ARUTA 4625 ROSS AVENUE SAN JOSE CA 95124 OO R SFR 360
903300583 ORLOFF 1921 HOPKINS STREET BERKELEY CA 94707 OO R SFR 360
903300606 PENN 3599 HIGHLAND DRIVE SAN BRUNO CA 94066 OO R SFR 360
903300703 CASSADAY 13041 AVENUE 230 TULARE CA 93274 NOO P SFR 180
1000600011 NELKE 2212 EAST MAIN STREET MEDFORD OR 97504 OO P SFR 360
1000600016 DILLAHAY 950 HOOVER HILL ROAD WINSTON OR 97496 OO R SFR 360
1003300018 PAYNE JR 699 UNION GAP LOOP ROAD OAKLAND OR 97462 OO P SFR 360
1003300032 GANADO 1712 GRAND AVENUE MEDFORD OR 97504 OO P SFR 360
1003300050 LANE 686 SUNRISE AVENUE MEDFORD OR 97504 OO R SFR 360
1003300058 HOBBS 9200 STERLING CREEK ROAD JACKSONVILLE OR 97530 OO R SFR 360
1003300075 KLINE 1045 EDWINA AVENUE CENTRAL POINT OR 97502 OO R SFR 360
1003300090 WHITMIRE 6469 WAGNER CREEK ROAD TALENT OR 97540 OO R SFR 360
1003300110 FISHER 860 IRONWOOD DRIVE EAGLE POINT OR 97524 OO R SFR 180
1003300141 GATTIS 5595 GRIFFIN CREEK ROAD MEDFORD OR 97501 OO R SFR 360
1003300153 ANDERSON 2750 TERR-MONT STREET WHITE CITY OR 97503 OO R SFR 360
1003300193 PICKNELL 2135 KNOWLES ROAD MEDFORD OR 97501 OO P SFR 360
1700600011 SHERBURNE 5538 OCEAN VIEW BOULEVARD LA CANADA CA 91011 OO P SFR 360
1700600023 JOHNSON 9206 NORTHEAST JUANITA DRIVE KIRKLAND WA 98034 NOO R CONDO 360
1700600032 JOHNSON 1458 WEST LAKE SAMMAMISH PARKWAY NE BELLEVUE WA 98008 OO R SFR 360
1700600046 RAHIER 35490 HOOD CANAL DRIVE NORTHEAST HANSVILLE WA 98340 NOO R SFR 360
1700600055 HAMMONS 1105 JEROME AVENUE YAKIMA WA 98902 NOO R SFR 180
1700600079 DICKINSON 34716 90TH AVENUE SOUTH ROY WA 98580 OO R SFR 360
1700600110 MORTON 14737 NORTHEAST 35TH STREET BELLEVUE WA 98005 NOO R CONDO 360
1700600116 LEARN RUMSEY 28922 NORTH LECLERC ROAD IONE WA 99139 OO R SFR 360
1700600127 MCCLAY 9528 28TH STREET COURT EAST PUYALLUP WA 98371 OO R SFR 360
1700600165 CLARY NNA CURTIS CREEK ROAD PRIEST RIVER ID 83856 OO R SFR 360
1700600227 STUTZMAN 22215 62ND AVENUE NORTHWEST STANWOOD WA 98292 OO R SFR 360
1700600233 WOODS 2794 EAST HOQUIAM ROAD HOQUIAM WA 98550 OO R SFR 360
1700600237 SCHOESLER 11505 WEST FLEMING LANE CHENEY WA 99004 OO R SFR 360
1700600245 DORITY 77 EAST ALTADENA DRIVE ALTADENA CA 91001 OO P SFR 360
1700600248 MATZEN 64650 MCDERMOTT ROAD DEER ISLAND OR 97054 OO R SFR 360
1703300007 LANGFORD 380 SOUTHEAST VALLEY STREET MYRTLE CREEK OR 97457 OO R SFR 360
1703300026 DEERING 511 EAST WALNUT STREET SHELTON WA 98584 OO R SFR 360
1703300030 JOHANSEN 14314 134TH STREET KPN GIG HARBOR WA 98329 OO R SFR 360
1703300036 TIFFANY 7375 VALLEY VIEW ROAD FERNDALE WA 98248 OO R SFR 360
1703300048 GALLIMORE 605 WEST 6TH STREET RYDERWOOD WA 98581 OO P SFR 360
1703300051 LABONTE 41204 N.E. 114TH COURT LA CENTER WA 98629 OO R SFR 360
1703300054 HAYS 15733 ORDWAY DRIVE SOUTHEAST YELM WA 98597 OO R SFR 360
1703300058 GAZE 35812 2ND AVENUE EAST ROY WA 98580 OO R SFR 360
1703300091 BROOKER 2503 192ND STREET NORTHEAST ARLINGTON WA 98223 OO R SFR 360
1703300096 LINGENFELTER 2089 BRIDGEWATER ROAD SEDRO WOOLLEY WA 98284 OO R SFR 360
1703300113 CUNNINGHAM 21319 WOODS CREEK ROAD MONROE WA 98272 OO R SFR 360
1703300116 KNUDSEN 18511 NORTH MT SPOKANE PARK DRIVE MEAD WA 99021 OO R SFR 360
1703300141 HILL 34405 40TH AVENUE SOUTH ROY WA 98580 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
903300386 03/21/96 04/01/26 60,000.00 10.875 565.73 60,000.00 0.5 1 80,000.00
903300396 03/27/96 05/01/26 180,000.00 11.875 1,834.20 180,000.00 0.5 1 0.00
903300420 03/25/96 05/01/26 114,100.00 10.750 1,065.10 114,100.00 0.5 1 0.00
903300450 03/26/96 05/01/26 70,000.00 10.750 653.44 70,000.00 0.5 1 140,000.00
903300458 03/26/96 05/01/26 148,800.00 10.625 1,375.06 148,800.00 0.5 1 0.00
903300503 04/11/96 05/01/26 104,000.00 11.875 1,059.76 104,000.00 0.5 1 160,000.00
903300526 04/11/96 05/01/26 98,400.00 11.125 946.39 98,400.00 0.5 1 123,000.00
903300531 04/02/96 05/01/26 129,500.00 11.875 1,319.61 129,500.00 0.5 1 186,000.00
903300535 04/10/96 05/01/26 148,000.00 10.875 1,395.48 148,000.00 0.5 1 0.00
903300583 04/16/96 05/01/26 182,250.00 10.750 1,701.27 182,250.00 0.5 1 0.00
903300606 04/18/96 05/01/26 270,000.00 11.250 2,622.41 270,000.00 0.5 1 0.00
903300703 04/25/96 05/01/11 43,300.00 11.375 502.39 43,300.00 0.5 1 61,900.00
1000600011 03/18/96 04/01/26 91,375.00 8.500 702.59 91,319.65 0.5 1 107,500.00
1000600016 04/24/96 05/01/26 180,000.00 8.250 1,352.28 180,000.00 0.5 1 0.00
1003300018 02/02/96 03/01/26 52,500.00 10.490 479.85 52,478.94 0.5 1 70,000.00
1003300032 02/14/96 03/01/26 108,750.00 9.875 944.33 108,650.78 0.5 1 145,000.00
1003300050 02/21/96 03/01/26 75,000.00 9.500 630.64 74,724.34 0.5 1 0.00
1003300058 02/23/96 03/01/26 55,200.00 9.500 464.15 55,144.63 0.5 1 0.00
1003300075 03/21/96 04/01/26 86,000.00 10.875 810.89 86,000.00 0.5 1 0.00
1003300090 04/17/96 05/01/26 99,750.00 11.375 978.31 99,750.00 0.5 1 0.00
1003300110 04/10/96 05/01/11 40,000.00 11.000 454.64 40,000.00 0.5 1 0.00
1003300141 04/18/96 05/01/26 100,000.00 9.875 868.35 42,582.88 0.5 1 0.00
1003300153 04/16/96 05/01/26 61,000.00 10.750 569.42 61,000.00 0.5 1 0.00
1003300193 04/24/96 05/01/26 122,600.00 11.625 1,225.80 122,600.00 0.5 1 153,250.00
1700600011 03/05/96 04/01/26 228,750.00 8.750 1,799.58 228,750.00 0.5 1 305,000.00
1700600023 02/14/96 03/01/26 67,200.00 8.750 528.66 67,161.34 0.5 1 0.00
1700600032 02/23/96 03/01/26 472,500.00 8.250 3,549.73 472,198.71 0.5 1 0.00
1700600046 02/05/96 03/01/26 45,500.00 8.250 341.83 45,441.76 0.5 1 0.00
1700600055 04/19/96 05/01/11 30,000.00 10.625 333.95 30,000.00 0.5 1 0.00
1700600079 03/06/96 04/01/26 119,000.00 9.750 1,022.39 118,944.49 0.5 1 0.00
1700600110 04/03/96 05/01/26 66,800.00 9.750 573.92 66,800.00 0.5 1 0.00
1700600116 03/13/96 04/01/26 45,250.00 8.500 347.93 45,250.00 0.5 1 0.00
1700600127 03/20/96 04/01/26 152,000.00 9.500 1,278.10 151,925.23 0.5 1 0.00
1700600165 04/11/96 05/01/26 68,000.00 8.250 510.86 68,000.00 0.5 1 0.00
1700600227 04/15/96 05/01/26 103,000.00 8.750 810.30 103,000.00 0.5 1 0.00
1700600233 04/12/96 05/01/26 79,200.00 8.250 595.00 79,200.00 0.5 1 0.00
1700600237 04/15/96 05/01/26 85,500.00 8.500 657.42 85,500.00 0.5 1 0.00
1700600245 05/01/96 06/01/26 188,000.00 12.250 1,970.05 188,000.00 0.5 1 235,000.00
1700600248 04/22/96 05/01/26 78,100.00 8.750 614.41 78,100.00 0.5 1 0.00
1703300007 03/01/96 04/01/26 80,000.00 10.125 709.46 79,965.54 0.5 1 0.00
1703300026 02/09/96 03/01/26 40,000.00 10.000 351.03 39,964.46 0.5 1 0.00
1703300030 03/08/96 04/01/26 59,500.00 10.000 522.16 59,500.00 0.5 1 0.00
1703300036 02/01/96 03/01/26 57,950.00 10.500 530.09 57,926.97
1703300048 02/05/96 02/01/26 44,200.00 10.500 404.31 44,146.86
1703300051 02/01/96 03/01/26 113,600.00 9.990 996.08 113,549.64 0.5 1 0.00
1703300054 02/22/96 03/01/26 75,750.00 10.250 678.80 75,684.99 0.5 1 0.00
1703300058 02/07/96 03/01/26 58,500.00 10.000 513.38 58,274.06 0.5 1 0.00
1703300091 03/06/96 04/01/26 69,000.00 11.000 657.10 68,975.40 0.5 1 0.00
1703300096 02/15/96 03/01/26 74,200.00 10.500 678.74 74,149.25
1703300113 02/15/96 03/01/26 165,000.00 10.875 1,555.77 164,939.54 0.5 1 0.00
1703300116 02/22/96 03/01/26 87,750.00 11.250 852.28 87,720.38 0.5 1 0.00
1703300141 03/06/96 04/01/26 53,500.00 11.750 540.03 53,500.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
903300386 0.00 80,000.00 80,000.00 10.87 565.730 0 01/00/00
903300396 0.00 300,000.00 300,000.00 11.87 1,834.200 0 01/00/00
903300420 0.00 163,000.00 163,000.00 10.75 1,065.100 0 01/00/00
903300450 0.00 140,000.00 140,000.00 10.75 653.440 0 01/00/00
903300458 0.00 186,000.00 186,000.00 10.62 1,375.060 0 01/00/00
903300503 0.00 160,000.00 160,000.00 11.87 1,059.760 0 01/00/00
903300526 0.00 125,000.00 123,000.00 11.12 946.390 0 01/00/00
903300531 0.00 185,000.00 185,000.00 11.87 1,319.610 0 01/00/00
903300535 0.00 185,000.00 185,000.00 10.87 1,395.480 0 01/00/00
903300583 0.00 243,000.00 243,000.00 10.75 1,701.270 0 01/00/00
903300606 0.00 360,000.00 360,000.00 11.25 2,622.410 0 01/00/00
903300703 0.00 61,900.00 61,900.00 11.37 502.390 0 01/00/00
1000600011 0.00 116,000.00 107,500.006-mo. LIB 8.50702.69 0 10/01/96
1000600016 0.00 275,000.00 275,000.006-mo. LIB 8.251,356.28 0 11/01/96
1003300018 0.00 70,000.00 70,000.00 10.49 479.850 0 01/00/00
1003300032 0.00 145,000.00 145,000.00 9.87 944.330 0 01/00/00
1003300050 0.00 148,000.00 148,000.00 9.50 630.640 0 01/00/00
1003300058 0.00 87,000.00 87,000.00 9.50 464.150 0 01/00/00
1003300075 0.00 135,000.00 135,000.00 10.87 810.890 0 01/00/00
1003300090 0.00 133,000.00 133,000.00 11.37 978.310 0 01/00/00
1003300110 0.00 105,000.00 105,000.00 11.00 454.640 0 01/00/00
1003300141 0.00 210,500.00 210,500.00 9.87 868.350 0 01/00/00
1003300153 0.00 83,000.00 83,000.00 10.75 569.420 0 01/00/00
1003300193 0.00 155,000.00 153,250.00 11.62 1,225.800 0 01/00/00
1700600011 0.00 305,000.00 305,000.006-mo. LIB 8.751,796.58 0 10/01/96
1700600023 0.00 96,000.00 96,000.006-mo. LIB 8.75528.66 0 09/01/96
1700600032 0.00 630,000.00 630,000.006-mo. LIB 8.253,546.73 0 09/01/96
1700600046 0.00 65,000.00 65,000.006-mo. LIB 8.25341.63 0 09/01/96
1700600055 0.00 50,000.00 50,000.006-mo. LIB 10.62333.65 0 11/01/96
1700600079 0.00 140,000.00 140,000.006-mo. LIB 9.751,026.39 0 10/01/96
1700600110 0.00 106,000.00 106,000.006-mo. LIB 9.75573.62 0 11/01/96
1700600116 0.00 65,000.00 65,000.006-mo. LIB 8.50347.63 0 10/01/96
1700600127 0.00 234,000.00 234,000.006-mo. LIB 9.501,276.10 0 10/01/96
1700600165 0.00 101,000.00 101,000.006-mo. LIB 8.25510.66 0 11/01/96
1700600227 0.00 157,000.00 157,000.006-mo. LIB 8.75810.60 0 11/01/96
1700600233 0.00 99,000.00 99,000.006-mo. LIB 8.25595.60 0 11/01/96
1700600237 0.00 114,000.00 114,000.006-mo. LIB 8.50657.62 0 11/01/96
1700600245 0.00 308,000.00 235,000.006-mo. LIB 12.251,976.05 0 12/01/96
1700600248 0.00 118,000.00 118,000.006-mo. LIB 8.75614.61 0 11/01/96
1703300007 0.00 108,000.00 108,000.00 10.12 709.460 0 01/00/00
1703300026 0.00 65,000.00 65,000.00 10.00 351.030 0 01/00/00
1703300030 0.00 85,000.00 85,000.00 10.00 522.160 0 01/00/00
1703300036 0.00 94,000.00 94,000.00 10.50 530.090 0 01/00/00
1703300048 0.00 73,000.00 68,000.00 10.50 404.310 0 01/00/00
1703300051 0.00 142,000.00 142,000.00 9.99 996.080 0 01/00/00
1703300054 0.00 101,000.00 101,000.00 10.25 678.800 0 01/00/00
1703300058 0.00 88,000.00 88,000.00 10.00 513.380 0 01/00/00
1703300091 0.00 115,000.00 115,000.00 11.00 657.100 0 01/00/00
1703300096 0.00 106,000.00 106,000.00 10.50 678.740 0 01/00/00
1703300113 0.00 223,000.00 223,000.00 10.87 1,555.770 0 01/00/00
1703300116 0.00 135,000.00 135,000.00 11.25 852.280 0 01/00/00
1703300141 0.00 86,000.00 86,000.00 11.75 540.030 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
903300386 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
903300396 01/00/00 0.00 0.00 0.00 0.00Y 60.00C Stated SPFC
903300420 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Lite SPFC
903300450 01/00/00 0.00 0.00 0.00 0.00N 50.00A- Full SPFC
903300458 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite SPFC
903300503 01/00/00 0.00 0.00 0.00 0.00N 65.00A- Quick SPFC
903300526 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Lite SPFC
903300531 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
903300535 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
903300583 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
903300606 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Alt SPFC
903300703 01/00/00 0.00 0.00 0.00 0.00N 69.95A- Lite SPFC
1000600011 11/01/96 4.90 1.00 15.50 8.50N 85.00A- Full SPFC
1000600016 12/01/96 5.40 1.00 15.25 8.25Y 65.45A- Stated SPFC
1003300018 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
1003300032 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated SPFC
1003300050 01/00/00 0.00 0.00 0.00 0.00Y 50.67A- Stated SPFC
1003300058 01/00/00 0.00 0.00 0.00 0.00Y 63.44A- Full SPFC
1003300075 01/00/00 0.00 0.00 0.00 0.00Y 63.70A- Stated SPFC
1003300090 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
1003300110 01/00/00 0.00 0.00 0.00 0.00Y 38.09A Quick SPFC
1003300141 01/00/00 0.00 0.00 0.00 0.00Y 47.50A- Quick SPFC
1003300153 01/00/00 0.00 0.00 0.00 0.00Y 73.49A- Full SPFC
1003300193 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
1700600011 11/01/96 5.90 1.00 15.75 8.75N 75.00A- Stated SPFC
1700600023 10/01/96 5.80 1.00 15.75 8.75Y 70.00A- Full SPFC
1700600032 10/01/96 5.30 1.00 15.25 8.25Y 75.00A- Stated SPFC
1700600046 10/01/96 5.40 1.00 15.25 8.25Y 70.00A- Full SPFC
1700600055 12/01/96 6.40 1.00 17.62 10.62Y 60.00A- Stated SPFC
1700600079 11/01/96 4.90 1.00 16.75 9.75Y 85.00A- Full SPFC
1700600110 12/01/96 6.90 1.00 16.00 9.75N 63.01A- Full SPFC
1700600116 11/01/96 5.40 1.00 15.50 8.50Y 69.61B Full SPFC
1700600127 11/01/96 5.40 1.00 16.50 9.50Y 64.95A- Stated SPFC
1700600165 12/01/96 5.40 1.00 15.25 8.25N 67.32A- Full SPFC
1700600227 12/01/96 5.50 1.00 15.75 8.75Y 65.60A- Stated SPFC
1700600233 12/01/96 4.90 1.00 15.25 8.25Y 80.00A- Full SPFC
1700600237 12/01/96 5.40 1.00 15.50 8.50Y 75.00A- Stated SPFC
1700600245 01/01/97 5.90 1.00 19.25 12.25N 80.00A- Lite SPFC
1700600248 12/01/96 5.40 1.00 15.75 8.75N 66.18B Full SPFC
1703300007 01/00/00 0.00 0.00 0.00 0.00Y 74.07A- Stated SPFC
1703300026 01/00/00 0.00 0.00 0.00 0.00Y 61.53A- Stated SPFC
1703300030 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
1703300036 01/00/00 0.00 0.00 0.00 0.00Y 61.64B Stated SPFC
1703300048 01/00/00 0.00 0.00 0.00 0.00N 65.00A- Full SPFC
1703300051 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full SPFC
1703300054 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
1703300058 01/00/00 0.00 0.00 0.00 0.00Y 66.47A- Full SPFC
1703300091 01/00/00 0.00 0.00 0.00 0.00Y 60.00A- Full SPFC
1703300096 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated SPFC
1703300113 01/00/00 0.00 0.00 0.00 0.00Y 73.99A- Stated SPFC
1703300116 01/00/00 0.00 0.00 0.00 0.00Y 65.00C Stated SPFC
1703300141 01/00/00 0.00 0.00 0.00 0.00Y 62.20C Stated SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1703300145 DOWNING 30106 EAST SCOUTEN LOOP ROAD ARLINGTON WA 98223 OO R SFR 360
1703300148 WILLIAMS 15328 SOUTHEAST 49TH PLACE BELLEVUE WA 98006 OO R SFR 360
1703300161 JEFFRIES WEST 2074 HIGHLAND ROAD SHELTON WA 98584 OO R SFR 360
1703300191 KNUTSON 20829 80TH AVENUE WEST EDMONDS WA 98026 OO R SFR 360
1703300210 HIGH JR. 9722 EAST AVENUE Q-10 LITTLEROCK CA 93543 OO R SFR 360
1703300221 AMIAD 23930 WAX ORCHARD ROAD SOUTHWEST VASHON WA 98070 OO R SFR 360
1703300231 INGRAM-LEGVOLD 15501 133RD AVENUE SOUTHEAST YELM WA 98597 OO R SFR 360
1703300238 HOUSTON III 1107 168TH STREET EAST SPANAWAY WA 98387 OO R SFR 360
1703300242 BURNETT 902 SOUTH CASEY AVENUE COUPEVILEE WA 98239 OO R SFR 180
1703300286 BURGY 21709 146TH STREET EAST SUMNER WA 98390 OO R SFR 360
1703300315 VELTHUIZEN 1413 EAST POLE ROAD EVERSON WA 98247 OO R SFR 360
1703300341 SELF 2500 NORTH SPOKANE STREET # 41 POST FALLS ID 83854 OO R SFR 360
1703300359 PRENTICE 7730 STEAMBOAT ISLAND ROAD NW OLYMPIA WA 98502 OO R SFR 360
1703300370 PICKLES 42 NORTH KELLY DRIVE CUSICK WA 99119 OO R SFR 180
1703300381 REDMOND 3511 253RD STREET COURT EAST SPANAWAY WA 98387 OO R SFR 360
1703300390 PARKER 22720 SOUTHEAST 410TH STREET ENUMCLAW WA 98022 OO R SFR 360
1703300401 ASHCRAFT 2615 169TH AVENUE EAST SUMNER WA 98390 OO R SFR 360
1703300412 CARBONE 14110 PRAIRIE RIDGE DRIVE EAST SUMNER WA 98390 NOO P SFR 360
1703300420 COLLVER 25416 166TH STREET EAST BUCKLEY WA 98321 OO R SFR 360
1703300471 GOAD 5647 NORTHEAST KESWICK DRIVE SEATTLE WA 98105 OO R SFR 360
1703300486 BEESLEY NORTHEAST 71 FIRWOOD PLACE TAHUYA WA 98588 OO R SFR 360
1703300500 DARNELL 25410 35TH AVENUE EAST SPANAWAY WA 98387 OO R SFR 180
1703300513 PERKINS 20516 8TH AVENUE EAST SPANAWAY WA 98057 OO R SFR 360
1703300529 CLEMENTINO 16725 LITTLE ROCK ROAD SOUTHWEST ROCHESTER WA 98579 OO R SFR 360
1703300533 COOK SOUTHEAST 840 COOK PLANT FARM ROAD SHELTON WA 98584 OO R SFR 360
1703300552 RUDDELL 9710 TVEIT ROAD ARLINGTON WA 98223 OO P SFR 360
1703300610 FERREL 10642 MERRY CANYON ROAD LEAVENWORTH WA 98826 NOO R SFR 360
1703300635 SWENSON 18521 73RD AVENUE WEST EDMONDS WA 98026 OO P SFR 360
1703300643 RICHARDSON 724 NORTHWEST 4TH STREET GRANTS PASS OR 97526 OO R SFR 360
1703300653 STEPHENS 16033 AGATE STREET SOUTHEAST YELM WA 98597 OO R SFR 360
1703300698 GALVAN-BLANCO 127 EAST RAYMOND STREET CHELAN WA 98816 OO P SFR 360
1703300707 FLETCHER 6713 5TH WAY SOUTHEAST LACEY WA 98503 OO R SFR 360
1703300740 HOFFMAN 8401 68TH AVENUE COURT EAST PUYALLUP WA 98371 OO R SFR 360
1703300788 GERBER 15433 178TH AVENUE NORTHEAST WOODINVILLE WA 98072 OO R SFR 360
1703300794 DEMPSEY 2604 306TH STREET SOUTH ROY WA 98580 OO R SFR 180
1703300827 CARDEY 4812 146TH STREET COURT EAST TACOMA WA 98446 OO R SFR 360
1703300850 SCOTT 12686 BETHEL BURLEY ROAD SOUTHEAST PORT ORCHARD WA 98366 OO R SFR 360
1703300875 SHELLUM 2538 WEST HIGHWAY 101 PORT ANGELES WA 98363 OO R SFR 360
1703300880 AGUILAR 116 SOUTHWEST 7TH AVENUE MILTON-FREEWATER OR 97862 OO P SFR 360
1703300907 NETTLEBECK NORTHEAST 170 RANCH DRIVE TAHUYA WA 98588 OO R SFR 360
1703300935 AGELL 38209 62ND AVENUE COURT EAST EATONVILLE WA 98328 OO R SFR 360
2000600006 VAN NOLLER 315 PARIS AVENUE SE GRAND RAPIDS MI 49503 OO R SFR 360
2003200006 SCHWARTZ 234 WALDEN RIDGE COURT HENDERSON NV 89014 OO R SFR 180
2003200012 FOX 613 N CANNON AVENUE LANSDALE PA 19446 OO P SFR 180
2003300015 BOURDEAU 1442 EAST 84TH STREET BROOKLYN NY 11236 OO P SFR 360
2003300045 DEMERS 11-13 HILLCREST DRIVE LOWELL MA 1851 OO P 2-4 FAMILY 360
2003300057 MOORE 93-95 ELLINGTON STREET DORCHESTER MA 2122 OO P 2-4 FAMILY 360
2003300072 LIBBY 2 PEMBROKE DRIVE DERRY NH 3038 OO P SFR 360
2003300089 SHAPIRO 5 VILLAGE ROCK LANE NATICK MA 1760 NOO R CONDO 360
2003300091 SHAPIRO 47 VILLAGE BROOK LANE NATICK MA 1760 NOO R CONDO 360
2003300097 MUHLEN 2D COUNTRY CLUB LANE MILFORD MA 1757 OO P CONDO 360
2003300099 WHYTE 20 ROCKDALE STREET MATTAPAN MA 2126 OO R 2-4 FAMILY 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1703300145 03/20/96 04/01/26 83,000.00 10.875 782.60 82,869.59 0.5 1 0.00
1703300148 02/16/96 03/01/26 144,000.00 10.500 1,317.22 143,885.06
1703300161 03/04/96 04/01/26 91,500.00 10.625 845.55 91,464.61 0.5 1 0.00
1703300191 02/16/96 03/01/26 91,000.00 10.000 798.59 90,916.32 0.5 1 0.00
1703300210 03/20/96 04/01/26 72,250.00 11.375 708.60 72,250.00 0.5 1 0.00
1703300221 04/02/96 05/01/26 138,750.00 10.750 1,295.21 138,750.00 0.5 1 0.00
1703300231 03/22/96 04/01/26 255,000.00 11.500 2,525.24 255,000.00 0.5 1 0.0050.000
1703300238 03/27/96 04/01/26 50,400.00 9.875 437.65 50,314.75 0.5 1 0.00
1703300242 03/05/96 04/01/11 40,000.00 10.750 448.38 39,909.95 0.5 1 0.00
1703300286 04/15/96 05/01/26 53,000.00 11.375 519.81 53,000.00 0.5 1 0.00
1703300315 03/01/96 04/01/26 187,500.00 10.875 1,767.92 187,431.30 0.5 1 0.00
1703300341 04/01/96 05/01/26 45,500.00 10.500 416.21 45,500.00
1703300359 03/21/96 04/01/26 79,200.00 10.500 724.47 79,200.00
1703300370 03/21/96 04/01/11 30,000.00 10.000 322.38 29,900.00 0.5 1 0.00
1703300381 03/15/96 04/01/26 76,800.00 11.250 745.93 76,774.07 0.5 1 0.00
1703300390 04/25/96 05/01/26 600,000.00 11.625 5,999.04 600,000.00 0.5 1 0.00
1703300401 04/09/96 05/01/26 79,450.00 11.250 771.67 79,450.00 0.5 1 0.00
1703300412 03/13/96 04/01/26 47,250.00 10.500 432.21 47,250.00
1703300420 04/18/96 05/01/26 50,000.00 9.875 434.17 50,000.00 0.5 1 0.00
1703300471 03/20/96 04/01/26 675,000.00 12.000 6,943.14 675,000.00 0.5 1 0.00
1703300486 03/22/96 04/01/26 60,900.00 11.500 603.09 60,900.00 0.5 1 0.00
1703300500 03/26/96 04/01/11 38,000.00 10.625 423.00 37,913.46 0.5 1 0.00
1703300513 03/25/96 04/01/26 255,000.00 10.625 2,356.45 254,901.36 0.5 1 0.00
1703300529 04/05/96 05/01/26 92,000.00 11.375 902.30 92,000.00 0.5 1 0.00
1703300533 04/05/96 05/01/26 40,000.00 10.375 362.16 40,000.00 0.5 1 0.00
1703300552 04/25/96 05/01/26 75,600.00 10.750 705.71 75,600.00 0.5 1 108,000.00
1703300610 04/24/96 05/01/26 34,200.00 12.125 355.08 34,200.00 0.5 1 0.00
1703300635 04/15/96 05/01/26 122,500.00 10.500 1,120.56 122,500.00
1703300643 04/08/96 05/01/26 50,000.00 9.875 434.17 50,000.00 0.5 1 0.00
1703300653 04/24/96 05/01/26 78,200.00 10.375 708.03 78,200.00 0.5 1 0.00
1703300698 04/19/96 05/01/26 69,700.00 11.625 696.89 69,700.00 0.5 1 82,000.00Full
1703300707 04/23/96 05/01/26 68,000.00 10.625 628.39 68,000.00 0.5 1 0.00
1703300740 04/24/96 05/01/26 80,000.00 11.625 799.87 80,000.00 0.5 1 0.00
1703300788 04/23/96 05/01/26 315,000.00 12.000 3,240.13 315,000.00 0.5 1 0.00
1703300794 04/23/96 05/01/11 56,000.00 9.500 584.77 56,000.00 0.5 1 0.00
1703300827 04/17/96 05/01/26 85,000.00 11.625 849.86 85,000.00 0.5 1 0.00
1703300850 04/24/96 05/01/26 103,500.00 11.750 1,044.74 103,500.00 0.5 1 0.00
1703300875 04/24/96 05/01/26 93,750.00 10.750 875.14 93,750.00 0.5 1 0.00
1703300880 04/23/96 05/01/26 66,300.00 11.500 656.56 66,300.00 0.5 1 78,000.00
1703300907 04/22/96 05/01/26 84,700.00 10.625 782.71 84,700.00 0.5 1 0.00
1703300935 04/27/96 05/01/26 183,750.00 10.875 1,732.56 183,750.00 0.5 1 0.00
2000600006 02/29/96 04/01/26 90,000.00 8.750 708.03 89,948.22 0.5 1 0.00
2003200006 08/07/95 09/01/10 25,000.00 12.150 302.46 24,517.43 0.5 2 0.00
2003200012 07/13/95 01/08/10 15,000.00 13.500 194.75 14,783.61 0.5 2 0.00
2003300015 03/20/95 04/01/25 220,500.00 9.500 1,854.09 218,702.33 0.5 1 245,000.00
2003300045 06/08/92 01/07/22 67,500.00 9.500 567.58 65,713.37 0.5 1 103,000.00
2003300057 02/22/94 03/01/24 47,700.00 7.750 341.73 46,750.19 0.5 1 53,000.00
2003300072 08/12/92 09/01/22 27,000.00 8.250 202.85 26,141.64 0.5 1 30,000.00
2003300089 10/16/89 11/01/19 87,850.00 10.500 803.60 84,035.18
2003300091 10/16/89 11/01/19 87,850.00 10.500 803.60 84,036.19
2003300097 11/30/89 12/01/19 111,200.00 10.250 996.47 106,737.14 0.5 1 139,000.00
2003300099 10/30/92 11/01/22 121,300.00 8.380 922.40 117,738.62 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
1703300145 0.00 135,000.00 135,000.00 10.87 782.600 0 01/00/00
1703300148 0.00 240,000.00 240,000.00 10.50 1,317.220 0 01/00/00
1703300161 0.00 122,000.00 122,000.00 10.62 845.550 0 01/00/00
1703300191 0.00 185,000.00 185,000.00 10.00 798.590 0 01/00/00
1703300210 0.00 85,000.00 85,000.00 11.37 708.600 0 01/00/00
1703300221 0.00 185,000.00 185,000.00 10.75 1,295.210 0 01/00/00
1703300231 0.00 510,000.00 510,000.00 11.50 2,525.240 0 01/00/00
1703300238 0.00 72,000.00 72,000.00 9.87 437.650 0 01/00/00
1703300242 0.00 115,000.00 115,000.00 10.75 448.380 0 01/00/00
1703300286 0.00 76,000.00 76,000.00 11.37 519.810 0 01/00/00
1703300315 0.00 250,000.00 250,000.00 10.87 1,767.920 0 01/00/00
1703300341 0.00 65,000.00 65,000.00 10.50 416.210 0 01/00/00
1703300359 0.00 99,000.00 99,000.00 10.50 724.470 0 01/00/00
1703300370 0.00 50,000.00 50,000.00 10.00 322.380 0 01/00/00
1703300381 0.00 96,000.00 96,000.00 11.25 745.930 0 01/00/00
1703300390 0.00 1,000,000.00 1,000,000.00 11.625,990.04 0 01/00/00
1703300401 0.00 113,500.00 113,500.00 11.25 771.670 0 01/00/00
1703300412 0.00 68,000.00 68,000.00 10.50 432.210 0 01/00/00
1703300420 0.00 77,500.00 77,500.00 9.87 434.170 0 01/00/00
1703300471 0.00 1,200,000.00 1,200,000.00 12.006,940.14 0 01/00/00
1703300486 0.00 87,000.00 87,000.00 11.50 603.090 0 01/00/00
1703300500 0.00 55,000.00 55,000.00 10.62 423.000 0 01/00/00
1703300513 0.00 430,000.00 430,000.00 10.62 2,356.450 0 01/00/00
1703300529 0.00 115,000.00 115,000.00 11.37 902.300 0 01/00/00
1703300533 0.00 64,000.00 64,000.00 10.37 362.160 0 01/00/00
1703300552 0.00 112,000.00 108,000.00 10.75 705.710 0 01/00/00
1703300610 0.00 57,000.00 57,000.00 12.12 355.080 0 01/00/00
1703300635 0.00 180,000.00 175,000.00 10.50 1,120.560 0 01/00/00
1703300643 0.00 155,500.00 155,500.00 9.87 434.170 0 01/00/00
1703300653 0.00 92,000.00 92,000.00 10.37 708.030 0 01/00/00
1703300698 0.00 82,000.00 82,000.00 11.62 696.890 0 01/00/00
1703300707 0.00 80,000.00 80,000.00 10.62 628.390 0 01/00/00
1703300740 0.00 160,000.00 160,000.00 11.62 799.870 0 01/00/00
1703300788 0.00 450,000.00 450,000.00 12.00 3,240.130 0 01/00/00
1703300794 0.00 100,000.00 100,000.00 9.50 584.770 0 01/00/00
1703300827 0.00 114,000.00 114,000.00 11.62 849.860 0 01/00/00
1703300850 0.00 138,000.00 138,000.00 11.75 1,044.740 0 01/00/00
1703300875 0.00 125,000.00 125,000.00 10.75 875.140 0 01/00/00
1703300880 0.00 78,000.00 78,000.00 11.50 656.560 0 01/00/00
1703300907 0.00 121,000.00 121,000.00 10.62 782.710 0 01/00/00
1703300935 0.00 245,000.00 245,000.00 10.87 1,732.560 0 01/00/00
2000600006 0.00 136,900.00 136,900.006-mo. LIBOR 8.75708.63 0 10/01/96
2003200006 122,616.00 166,000.00 166,000.00 12.15 302.460 0 01/00/00
2003200012 56,736.00 85,000.00 85,000.00 13.50 194.750 0 01/00/00
2003300015 0.00 245,000.00 245,000.00 9.50 1,854.080 0 01/00/00
2003300045 0.00 103,000.00 103,000.00 9.50 567.580 0 01/00/00
2003300057 0.00 61,000.00 53,000.00 7.75 341.730 0 01/00/00
2003300072 0.00 49,000.00 30,000.00 8.25 202.840 0 01/00/00
2003300089 0.00 125,500.00 125,500.00 10.50 803.600 0 01/00/00
2003300091 0.00 125,500.00 125,500.00 10.50 803.600 0 01/00/00
2003300097 0.00 139,000.00 139,000.00 10.25 996.460 0 01/00/00
2003300099 0.00 138,000.00 138,000.00 8.38 922.400 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1703300145 01/00/00 0.00 0.00 0.00 0.00Y 61.48A- Stated SPFC
1703300148 01/00/00 0.00 0.00 0.00 0.00Y 60.00B Stated SPFC
1703300161 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
1703300191 01/00/00 0.00 0.00 0.00 0.00Y 49.18A- Full SPFC
1703300210 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
1703300221 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
1703300231 01/00/00 0.00 0.00 0.00 0.00Y 50.00C Stated SPFC
1703300238 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Alt SPFC
1703300242 01/00/00 0.00 0.00 0.00 0.00Y 34.78B Stated SPFC
1703300286 01/00/00 0.00 0.00 0.00 0.00Y 69.73C Full SPFC
1703300315 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Lite SPFC
1703300341 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full SPFC
1703300359 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
1703300370 01/00/00 0.00 0.00 0.00 0.00Y 60.00A- Full SPFC
1703300381 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
1703300390 01/00/00 0.00 0.00 0.00 0.00Y 60.00A- Stated SPFC
1703300401 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated SPFC
1703300412 01/00/00 0.00 0.00 0.00 0.00N 69.48A- Full SPFC
1703300420 01/00/00 0.00 0.00 0.00 0.00Y 64.51A- Full SPFC
1703300471 01/00/00 0.00 0.00 0.00 0.00Y 56.25A- Stated SPFC
1703300486 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full SPFC
1703300500 01/00/00 0.00 0.00 0.00 0.00Y 69.09A- Full SPFC
1703300513 01/00/00 0.00 0.00 0.00 0.00N 59.30A- Stated SPFC
1703300529 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
1703300533 01/00/00 0.00 0.00 0.00 0.00Y 62.50A- Alt SPFC
1703300552 01/00/00 0.00 0.00 0.00 0.00N 70.00B Full SPFC
1703300610 01/00/00 0.00 0.00 0.00 0.00Y 60.00A- Stated SPFC
1703300635 01/00/00 0.00 0.00 0.00 0.00N 70.00B Full SPFC
1703300643 01/00/00 0.00 0.00 0.00 0.00Y 32.15A- Full SPFC
1703300653 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
1703300698 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
1703300707 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full SPFC
1703300740 01/00/00 0.00 0.00 0.00 0.00Y 50.00B Stated SPFC
1703300788 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Stated SPFC
1703300794 01/00/00 0.00 0.00 0.00 0.00N 56.00A- Full SPFC
1703300827 01/00/00 0.00 0.00 0.00 0.00Y 74.56C Full SPFC
1703300850 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full SPFC
1703300875 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
1703300880 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full SPFC
1703300907 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full SPFC
1703300935 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Stated SPFC
2000600006 11/01/96 4.90 1.00 15.75 8.75Y 65.74A- Full SPFC
2003200006 01/00/00 0.00 0.00 0.00 0.00Y 15.06A Full SPFC
2003200012 01/00/00 0.00 0.00 0.00 0.00N 17.64A Full SPFC
2003300015 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full SPFC
2003300045 01/00/00 0.00 0.00 0.00 0.00N 65.53A Full SPFC
2003300057 01/00/00 0.00 0.00 0.00 0.00N 90.00C Full SPFC
2003300072 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full SPFC
2003300089 01/00/00 0.00 0.00 0.00 0.00N 70.00A Full SPFC
2003300091 01/00/00 0.00 0.00 0.00 0.00N 70.00A Full SPFC
2003300097 01/00/00 0.00 0.00 0.00 0.00N 80.00C Full SPFC
2003300099 01/00/00 0.00 0.00 0.00 0.00N 87.89A- Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2003300112 LAPAGE 22 MARION STREET EAST BOSTON MA 2128 OO P 2-4 FAMILY 360
2003300115 LEVESQUE 22 FOXMOOR CIRCLE NASHUA NH 3063 OO P CONDO 360
2003300120 CHINGOS LINCOLN STATION RIVERFRONT CONDO LINCOLN NH 3251 2ND P CONDO 360
2003300128 GAUTHIER 25 ARBOR STREET EXETER NH 3833 OO P SFR 360
2003300132 COMBES 55 LONG HILL ROAD CLINTON CT 6413 OO P SFR 360
2003300137 ALLARD III 15 MAOLIS ROAD NAHANT MA 1908 OO P SFR 360
2003300139 CAPPUCCIO 39 GRACE STREET MALDEN MA 2148 OO R SFR 360
2003300141 COLKOS 57 WINTERSET DRIVE SPRINGFIELD MA 1129 OO P SFR 360
2003300144 FILIPE 27-29 GARDEN STREET ATTLEBORO MA 2703 NOO P SFR 360
2003300147 LENNON LOT 24-51 WASHINGTON DRIVE RAYMOND NH 3077 OO P SFR 360
2003300149 DESAUTELS 81 GRAND STREET WOONSOCKET RI 2895 OO P 2-4 FAMILY 360
2003300155 PLOURDE 119 CONCORD STREET SEABROOK NH 3874 2ND P SFR 360
2003300166 GREENE 14430 NORTHWEST 21 COURT MIAMI FL 33054 OO R SFR 360
2003300169 GILL 36 DORLAND AVENUE CONCORD NC 28025 OO R SFR 60
2003300171 LOVE 192 SOUTH KENNEBEC AVENUE MCCONNELSVILLE OH 43756 OO R SFR 180
2003300173 MCGAHA 5309 STILLWATER LANE BRASELTON GA 30517 OO P SFR 60
2003300177 EVANS ROUTE 2 BOX 1447 GRAY GA 31032 OO R SFR 180
2003300184 YEARGIN 1705 CAMELOT DRIVE BELTON SC 29627 OO R SFR 180
2003300190 BUSSELL 351 OJ BUSSELL LANE HARROGATE TN 37752 OO R SFR 240
2003300196 HORTON 105 FLATROCK LANE EATONTON GA 31024 OO R SFR 180
2003300201 ROBERTSON LOT 46 MADISON PLACE ATHENS TN 37303 OO P SFR 360
2003300206 PROCELL 129 21ST AVENUE SOUTH PETERSBURG FL 33705 OO R SFR 360
2003300216 NICHOLSON 1484 EAST 108TH STREET CLEVELAND OH 44106 OO R SFR 360
2003300221 ANDERSON 302 SHERMAN LANE NIOTA TN 37826 OO P SFR 180
2003300228 HOFFMAN 178 DUTCH HOLLOW ROAD SOUTH WEBSTER OH 45682 OO R SFR 180
2003300234 DOWNS 450 MAPLE AVENUE NEWARK OH 43055 OO R SFR 360
2003300237 BRIGHT 1302 N. JACKSON STREET ATHENS TN 37303 OO P SFR 180
2003300240 MEDLOCK 4593 ROCKMART ROAD SILVERCREEK GA 30173 OO R SFR 180
2003300252 LAWRENCE 303 PUMPKIN HOLLOW ROAD MADISONVILLE TN 37354 OO R SFR 240
2003300254 HARPER 195 ELDRIDGE STREET METTER GA 30439 OO R SFR 180
2003300256 PATTERSON 503 EAST HILL DRIVE CHERRYVILLE NC 28021 OO R SFR 240
2003300258 KLINE 3835 MYRTLE AVENUE CAMDEN CITY NJ 8105 OO R SFR 180
2003300264 MILES RT 1 BOX 22-H-2 SCRANTON SC 29591 OO R SFR 60
2003300266 DAVIS 100 LIVEOAK STREET ELLOREE SC 29047 OO R SFR 180
2003300271 NIHISER 9641 SILK AVENUE CLEVELAND OH 44102 OO R SFR 180
2003300277 ROSE 4659 OLD YELLOWSTONE TRAIL N. LIVINGSTON MT 59047 OO R SFR 360
2003300289 DENT 12103 WOOWIND LANE MITCHELLVILLE MD 20721 OO P SFR 360
2003300295 QUINTANILLA 1258 KNOLL MIST LANE GAITHERSBURG MD 20879 OO P CONDO 360
2003300315 SANTORO 3101 N.E. 40TH COURT FT. LAUDERDALE FL 33308 OO R SFR 360
3000600077 RUGG 4028 PALA ROAD FALLBROOK CA 92028 OO R SFR 360
3000600079 JONES 906 CHEYENNE STREET JUPITER FL 33418 OO R SFR 120
3000600084 EDDY 13737 SALADO WAY VICTORVILLE CA 92392 OO P SFR 360
3000600090 SANASSARIAN 1251 SWORDFISH STREET FOSTER CITY CA 94404 OO R SFR 360
3000600093 JOHNSON 1621 WEST 265TH STREET LOS ANGELES CA 90710 OO R SFR 360
3000600099 VARGAS 19602 BERMUDA STREET LOS ANGELES CA 91311 OO R SFR 360
3000600105 SMITH 1205 CABRILLO DRIVE TULARE CA 93274 OO R SFR 360
3000600110 NAVA 8629 EDMOND DRIVE ROSEMEAD CA 91770 OO R SFR 360
3000600114 SANDER 1841 GREENGATE STREET YUBA CITY CA 95991 OO P SFR 360
3000600117 PASILLAS 37953 ROAD 60 DINUBA CA 93618 OO R SFR 360
3000600123 RESENDEZ 263 MARSHALL STREET MC FARLAND CA 93250 OO R SFR 360
3000600127 KEEL 158 WICHMAN STREET S.E. TENINO WA 98589 OO R SFR 360
3000600144 JONES 8730 RIVER ROAD AMARILLO TX 79108 OO P SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2003300112 11/09/94 12/01/24 44,000.00 9.875 382.08 43,682.16 0.5 1 55,000.00
2003300115 10/30/91 11/01/21 82,650.00 9.380 687.75 79,812.85 0.5 1 87,000.00
2003300120 10/16/92 11/01/22 68,000.00 7.880 493.29 63,388.89 0.5 1 85,000.00
2003300128 06/07/94 07/01/24 75,900.00 8.000 556.93 71,137.39 0.5 1 79,900.00
2003300132 04/29/93 05/01/23 112,400.00 7.880 815.37 107,084.89 0.5 1 124,900.00
2003300137 04/30/90 05/01/20 176,000.00 11.250 1,709.42 1,709.42 0.5 1 220,000.00
2003300139 08/11/89 09/01/19 105,000.00 10.380 951.07 100,174.23 0.5 1 0.00
2003300141 06/04/91 07/01/21 107,300.00 9.625 912.04 103,603.69 0.5 1 113,000.00
2003300144 10/27/94 11/01/24 54,000.00 9.750 463.95 53,542.60 0.5 1 64,000.00
2003300147 06/04/92 07/01/22 80,650.00 7.875 584.77 77,755.27 0.5 1 84,900.00
2003300149 07/06/94 08/01/24 27,200.00 9.250 223.77 26,879.87 0.5 1 34,000.00
2003300155 09/07/94 10/01/24 100,000.00 9.130 814.00 98,933.86 0.5 1 130,000.00
2003300166 03/29/96 04/01/26 40,000.00 11.625 399.94 39,987.56 0.5 1 0.00
2003300169 06/03/94 06/08/99 20,300.00 15.750 294.62 19,609.18 0.5 1 0.00
2003300171 09/05/95 09/11/10 25,200.00 9.990 270.65 24,763.16 0.5 1 0.00
2003300173 11/24/93 11/24/98 45,600.00 10.500 504.06 42,257.67
2003300177 10/23/95 10/26/10 46,500.00 10.600 516.90 45,959.78 0.5 1 0.00
2003300184 12/29/94 02/01/10 41,400.00 10.990 470.29 39,941.70 0.5 1 0.00
2003300190 09/26/95 02/10/15 35,000.00 10.990 361.03 34,751.42 0.5 1 0.00
2003300196 08/14/95 08/17/10 36,000.00 11.490 420.32 35,371.53 0.5 1 0.00
2003300201 09/29/95 09/29/25 100,800.00 11.650 1,009.77 100,575.33 0.5 1 112,000.00
2003300206 08/07/95 08/10/25 44,200.00 11.990 454.31 44,061.90 0.5 1 0.00
2003300216 04/18/95 04/21/25 52,000.00 16.990 740.93 51,938.95 0.5 1 0.00
2003300221 10/30/95 10/30/10 39,100.00 12.150 473.05 38,625.12 0.5 1 46,000.00
2003300228 07/11/95 07/16/10 28,000.00 12.490 344.92 27,498.05 0.5 1 0.00
2003300234 10/25/95 10/29/25 39,750.00 13.050 441.27 39,694.56 0.5 1 0.00
2003300237 10/30/95 10/30/10 14,450.00 13.350 186.17 14,320.06 0.5 1 17,000.00
2003300240 10/05/95 10/11/10 58,500.00 13.250 749.82 57,859.23 0.5 1 0.00
2003300252 09/01/95 09/07/15 57,400.00 13.750 703.38 57,069.07 0.5 1 0.00
2003300254 11/15/95 11/20/10 18,850.00 13.890 249.64 18,721.98 0.5 1 0.00
2003300256 11/28/95 12/03/15 19,500.00 13.890 240.93 19,453.81 0.5 1 0.00
2003300258 11/27/95 12/01/10 30,000.00 12.550 321.34 29,969.09 0.5 1 0.00
2003300264 04/14/94 04/19/99 14,140.00 15.750 205.22 13,590.22 0.5 1 0.00
2003300266 11/11/94 11/16/09 25,515.00 15.990 374.56 24,945.05 0.5 1 0.00
2003300271 02/25/95 03/01/10 19,500.00 15.990 286.26 19,127.60 0.5 1 0.00
2003300277 11/30/95 12/01/25 188,000.00 11.250 1,825.97 187,676.64 0.5 1 0.00
2003300289 06/29/95 07/01/25 376,300.00 9.750 3,233.00 374,854.91 0.5 1 0.00
2003300295 07/27/95 08/01/25 132,525.00 9.625 1,126.45 132,069.73 0.5 1 139,500.00
2003300315 04/17/96 01/05/26 435,000.00 9.125 3,539.30 435,000.00 0.5 1 0.00
3000600077 01/25/96 02/01/26 165,000.00 10.000 1,447.99 164,853.41 0.5 1 0.00
3000600079 02/12/96 03/01/06 40,950.00 12.875 448.99 40,940.36 0.5 1 0.00
3000600084 04/02/96 05/01/26 76,000.00 9.500 639.05 76,000.00 0.5 1 118,000.00
3000600090 02/27/96 03/01/26 225,000.00 10.000 1,974.54 224,900.56 0.5 1
3000600093 03/12/96 04/01/26 209,000.00 9.250 1,719.39 209,000.00 0.5 1 0.00
3000600099 03/07/96 05/01/26 120,000.00 10.500 1,097.69 120,000.00
3000600105 03/26/96 05/01/26 45,500.00 11.990 467.67 45,500.00 0.5 1 0.00
3000600110 03/12/96 04/01/26 168,750.00 8.990 1,356.59 168,750.00 0.5 1 0.00
3000600114 03/13/96 04/01/26 108,000.00 10.500 987.92 108,000.00
3000600117 03/14/96 04/01/26 61,600.00 9.500 517.97 61,600.00 0.5 1 0.00
3000600123 04/05/96 05/01/26 45,200.00 11.500 447.61 45,200.00 0.5 1 0.00
3000600127 04/09/96 05/01/26 55,000.00 9.990 482.26 55,000.00 0.5 1 0.00
3000600144 01/26/96 02/01/26 104,000.00 9.475 872.59 103,896.75 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANDRFREQPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2003300112 0.00 56,000.00 55,000.00 9.87 382.07 0 0 01/00/00
2003300115 0.00 92,000.00 87,000.00 9.38 687.75 0 0 01/00/00
2003300120 0.00 87,000.00 85,000.00 7.88 493.28 0 0 01/00/00
2003300128 0.00 80,000.00 79,900.00 8.00 556.93 0 0 01/00/00
2003300132 0.00 125,000.00 124,900.00 7.88 815.37 0 0 01/00/00
2003300137 0.00 220,000.00 220,000.00 11.25 1,709.42 0 0 01/00/00
2003300139 0.00 226,000.00 226,000.00 10.38 951.07 0 0 01/00/00
2003300141 0.00 113,000.00 113,000.00 9.62 912.04 0 0 01/00/00
2003300144 0.00 67,000.00 64,000.00 9.75 463.95 0 0 01/00/00
2003300147 0.00 85,000.00 84,900.00 7.87 584.77 0 0 01/00/00
2003300149 0.00 35,000.00 34,000.00 9.25 223.77 0 0 01/00/00
2003300155 0.00 140,000.00 130,000.00 9.13 814.00 0 0 01/00/00
2003300166 0.00 50,000.00 50,000.00 11.62 399.94 0 0 01/00/00
2003300169 0.00 29,000.00 29,000.00 15.75 294.62 0 0 01/00/00
2003300171 0.00 31,500.00 31,500.00 9.99 270.65 0 0 01/00/00
2003300173 0.00 54,000.00 54,000.00 10.50 504.06 0 0 01/00/00
2003300177 0.00 62,000.00 62,000.00 10.60 516.90 0 0 01/00/00
2003300184 0.00 55,200.00 55,200.00 10.99 470.29 0 0 01/00/00
2003300190 0.00 47,500.00 47,500.00 10.99 361.03 0 0 01/00/00
2003300196 0.00 48,000.00 48,000.00 11.49 420.32 0 0 01/00/00
2003300201 0.00 119,000.00 112,000.00 11.65 1,009.77 0 0 01/00/00
2003300206 0.00 52,000.00 52,000.00 11.99 454.31 0 0 01/00/00
2003300216 0.00 80,000.00 80,000.00 16.99 740.93 0 0 01/00/00
2003300221 0.00 72,500.00 46,000.00 12.15 473.05 0 0 01/00/00
2003300228 0.00 40,000.00 40,000.00 12.49 344.92 0 0 01/00/00
2003300234 0.00 53,000.00 53,000.00 13.05 441.27 0 0 01/00/00
2003300237 0.00 20,000.00 17,000.00 13.35 186.17 0 0 01/00/00
2003300240 0.00 78,000.00 78,000.00 13.25 749.82 0 0 01/00/00
2003300252 0.00 82,000.00 82,000.00 13.75 703.38 0 0 01/00/00
2003300254 0.00 28,000.00 28,000.00 13.89 249.64 0 0 01/00/00
2003300256 0.00 30,000.00 30,000.00 13.89 240.93 0 0 01/00/00
2003300258 0.00 40,000.00 40,000.00 12.55 321.34 0 0 01/00/00
2003300264 0.00 20,000.00 20,000.00 15.75 205.22 0 0 01/00/00
2003300266 0.00 40,500.00 40,500.00 15.99 374.56 0 0 01/00/00
2003300271 0.00 30,000.00 30,000.00 15.99 286.26 0 0 01/00/00
2003300277 0.00 235,000.00 235,000.00 11.25 1,825.97 0 0 01/00/00
2003300289 0.00 420,000.00 420,000.00 9.75 3,233.00 0 0 01/00/00
2003300295 0.00 147,000.00 139,500.00 9.62 1,126.45 0 0 01/00/00
2003300315 0.00 750,000.00 750,000.006-mo. LIB 9.123,539 60 0 11/01/96
3000600077 0.00 275,000.00 275,000.006-mo. LIB 10.001,447 69 0 08/01/96
3000600079 0.00 63,000.00 63,000.00 12.87 448.99 0 0 01/00/00
3000600084 0.00 118,000.00 118,000.006-mo. LIB 9.50639.036 0 05/01/99
3000600090 0.00 375,000.00 375,000.006-mo. LIB 10.001,974364 0 03/01/99
3000600093 0.00 310,000.00 310,000.006-mo. LIB 9.251,719 69 0 10/01/96
3000600099 0.00 320,000.00 320,000.006-mo. LIB 10.501,097369 0 05/01/99
3000600105 0.00 70,000.00 70,000.006-mo. LIB 11.99467.636 0 05/01/99
3000600110 0.00 225,000.00 225,000.006-mo. LIB 8.991,356369 0 04/01/99
3000600114 0.00 136,000.00 135,000.006-mo. LIB 10.50987.936 0 04/01/99
3000600117 0.00 88,000.00 88,000.006-mo. LIB 9.50517.936 0 04/01/99
3000600123 0.00 70,000.00 70,000.006-mo. LIB 11.50447.636 0 05/01/99
3000600127 0.00 107,000.00 107,000.006-mo. LIB 9.99482.236 0 05/01/99
3000600144 0.00 130,000.00 130,000.006-mo. LIB 9.47872.5 6 0 08/01/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2003300112 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full SPFC
2003300115 01/00/00 0.00 0.00 0.00 0.00N 95.00A- Full SPFC
2003300120 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full SPFC
2003300128 01/00/00 0.00 0.00 0.00 0.00N 94.99A- Full SPFC
2003300132 01/00/00 0.00 0.00 0.00 0.00N 89.99A- Full SPFC
2003300137 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full SPFC
2003300139 01/00/00 0.00 0.00 0.00 0.00N 46.46D Stated SPFC
2003300141 01/00/00 0.00 0.00 0.00 0.00N 94.95A Full SPFC
2003300144 01/00/00 0.00 0.00 0.00 0.00N 84.37A Full SPFC
2003300147 01/00/00 0.00 0.00 0.00 0.00N 94.99A- Full SPFC
2003300149 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full SPFC
2003300155 01/00/00 0.00 0.00 0.00 0.00N 76.92D Full SPFC
2003300166 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full SPFC
2003300169 01/00/00 0.00 0.00 0.00 0.00Y 70.00CX Full SPFC
2003300171 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full SPFC
2003300173 01/00/00 0.00 0.00 0.00 0.00N 84.44B Full SPFC
2003300177 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
2003300184 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
2003300190 01/00/00 0.00 0.00 0.00 0.00Y 73.68B Alt SPFC
2003300196 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full SPFC
2003300201 01/00/00 0.00 0.00 0.00 0.00N 90.00B Full SPFC
2003300206 01/00/00 0.00 0.00 0.00 0.00Y 85.00B Full SPFC
2003300216 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full SPFC
2003300221 01/00/00 0.00 0.00 0.00 0.00N 85.00B Full SPFC
2003300228 01/00/00 0.00 0.00 0.00 0.00N 70.00C Full SPFC
2003300234 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full SPFC
2003300237 01/00/00 0.00 0.00 0.00 0.00N 85.00B Full SPFC
2003300240 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full SPFC
2003300252 01/00/00 0.00 0.00 0.00 0.00N 70.00D Full SPFC
2003300254 01/00/00 0.00 0.00 0.00 0.00Y 67.32B Full SPFC
2003300256 01/00/00 0.00 0.00 0.00 0.00Y 65.00CX Full SPFC
2003300258 01/00/00 0.00 0.00 0.00 0.00N 75.00A Full SPFC
2003300264 01/00/00 0.00 0.00 0.00 0.00Y 70.70D Alt SPFC
2003300266 01/00/00 0.00 0.00 0.00 0.00Y 63.00D Full SPFC
2003300271 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full SPFC
2003300277 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Stated SPFC
2003300289 01/00/00 0.00 0.00 0.00 0.00N 89.59A Full SPFC
2003300295 01/00/00 0.00 0.00 0.00 0.00N 95.00A Full SPFC
2003300315 12/01/96 5.77 1.00 16.12 9.12Y 58.00A- Stated SPFC
3000600077 09/01/96 8.15 1.50 17.00 10.00Y 60.00C Stated SPFC
3000600079 01/00/00 0.00 0.00 0.00 0.00N 65.00D Alt SPFC
3000600084 06/01/99 6.00 1.50 15.50 9.50N 64.40C Stated SPFC
3000600090 04/01/99 6.25 1.50 16.00 10.00N 60.00A- Full SPFC
3000600093 11/01/96 5.25 1.00 15.25 9.25Y 67.41A- Full SPFC
3000600099 06/01/99 5.75 1.50 16.50 10.50N 37.50B Full SPFC
3000600105 06/01/99 6.50 1.50 17.99 11.99N 65.00B Full SPFC
3000600110 05/01/99 5.25 1.50 15.99 8.99N 75.00B Lite SPFC
3000600114 05/01/99 5.25 1.00 16.50 10.50N 80.00A- Full SPFC
3000600117 05/01/99 5.75 1.50 16.50 9.50Y 70.00B Full SPFC
3000600123 06/01/99 6.25 1.50 17.50 11.50N 64.57B Full SPFC
3000600127 06/01/99 5.75 1.50 15.99 9.99N 51.40B Quick SPFC
3000600144 09/01/96 6.87 1.00 16.47 9.47N 80.00B Full SPFC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3000600148 MURPHY 912 DURANGO CHILTON TX 76632 OO P SFR 360
3000600152 MEHARG 207 FM HIGHWAY 740 FORNEY TX 75126 OO R SFR 360
3000600157 BELL 3204 FLOWERDALE DRIVE DALLAS TX 75229 OO R SFR 360
3000600485 PAINTER 2378 DEMARET DRIVE DUNEDIN FL 34698 OO R SFR 360
3003300182 MAXWELL 1800 LAKE AVE. S WEST PALM BEACH FL 33401 OO R SFR 180
3003300187 WORRIX 166 EAST FIRST LONDON OH 43140 OO R SFR 360
3003300323 WUNDERLICH 582 MADRID STREET SAN FRANCISCO CA 94112 OO R SFR 360
3003300328 SAMPLES 7920 N.E. LOOWIT LOOP DRIVE VANCOUVER WA 98662 NOO R CONDO 360
3003300331 GRANT 13124 PIONEER AVENUE VALLEY HOME CA 95384 OO R SFR 360
3003300336 MCADAMS 460 ELLESTAD WAY AUBURN CA 95603 OO R SFR 360
3003300349 MITCHELL 3165 HIGHMEADOW MEMPHIS TN 38128 OO P CONDO 360
3003300352 SANDERS ROUTE 2 BOX 82 FM 2979 HEMPSTEAD TX 77445 OO P SFR 360
3003300356 RODRIGUEZ 1102 HUNTER MISSION TX 78572 OO P SFR 180
3003300367 PALENSHUS 23097 SCHIRMER DRIVE QUAIL VALLEY CA 92587 OO R SFR 360
3003300371 HIEBERT 19130 PECAN STREET NW ROCHESTER WA 98579 NOO R SFR 360
3100600048 BROWN 4201 PIERCE STREET HOLLYWOOD FL 33021 OO R SFR 360
3100600051 JOHNSON 6016 TREYBURN PLACE GLEN ALLEN VA 23060 OO R SFR 360
3100600057 ELLIOTT 5840 S. CLAY AVENUE SPRINGFIELD MO 65810 OO R SFR 360
3100600062 ASHBY 31 ORANGE STRRET EAST APOPKA FL 32751 OO R SFR 360
3100600065 BRIGHT 301 TETRA COURT GLEN BERNIE MD 21061 OO R SFR 360
3100600068 BECK 13 BUCKINGHAM COURT CARTERSVILLE GA 30120 OO R SFR 360
3100600074 GAILLOT 2037 CRESTVIEW WAY WOODSTOCK GA 30188 OO P SFR 360
3100600078 MCCULLOCH 656 35TH STREET DES MOINES IA 50312 OO R SFR 360
3100600082 DORICH 860 PINELLAS BAYWAY TIERRA VERDE FL 33715 OO R PUD 360
3100600088 JACKSON 1535 JAQUAR AVE. CRESTON IA 50801 OO R SFR 360
3100600093 AUSTIN 1269 STAUNTON SOUTHAVEN MS 38671 OO R SFR 360
3100600096 TURNER 1410 NEWBY ROAD PORTSMOUTH VA 23701 OO R SFR 360
3100600102 MUIR 1072 PIEDMONT ROAD ATLANTA GA 30309 OO P SFR 360
3100600104 DIXON 117 HALL STREET BISCOE MONTGOMERY NC 27209 OO R SFR 360
3100600109 CARLUCCI 6 RIDOUT ROAD SEVERNA PARK MD 21146 OO R SFR 360
3100600115 MILANES 8765 S.W. 76 TERRACE MIAMI FL 33173 OO R SFR 360
3100600120 ANGUERA 4300 ROLAND AVENUE BALTIMORE MD 21218 OO P CONDO 360
3100600122 FITCH 226 GENOA DRIVE HAMPTON VA 23664 OO P CONDO 360
3100600128 BLAIR 2637 MEADOW HALL DRIVE HERNDON VA 22701 OO R PUD 360
3100600130 PANNETON 8507 BARRINGTON COURT SPRINGFIELD VA 22152 OO R CONDO 360
3100600135 HAWA 4633 MAY HUNT CT. ALEXANDRIA VA 22312 OO R PUD 360
3100600137 DOFAT 16504 KILBY COURT MARLBORO MD 20772 OO P SFR 360
3100600143 BLAKE 595 COBBLESTONE LANE STONE MOUNTAIN GA 30087 2ND P SFR 360
3100600145 COLLIN 388 SANTA CLARA AVENUE OAKLAND CA 94610 OO P SFR 360
3100600147 SHRIBNIK 19 SMITH ROAD RANDOLPH MA 2368 OO R SFR 360
3100600151 HARDT 132 SEABREEZE AVENUE MILFORD CT 6460 2ND R SFR 360
3100600154 CIRO 146-18 ROCKAWAY BLVD. JAMAICA NY 11436 OO P SFR 360
3100600160 VALLERIE 20 NOD HILL ROAD WILTON CT 6897 OO R SFR 360
3103300480 SOK 330 HINTON STREET CHARLOTTE FL 33954 NOO R SFR 180
3103300486 QUARLES 5351 CEMETERY RD. GROVETOWN GA 30813 OO R SFR 180
3103300490 SAUL 1575 CHINQUAPIN CHURCH ROAD BATESBURG SC 29006 OO R SFR 180
3103300493 ABBASZADEH 5330 N.W. 31ST LANE GAINESVILLE FL 32606 OO P SFR 180
3103300496 QUEEN 7917 BEECHNUT ROAD CAPITAL HEIGHTS MD 20743 OO R SFR 180
3103300501 WEAVER SR. 956 WEAVER STREET TIMMONSVILLE SC 29161 OO R SFR 180
3103300512 CURRY 1769 NW 55TH TERRACE MIAMI FL 33142 OO R SFR 360
3103300515 CAMBY 579 MORGAN HILL RD. ASHEVILLE NC 28803 OO P SFR 360
3103300519 ANDRE 12605 N.E. MIAMI CT. MIAMI FL 33161 OO P SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3000600148 11/20/95 12/01/25 34,200.00 9.975 299.50 34,138.38 0.5 1 0.00
3000600152 12/27/95 01/01/26 180,000.00 11.175 1,738.03 179,822.95 0.5 1 0.00
3000600157 12/04/95 12/01/25 43,250.00 10.680 401.46 43,182.98 0.5 1 0.00
3000600485 10/19/95 11/01/25 152,000.00 9.500 1,278.10 151,620.19 0.5 1 0.00
3003300182 01/22/96 02/01/11 78,000.00 13.125 870.46 77,965.15 0.5 1 0.00
3003300187 09/25/95 10/01/25 76,000.00 10.750 709.45 75,854.33 0.5 1 0.00
3003300323 04/04/96 05/01/26 115,500.00 10.500 1,056.52 115,500.00
3003300328 04/09/96 05/01/26 66,500.00 11.750 671.26 66,500.00 0.5 1 0.00
3003300331 04/05/96 05/01/26 70,080.00 9.500 589.27 70,080.00 0.5 1 0.00
3003300336 04/09/96 05/01/26 30,000.00 11.145 288.99 30,000.00 0.5 1 0.00
3003300349 12/19/95 01/01/26 46,500.00 12.050 480.10 46,388.04 0.5 1 62,000.00
3003300352 06/16/95 07/01/25 65,000.00 15.950 871.47 64,928.69 0.5 1 0.00
3003300356 10/06/95 11/01/10 44,000.00 11.950 450.90 43,935.05 0.5 1 55,000.00
3003300367 04/16/96 05/01/26 82,000.00 10.500 750.09 82,000.00
3003300371 04/01/96 05/01/26 52,000.00 11.250 505.06 52,000.00 0.5 1 0.00
3100600048 02/09/96 03/01/26 146,200.00 9.125 1,189.53 146,122.20 0.5 1 0.00
3100600051 02/16/96 03/01/26 320,000.00 9.625 2,719.97 319,846.70 0.5 1 0.00
3100600057 01/26/96 02/01/26 263,500.00 8.500 2,026.09 263,057.32 0.5 1 0.00
3100600062 02/09/96 03/01/26 56,250.00 12.500 600.33 56,250.00 0.5 1 0.00
3100600065 02/09/96 03/01/26 89,600.00 8.125 665.28 89,482.38 0.5 1 0.00
3100600068 02/27/96 03/01/26 175,000.00 8.325 1,323.95 174,779.46 0.5 1 0.00
3100600074 03/07/96 04/01/26 113,100.00 8.625 879.68 113,100.00 0.5 1 0.00
3100600078 02/28/96 03/01/26 49,500.00 8.825 392.07 49,471.96 0.5 1 0.00
3100600082 03/01/96 03/01/26 500,000.00 10.500 4,573.70 499,801.30
3100600088 02/29/96 03/01/26 59,500.00 8.625 462.78 59,464.88 0.5 1 0.00
3100600093 02/16/96 03/01/26 48,800.00 8.625 379.58 48,742.13 0.5 1 0.00
3100600096 03/20/96 04/01/26 69,000.00 9.375 573.91 69,000.00 0.5 1 0.00
3100600102 03/28/96 04/01/26 61,350.00 8.750 482.64 61,314.70 0.5 1 81,800.00
3100600104 03/19/96 04/01/26 58,400.00 10.025 513.58 58,400.00 0.5 1 0.00
3100600109 03/19/96 04/01/26 401,200.00 9.750 3,446.93 401,200.00 0.5 1 0.00
3100600115 03/19/96 04/01/26 315,000.00 8.625 2,450.04 315,000.00 0.5 1 0.00
3100600120 01/25/96 02/01/26 47,250.00 8.875 375.95 47,196.81 0.5 1 67,500.00
3100600122 04/01/96 04/01/26 148,300.00 10.500 1,356.56 148,300.00
3100600128 04/02/96 05/01/26 297,500.00 9.550 2,512.40 297,500.00 0.5 1 0.00
3100600130 04/03/96 05/01/26 40,000.00 8.500 307.57 40,000.00 0.5 1 0.00
3100600135 04/01/96 04/01/26 154,400.00 8.625 1,200.91 154,400.00 0.5 1 0.00
3100600137 04/17/96 05/01/26 351,000.00 10.500 3,210.73 351,000.00
3100600143 04/12/96 05/01/26 156,000.00 8.875 1,241.21 156,000.00 0.5 1 195,000.00
3100600145 03/25/96 04/01/26 140,000.00 10.400 1,270.18 140,000.00 0.5 1 200,000.00
3100600147 04/17/96 05/01/26 95,900.00 9.675 818.65 95,900.00 0.5 1 0.00
3100600151 04/19/96 05/01/26 111,000.00 9.250 913.17 111,000.00 0.5 1 0.00
3100600154 04/24/96 05/01/26 180,000.00 10.850 1,693.81 180,000.00 0.5 1 200,000.00
3100600160 04/16/96 05/01/26 480,000.00 11.675 4,817.59 480,000.00 0.5 1 0.00
3103300480 02/05/96 03/01/11 75,000.00 10.490 828.58 74,652.58 0.5 1 0.00
3103300486 02/09/96 03/01/11 36,000.00 10.500 397.94 35,833.33
3103300490 01/25/96 02/01/11 36,000.00 10.500 397.94 35,748.99
3103300493 02/12/96 03/01/11 84,000.00 10.750 941.60 83,620.11 0.5 1 112,000.00
3103300496 02/08/96 03/01/11 86,000.00 9.740 910.53 85,573.28 0.5
3103300501 12/22/95 01/01/11 31,500.00 12.000 378.05 31,243.99 0.5 1 0.00
3103300512 02/16/96 03/01/26 30,000.00 10.750 280.04 29,965.83 0.5 1 0.00
3103300515 02/16/96 03/01/26 57,100.00 10.500 522.32 57,077.31
3103300519 02/22/96 03/01/26 78,700.00 10.250 705.23 78,667.00 0.5 1 105,000.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANDI RFREPFRENRADATE
<C> <C> <C> <C> <C> <C> <C> <C>
3000600148 0.00 40,000.00 40,000.006-mo. LIBOR 9.97 299.506 0 06/01/96
3000600152 0.00 225,000.00 225,000.006-mo. LIBOR 11.17 1,738.036 0 07/01/96
3000600157 0.00 105,000.00 105,000.006-mo. LIBOR 10.68 401.466 0 06/01/96
3000600485 0.00 190,000.00 190,000.006-mo. LIBOR 9.50 1,278.106 0 11/01/96
3003300182 0.00 120,000.00 120,000.00 13.12 870.460 0 01/00/00
3003300187 0.00 95,000.00 95,000.00 10.75 709.450 0 01/00/00
3003300323 0.00 180,000.00 180,000.00 10.50 1,056.520 0 01/00/00
3003300328 0.00 96,000.00 96,000.00 11.75 671.260 0 01/00/00
3003300331 0.00 96,000.00 96,000.00 9.50 589.270 0 01/00/00
3003300336 0.00 102,000.00 102,000.00 11.14 288.990 0 01/00/00
3003300349 0.00 62,000.00 62,000.00 12.05 480.100 0 01/00/00
3003300352 0.00 126,000.00 126,000.00 15.95 871.470 0 01/00/00
3003300356 0.00 55,300.00 55,000.00 11.95 450.900 0 01/00/00
3003300367 0.00 135,000.00 135,000.00 10.50 750.090 0 01/00/00
3003300371 0.00 95,000.00 95,000.00 11.25 505.060 0 01/00/00
3100600048 0.00 195,000.00 195,000.006-mo. LIBOR 9.12 1,189.536 0 09/01/96
3100600051 0.00 400,000.00 400,000.006-mo. LIBOR 9.62 2,719.976 0 09/01/96
3100600057 0.00 310,000.00 310,000.006-mo. LIBOR 8.50 2,026.096 0 08/01/96
3100600062 0.00 75,000.00 75,000.006-mo. LIBOR 12.50 600.336 0 09/01/96
3100600065 0.00 112,000.00 112,000.006-mo. LIBOR 8.12 665.286 0 09/01/96
3100600068 0.00 245,000.00 245,000.006-mo. LIBOR 8.32 1,323.956 0 09/01/96
3100600074 0.00 151,000.00 151,000.006-mo. LIBOR 8.62 879.686 0 10/01/96
3100600078 0.00 66,000.00 66,000.006-mo. LIBOR 8.82 392.076 0 09/01/96
3100600082 0.00 830,000.00 830,000.006-mo. LIBOR 10.50 4,573.706 0 09/01/96
3100600088 0.00 101,000.00 101,000.006-mo. LIBOR 8.62 462.786 0 09/01/96
3100600093 0.00 61,000.00 61,000.006-mo. LIBOR 8.62 379.566 0 09/01/96
3100600096 0.00 95,500.00 95,500.006-mo. LIBOR 9.37 573.916 0 10/01/96
3100600102 0.00 91,500.00 81,800.006-mo. LIBOR 8.75 482.646 0 10/01/96
3100600104 0.00 73,000.00 73,000.006-mo. LIBOR 10.02 513.586 0 10/01/96
3100600109 0.00 535,000.00 535,000.006-mo. LIBOR 9.75 3,446.936 0 10/01/96
3100600115 0.00 420,000.00 420,000.006-mo. LIBOR 8.62 2,450.046 0 10/01/96
3100600120 0.00 70,000.00 67,500.006-mo. LIBOR 8.87 375.946 0 08/01/96
3100600122 0.00 166,000.00 164,800.006-mo. LIBOR 10.50 1,356.566 0 10/01/96
3100600128 0.00 350,000.00 350,000.006-mo. LIBOR 9.55 2,512.406 0 11/01/96
3100600130 0.00 60,000.00 60,000.006-mo. LIBOR 8.50 307.576 0 11/01/96
3100600135 0.00 193,000.00 193,000.006-mo. LIBOR 8.62 1,200.916 0 10/01/96
3100600137 0.00 390,000.00 390,000.006-mo. LIBOR 10.50 3,210.736 0 11/01/96
3100600143 0.00 196,000.00 195,000.006-mo. LIBOR 8.87 1,241.216 0 11/01/96
3100600145 0.00 200,000.00 200,000.006-mo. LIBOR 10.40 1,270.186 0 10/01/96
3100600147 0.00 137,000.00 137,000.006-mo. LIBOR 9.67 818.656 0 11/01/96
3100600151 0.00 143,000.00 143,000.006-mo. LIBOR 9.25 913.176 0 11/01/96
3100600154 0.00 220,000.00 200,000.006-mo. LIBOR 10.85 1,693.816 0 11/01/96
3100600160 0.00 922,000.00 922,000.006-mo. LIBOR 11.67 4,817.596 0 11/01/96
3103300480 0.00 114,000.00 114,000.00 10.49 828.580 0 01/00/00
3103300486 0.00 48,000.00 48,000.00 10.50 397.940 0 01/00/00
3103300490 0.00 48,000.00 48,000.00 10.50 397.940 0 01/00/00
3103300493 0.00 117,000.00 112,000.00 10.75 941.600 0 01/00/00
3103300496 0.00 140,000.00 140,000.00 9.74 910.530 0 01/00/00
3103300501 0.00 45,000.00 45,000.00 12.00 378.050 0 01/00/00
3103300512 0.00 47,000.00 47,000.00 10.75 280.040 0 01/00/00
3103300515 0.00 68,500.00 67,250.00 10.50 522.320 0 01/00/00
3103300519 0.00 106,000.00 105,000.00 10.25 705.230 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3000600148 07/01/96 7.37 1.00 16.97 9.97N 85.50B Lite SPFC
3000600152 08/01/96 7.57 1.00 17.17 11.17Y 80.00B Full SPFC
3000600157 07/01/96 7.25 1.00 17.68 10.68Y 41.19D Full SPFC
3000600485 12/01/96 6.00 1.00 16.50 9.50N 80.00A- Stated SPFC
3003300182 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full SPFC
3003300187 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full SPFC
3003300323 01/00/00 0.00 0.00 0.00 0.00Y 64.16A- Stated SPFC
3003300328 01/00/00 0.00 0.00 0.00 0.00Y 69.27A- Full SPFC
3003300331 01/00/00 0.00 0.00 0.00 0.00N 73.00C Full SPFC
3003300336 01/00/00 0.00 0.00 0.00 0.00Y 29.41C Full SPFC
3003300349 01/00/00 0.00 0.00 0.00 0.00N 75.00B Full SPFC
3003300352 01/00/00 0.00 0.00 0.00 0.00N 51.58C Full SPFC
3003300356 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full SPFC
3003300367 01/00/00 0.00 0.00 0.00 0.00N 60.74B Lite SPFC
3003300371 01/00/00 0.00 0.00 0.00 0.00Y 54.73A- Lite SPFC
3100600048 10/01/96 5.75 1.00 16.12 9.12Y 74.97A- Full OCEANMARK
3100600051 10/01/96 6.37 1.50 16.62 9.62Y 80.00A- Full OCEANMARK
3100600057 09/01/96 5.50 1.50 15.50 8.50N 85.00A- Full OCEANMARK
3100600062 10/01/96 6.37 1.00 19.50 12.50N 75.00C Full OCEANMARK
3100600065 10/01/96 5.25 1.00 15.12 8.12Y 80.00A- Full OCEANMARK
3100600068 10/01/96 5.25 1.00 15.32 8.32Y 71.42A- Full OCEANMARK
3100600074 11/01/96 5.75 1.00 15.62 8.62N 74.90A- Stated OCEANMARK
3100600078 10/01/96 5.75 1.00 15.82 8.82Y 75.00A- Stated OCEANMARK
3100600082 10/01/96 6.62 1.00 17.50 10.50Y 60.24C Stated OCEANMARK
3100600088 10/01/96 5.25 1.00 15.62 8.62Y 58.91A Full OCEANMARK
3100600093 10/01/96 5.25 1.50 15.62 8.62N 80.00A- Full OCEANMARK
3100600096 11/01/96 5.50 1.00 16.37 9.37Y 72.25A- Stated OCEANMARK
3100600102 11/01/96 5.75 1.00 15.75 8.75N 75.00A Stated OCEANMARK
3100600104 11/01/96 5.87 1.00 17.02 10.02N 80.00B Full OCEANMARK
3100600109 11/01/96 6.00 1.00 16.75 9.75Y 74.99B Lite OCEANMARK
3100600115 11/01/96 5.75 1.00 15.62 8.62Y 75.00A- Stated OCEANMARK
3100600120 09/01/96 5.00 1.00 15.87 8.87N 70.00A Full OCEANMARK
3100600122 11/01/96 5.25 1.00 17.50 10.50N 89.98A Full OCEANMARK
3100600128 12/01/96 5.25 1.25 16.55 9.55Y 85.00A- Full OCEANMARK
3100600130 12/01/96 5.25 1.00 15.50 8.50Y 66.66A- Full OCEANMARK
3100600135 11/01/96 5.75 1.00 15.62 8.62N 80.00A- Stated OCEANMARK
3100600137 12/01/96 5.50 1.00 17.50 10.50N 90.00A Full OCEANMARK
3100600143 12/01/96 6.70 1.25 15.87 8.87N 80.00A- Full OCEANMARK
3100600145 11/01/96 6.12 1.00 17.40 10.40N 70.00B Full OCEANMARK
3100600147 12/01/96 5.25 1.00 16.67 9.67Y 70.00A- Stated OCEANMARK
3100600151 12/01/96 5.75 1.00 16.25 9.25Y 77.62A- Full OCEANMARK
3100600154 12/01/96 5.25 1.00 17.85 10.85N 90.00A Full OCEANMARK
3100600160 12/01/96 6.62 1.00 18.67 11.67Y 52.06C Full OCEANMARK
3103300480 01/00/00 0.00 0.00 0.00 0.00Y 65.78A Stated OCEANMARK
3103300486 01/00/00 0.00 0.00 0.00 0.00Y 75.00A Full OCEANMARK
3103300490 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full OCEANMARK
3103300493 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Stated OCEANMARK
3103300496 01/00/00 0.00 0.00 0.00 0.00Y 61.42A Full OCEANMARK
3103300501 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full OCEANMARK
3103300512 01/00/00 0.00 0.00 0.00 0.00Y 63.83A Full OCEANMARK
3103300515 01/00/00 0.00 0.00 0.00 0.00N 84.90A- Full OCEANMARK
3103300519 01/00/00 0.00 0.00 0.00 0.00N 74.95A- Full OCEANMARK
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103300525 JACKSON SR 4876 CLOVERFIELD TRAIL FLORISSANT MO 63033 OO R SFR 360
3103300528 BRYANT 829 LINDBERG BERRY ROAD MANTEO NC 27954 OO R SFR 360
3103300534 KITTY 18 KITTY ROAD BLUFFTON SC 29910 OO R SFR 360
3103300536 DAVIS 5008 S.W. 21ST STREET HOLLYWOOD FL 33023 OO R SFR 360
3103300541 HANNA 637 LEWISHAM ROAD COLUMBIA SC 29210 OO R SFR 360
3103300544 KINSEY SR. 3697 FISH HATCHERY ROAD GASTON SC 29053 OO R SFR 360
3103300548 HICKSON 924 INDIAN BRANCH ROAD DARLINGTON SC 29532 OO R SFR 360
3103300554 LANCASTER 6505 MILLER PARK DRIVE KENTUCKY KY 40258 OO P SFR 360
3103300558 BUTLER 107 CRANBROOKE DRIVE SEFFNER FL 33584 OO R SFR 360
3103300562 WILLIAMS 322 ARGUS CIRCLE ATLANTA GA 30331 OO R SFR 360
3103300566 TEAL 6725 PARKER STREET DOUGLASVILLE GA 30134 OO R SFR 360
3103300578 WOMACK 100 MATHIS STREET WARNER ROBINS GA 31088 OO R SFR 360
3103300581 SHELTON 2864 OLD GREENBRIAR PIKE GREENBRIAR TN 37073 OO R SFR 360
3103300584 NEFF 9443 SO. POINTE RETREAT DR. BLOOMINGTON IN 47401 OO R SFR 360
3103300586 BRUMFIELD 1525 CHRISTY AVENUE LOUISVILLE KY 40204 OO R SFR 360
3103300590 CASPER 1666 W. PONDEROSA PINE DR. JACKSONVILLE FL 32225 OO P SFR 360
3103300595 KERSEY 6523 BEAVER TRAIL MIDLAND GA 31820 2ND R SFR 360
3103300601 SODERQUIST 801 BELLWOOD LANE CALIFORNIA MD 20619 OO R SFR 360
3103300605 SHULTS 626 KINGFISHER AVENUE SEVIERVILLE TN 37876 2ND R SFR 180
3103300608 MULKEY 2306 OLD GEORGETOWN RD. WEST CASSATT SC 29032 OO R SFR 180
3103300611 FORD 2503 PAMELA DRIVE NEW ALBANY IN 47150 OO R SFR 180
3103300613 BANKS 1805 HAVERHILL COURT AUGUSTA GA 30906 2ND R SFR 180
3103300616 THONGKUMGOOL 313 JENNY MURFF DRIVE ANTIOCH TN 37013 OO R SFR 180
3103300620 VAVRA 1229 S. JEFFERSON AVENUE SPRINGFIELD MO 65807 OO P SFR 360
3103300622 RHEA 9 EAST HIGHWAY STREET SPRING VALLEY NY 10977 OO R SFR 360
3103300625 RAMEY 35740 HAYMAN LANE ROUND HILL VA 22141 OO R SFR 360
3103300630 PALMER 6209 N.SHUFFLE CREEK ROAD UNIONVILLE IN 47468 OO R SFR 360
3103300636 HUGHES 5407 ROCK HARBOUR ROAD MIDLOTHIAN VA 23112 OO R SFR 360
3103300639 ADAMS 4437 KING COLE BLVD ORLANDO FL 32811 OO R SFR 360
3103300645 WEAVER RT 2 BOX 1754 ELLIJAY GA 30540 OO R SFR 360
3103300650 DOAN 13329 GOOD INTENT ROAD UNION BRIDGE MD 21791 OO R SFR 360
3103300656 WOOD 45 KELLY DRIVE CARTERSVILLE GA 30120 2ND R SFR 360
3103300658 COOK 1841 DOGWOOD JOPLIN MO 64801 OO P SFR 360
3103300660 WOLFREY 21548 ELKWOOD CROSSING ELKWOOD VA 22718 OO R SFR 360
3103300664 BROWN 304 BIRCH TERRACE WINTER SPRINGS FL 32708 OO R SFR 360
3103300668 CRAWFORD 8240 WINDFLOWER DRIVE BIG CANOE GA 30143 OO R SFR 360
3103300672 SARACINO 158 ROUTE 9N UPPER JAY NY 12987 OO R SFR 360
3103300678 OSBORNE 428 HILL DRIVE BRISTOL VA 24201 OO R SFR 360
3103300680 KELCHER 1371 LYNFORD DRIVE ATLANTA GA 30310 OO R SFR 360
3103300684 CEPEDA 531 S.E. 7TH STREET HIALEAH FL 33010 OO R SFR 360
3103300690 OWSLEY 2920 DENNY AVENUE S.E. S.E. PALM BAY FL 32909 OO R SFR 360
3103300695 JOHNSON 102 PARTRIDGE LANE JOHNSON CITY TN 37601 OO R SFR 360
3103300700 COOPER 7866 BARDMOOR HILL CIRCLE ORLANDO FL 32835 OO P SFR 360
3103300704 WHITE 5000 UNSELD BLVD LOUISVILLE KY 40218 OO R SFR 360
3103300707 NEELEY 2847 MIDDLE ROAD WINCHESTER VA 22603 OO R SFR 360
3103300709 SCAFIDDI 501 N. GLORIA AVENUE DELTONA FL 32725 OO R SFR 360
3103300711 COFFEY 1045 MAPLE ASH AVENUE COLUMBIA TN 38401 OO R SFR 360
3103300713 CLARK 4541 COLONIAL ROAD MARTINEZ GA 30907 OO R SFR 360
3103300724 MOISE 15341 S.W.112 COURT MIAMI FL 33157 OO R SFR 180
3103300730 NIELSEN 5501 & 5431 MYRTLE GROVE ROAD WILMINGTON NC 28409 2ND R SFR 180
3103300736 BYARS 9614 10TH AVENUE ORLANDO FL 32824 OO R SFR 180
3103300738 D'ALESSANDRO 5519 PARKWALK CIRCLE EAST BOYNTON BEACH FL 33437 OO P PUD 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103300525 02/05/96 03/01/26 54,700.00 12.750 594.42 54,686.77 0.5 1 0.00
3103300528 01/23/96 02/01/26 54,000.00 13.500 618.52 53,977.84 0.5 1 0.00
3103300534 02/12/96 03/01/26 33,000.00 12.500 352.20 32,991.55 0.5 1 0.00
3103300536 02/02/96 03/01/26 49,500.00 11.500 490.19 49,483.37 0.5 1 0.00
3103300541 02/05/96 03/01/26 79,000.00 11.500 782.33 78,957.08 0.5 1 0.00
3103300544 01/31/96 02/01/26 46,700.00 10.500 427.18 46,643.84
3103300548 02/14/96 03/01/26 40,000.00 10.250 358.44 39,966.31 0.5 1 0.00
3103300554 02/07/96 03/01/26 105,600.00 10.850 993.71 105,561.09 0.5 1 0.00
3103300558 02/05/96 03/01/26 45,400.00 13.500 520.02 45,390.73 0.5 1 0.00
3103300562 01/26/96 02/01/26 48,000.00 12.500 512.28 47,962.77 0.5 1 0.00
3103300566 02/07/96 03/01/26 56,100.00 12.250 587.87 56,069.48 0.5 1 0.00
3103300578 02/16/96 03/01/26 52,300.00 11.000 498.07 52,281.35 0.5 1 0.00
3103300581 02/10/96 03/01/26 51,300.00 10.990 488.15 51,263.17 0.5 1 0.00
3103300584 02/15/96 03/01/26 74,800.00 10.640 692.07 74,742.06 0.5 1 0.00
3103300586 02/16/96 03/01/26 43,100.00 13.250 485.21 43,080.48 0.5 1 0.00
3103300590 02/14/96 03/01/26 74,300.00 11.500 735.79 74,276.25 0.5 1 87,500.00
3103300595 02/13/96 03/01/26 54,000.00 11.750 545.08 53,967.18 0.5 1 0.00
3103300601 02/09/96 03/01/26 107,500.00 10.990 1,022.94 107,345.75 0.5 1 0.00
3103300605 02/27/96 03/01/11 84,000.00 11.500 981.28 83,823.72 0.5 1 0.00
3103300608 01/22/96 02/01/11 42,000.00 10.000 451.33 41,898.67 0.5 1 0.00
3103300611 02/20/96 03/01/11 67,500.00 10.740 756.22 67,100.28 0.5 1 0.00
3103300613 02/28/96 03/01/11 51,800.00 11.250 596.91 51,688.72 0.5 1 0.00
3103300616 02/19/96 03/01/11 68,000.00 10.750 762.24 67,846.93 0.5 1 0.00
3103300620 03/05/96 04/01/26 76,300.00 10.875 719.43 76,300.00 0.5 1 109,000.00
3103300622 02/01/96 02/01/26 75,000.00 10.750 700.11 74,971.76 0.5 1 0.00
3103300625 02/22/96 03/01/26 76,500.00 12.750 831.32 76,420.77 0.5 1 0.00
3103300630 02/29/96 03/01/26 46,700.00 9.990 409.48 46,658.43 0.5 1 0.00
3103300636 02/15/96 03/01/26 153,000.00 11.790 1,549.09 153,000.00 0.5 1 0.00
3103300639 02/28/96 03/01/26 52,700.00 10.740 491.55 52,680.12 0.5 1 0.00
3103300645 02/26/96 03/01/26 68,400.00 11.250 664.34 68,353.60 0.5 1 0.00
3103300650 02/07/96 03/01/26 198,000.00 11.590 1,974.39 197,874.91 0.5 1 0.00
3103300656 02/26/96 03/01/26 43,700.00 12.800 476.59 43,689.54 0.5 1 0.00
3103300658 02/28/96 03/01/26 75,000.00 10.750 700.11 74,943.27 0.5 1 0.00
3103300660 02/28/96 03/01/26 96,500.00 11.800 977.78 96,441.99 0.5 1 0.00
3103300664 02/23/96 03/01/26 73,800.00 10.990 702.26 73,773.62 0.5 1 0.00
3103300668 02/20/96 03/01/26 150,000.00 10.750 1,400.22 149,943.53 0.5 1 0.00
3103300672 02/12/96 03/01/26 360,000.00 12.000 3,703.01 359,896.99 0.5 1 0.00
3103300678 02/27/96 03/01/26 42,500.00 10.700 395.13 42,467.51 0.5 1 0.00
3103300680 02/22/96 03/01/26 45,500.00 13.000 503.32 45,489.60 0.5 1 0.00
3103300684 02/23/96 03/01/26 55,300.00 11.400 543.42 55,281.93 0.5 1 0.00
3103300690 02/29/96 03/01/26 57,300.00 10.240 513.04 57,250.27 0.5 1 0.00
3103300695 02/15/96 03/01/26 42,200.00 13.500 483.36 42,191.39 0.5 1 0.00
3103300700 02/29/96 03/01/26 211,200.00 10.240 1,891.00 211,021.72 0.5 1 0.00
3103300704 02/23/96 03/01/26 40,000.00 12.300 420.71 39,989.29 0.5 1 0.00
3103300707 03/01/96 03/01/26 108,000.00 11.750 1,090.16 107,934.36 0.5 1 0.00
3103300709 02/21/96 03/01/26 95,300.00 13.250 1,072.86 95,279.41 0.5 1 0.00
3103300711 02/22/96 03/01/26 32,000.00 11.250 310.80 31,978.30 0.5 1 0.00
3103300713 03/01/96 03/01/26 58,200.00 10.500 532.38 58,147.55
3103300724 03/06/96 04/01/11 57,700.00 11.700 681.40 57,700.00 0.5 1 0.00
3103300730 03/12/96 04/01/11 35,000.00 10.490 386.67 34,919.29 0.5 1 0.00
3103300736 03/08/96 04/01/11 40,500.00 10.950 459.05 40,410.51 0.5 1
3103300738 03/15/96 04/01/26 58,900.00 11.000 560.92 58,779.00 0.5 1 82,000.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
3103300525 0.00 78,000.00 78,000.00 12.75 594.420 0 01/00/00
3103300528 0.00 67,500.00 67,500.00 13.50 618.520 0 01/00/00
3103300534 0.00 50,000.00 50,000.00 12.50 352.200 0 01/00/00
3103300536 0.00 66,000.00 66,000.00 11.50 490.190 0 01/00/00
3103300541 0.00 93,000.00 93,000.00 11.50 782.330 0 01/00/00
3103300544 0.00 55,000.00 55,000.00 10.50 427.180 0 01/00/00
3103300548 0.00 74,000.00 74,000.00 10.25 358.440 0 01/00/00
3103300554 0.00 134,000.00 134,000.00 10.85 993.700 0 01/00/00
3103300558 0.00 70,000.00 70,000.00 13.50 520.020 0 01/00/00
3103300562 0.00 64,000.00 64,000.00 12.50 512.280 0 01/00/00
3103300566 0.00 66,000.00 66,000.00 12.25 587.870 0 01/00/00
3103300578 0.00 66,000.00 66,000.00 11.00 498.070 0 01/00/00
3103300581 0.00 57,000.00 57,000.00 10.99 488.150 0 01/00/00
3103300584 0.00 88,000.00 88,000.00 10.64 692.070 0 01/00/00
3103300586 0.00 57,500.00 57,500.00 13.25 485.210 0 01/00/00
3103300590 0.00 89,000.00 87,500.00 11.50 735.790 0 01/00/00
3103300595 0.00 135,000.00 135,000.00 11.75 545.080 0 01/00/00
3103300601 0.00 121,000.00 121,000.00 10.99 1,022.940 0 01/00/00
3103300605 0.00 120,000.00 120,000.00 11.50 981.280 0 01/00/00
3103300608 0.00 60,000.00 60,000.00 10.00 451.330 0 01/00/00
3103300611 0.00 75,000.00 75,000.00 10.74 756.220 0 01/00/00
3103300613 0.00 74,000.00 74,000.00 11.25 596.910 0 01/00/00
3103300616 0.00 85,000.00 85,000.00 10.75 762.240 0 01/00/00
3103300620 0.00 111,000.00 109,000.00 10.87 719.430 0 01/00/00
3103300622 0.00 150,000.00 150,000.00 10.75 700.110 0 01/00/00
3103300625 0.00 102,000.00 102,000.00 12.75 831.320 0 01/00/00
3103300630 0.00 55,000.00 55,000.00 9.99 409.480 0 01/00/00
3103300636 0.00 170,000.00 170,000.00 11.79 1,549.090 0 01/00/00
3103300639 0.00 62,000.00 62,000.00 10.74 491.550 0 01/00/00
3103300645 0.00 85,500.00 85,500.00 11.25 664.340 0 01/00/00
3103300650 0.00 220,000.00 220,000.00 11.59 1,974.380 0 01/00/00
3103300656 0.00 62,000.00 62,000.00 12.80 476.590 0 01/00/00
3103300658 0.00 101,000.00 101,000.00 10.75 700.110 0 01/00/00
3103300660 0.00 131,000.00 131,000.00 11.80 977.780 0 01/00/00
3103300664 0.00 82,000.00 82,000.00 10.99 702.260 0 01/00/00
3103300668 0.00 203,000.00 203,000.00 10.75 1,400.220 0 01/00/00
3103300672 0.00 600,000.00 600,000.00 12.00 3,703.010 0 01/00/00
3103300678 0.00 50,000.00 50,000.00 10.70 395.130 0 01/00/00
3103300680 0.00 65,000.00 65,000.00 13.00 503.320 0 01/00/00
3103300684 0.00 79,000.00 79,000.00 11.40 543.420 0 01/00/00
3103300690 0.00 85,000.00 85,000.00 10.24 513.040 0 01/00/00
3103300695 0.00 65,000.00 65,000.00 13.50 483.360 0 01/00/00
3103300700 0.00 265,000.00 265,000.00 10.24 1,891.000 0 01/00/00
3103300704 0.00 50,000.00 50,000.00 12.30 420.710 0 01/00/00
3103300707 0.00 135,000.00 135,000.00 11.75 1,090.160 0 01/00/00
3103300709 0.00 131,500.00 131,500.00 13.25 1,072.860 0 01/00/00
3103300711 0.00 42,500.00 42,500.00 11.25 310.800 0 01/00/00
3103300713 0.00 72,000.00 72,000.00 10.50 532.380 0 01/00/00
3103300724 0.00 77,000.00 77,000.00 11.70 681.400 0 01/00/00
3103300730 0.00 81,985.00 81,985.00 10.49 386.670 0 01/00/00
3103300736 0.00 51,000.00 51,000.00 10.95 459.050 0 01/00/00
3103300738 0.00 85,000.00 82,000.00 11.00 560.920 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3103300525 01/00/00 0.00 0.00 0.00 0.00Y 70.12C Full OCEANMARK
3103300528 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103300534 01/00/00 0.00 0.00 0.00 0.00Y 66.00B Full OCEANMARK
3103300536 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full OCEANMARK
3103300541 01/00/00 0.00 0.00 0.00 0.00Y 84.94A- Full OCEANMARK
3103300544 01/00/00 0.00 0.00 0.00 0.00Y 84.90A- Full OCEANMARK
3103300548 01/00/00 0.00 0.00 0.00 0.00Y 54.05A Full OCEANMARK
3103300554 01/00/00 0.00 0.00 0.00 0.00N 78.80A- Full OCEANMARK
3103300558 01/00/00 0.00 0.00 0.00 0.00N 64.85C Stated OCEANMARK
3103300562 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full OCEANMARK
3103300566 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Stated OCEANMARK
3103300578 01/00/00 0.00 0.00 0.00 0.00Y 79.24B Stated OCEANMARK
3103300581 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300584 01/00/00 0.00 0.00 0.00 0.00Y 85.00A Full OCEANMARK
3103300586 01/00/00 0.00 0.00 0.00 0.00Y 74.95C Full OCEANMARK
3103300590 01/00/00 0.00 0.00 0.00 0.00N 84.91A- Full OCEANMARK
3103300595 01/00/00 0.00 0.00 0.00 0.00Y 40.00B Full OCEANMARK
3103300601 01/00/00 0.00 0.00 0.00 0.00Y 88.84A Stated OCEANMARK
3103300605 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated OCEANMARK
3103300608 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Full OCEANMARK
3103300611 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300613 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Stated OCEANMARK
3103300616 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103300620 01/00/00 0.00 0.00 0.00 0.00N 70.00B Stated OCEANMARK
3103300622 01/00/00 0.00 0.00 0.00 0.00Y 50.00A- Full OCEANMARK
3103300625 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full OCEANMARK
3103300630 01/00/00 0.00 0.00 0.00 0.00Y 84.90A Full OCEANMARK
3103300636 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300639 01/00/00 0.00 0.00 0.00 0.00N 85.00A Full OCEANMARK
3103300645 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103300650 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103300656 01/00/00 0.00 0.00 0.00 0.00Y 70.48B Full OCEANMARK
3103300658 01/00/00 0.00 0.00 0.00 0.00N 74.25A- Stated OCEANMARK
3103300660 01/00/00 0.00 0.00 0.00 0.00Y 73.66B Full OCEANMARK
3103300664 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300668 01/00/00 0.00 0.00 0.00 0.00Y 73.89A- Stated OCEANMARK
3103300672 01/00/00 0.00 0.00 0.00 0.00Y 60.00A Stated OCEANMARK
3103300678 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full OCEANMARK
3103300680 01/00/00 0.00 0.00 0.00 0.00N 70.00B Stated OCEANMARK
3103300684 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full OCEANMARK
3103300690 01/00/00 0.00 0.00 0.00 0.00Y 67.41A Stated OCEANMARK
3103300695 01/00/00 0.00 0.00 0.00 0.00N 64.92D Full OCEANMARK
3103300700 01/00/00 0.00 0.00 0.00 0.00N 79.69A- Lite OCEANMARK
3103300704 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103300707 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103300709 01/00/00 0.00 0.00 0.00 0.00Y 72.47C Lite OCEANMARK
3103300711 01/00/00 0.00 0.00 0.00 0.00Y 75.29B Full OCEANMARK
3103300713 01/00/00 0.00 0.00 0.00 0.00N 80.83A- Alt OCEANMARK
3103300724 01/00/00 0.00 0.00 0.00 0.00Y 74.93C Full OCEANMARK
3103300730 01/00/00 0.00 0.00 0.00 0.00Y 42.69A Stated OCEANMARK
3103300736 01/00/00 0.00 0.00 0.00 0.00Y 79.41B Full OCEANMARK
3103300738 01/00/00 0.00 0.00 0.00 0.00N 71.82B Full OCEANMARK
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103300740 MCFILLAN 5700 N. COLTRANE OKLAHOMA CITY OK 73121 OO R SFR 360
3103300744 MILLER 620 HADLEY ROAD CHATTANOOGA TN 37416 2ND R SFR 360
3103300749 MURPHY 420 PRIMROSE ROAD GREENVILLE GA 30222 OO P SFR 360
3103300751 ZAMORA 415 S.E. 1ST AVENUE SOUTH BAY FL 33493 OO R SFR 360
3103300757 DAVIS 130 HAMMOCK ROAD ANNA MARIA FL 34216 OO R SFR 360
3103300763 JAIYEOLA 1626-28 NEW JERSEY AVENUE N.W. WASHINGTONDC DC 20001 2ND P SFR 360
3103300767 CORNTHWAIT 6743 279TH STREET EAST MYAKKA CITY FL 34251 OO P SFR 360
3103300771 NUNLEY 9197 WESTVIEW DRIVE COVINGTON GA 30209 OO R SFR 360
3103300776 MILES 5525 REMINGTON POINT WALKERSTOWN NC 27051 OO P SFR 360
3103300781 BARRETT ROUTE 4 BOX 186C CHARLOTTESVILLE VA 22901 OO R SFR 360
3103300787 ARENCIBIA 18011 S.W. 25TH STREET MIRAMAR FL 33029 OO P PUD 360
3103300789 BISHOP 112 N.W. 9TH STREET HALLANDALE FL 33009 2ND R SFR 360
3103300792 HENDERSON 25 SHRUB LANE NORTH NORTH FT. MYERS FL 33917 OO R SFR 360
3103300798 ROLLE 608 18TH STREET ORLANDO FL 32805 OO R SFR 360
3103300801 FOSTER 2427 CHARLIE HORSE CIRCLE ELGIN SC 29045 OO R SFR 360
3103300807 ARRIAGA 605 PEACOCK LANE AUSTIN TX 78704 OO R SFR 360
3103300812 ALLMON 9 SCHOOL HILL ROAD COUNCIL BLUFFS IA 51503 OO P SFR 360
3103300816 COLE 177 TAYLOR ROAD PINEY FLATS TN 37686 OO R SFR 360
3103300821 WILSON 2604 DIXDALE AVENUE LOUISVILLE KY 40210 OO R SFR 360
3103300822 LANCE 1212 WASHINGTON STREET MYRTLE BEACH SC 29577 OO R SFR 360
3103300823 JOYCE 200 O'BERRY STREET ANNAPOLIS MD 21401 OO R SFR 360
3103300824 MCALLISTER 4006 PAYNE DRIVE FORT WASHINGTON MD 20744 OO R SFR 360
3103300825 BRITE 4418 ROCKWOOD DRIVE LOUISVILLE KY 40220 OO R SFR 360
3103300826 THOMAS 253-15 148TH DRIVE ROSEDALE NY 11422 OO P SFR 360
3103300827 FRIAS 508 E. 42ND STREET BALTIMORE MD 21218 NOO P SFR 360
3103300828 MADISON 5253 BRAIDWOOD MEMPHIS TN 38134 OO P SFR 360
3103300829 FLETCHER 1198 GREENFIELD DRIVE JOHNSON CITY TN 37601 OO R SFR 360
3103300830 ARMAN 1581 VALENCIA AVE. HOLLY HILL FL 32117 2ND R SFR 360
3103300836 BARNES 4023 BRADDOCK ST. MARTINEZ GA 30907 OO R SFR 360
3103300841 BETHANIS 128 SUMMER STREET MARSHFIELD MA 2050 OO P SFR 360
3103300843 BLOUNT 819 BALBOA AVENUE CAPITAL HEIGHTS MD 20743 OO R SFR 360
3103300848 BROESSEL 111 WOODALE HIGHLANDVILLE MD 65669 OO P SFR 360
3103300854 GLICK 1757 MULMAR STREET CHARLESTON SC 29407 OO R SFR 180
3103300858 HARBORD 3819 S.W. 7TH PLACE CAPE CORAL FL 33914 OO R SFR 360
3103300861 HARNEY 3587 KNIGHT ROAD MARIETTA GA 30062 OO R SFR 360
3103300865 JACKSON 116 BOND STREET HARTFORD CT 6114 OO P SFR 360
3103300868 JOYNER 914 RUTH AVENUE AHOSKIE NC 27910 OO R SFR 360
3103300872 LAWRENCE 6104 NEBRASKA AVE. N.W. WASHINGTON DC DC 20015 OO R SFR 360
3103300878 MAYER 205 CENTER STREET WEST HAVEN CT 6516 OO P SFR 360
3103300881 MAYNARD JR 511 EAST JERSEY STREET ELIZABETH NJ 7206 2ND R SFR 360
3103300887 POMERLEAU 413 JAKES AVENUE MURFREESBORO TN 37130 OO R SFR 360
3103300893 POWERS III 150 GULFSHORE DRIVE DESTIN FL 32541 2ND P SFR 360
3103300897 RICKBORN 10 KILMARNOCK WAY CHARLESTON SC 29414 OO P SFR 360
3103300901 RIMPEL 3280 SPANISH MOSS TERR FT. LAUDERDALE FL 33319 OO P SFR 360
3103300906 ROCCO 5826 N.W. 21 STREET LAUDERHILL FL 33313 OO P SFR 360
3103300911 VITALE 2821 N. MIAMI BEACH BLVD MIAMI BEACH FL 33160 OO R SFR 360
3103300916 WEBB 532 PLEASANTWIND DRIVE ABERDEEN MD 21001 OO R SFR 180
3103300921 SCARBOROUGH ROUTE 3 BOX 1324 BISHOPVILLE SC 29010 OO R SFR 180
3103300923 RUSCHE 11009 LANETTE COURT LOUISVILLE KY 40229 OO R SFR 180
3103300928 FALCONE 740 BATTLEFIELD BOULEVARD CHESAPEAKE VA 23320 OO R SFR 360
3103300931 JOHNSON 2085 LAKEVIEW DRIVE MELBOURNE FL 32935 OO R SFR 360
3103300934 BETTS 7185 NORTHGREEN DR DUNWOODY GA 30328 NOO P SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103300740 02/29/96 03/01/26 66,500.00 11.500 658.54 66,457.30 0.5 1 0.00
3103300744 03/13/96 04/01/26 60,000.00 10.940 568.68 59,978.32 0.5 1 0.00
3103300749 03/07/96 04/01/26 81,000.00 11.140 779.96 80,971.99 0.5 1 90,000.00
3103300751 03/06/96 04/01/26 24,600.00 11.900 251.15 24,592.80 0.5 1 0.00
3103300757 03/11/96 04/01/26 288,000.00 10.200 2,570.07 287,877.93 0.5 1 0.00
3103300763 02/29/96 03/01/26 104,000.00 10.880 981.00 103,923.52 0.5 1 130,000.00Full
3103300767 03/11/96 04/01/26 76,000.00 10.590 700.32 75,970.38
3103300771 03/07/96 04/01/26 56,900.00 11.050 544.02 56,879.93 0.5 1 0.00
3103300776 03/08/96 04/01/26 61,200.00 11.400 601.39 61,180.01 0.5 1 72,000.00
3103300781 03/08/96 04/01/26 190,400.00 11.100 1,827.63 190,161.20 0.5 1 0.00
3103300787 03/08/96 04/01/26 195,700.00 11.890 1,996.44 195,700.00 0.5 1 217,506.00
3103300789 02/22/96 03/01/26 48,000.00 13.000 530.98 47,989.02 0.5 1 0.00
3103300792 03/08/96 04/01/26 39,900.00 11.150 384.51 39,886.23 0.5 1 0.00
3103300798 03/21/96 03/01/26 48,000.00 11.000 457.12 47,982.88 0.5 1 0.00
3103300801 02/23/96 03/01/26 47,200.00 10.250 422.96 47,132.94 0.5 1 0.00
3103300807 02/23/96 03/01/26 93,200.00 11.180 900.26 93,168.05 0.5 1 0.00
3103300812 03/11/96 04/01/26 36,900.00 12.490 393.53 36,890.54 0.5 1
3103300816 03/08/96 04/01/26 63,900.00 10.990 608.05 63,900.00 0.5 1 0.00
3103300821 02/29/96 03/01/26 29,600.00 12.700 320.51 29,592.76 0.5
3103300822 02/29/96 03/01/26 58,000.00 11.000 552.35 57,978.67 0.5 1 0.00
3103300823 03/04/96 04/01/26 64,600.00 9.990 566.43 64,571.37 0.5 1 0.00
3103300824 02/27/96 03/01/26 86,900.00 10.800 814.46 86,834.99 0.5 1 0.00
3103300825 02/20/96 03/01/26 67,500.00 11.550 671.03 67,478.66 0.5 1 0.00
3103300826 03/12/96 04/01/26 229,500.00 10.990 2,183.85 229,500.00 0.5 1 255,000.00
3103300827 03/12/96 04/01/26 42,000.00 11.840 426.85 42,000.00 0.5 1 60,000.00
3103300828 03/01/96 03/01/26 76,800.00 12.750 834.58 76,800.00 0.5 1 98,000.00
3103300829 03/07/96 04/01/26 52,500.00 10.850 494.03 52,480.66 0.5 1 0.00
3103300830 03/18/96 04/01/26 44,800.00 11.640 448.44 44,786.12 0.5 1 0.00
3103300836 03/18/96 04/01/26 76,500.00 11.000 728.53 76,500.00 0.5 1 0.00
3103300841 03/20/96 04/01/26 140,000.00 10.740 1,305.82 139,947.18 0.5 1 175,000.00
3103300843 03/11/96 04/01/26 108,000.00 10.990 1,027.69 108,000.00 0.5 1 0.00
3103300848 03/15/96 04/01/26 72,200.00 10.700 671.26 72,200.00 0.5 1 85,000.00
3103300854 01/31/96 02/01/11 56,200.00 10.750 629.97 55,945.84 0.5 1 0.00
3103300858 03/13/96 04/01/26 65,700.00 10.990 625.18 65,676.52 0.5 1 0.00
3103300861 02/29/96 03/01/26 326,200.00 14.250 3,929.69 326,143.94 0.5 1 0.00
3103300865 03/15/96 04/01/26 54,000.00 10.990 513.85 54,000.00 0.5 1 60,000.00
3103300868 02/08/96 03/01/26 37,500.00 12.500 400.22 37,480.72 0.5 1 0.00
3103300872 03/13/96 04/01/26 360,000.00 10.990 3,425.64 360,000.00 0.5 1 0.00
3103300878 02/09/96 03/01/26 60,800.00 10.780 568.93 60,777.26 0.5 1 76,000.00
3103300881 03/15/96 04/01/26 80,000.00 11.890 816.12 80,000.00 0.5 1 0.00
3103300887 03/15/96 04/01/26 45,000.00 9.990 394.57 44,980.06 0.5 1 0.00
3103300893 03/15/96 04/01/26 199,500.00 11.000 1,899.89 199,428.86 0.5 1 285,000.00
3103300897 01/30/96 02/01/26 152,000.00 11.990 1,562.32 151,912.39 0.5 1 190,000.00
3103300901 02/15/96 04/01/26 42,200.00 11.240 409.55 42,185.72 0.5 1 46,900.00
3103300906 02/22/96 03/01/26 20,800.00 13.620 240.21 20,791.69 0.5 1 32,000.00
3103300911 03/12/96 04/01/26 57,800.00 10.950 548.26 57,800.00 0.5 1 0.00
3103300916 02/14/96 04/01/11 127,500.00 10.250 1,389.69 127,500.00 0.5 1 0.00
3103300921 03/19/96 04/01/11 33,000.00 11.500 385.50 32,930.75 0.5 1 0.00
3103300923 03/20/96 04/01/11 59,600.00 10.740 667.71 59,465.71 0.5 1 0.00
3103300928 03/19/96 04/01/26 75,000.00 10.775 701.52 74,971.44 0.5 1 0.00
3103300931 03/19/96 04/01/26 39,000.00 12.000 401.16 38,988.84 0.5 1 0.00
3103300934 03/19/96 04/01/26 208,000.00 11.890 2,121.92 208,000.00 0.5 1 260,000.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
3103300740 0.00 95,000.00 95,000.00 11.50 658.540 0 01/00/00
3103300744 0.00 75,000.00 75,000.00 10.94 568.680 0 01/00/00
3103300749 0.00 90,000.00 90,000.00 11.14 779.960 0 01/00/00
3103300751 0.00 38,000.00 38,000.00 11.90 251.150 0 01/00/00
3103300757 0.00 405,000.00 405,000.00 10.20 2,570.070 0 01/00/00
3103300763 0.00 130,000.00 130,000.00 10.88 981.000 0 01/00/00
3103300767 0.00 100,000.00 95,000.00 10.59 700.320 0 01/00/00
3103300771 0.00 74,000.00 74,000.00 11.05 544.020 0 01/00/00
3103300776 0.00 72,000.00 72,000.00 11.40 601.390 0 01/00/00
3103300781 0.00 224,000.00 224,000.00 11.10 1,827.630 0 01/00/00
3103300787 0.00 220,000.00 217,506.00 11.89 1,996.440 0 01/00/00
3103300789 0.00 67,000.00 67,000.00 13.00 530.980 0 01/00/00
3103300792 0.00 47,000.00 47,000.00 11.15 384.510 0 01/00/00
3103300798 0.00 60,000.00 60,000.00 11.00 457.120 0 01/00/00
3103300801 0.00 63,000.00 63,000.00 10.25 422.960 0 01/00/00
3103300807 0.00 125,000.00 125,000.00 11.18 900.260 0 01/00/00
3103300812 0.00 43,500.00 41,000.00 12.49 393.530 0 01/00/00
3103300816 0.00 71,000.00 71,000.00 10.99 608.050 0 01/00/00
3103300821 0.00 37,000.00 37,000.00 12.70 320.510 0 01/00/00
3103300822 0.00 78,000.00 78,000.00 11.00 552.350 0 01/00/00
3103300823 0.00 87,000.00 87,000.00 9.99 566.430 0 01/00/00
3103300824 0.00 158,000.00 158,000.00 10.80 814.460 0 01/00/00
3103300825 0.00 91,000.00 91,000.00 11.55 671.020 0 01/00/00
3103300826 0.00 255,000.00 255,000.00 10.99 2,183.850 0 01/00/00
3103300827 0.00 60,000.00 60,000.00 11.84 426.850 0 01/00/00
3103300828 0.00 96,000.00 96,000.00 12.75 834.580 0 01/00/00
3103300829 0.00 72,000.00 72,000.00 10.85 494.030 0 01/00/00
3103300830 0.00 56,000.00 56,000.00 11.64 448.440 0 01/00/00
3103300836 0.00 86,000.00 86,000.00 11.00 728.530 0 01/00/00
3103300841 0.00 185,000.00 175,000.00 10.74 1,305.820 0 01/00/00
3103300843 0.00 120,000.00 120,000.00 10.99 1,027.690 0 01/00/00
3103300848 0.00 89,000.00 85,000.00 10.70 671.260 0 01/00/00
3103300854 0.00 70,400.00 70,400.00 10.75 629.970 0 01/00/00
3103300858 0.00 73,000.00 73,000.00 10.99 625.180 0 01/00/00
3103300861 0.00 435,000.00 435,000.00 14.25 3,929.690 0 01/00/00
3103300865 0.00 71,000.00 60,000.00 10.99 513.850 0 01/00/00
3103300868 0.00 50,000.00 50,000.00 12.50 400.220 0 01/00/00
3103300872 0.00 400,000.00 400,000.00 10.99 3,425.640 0 01/00/00
3103300878 0.00 83,000.00 76,000.00 10.78 568.930 0 01/00/00
3103300881 0.00 120,000.00 120,000.00 11.89 816.120 0 01/00/00
3103300887 0.00 50,000.00 50,000.00 9.99 394.570 0 01/00/00
3103300893 0.00 290,000.00 285,000.00 11.00 1,899.890 0 01/00/00
3103300897 0.00 204,000.00 190,000.00 11.99 1,562.320 0 01/00/00
3103300901 0.00 47,500.00 46,900.00 11.24 409.550 0 01/00/00
3103300906 0.00 32,000.00 32,000.00 13.62 240.210 0 01/00/00
3103300911 0.00 68,000.00 68,000.00 10.95 548.260 0 01/00/00
3103300916 0.00 150,000.00 150,000.00 10.25 1,389.690 0 01/00/00
3103300921 0.00 44,000.00 44,000.00 11.50 385.500 0 01/00/00
3103300923 0.00 68,500.00 68,500.00 10.74 667.710 0 01/00/00
3103300928 0.00 94,000.00 94,000.00 10.77 701.520 0 01/00/00
3103300931 0.00 59,000.00 59,000.00 12.00 401.160 0 01/00/00
3103300934 0.00 260,000.00 260,000.00 11.89 3,131.920 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3103300740 01/00/00 0.00 0.00 0.00 0.00Y 70.00D Full OCEANMARK
3103300744 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103300749 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103300751 01/00/00 0.00 0.00 0.00 0.00Y 64.73B Full OCEANMARK
3103300757 01/00/00 0.00 0.00 0.00 0.00Y 71.11A Stated OCEANMARK
3103300763 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103300767 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103300771 01/00/00 0.00 0.00 0.00 0.00Y 76.89A- Full OCEANMARK
3103300776 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full OCEANMARK
3103300781 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full OCEANMARK
3103300787 01/00/00 0.00 0.00 0.00 0.00N 89.97A Full OCEANMARK
3103300789 01/00/00 0.00 0.00 0.00 0.00Y 71.64B Full OCEANMARK
3103300792 01/00/00 0.00 0.00 0.00 0.00Y 84.89A- Full OCEANMARK
3103300798 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103300801 01/00/00 0.00 0.00 0.00 0.00Y 74.92A- Full OCEANMARK
3103300807 01/00/00 0.00 0.00 0.00 0.00N 74.56A Stated OCEANMARK
3103300812 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103300816 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300821 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103300822 01/00/00 0.00 0.00 0.00 0.00Y 74.35B Full OCEANMARK
3103300823 01/00/00 0.00 0.00 0.00 0.00Y 74.25A Full OCEANMARK
3103300824 01/00/00 0.00 0.00 0.00 0.00Y 55.00B Stated OCEANMARK
3103300825 01/00/00 0.00 0.00 0.00 0.00Y 74.17B Full OCEANMARK
3103300826 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103300827 01/00/00 0.00 0.00 0.00 0.00N 70.00A Stated OCEANMARK
3103300828 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103300829 01/00/00 0.00 0.00 0.00 0.00Y 72.91A- Full OCEANMARK
3103300830 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full OCEANMARK
3103300836 01/00/00 0.00 0.00 0.00 0.00Y 88.95A Full OCEANMARK
3103300841 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103300843 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300848 01/00/00 0.00 0.00 0.00 0.00N 84.94A- Full OCEANMARK
3103300854 01/00/00 0.00 0.00 0.00 0.00Y 79.83B Full OCEANMARK
3103300858 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300861 01/00/00 0.00 0.00 0.00 0.00Y 74.98B Lite OCEANMARK
3103300865 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103300868 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full OCEANMARK
3103300872 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300878 01/00/00 0.00 0.00 0.00 0.00N 80.00A Lite OCEANMARK
3103300881 01/00/00 0.00 0.00 0.00 0.00Y 66.66A Stated OCEANMARK
3103300887 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103300893 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Full OCEANMARK
3103300897 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Lite OCEANMARK
3103300901 01/00/00 0.00 0.00 0.00 0.00N 89.97A Full OCEANMARK
3103300906 01/00/00 0.00 0.00 0.00 0.00N 65.00B Full OCEANMARK
3103300911 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full OCEANMARK
3103300916 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full OCEANMARK
3103300921 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full OCEANMARK
3103300923 01/00/00 0.00 0.00 0.00 0.00Y 87.00A Full OCEANMARK
3103300928 01/00/00 0.00 0.00 0.00 0.00Y 79.78A- Full OCEANMARK
3103300931 01/00/00 0.00 0.00 0.00 0.00Y 66.10C Full OCEANMARK
3103300934 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full OCEANMARK
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103300937 COLEMAN 14237 VASSAR DETROIT MI 48235 OO P SFR 360
3103300941 ST. DENIS 15205 PARKSIDE DR. SW FT. MYERS FL 33908 2ND P CONDO 360
3103300947 GALAMBOS 3021 USINA ROAD ST AUGUSTINE FL 32095 OO R SFR 360
3103300951 SINKFIELD 1360 WOODLAND TERRACE ATLANTA GA 30311 OO R SFR 360
3103300953 ST. CLAIR JR. 13908 2ND STREET DADE CITY FL 33525 NOO R SFR 360
3103300959 ANDERSON 3619 E. 41ST CT DES MOINES IA 50317 OO R SFR 360
3103300961 BROWN 2513 PITTLAND LANE BOWIE MD 20716 OO R SFR 360
3103300967 MOON 1470 MONROE AVENUE MEMPHIS TN 38104 2ND R SFR 360
3103300971 HARTFORD II 1848 BONNIVIEW STREET ATLANTA GA 30310 NOO P SFR 360
3103300976 TRESSLER JR. 4663 TEMPLE COURT WALDORF MD 20601 OO R PUD 360
3103300978 ORR 6438 2 MILE ROAD LAKEVIEW MI 48850 OO R SFR 180
3103300980 DRAKE 5601 NORTH MIAMI AVENUE MIAMI FL 33127 2ND P 2-4 FAMILY 180
3103300982 LEWIS 1911 LOHMAN FORD ROAD LAGO VISTA TX 78645 OO P SFR 360
3103300986 BERRYHILL 1210 CLOVIS AVENUE CAPITOL HEIGHTS MD 20743 OO R SFR 360
3103300991 SHOENBERGER 104 OLD SALEM ROAD MOORE SC 29369 OO R SFR 360
3103300997 RICHARDSON 4102 SEGWUN AVENUE LOWELL MI 49331 OO P SFR 360
3103301002 GLENN JR. 105 CANOE BRANCH ROAD CASTILLIAN SPRINGS TN 37031 OO R SFR 360
3103301007 GONZALEZ 27401 S.W. 182ND AVENUE HOMESTEAD FL 33031 OO P SFR 360
3103301013 MORRISON 3377 SPRING HARBOR DRIVE DORAVILLE GA 30340 2ND R PUD 360
3103301015 PUCKETT 2417 WEST NORTH AVENUE BALTIMORE MD 21217 2ND R SFR 360
3103301021 ZEPEDA 2000 23RD STREET EAST DES MOINES IA 50317 OO P SFR 360
3103301026 VAUGHAN JR. 101 SOUTH MONTGOMERY STREET MILFORD DE 19963 2ND P SFR 360
3103301031 HUGHES 2382 SPRINGDALE ROAD ATLANTA GA 30315 OO R SFR 360
3103301034 HEDGPETH ROUTE 1 BOX 318 HIGHWAY 130 ORRUM NC 28369 OO P SFR 360
3103301039 HERRING 920 S.E. 1ST STREET HAVANNA FL 32333 OO P SFR 360
3103301042 OAKLEY 429 E. MARKET STREET JEFFERSONVILLE IN 47130 OO R SFR 360
3103301047 PATILLO 3674 RIVER RIDGE COURT DECATUR GA 30034 2ND R SFR 360
3103301050 POLANCO 816 N.W. 12TH TERRACE MIAMI FL 33136 NOO P 2-4 FAMILY 360
3103301054 MOORE 11002 CONNACHT WAY TAMPA FL 33610 OO P PUD 360
3103301059 BERTHIAUME 5440 SHORE DRIVE AUGUSTINE FL 32086 OO R SFR 360
3103301063 FIELDS 4308 4TH STREET NW WASHINGTON DC 20011 OO R SFR 180
3103301067 TIMMONS 404 LANSDALE DRIVE FLORENCE SC 29506 OO R SFR 180
3103301073 HAUSMAN 890 SNOWFALL SPUR AKRON OH 44313 OO P SFR 360
3103301077 ARKORD RR 2 BOX 26 WYSOX PA 18854 OO R SFR 360
3103301081 VEAL 3249 GLEN VIEW CIRCLE ATLANTA GA 30331 OO R SFR 360
3103301083 MAPP 2045 EAST 53RD PLACE BROOKLYN NY 11234 OO P SFR 360
3103301088 THOMAS 2611 E. SARATOGA DRIVE COOPER CITY FL 33026 OO P SFR 360
3103301090 JAMES 3304 KNOLLS ROAD MIRAMAR FL 33025 OO P SFR 360
3103301094 DOUGLAS 9039 SLIGO CREEK PARKWAY #914 SILVER SPRING MD 20901 OO P SFR 360
3103301100 WARREN 6625 GIBRALTER RD. ORLANDO FL 32822 OO R SFR 360
3103301105 SULLIVAN 15322 MATIS ROAD HUDSON FL 34669 OO R SFR 360
3103301111 DYMOND JR. 14327 BIRCHDALE AVENUE WOODBRIDGE VA 22193 OO R SFR 360
3103301115 WECK 4358 ORANGE GROVE BLVD. FT. MYERS FL 33903 OO P SFR 360
3103301118 POLITE E-LANE FARMS ROAD HARDEEVILLE SC 29927 OO R SFR 360
3103301123 ROHRBACHER 2514 S W CAMEO BLVD PORT ST. LUCIE FL 34952 OO R SFR 360
3103301128 ROBINSON 3608 NORTH ILLINOIS INDIANAPOLIS IN 46260 OO R SFR 180
3103301131 KRATOCHVIL 908 EAST WARD STREET DOUGLAS GA 31533 OO P SFR 180
3103301134 LAPORTE 6143-6147 COOPER STREET DOUGLASVILLE GA 30134 NOO P SFR 360
3103301138 PRUETT 276 HIGHWAY 81 OXFORD GA 30249 OO R SFR 360
3103301142 TREECE 801 N.E. 74TH STREET MIAMI FL 33138 OO P SFR 360
3103301144 PEAY 17106 ASHTON COURT ACCOKEEK MD 20607 OO P SFR 360
3103301147 TRUSTY 1914 SUWANEE TERRACE LAWRENCEVILLE GA 30245 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103300937 03/25/96 04/01/26 41,400.00 11.525 410.77 41,386.84 0.5 1 51,750.00
3103300941 03/15/96 04/01/26 52,000.00 11.000 495.21 51,981.46 0.5 1 65,000.00
3103300947 12/05/95 01/01/26 35,400.00 14.620 436.88 35,383.03 0.5 1 0.00
3103300951 13/14/96 04/01/26 57,000.00 12.425 605.02 56,985.17 0.5 1 0.00
3103300953 03/25/96 04/01/26 43,200.00 10.810 405.21 43,183.95 0.5 1 0.00
3103300959 03/19/96 04/01/26 49,000.00 10.900 462.94 48,982.14 0.5 1 0.00
3103300961 03/20/96 04/01/26 153,000.00 10.990 1,455.90 152,945.32 0.5 1 0.00
3103300967 02/27/96 03/01/26 162,000.00 12.000 1,666.35 161,906.84 0.5 1 0.00
3103300971 03/19/96 04/01/26 44,100.00 12.625 474.94 44,100.00 0.5 1 63,000.00
3103300976 03/18/96 04/01/26 117,200.00 13.190 1,313.89 117,174.33 0.5 1 0.00
3103300978 12/26/95 01/01/11 39,750.00 11.500 464.36 39,582.36 0.5 1 0.00
3103300980 03/28/96 04/01/11 60,000.00 11.310 693.68 39,411.49 0.5 1 80,000.00
3103300982 03/28/96 04/01/26 112,000.00 10.710 1,042.13 112,000.00 0.5 1 140,000.00
3103300986 03/23/96 04/01/26 97,500.00 11.875 993.53 97,500.00 0.5 1 0.00
3103300991 03/25/96 04/01/26 89,000.00 11.000 847.57 88,968.26 0.5 1 0.00
3103300997 03/29/96 04/01/26 159,300.00 11.890 1,625.10 159,300.00 0.5 1 177,000.00
3103301002 03/22/96 04/01/26 48,000.00 11.200 464.38 47,983.62 0.5 1 0.00
3103301007 03/29/96 04/01/26 240,000.00 10.380 2,173.87 239,793.44 0.5 1 300,000.00
3103301013 03/28/96 04/01/26 40,600.00 12.340 428.27 40,567.50 0.5 1 0.00
3103301015 03/29/96 04/01/26 48,000.00 11.460 473.88 47,958.40 0.5 1 0.00
3103301021 03/25/96 04/01/26 38,200.00 12.325 402.51 38,200.00 0.5 1 45,000.00
3103301026 03/27/96 04/01/26 48,800.00 10.910 461.42 48,800.00 0.5 1 61,000.00
3103301031 03/22/96 04/01/26 48,400.00 11.925 495.06 48,384.93 0.5 1 0.00
3103301034 03/26/96 04/01/26 28,400.00 11.800 287.76 28,391.51 0.5 1 33,500.00
3103301039 03/18/96 04/01/26 39,600.00 11.300 386.12 39,600.00 0.5 1 49,500.00
3103301042 03/25/96 04/01/26 39,700.00 11.600 396.18 39,700.00 0.5 1 0.00
3103301047 03/29/96 04/01/26 76,000.00 11.010 724.34 76,000.00 0.5 1 0.00
3103301050 03/15/96 04/01/26 58,800.00 11.750 593.53 58,800.00 0.5 1 84,000.00
3103301054 03/27/96 04/01/26 65,600.00 11.000 624.72 65,576.61 0.5 1 0.00
3103301059 03/13/96 04/01/26 87,000.00 11.050 831.81 86,969.31 0.5 1 0.00
3103301063 03/29/96 04/01/11 50,000.00 9.860 533.03 49,877.80 0.5 1 0.00
3103301067 03/22/96 04/01/11 46,200.00 10.000 496.47 46,088.53 0.5 1 0.00
3103301073 04/04/96 04/01/26 60,000.00 11.450 591.89 59,980.61 0.5 1 75,000.00
3103301077 04/01/96 04/01/26 130,000.00 11.025 1,240.48 130,000.00 0.5 1 0.00
3103301081 03/28/96 04/01/26 66,000.00 10.890 623.05 66,000.00 0.5 1 0.00
3103301083 02/15/96 03/01/26 225,000.00 11.740 2,269.45 224,931.80 0.5 1 250,000.00
3103301088 03/29/96 04/01/26 96,000.00 11.125 923.31 96,000.00 0.5 1 120,000.00
3103301090 03/29/96 04/01/26 104,400.00 12.010 1,074.68 104,400.00 0.5 1 116,000.00
3103301094 03/29/96 04/01/26 44,000.00 13.875 516.99 44,000.00 0.5 1 80,000.00
3103301100 03/07/96 04/01/26 37,500.00 13.100 417.76 37,500.00 0.5 1 0.00
3103301105 03/26/96 04/01/26 120,000.00 12.250 1,257.48 120,000.00 0.5 1 0.00
3103301111 03/29/96 04/01/26 84,000.00 12.500 896.50 83,978.50 0.5 1 0.00
3103301115 03/29/96 04/01/26 58,000.00 10.240 519.31 57,894.93 0.5 1 0.00
3103301118 03/15/96 04/01/26 52,500.00 11.300 511.91 52,500.00 0.5 1 0.00
3103301123 03/22/96 04/01/26 74,900.00 11.900 764.67 74,878.09 0.5 1 0.00
3103301128 04/03/96 05/01/11 28,000.00 11.060 319.30 28,000.00 0.5 1 0.00
3103301131 04/05/96 04/01/11 31,500.00 13.575 410.54 31,445.34 0.5
3103301134 04/09/96 05/01/26 47,900.00 10.860 451.10 47,900.00 0.5 1 59,900.00
3103301138 04/02/96 05/01/26 212,000.00 11.575 2,111.56 212,000.00 0.5 1 0.00
3103301142 04/10/96 05/01/26 232,000.00 10.975 2,205.01 232,000.00 0.5 1 290,000.00
3103301144 04/05/96 04/01/26 222,400.00 10.625 2,055.19 222,313.98 0.5 1 261,700.00
3103301147 04/05/96 05/01/26 66,300.00 11.825 673.05 66,300.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
3103300937 0.00 53,000.00 51,750.00 11.52 410.770 0 01/00/00
3103300941 0.00 65,000.00 65,000.00 11.00 495.210 0 01/00/00
3103300947 0.00 50,100.00 50,100.00 14.62 436.880 0 01/00/00
3103300951 0.00 76,000.00 76,000.00 12.42 605.020 0 01/00/00
3103300953 0.00 54,000.00 54,000.00 10.81 405.210 0 01/00/00
3103300959 0.00 75,000.00 75,000.00 10.90 462.940 0 01/00/00
3103300961 0.00 172,500.00 172,500.00 10.99 1,455.900 0 01/00/00
3103300967 0.00 225,000.00 225,000.00 12.00 1,666.350 0 01/00/00
3103300971 0.00 65,000.00 63,000.00 12.62 474.940 0 01/00/00
3103300976 0.00 146,500.00 146,500.00 13.19 1,313.890 0 01/00/00
3103300978 0.00 53,000.00 53,000.00 11.50 464.360 0 01/00/00
3103300980 0.00 80,000.00 80,000.00 11.31 693.680 0 01/00/00
3103300982 0.00 147,000.00 140,000.00 10.71 1,042.130 0 01/00/00
3103300986 0.00 130,000.00 130,000.00 11.87 993.530 0 01/00/00
3103300991 0.00 115,000.00 115,000.00 11.00 847.570 0 01/00/00
3103300997 0.00 180,000.00 177,000.00 11.89 1,625.100 0 01/00/00
3103301002 0.00 60,000.00 60,000.00 11.20 464.380 0 01/00/00
3103301007 0.00 350,000.00 300,000.00 10.38 2,173.870 0 01/00/00
3103301013 0.00 58,000.00 58,000.00 12.34 428.270 0 01/00/00
3103301015 0.00 60,000.00 60,000.00 11.46 473.880 0 01/00/00
3103301021 0.00 59,000.00 45,000.00 12.32 402.510 0 01/00/00
3103301026 0.00 73,000.00 61,000.00 10.91 461.420 0 01/00/00
3103301031 0.00 60,500.00 60,500.00 11.92 495.060 0 01/00/00
3103301034 0.00 39,000.00 33,500.00 11.80 287.760 0 01/00/00
3103301039 0.00 50,000.00 49,500.00 11.30 386.120 0 01/00/00
3103301042 0.00 50,000.00 50,000.00 11.60 396.180 0 01/00/00
3103301047 0.00 95,000.00 95,000.00 11.01 724.340 0 01/00/00
3103301050 0.00 103,000.00 84,000.00 11.75 593.530 0 01/00/00
3103301054 0.00 82,000.00 82,000.00 11.00 624.720 0 01/00/00
3103301059 0.00 116,000.00 116,000.00 11.05 831.810 0 01/00/00
3103301063 0.00 115,000.00 115,000.00 9.86 533.030 0 01/00/00
3103301067 0.00 58,500.00 58,500.00 10.00 496.470 0 01/00/00
3103301073 0.00 75,000.00 75,000.00 11.45 591.890 0 01/00/00
3103301077 0.00 200,000.00 200,000.00 11.02 1,240.480 0 01/00/00
3103301081 0.00 75,000.00 75,000.00 10.89 623.050 0 01/00/00
3103301083 0.00 250,000.00 250,000.00 11.74 2,269.450 0 01/00/00
3103301088 0.00 124,000.00 120,000.00 11.12 923.310 0 01/00/00
3103301090 0.00 116,000.00 116,000.00 12.01 1,074.680 0 01/00/00
3103301094 0.00 85,000.00 80,000.00 13.87 516.990 0 01/00/00
3103301100 0.00 50,000.00 50,000.00 13.10 417.760 0 01/00/00
3103301105 0.00 160,000.00 160,000.00 12.25 1,257.480 0 01/00/00
3103301111 0.00 106,000.00 106,000.00 12.50 896.500 0 01/00/00
3103301115 0.00 102,000.00 102,000.00 10.24 519.310 0 01/00/00
3103301118 0.00 73,500.00 73,500.00 11.30 511.910 0 01/00/00
3103301123 0.00 107,000.00 107,000.00 11.90 764.670 0 01/00/00
3103301128 0.00 35,000.00 35,000.00 11.06 319.300 0 01/00/00
3103301131 0.00 42,000.00 40,000.00 13.57 410.540 0 01/00/00
3103301134 0.00 65,000.00 59,900.00 10.86 451.100 0 01/00/00
3103301138 0.00 265,000.00 265,000.00 11.57 2,111.560 0 01/00/00
3103301142 0.00 305,000.00 290,000.00 10.97 2,205.010 0 01/00/00
3103301144 0.00 265,000.00 261,700.00 10.62 2,055.190 0 01/00/00
3103301147 0.00 78,000.00 78,000.00 11.82 673.050 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3103300937 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103300941 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full OCEANMARK
3103300947 01/00/00 0.00 0.00 0.00 0.00Y 70.65B Full OCEANMARK
3103300951 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full OCEANMARK
3103300953 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full OCEANMARK
3103300959 01/00/00 0.00 0.00 0.00 0.00Y 65.33A- Full OCEANMARK
3103300961 01/00/00 0.00 0.00 0.00 0.00Y 88.69A Full OCEANMARK
3103300967 01/00/00 0.00 0.00 0.00 0.00Y 72.00A- Stated OCEANMARK
3103300971 01/00/00 0.00 0.00 0.00 0.00N 70.00A- Stated OCEANMARK
3103300976 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103300978 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full OCEANMARK
3103300980 01/00/00 0.00 0.00 0.00 0.00N 75.00A Stated OCEANMARK
3103300982 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103300986 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full OCEANMARK
3103300991 01/00/00 0.00 0.00 0.00 0.00N 77.39B Full OCEANMARK
3103300997 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103301002 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301007 01/00/00 0.00 0.00 0.00 0.00N 80.00A Lite OCEANMARK
3103301013 01/00/00 0.00 0.00 0.00 0.00Y 70.00A Lite OCEANMARK
3103301015 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full OCEANMARK
3103301021 01/00/00 0.00 0.00 0.00 0.00N 84.88A- Full OCEANMARK
3103301026 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301031 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103301034 01/00/00 0.00 0.00 0.00 0.00N 84.77A- Full OCEANMARK
3103301039 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301042 01/00/00 0.00 0.00 0.00 0.00Y 79.40A- Stated OCEANMARK
3103301047 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full OCEANMARK
3103301050 01/00/00 0.00 0.00 0.00 0.00N 70.00B Stated OCEANMARK
3103301054 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301059 01/00/00 0.00 0.00 0.00 0.00Y 75.00A- Full OCEANMARK
3103301063 01/00/00 0.00 0.00 0.00 0.00Y 43.47A Full OCEANMARK
3103301067 01/00/00 0.00 0.00 0.00 0.00Y 78.97A- Full OCEANMARK
3103301073 01/00/00 0.00 0.00 0.00 0.00N 80.00B Lite OCEANMARK
3103301077 01/00/00 0.00 0.00 0.00 0.00Y 65.00A- Stated OCEANMARK
3103301081 01/00/00 0.00 0.00 0.00 0.00Y 88.00A Full OCEANMARK
3103301083 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103301088 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301090 01/00/00 0.00 0.00 0.00 0.00N 90.00A Stated OCEANMARK
3103301094 01/00/00 0.00 0.00 0.00 0.00N 55.00D Stated OCEANMARK
3103301100 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full OCEANMARK
3103301105 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Lite OCEANMARK
3103301111 01/00/00 0.00 0.00 0.00 0.00Y 79.24B Full OCEANMARK
3103301115 01/00/00 0.00 0.00 0.00 0.00N 56.86A Stated OCEANMARK
3103301118 01/00/00 0.00 0.00 0.00 0.00Y 71.42A- Full OCEANMARK
3103301123 01/00/00 0.00 0.00 0.00 0.00N 70.00B Stated OCEANMARK
3103301128 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full OCEANMARK
3103301131 01/00/00 0.00 0.00 0.00 0.00N 78.75C Full OCEANMARK
3103301134 01/00/00 0.00 0.00 0.00 0.00N 79.96A Full OCEANMARK
3103301138 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Lite OCEANMARK
3103301142 01/00/00 0.00 0.00 0.00 0.00N 80.00A- Full OCEANMARK
3103301144 01/00/00 0.00 0.00 0.00 0.00N 84.98A- Full OCEANMARK
3103301147 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full OCEANMARK
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103301153 STULTZ SR. 236 SOUTH SECOND STREET AVODALE AZ 85323 OO R SFR 360
3103301157 COOK 6215 GIDEON STREET BOWIE MD 20720 OO R SFR 360
3103301161 LUJAN 6211 SW 4TH STREET MIAMI FL 33144 OO P SFR 360
3103301163 MORENO 2701 DUFFDOWN STREET HEPHZIBAH GA 30815 OO R SFR 180
3103301165 RUSSELL 21 BURKETT DRIVE SUMTER SC 29150 OO R SFR 180
3103301171 GRAY JR. 3412 STAFFPRD STREET KINGSPORT TN 37660 OO R SFR 180
3103301173 PARASIDIS 198 HICKORY AVENUE TENAFLY NJ 7670 2ND R SFR 360
3103301177 BEASLEY 5785 MT. CARMEL ROAD COVINGTON TN 38019 OO P SFR 360
3103301182 DEAN 30 WESTOVER RIDGE ADAIRSVILLE GA 30103 OO P SFR 360
3103301188 BEAIRD HCR-1 BOX 278-8 HIGHLANDVILLE MO 65669 OO R SFR 360
3103301192 MARQUEZ JR. 8829 E. VERBENA LANE HEREFORD AZ 85615 OO R SFR 360
3103301196 D'ALESSANDRO HCR 3 BOX 152 KIMBERLING MO 65686 2ND R SFR 360
3103301202 COTTRELL 3415 DELANEY STREET ORLANDO FL 32806 OO P SFR 360
3103301204 BETTS 536 SIMMONS ST. NW ATLANTA GA 30128 2ND P SFR 360
3103301207 CASEY 2559 PALMETTO DRIVE MOUNT DORA FL 32757 OO R SFR 360
3103301210 BRAGG 303 SEAFOX ROAD AUGUSTINE FL 32086 OO R SFR 360
3103301213 KOSTER 7902 NO 14TH STREET TAMPA FL 33604 2ND P SFR 360
3103301216 SNOWDEN 7200 & 7204 THOMAS DRIVE MARLBORO MD 20772 OO P SFR 360
3103301218 HOSKINS 1030 S. GOODMAN ROAD KISSIMMEE FL 34747 OO R SFR 360
3103301222 CRAPP 13940 S.W. HARRISON STREET MIAMI FL 33176 2ND P SFR 360
3103301228 CRAPP 18338 N.W. 44TH COURT MIAMI FL 33054 2ND P SFR 360
3103301233 PHILLIPS 50 SALT MARSH DRIVE HILTON HEAD SC 29926 OO R CONDO 360
3103301235 TERRY 614 N. CHESTNUT STREET SEYMOUR IN 47274 OO R SFR 360
3103301241 TERRY 9690 WEST COUUNTY ROAD 800 S. CROTHERSVILLE IN 47229 2ND P SFR 360
3103301244 CAMPBELL RT. 1201-PALMER STREET GREENVILLE VA 24440 2ND R SFR 360
3103301248 HUGHES 125 E. EMERLING AVENUE AKRON OH 44301 2ND R SFR 360
3103301251 WAGNER 312-312 1/2 WEST MAIN STREET SPENCER OH 44275 2ND R SFR 360
3103301260 KELCHNER 1251 GRENWICH STREET ATLANTA GA 30311 2ND R SFR 360
3103301266 EDWARDS 4119 EDGEWARE ROAD WINSTON NC 27106 OO P SFR 360
3103301267 CRAPP 18354 N.W. 44TH COURT MIAMI FL 33055 2ND P SFR 360
3103301270 THARP 311 FOLLY ROAD MYRTLE BEACH SC 29577 OO R SFR 360
3103301276 MARTIN 823 CHRIS HAVEN DRIVE NORTH SEYMOUR TN 37865 OO R SFR 180
3103301278 MUMFORD 14821 S.W. 42ND LANE MIAMI FL 33185 OO P SFR 360
3103301281 NIXON 761 NEW HOPE ROAD STAUNTON VA 24401 OO R SFR 360
3103301283 OLIVER 4816 KATHY JO TERRACE ORLANDO FL 32808 OO P SFR 360
3103301286 VANOSDALE 8431 GRACELAND ROAD CORRYTON TN 37721 OO R SFR 360
3103301291 WATERMAN 1229 9TH STREET BEDFORD IN 47421 OO R SFR 180
3103301293 PRESNELL 227 TERESA INEZ ROAD JOHNSON CITY TN 37601 OO P SFR 360
3103301296 RUSHER 2826 SOUTH FARM ROAD 227 ROGERSVILLE MO 65742 OO R SFR 360
3103301300 SALDANA 409 SASSAFRAS VALPARAISO IN 46383 OO R SFR 180
3103301303 SAUNDERS 2804 HARTMAN STREET RICHMOND VA 23223 OO R SFR 360
3103301309 SMITH 5424 KINSALE LANE CHARLOTTE NC 28215 OO R SFR 360
3103301312 SMITH 1809 LAMBERT STREET INDIANAPOLIS IN 46221 2ND R SFR 360
3103301317 STAHL 40 NARANJA ROAD DEBARY FL 32713 2ND P SFR 360
3103301322 ARP 107 CREEKVIEW DRIVE WOODSTOCK GA 30188 OO R SFR 180
3103301327 BOSCH 14025 GATEWAY DRIVE OKLAHOMA CITY OK 73013 OO R SFR 360
3103301331 CAMPBELL 170 HEARTH WAY FAIRBURN GA 30213 OO R SFR 360
3103301334 CAREY 1507 ELM STREET SIDNEY NE 69162 OO P SFR 360
3103301338 COLE 3915 SONORA PLACE ALEXANDRIA VA 22309 2ND R CONDO 360
3103301341 ESCALANTE 774 EAST 32ND STREET HIALEAH FL 33013 2ND R SFR 360
3103301347 GIPSON 5119 KAMENT STREET ST. LOUIS MS 39520 OO P SFR 360
3103301349 HOWELL 11901 BLUE MOON AVENUE OKLAHOMA CITY OK 73162 OO R SFR 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103301153 04/05/96 05/01/26 37,500.00 11.775 379.25 37,500.00 0.5 1 0.00
3103301157 04/02/96 05/01/26 261,000.00 12.010 2,686.69 261,000.00 0.5 1 0.00
3103301161 04/05/96 04/01/26 94,500.00 11.250 917.84 94,500.00 0.5 1 105,000.00
3103301163 04/08/96 05/01/11 71,400.00 10.375 783.73 71,400.00 0.5 1 0.00
3103301165 04/18/96 05/01/11 45,500.00 9.575 477.18 45,500.00 0.5 1 0.00
3103301171 04/12/96 05/01/11 64,000.00 11.475 746.62 64,000.00 0.5 1 0.00
3103301173 02/23/96 03/01/26 150,500.00 10.000 1,320.75 150,433.42 0.5 1 0.00
3103301177 04/10/96 05/01/26 64,700.00 12.225 676.74 64,700.00 0.5 1 80,900.00
3103301182 04/22/96 05/01/26 57,600.00 12.475 613.62 57,600.00 0.5 1 76,900.00
3103301188 04/11/96 05/01/26 49,500.00 13.325 560.17 49,500.00 0.5 1 0.00
3103301192 04/04/96 05/01/26 52,000.00 14.620 641.74 52,000.00 0.5 1 0.00
3103301196 04/18/96 05/01/26 69,500.00 12.725 753.90 69,500.00 0.5 1 0.00
3103301202 04/12/96 05/01/26 130,400.00 10.875 1,229.53 130,400.00 0.5 1 163,000.00
3103301204 04/03/96 04/01/26 51,200.00 12.010 527.04 51,200.00 0.5 1 64,000.00
3103301207 04/12/96 05/01/26 56,600.00 11.625 565.91 56,600.00 0.5 1 0.00
3103301210 04/12/96 05/01/26 108,400.00 12.000 1,115.02 108,400.00 0.5 1 0.00
3103301213 04/12/96 05/01/26 39,900.00 11.975 409.65 39,900.00 0.5 1 49,900.00
3103301216 04/11/96 05/01/26 227,500.00 13.500 2,605.81 227,500.00 0.5 1 0.00
3103301218 04/12/96 05/01/26 64,600.00 9.450 540.84 64,600.00 0.5 1 0.00
3103301222 04/04/96 04/01/26 41,300.00 10.740 385.22 41,300.00 0.5 1 59,000.00
3103301228 04/04/96 04/01/26 39,200.00 11.240 380.44 39,200.00 0.5 1 56,000.00
3103301233 02/22/96 03/01/26 66,000.00 11.000 628.53 65,976.47 0.5 1 0.00
3103301235 02/21/96 03/01/26 40,000.00 10.750 373.39 39,984.94 0.5 1 0.00
3103301241 02/21/96 03/01/26 28,000.00 12.440 297.53 27,992.74 0.5 1 0.00
3103301244 04/15/96 05/01/26 38,400.00 10.990 365.40 38,400.00 0.5 1 0.00
3103301248 04/11/96 05/01/26 33,600.00 11.340 328.64 33,600.00 0.5 1 0.00
3103301251 04/04/96 05/01/26 54,200.00 12.160 564.19 54,200.00 0.5 1 0.00
3103301260 04/04/96 04/01/26 51,100.00 13.125 570.26 51,100.00 0.5 1 0.00
3103301266 04/16/96 05/01/26 40,500.00 11.890 413.16 40,500.00 0.5 1 44,500.00
3103301267 04/04/96 04/01/26 37,800.00 12.240 395.81 37,800.00 0.5 1 54,000.00
3103301270 04/12/96 05/01/26 134,300.00 10.775 1,256.19 134,300.00 0.5 1 0.00
3103301276 04/15/96 05/01/11 102,000.00 10.410 1,121.82 102,000.00 0.5 1 0.00
3103301278 04/19/96 05/01/26 119,400.00 10.825 1,121.31 119,400.00 0.5 1 140,500.00
3103301281 04/17/96 05/01/26 99,700.00 10.875 940.06 99,700.00 0.5 1 0.00
3103301283 04/18/96 05/01/26 56,800.00 11.375 557.07 56,800.00 0.5 1 71,000.00
3103301286 04/19/96 05/01/26 67,600.00 11.125 650.16 67,600.00 0.5 1 0.00
3103301291 03/27/96 04/01/11 34,850.00 11.950 417.14 34,850.00 0.5 1 0.00
3103301293 04/25/96 05/01/26 34,850.00 12.325 367.21 34,850.00 0.5 1 41,000.00
3103301296 04/19/96 05/01/26 113,000.00 10.875 1,065.47 113,000.00 0.5 1 0.00
3103301300 04/19/96 05/01/11 46,800.00 12.875 588.29 46,800.00 0.5 1 0.00
3103301303 04/10/96 05/01/26 41,600.00 10.625 384.42 41,600.00 0.5 1 0.00
3103301309 04/18/96 05/01/26 53,200.00 10.960 505.03 53,200.00 0.5 1 0.00
3103301312 04/25/96 05/01/26 35,200.00 12.275 369.54 35,200.00 0.5 1 0.00
3103301317 04/19/96 05/01/26 58,800.00 11.160 567.09 58,800.00 0.5 1 73,500.00
3103301322 04/09/96 05/01/11 72,000.00 10.375 790.32 72,000.00 0.5 1 0.00
3103301327 04/22/96 05/01/26 43,000.00 12.675 464.77 43,000.00 0.5 1 0.00
3103301331 04/17/96 05/01/26 69,700.00 10.825 654.57 69,700.00 0.5 1 0.00
3103301334 04/18/96 05/01/26 33,600.00 11.625 335.95 33,600.00 0.5 1 42,000.00
3103301338 04/15/96 05/01/26 63,200.00 10.610 583.32 63,200.00 0.5 1 0.00
3103301341 04/24/96 05/01/26 78,000.00 10.725 726.65 78,000.00 0.5 1 0.00
3103301347 04/24/96 05/01/26 49,500.00 12.010 509.54 49,500.00 0.5 1 0.00
3103301349 04/19/96 05/01/26 79,560.00 11.925 813.77 79,560.00 0.5 1 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
3103301153 0.00 50,000.00 50,000.00 11.77 379.250 0 01/00/00
3103301157 0.00 290,000.00 290,000.00 12.01 2,686.690 0 01/00/00
3103301161 0.00 105,000.00 105,000.00 11.25 917.840 0 01/00/00
3103301163 0.00 84,000.00 84,000.00 10.37 783.730 0 01/00/00
3103301165 0.00 68,000.00 68,000.00 9.57 477.180 0 01/00/00
3103301171 0.00 81,000.00 81,000.00 11.47 746.620 0 01/00/00
3103301173 0.00 215,000.00 215,000.00 10.00 1,320.750 0 01/00/00
3103301177 0.00 84,000.00 80,900.00 12.22 676.740 0 01/00/00
3103301182 0.00 77,600.00 76,900.00 12.47 613.620 0 01/00/00
3103301188 0.00 66,000.00 66,000.00 13.32 560.170 0 01/00/00
3103301192 0.00 83,000.00 83,000.00 14.62 641.740 0 01/00/00
3103301196 0.00 107,000.00 107,000.00 12.72 753.900 0 01/00/00
3103301202 0.00 167,000.00 163,000.00 10.87 1,229.530 0 01/00/00
3103301204 0.00 64,000.00 64,000.00 12.01 527.040 0 01/00/00
3103301207 0.00 83,500.00 83,500.00 11.62 565.910 0 01/00/00
3103301210 0.00 120,500.00 120,500.00 12.00 1,115.020 0 01/00/00
3103301213 0.00 52,000.00 49,900.00 11.97 409.650 0 01/00/00
3103301216 0.00 343,000.00 343,000.00 13.50 2,605.810 0 01/00/00
3103301218 0.00 85,000.00 85,000.00 9.45 540.840 0 01/00/00
3103301222 0.00 59,000.00 59,000.00 10.74 385.220 0 01/00/00
3103301228 0.00 56,000.00 56,000.00 11.24 380.440 0 01/00/00
3103301233 0.00 93,000.00 93,000.00 11.00 628.530 0 01/00/00
3103301235 0.00 52,000.00 52,000.00 10.75 373.390 0 01/00/00
3103301241 0.00 44,000.00 44,000.00 12.44 297.530 0 01/00/00
3103301244 0.00 55,000.00 55,000.00 10.99 365.400 0 01/00/00
3103301248 0.00 42,000.00 42,000.00 11.34 328.640 0 01/00/00
3103301251 0.00 80,000.00 80,000.00 12.16 564.190 0 01/00/00
3103301260 0.00 73,000.00 73,000.00 13.12 570.260 0 01/00/00
3103301266 0.00 45,000.00 44,500.00 11.89 413.160 0 01/00/00
3103301267 0.00 54,000.00 54,000.00 12.24 395.810 0 01/00/00
3103301270 0.00 158,000.00 158,000.00 10.77 1,256.190 0 01/00/00
3103301276 0.00 120,000.00 120,000.00 10.41 1,121.820 0 01/00/00
3103301278 0.00 141,000.00 140,500.00 10.82 1,121.310 0 01/00/00
3103301281 0.00 155,000.00 155,000.00 10.87 940.060 0 01/00/00
3103301283 0.00 71,000.00 71,000.00 11.37 557.070 0 01/00/00
3103301286 0.00 84,500.00 84,500.00 11.12 650.160 0 01/00/00
3103301291 0.00 41,000.00 41,000.00 11.95 417.140 0 01/00/00
3103301293 0.00 42,000.00 41,000.00 12.32 367.210 0 01/00/00
3103301296 0.00 133,000.00 133,000.00 10.87 1,065.470 0 01/00/00
3103301300 0.00 72,000.00 72,000.00 12.87 588.290 0 01/00/00
3103301303 0.00 52,000.00 52,000.00 10.62 384.420 0 01/00/00
3103301309 0.00 71,000.00 71,000.00 10.96 505.030 0 01/00/00
3103301312 0.00 44,000.00 44,000.00 12.27 369.540 0 01/00/00
3103301317 0.00 77,000.00 73,500.00 11.16 567.090 0 01/00/00
3103301322 0.00 97,500.00 97,500.00 10.37 790.320 0 01/00/00
3103301327 0.00 57,500.00 57,500.00 12.67 464.770 0 01/00/00
3103301331 0.00 82,000.00 82,000.00 10.82 654.570 0 01/00/00
3103301334 0.00 43,000.00 42,000.00 11.62 335.950 0 01/00/00
3103301338 0.00 79,000.00 79,000.00 10.61 583.320 0 01/00/00
3103301341 0.00 120,000.00 120,000.00 10.72 726.650 0 01/00/00
3103301347 0.00 55,000.00 55,000.00 12.01 509.540 0 01/00/00
3103301349 0.00 99,450.00 99,450.00 11.92 813.770 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3103301153 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full OCEANMARK
3103301157 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103301161 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103301163 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full OCEANMARK
3103301165 01/00/00 0.00 0.00 0.00 0.00Y 66.91A- Full OCEANMARK
3103301171 01/00/00 0.00 0.00 0.00 0.00Y 79.01B Full OCEANMARK
3103301173 01/00/00 0.00 0.00 0.00 0.00Y 70.00A- Full OCEANMARK
3103301177 01/00/00 0.00 0.00 0.00 0.00N 79.97B Full OCEANMARK
3103301182 01/00/00 0.00 0.00 0.00 0.00N 74.90C Full OCEANMARK
3103301188 01/00/00 0.00 0.00 0.00 0.00Y 75.00C Full OCEANMARK
3103301192 01/00/00 0.00 0.00 0.00 0.00N 62.65D Full OCEANMARK
3103301196 01/00/00 0.00 0.00 0.00 0.00Y 64.95B Full OCEANMARK
3103301202 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301204 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301207 01/00/00 0.00 0.00 0.00 0.00Y 67.78C Full OCEANMARK
3103301210 01/00/00 0.00 0.00 0.00 0.00Y 89.95A Full OCEANMARK
3103301213 01/00/00 0.00 0.00 0.00 0.00N 79.96A Full OCEANMARK
3103301216 01/00/00 0.00 0.00 0.00 0.00N 66.32C Lite OCEANMARK
3103301218 01/00/00 0.00 0.00 0.00 0.00N 76.00A- Full OCEANMARK
3103301222 01/00/00 0.00 0.00 0.00 0.00N 70.00A Lite OCEANMARK
3103301228 01/00/00 0.00 0.00 0.00 0.00N 70.00A Full OCEANMARK
3103301233 01/00/00 0.00 0.00 0.00 0.00Y 70.96B Full OCEANMARK
3103301235 01/00/00 0.00 0.00 0.00 0.00Y 76.92A- Full OCEANMARK
3103301241 01/00/00 0.00 0.00 0.00 0.00N 63.63A Full OCEANMARK
3103301244 01/00/00 0.00 0.00 0.00 0.00Y 69.81A Full OCEANMARK
3103301248 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full OCEANMARK
3103301251 01/00/00 0.00 0.00 0.00 0.00Y 67.75A Full OCEANMARK
3103301260 01/00/00 0.00 0.00 0.00 0.00Y 70.00B Full OCEANMARK
3103301266 01/00/00 0.00 0.00 0.00 0.00N 91.01A Full OCEANMARK
3103301267 01/00/00 0.00 0.00 0.00 0.00N 70.00A Lite OCEANMARK
3103301270 01/00/00 0.00 0.00 0.00 0.00Y 85.00A Full OCEANMARK
3103301276 01/00/00 0.00 0.00 0.00 0.00Y 85.00A Stated OCEANMARK
3103301278 01/00/00 0.00 0.00 0.00 0.00N 84.98A- Full OCEANMARK
3103301281 01/00/00 0.00 0.00 0.00 0.00Y 64.32B Full OCEANMARK
3103301283 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301286 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103301291 01/00/00 0.00 0.00 0.00 0.00N 85.00A- Full OCEANMARK
3103301293 01/00/00 0.00 0.00 0.00 0.00N 85.00A Full OCEANMARK
3103301296 01/00/00 0.00 0.00 0.00 0.00Y 84.96A- Full OCEANMARK
3103301300 01/00/00 0.00 0.00 0.00 0.00Y 65.00D Full OCEANMARK
3103301303 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full OCEANMARK
3103301309 01/00/00 0.00 0.00 0.00 0.00N 74.93A Full OCEANMARK
3103301312 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301317 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301322 01/00/00 0.00 0.00 0.00 0.00Y 73.84A- Stated OCEANMARK
3103301327 01/00/00 0.00 0.00 0.00 0.00Y 74.78C Full OCEANMARK
3103301331 01/00/00 0.00 0.00 0.00 0.00Y 85.00A- Full OCEANMARK
3103301334 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301338 01/00/00 0.00 0.00 0.00 0.00Y 80.00A Full OCEANMARK
3103301341 01/00/00 0.00 0.00 0.00 0.00N 65.00A- Full OCEANMARK
3103301347 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103301349 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NAME ..... ADDRESS CITY STATE ZIP OWN OCC LOAN PURP PROP TYPE ORIG TERM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103301354 JONES 3570 CASS ELIZABETH LAKE ROAD WATERFORD MI 48328 OO R SFR 360
3103301358 LUPO 2160 CENTER AVE. #2F FORT LEE NJ 7024 OO R CONDO 360
3103301360 MCQUAIG 1224 EPPES DRIVE TALLAHASSEE FL 32308 2ND P 2-4 FAMILY 360
3103301363 MCQUAIG 1224 EPPES DRIVE TALLAHASSEE FL 32304 2ND P 2-4 FAMILY 360
3103301368 BROWN 12230 ROBERTA LYNNE DRIVE EL PASO TX 79907 OO P SFR 360
3103301374 CHANEY 470 BARGELLO AVENUE SE. PALM BAY FL 32909 OO R SFR 360
3103301379 DIAZ 20335 W. COUNTRY CLUB DR. #2110 AVENTURA FL 33180 2ND P CONDO 360
3103301385 DICKSON 1807 CER ACL STREET COLUMBIA SC 29223 OO R SFR 180
3103301391 FORD LOT 2 FORD DIVISION JOHNSON CITY TN 37601 OO P SFR 360
3103301397 GARCIA JR. 17366 S.W. 21ST COURT MIRAMAR FL 33029 OO P SFR 360
3103301402 HALL 4715 COLTSFOOT ROAD GREENSBORO NC 27455 OO R SFR 360
3103301404 HESTER 1433 WILLIE PACE ROAD BURLINGTON NC 27217 OO P SFR 360
3103301410 LOVELACE ROUTE 4 BOX 244 WARRENTON NC 27589 OO R SFR 180
3103301413 MIDDLEBROOKS 887 KINGS GRANT DRIVE ATLANTA GA 30318 OO R SFR 180
3103301416 MILLER 510 N.W. 214TH STREET MIAMI FL 33169 OO R SFR 360
3103301419 MULLINS 2233 INDIAN RIVER ROAD VIRGINIA BEACH VA 23456 OO R SFR 360
3103301425 NOVAK 12401 BRAXFIELD COURT ROCKVILLE MD 20852 OO P CONDO 360
3103301428 REESE 39 FLOWER ROAD VALLEY STREAM NY 11580 OO P SFR 360
3103301432 ROE JR. 3838 JERNIGAN ROAD WHITE HOUSE TN 37188 OO R SFR 180
3103301435 SIMMONS 5016 DEBORAH'S LANE AWENDAW SC 29429 OO R SFR 360
3103301437 WALLS 608 VIRGINIA ST. KINGSTREE SC 29505 OO R SFR 360
3103301440 WHITLEY 949 OAK GROVE INN ROAD SELMA NC 27576 2ND R SFR 180
3103301444 WILLIAMS 5136 DEBORAH STREET INDIANAPOLIS IN 46224 OO R SFR 360
3103301450 WHITLEY 115 E. CRESTVIEW DR. SMITHFIELD NC 27577 OO P SFR 180
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID ORIGDATE MTDATE ORIGBAL RATE PANDI CURBAL SFEE LIENPOS PRPRICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3103301354 04/11/96 05/01/26 94,500.00 12.010 972.77 94,500.00 0.5 1 0.00
3103301358 04/16/96 05/01/26 76,500.00 12.525 817.94 76,500.00 0.5 1 0.00
3103301360 04/10/96 05/01/26 68,400.00 11.675 686.51 68,400.00 0.5 1 85,500.00
3103301363 04/10/96 05/01/26 74,400.00 10.900 702.91 74,400.00 0.5 1 93,000.00
3103301368 04/29/96 05/01/26 229,500.00 11.540 2,279.73 229,500.00 0.5 1 266,000.00
3103301374 03/14/96 04/01/26 60,800.00 10.250 544.83 60,800.00 0.5 1 0.00
3103301379 04/23/96 05/01/26 70,400.00 11.125 677.09 70,400.00 0.5 1 88,000.00
3103301385 04/11/96 05/01/11 55,700.00 11.290 643.26 55,700.00 0.5 1 0.00
3103301391 01/29/96 04/01/26 54,400.00 10.500 497.62 54,356.56
3103301397 04/24/96 05/01/26 130,800.00 10.480 1,194.52 130,800.00 0.5 1 153,940.00
3103301402 04/25/96 05/01/26 73,600.00 11.625 735.88 73,600.00 0.5 1 0.00
3103301404 04/26/96 05/01/26 62,420.00 11.425 614.57 62,420.00 0.5 1 74,920.00
3103301410 04/23/96 05/01/11 40,000.00 12.025 480.71 40,000.00 0.5 1 0.00
3103301413 04/15/96 05/01/11 68,000.00 11.230 782.74 68,000.00 0.5 1 0.00
3103301416 04/27/96 05/01/26 67,500.00 12.260 707.85 67,500.00 0.5 1 0.00
3103301419 04/23/96 05/01/26 190,000.00 11.975 1,950.71 190,000.00 0.5 1 0.00
3103301425 04/16/96 05/01/26 54,000.00 12.925 594.18 54,000.00 0.5 1 72,000.00
3103301428 04/30/96 05/01/26 135,000.00 10.375 1,222.30 135,000.00 0.5 1 180,000.00
3103301432 04/26/96 05/01/11 30,000.00 11.375 348.08 30,000.00 0.5 1 0.00
3103301435 01/31/96 04/01/26 51,400.00 12.750 558.56 51,375.00 0.5 1 73,500.00
3103301437 04/23/96 05/01/26 67,500.00 12.125 700.82 67,500.00 0.5 1 0.00
3103301440 04/29/96 05/01/11 40,000.00 10.625 445.26 40,000.00 0.5 1 0.00
3103301444 04/24/96 05/01/26 48,800.00 11.525 484.19 48,800.00 0.5 1 0.00
3103301450 04/29/96 05/01/11 48,000.00 10.625 534.32 48,000.00 0.5 1 60,000.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID SRBAL APPVAL PROPVAL INDEX ORATE OPANRFREPFREQ NRADATE
<S> <C> <C> <C> <C> <C> <C> <C>
3103301354 0.00 105,000.00 105,000.00 12.01 972.770 0 01/00/00
3103301358 0.00 85,000.00 85,000.00 12.52 817.940 0 01/00/00
3103301360 0.00 85,500.00 85,500.00 11.67 686.510 0 01/00/00
3103301363 0.00 95,500.00 93,000.00 10.90 702.910 0 01/00/00
3103301368 0.00 273,000.00 266,000.00 11.54 2,279.730 0 01/00/00
3103301374 0.00 76,000.00 76,000.00 10.25 544.830 0 01/00/00
3103301379 0.00 89,000.00 88,000.00 11.12 677.090 0 01/00/00
3103301385 0.00 63,000.00 63,000.00 11.29 643.260 0 01/00/00
3103301391 0.00 65,500.00 64,105.00 10.50 497.620 0 01/00/00
3103301397 0.00 154,000.00 153,940.00 10.48 1,194.520 0 01/00/00
3103301402 0.00 92,000.00 92,000.00 11.62 735.880 0 01/00/00
3103301404 0.00 75,000.00 74,920.00 11.42 614.570 0 01/00/00
3103301410 0.00 50,000.00 50,000.00 12.02 480.710 0 01/00/00
3103301413 0.00 85,000.00 85,000.00 11.23 782.740 0 01/00/00
3103301416 0.00 75,000.00 75,000.00 12.26 707.850 0 01/00/00
3103301419 0.00 300,000.00 300,000.00 11.97 1,950.710 0 01/00/00
3103301425 0.00 75,000.00 72,000.00 12.92 594.180 0 01/00/00
3103301428 0.00 183,000.00 180,000.00 10.37 1,222.300 0 01/00/00
3103301432 0.00 40,000.00 40,000.00 11.37 348.080 0 01/00/00
3103301435 0.00 73,500.00 73,500.00 12.75 558.560 0 01/00/00
3103301437 0.00 90,000.00 90,000.00 12.12 700.820 0 01/00/00
3103301440 0.00 54,000.00 54,000.00 10.62 445.260 0 01/00/00
3103301444 0.00 61,000.00 61,000.00 11.52 484.190 0 01/00/00
3103301450 0.00 60,000.00 60,000.00 10.62 534.320 0 01/00/00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOANID NPADATE MARGIN PERCAP LIFECAP FLOOR CASHOUT CHKLTV CREDITCL DOCTYPE SOURCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3103301354 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Alt OCEANMARK
3103301358 01/00/00 0.00 0.00 0.00 0.00Y 90.00A Full OCEANMARK
3103301360 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301363 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301368 01/00/00 0.00 0.00 0.00 0.00N 86.27A Full OCEANMARK
3103301374 01/00/00 0.00 0.00 0.00 0.00Y 80.00A- Full OCEANMARK
3103301379 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
3103301385 01/00/00 0.00 0.00 0.00 0.00N 88.41A Full OCEANMARK
3103301391 01/00/00 0.00 0.00 0.00 0.00N 84.86A- Full OCEANMARK
3103301397 01/00/00 0.00 0.00 0.00 0.00N 84.96A- Full OCEANMARK
3103301402 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103301404 01/00/00 0.00 0.00 0.00 0.00N 83.31A- Full SPFC
3103301410 01/00/00 0.00 0.00 0.00 0.00Y 80.00B Full OCEANMARK
3103301413 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301416 01/00/00 0.00 0.00 0.00 0.00N 90.00A Full OCEANMARK
3103301419 01/00/00 0.00 0.00 0.00 0.00Y 63.33B Stated OCEANMARK
3103301425 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full OCEANMARK
3103301428 01/00/00 0.00 0.00 0.00 0.00N 75.00A- Full OCEANMARK
3103301432 01/00/00 0.00 0.00 0.00 0.00Y 75.00B Full OCEANMARK
3103301435 01/00/00 0.00 0.00 0.00 0.00N 69.93C Full OCEANMARK
3103301437 01/00/00 0.00 0.00 0.00 0.00N 75.00C Full OCEANMARK
3103301440 01/00/00 0.00 0.00 0.00 0.00N 74.07A Lite OCEANMARK
3103301444 01/00/00 0.00 0.00 0.00 0.00N 80.00B Full OCEANMARK
3103301450 01/00/00 0.00 0.00 0.00 0.00N 80.00A Full OCEANMARK
</TABLE>
<PAGE>
<PAGE>
EXHIBIT E
TRUSTEE'S ACKNOWLEDGMENT OF RECEIPT
May 31, 1996
Southern Pacific Funding Corporation
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Southern Pacific Secured Assets Corp.
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Advanta Mortgage Corp. USA
16875 West Bernardo Drive
San Diego, CA 92127
MBIA Insurance Corporation
113 King Street
Armonk, New York 10564
Re: Pooling and Servicing Agreement, dated as of
May 8, 1996 among Southern Pacific Secured
Assets Corp., as Company, Advanta Mortgage
Corp. USA, as Master Servicer, and Bankers
Trust Company of California, N.A., as
Trustee, Mortgage Pass-Through Certificates,
Series 1996-2,
Ladies and Gentlemen:
In accordance with Section 2.04 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies: (1)
except as noted on the attachment hereto, if any (the "Loan Exception Report"),
it has received the original Mortgage Note (item (i) in Section 2.03(a)) with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule and the
documents contained therein appear to bear original signatures or copies of
originals if the originals have not yet been delivered, and (2) it has received
the Certificate Insurance Policy.
The Trustee has made no independent examination of any such
documents beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any such
documents or any of the Mortgage Loans identified on the Mortgage Loan Schedule,
or (ii) the collectability, insurability, effectiveness or suitability of any
such Mortgage Loan.
C-4
<PAGE>
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
C-5
<PAGE>
EXHIBIT F
INITIAL CERTIFICATION OF TRUSTEE
, 19_
Southern Pacific Funding Corporation
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Southern Pacific Secured Assets Corporation
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Advanta Mortgage Corp. USA
16875 West Bernardo Drive
San Diego, CA 92127
MBIA Insurance Corporation
113 King Street
Armonk, New York 10564
Re: Pooling and Servicing Agreement, dated as of May 8,
1996 among Southern Pacific Secured Assets Corp., as
Company, Advanta Mortgage Corp. USA, as Master
Servicer, and Bankers Trust Company of California,
N.A., as Trustee, Mortgage Pass-Through Certificates,
Series 1996-2
Ladies and Gentlemen:
In accordance with the provisions of Section 2.04 of the
above-referenced Pooling and Servicing Agreement, the undersigned, as Trustee,
hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed
on the attachment hereto), it has reviewed the documents delivered to it
pursuant to Section 2.03 of the Pooling and Servicing Agreement and has
determined that (i) all documents required to be delivered to it pursuant to the
above-referenced Pooling and Servicing Agreement are in its possession, (ii)
such documents have been reviewed by it and appear regular on their face and
have not been mutilated, damaged, torn or otherwise physically altered and
relate to such Mortgage Loan, (iii) based on its examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule
(described in items (i), (ii), (v), (vi), (x), (xi) and (xiii) of the definition
of Mortgage Loan Schedule) respecting such Mortgage Loan accurately reflects the
information set forth in the Trustee's Mortgage File and (iv) each Mortgage Note
has been endorsed as provided in Section 2.03 of the Pooling and Servicing
Agreement. The Trustee has made no independent examination of such documents
F-1
<PAGE>
beyond the review specifically required in the above-referenced Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, enforceability or genuineness of any such documents
contained in each or any of the Mortgage Loans identified on the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
F-2
<PAGE>
EXHIBIT G
FINAL CERTIFICATION OF THE TRUSTEE
, 19_
Southern Pacific Funding Corporation
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Southern Pacific Secured Assets Corp.
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Advanta Mortgage Corp. USA
16875 West Bernardo Drive
San Diego, CA 92127
MBIA Insurance Corporation
113 King Street
Armonk, New York 10564
Re: Pooling and Servicing Agreement, dated as of
May 8, 1996 among Southern Pacific Funding
Corp., as Company, Advanta Mortgage Corp.
USA, as Master Servicer, and Bankers Trust
Company of California, N.A., as Trustee,
Mortgage Pass-Through Certificates, Series
1996-2
Ladies and Gentlemen:
In accordance with Section 2.04 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies that,
except as noted on the attachment hereto, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attachment hereto) it has reviewed the documents delivered to it pursuant to
Section 2.03 of the Pooling and Servicing Agreement and has determined that (i)
all documents required to be delivered to it pursuant to the above-referenced
Pooling and Servicing Agreement are in its possession, (ii) such documents have
been reviewed by it and appear regular on their face and have not been
mutilated, damaged, torn or otherwise physically altered and relate to such
Mortgage Loan, and (iii) based on its examination, and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule (described in
items (i), (ii), (v), (vi), (x), (xi) and (xiii) of the definition of Mortgage
Loan Schedule) respecting such Mortgage Loan accurately reflects the information
set forth in the Trustee's Mortgage File. The Trustee has made no independent
examination of such documents beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, enforceability
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or genuineness of any such documents contained in each or any of the Mortgage
Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee
By:
Name:
Title:
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EXHIBIT H
REQUEST FOR RELEASE OF DOCUMENTS
, 19_
To: Bankers Trust Company of California, N.A.
3 Park Plaza, 16th Floor
Irvine, CA 92714
Re: Southern Pacific Secured Asset Corp., Mortgage Pass-Through
Certificates, SERIES 1996-2
In connection with the administration of the pool of Mortgage
Loans held by you as Trustee for the Certificateholders, we request the release,
and acknowledge receipt, of the (Trustee's Mortgage File/[specify document]) for
the Mortgage Loan described below, for the reason indicated.
MORTGAGOR'S NAME, ADDRESS & ZIP CODE:
MORTGAGE LOAN NUMBER:
REASON FOR REQUESTING DOCUMENTS (check one)
- --------- 1. Mortgage Loan Paid in Full (Master Servicer hereby
certifies that all amounts received in connection
therewith have been credited to the Collection
Account.)
- --------- 2. Mortgage Loan Liquidated (Master Servicer hereby
certifies that all proceeds of foreclosure, insurance
or other liquidation have been finally received and
credited to the Collection Account.)
- --------- 3. Mortgage Loan in Foreclosure
- --------- 4. Mortgage Loan Repurchased Pursuant to Section 5.18 of
the Pooling and Servicing Agreement.
- --------- 5. Mortgage Loan Repurchased or Substituted pursuant to
Article II or III of the Pooling and Servicing
Agreement (Master Servicer hereby certifies
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that the repurchase price or Substitution Adjustment
has been credited to the Certificate Account and that
the substituted mortgage loan is a Qualified
Substitute Mortgage Loan.)
- --------- 6. Other
(explain)
----------------------------------------
If box 1 or 2 above is checked, and if all or part of the
Trustee's Mortgage File was previously released to us, please release to us our
previous receipt on file with you, as well as any additional documents in your
possession relating to the above specified Mortgage Loan.
If box 3, 4, 5 or 6 above is checked, upon our return of all
of the above documents to you as Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.
By:
Name:
Title:
Documents returned to Trustee:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
Trustee
By:
Date:
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<PAGE>
EXHIBIT I
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 1996-2, Class
[R] (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class [R] Certificates, and (iii) is
acquiring the Class [R] Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class [R] Certificates to disqualified organizations
under the Code, that applies to all transfers of Class [R] Certificates after
March 31, 1988; (ii) that such tax would be on the transferor, or, if such
transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class [R]
Certificates may be "noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class [R] Certificates if at any time during the
taxable year of the pass-through entity a
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disqualified organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register
the transfer of any Class [R] Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class [R] Certificates and the provisions of Section 4.02(i) of
the Pooling and Servicing Agreement under which the Class [R] Certificates were
issued (in particular, clause (g) and (h) of Section 4.02(i) 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 4.02(i)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class [R] Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is
______________.
9. This affidavit and agreement relates only to the Class [R]
Certificates held by the Owner and not to any other holder of the Class [R]
Certificates. The Owner understands that the liabilities described herein relate
only to the Class [R] Certificates.
10. That no purpose of the Owner relating to the transfer of
any of the Class [R] Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
[R] Certificate that the Owner intends to pay taxes associated with holding such
Class [R] Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class [R]
Certificate.
12. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class [R] Certificates remain outstanding.
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<PAGE>
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13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
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<PAGE>
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IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
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<PAGE>
EXHIBIT J
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Southern Pacific Secured Assets Corp.
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Bankers Trust Company of California, N.A.
3 Park Plaza
Irvine, California 92714
Attention: Southern Pacific Secured Assets Corp. Series 1996-2
Re: MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of a ____% Percentage
Interests of Mortgage Pass-Through Certificates, Series 1996-2, [Class I S],
[Class II S] and [Class R] Certificates (collectively, the "Certificates"; and
each individually, a "Certificate"), pursuant to Section 4.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 8,
1996, among Southern Pacific Secured Assets Corp., as seller (the "Company"),
Advanta Mortgage Corp. USA, as Master Servicer, and Bankers Trust Company of
California, N.A., 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
Certificates by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit I. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in
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the future. The Seller understands that the transfer of a Class [R] Certificate
may not be respected for United States income tax purposes (and the Seller may
continue to be liable for United States income taxes associated therewith)
unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed
Transferee is not both a United States Person and a Permitted Transferee.
Very truly yours,
---------------------------------
(Seller)
By:
Name:
Title:
J-2
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EXHIBIT K
, 1996
Bankers Trust Company of California, N.A.
3 Park Plaza, 16th Floor
Irvine, California 92714
Re: Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates,
Series 1996-2, Class R
-------------------------------------
This letter is delivered to you in connection with the transfer by (the
"Seller") to (the "Purchaser") of Mortgage Pass-Through Certificates Series
1996-2, Class [R] (the "Certificates"), pursuant to Section 4.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May
8, 1996 among Southern Pacific Secured Assets Corp. as Company (the "Company"),
Advanta Mortgage Corp. USA, as Master Servicer, and Bankers Trust Company of
California, N.A., 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:
The Purchaser is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or other
Internal Revenue Code of 1986, as amended (the "Code"), nor a Person
acting directly on behalf of any such plan.
Very truly yours,
---------------------------------
(Purchaser)
By:
Name:
Title:
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<PAGE>
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EXHIBIT L
[RESERVED]
L-1
<PAGE>
-5-
EXHIBIT M
CERTIFICATE RE: PREPAID LOANS
I, , of Southern Pacific Funding Corporation, as Seller,
hereby certify that between the "Cut-Off Date" (as defined in the Pooling and
Servicing Agreement dated as of May 8, 1996 among Southern Pacific Secured
Assets Corp., Advanta Mortgage Corp. USA and Bankers Trust Company of
California, N.A., as trustees) and the "Startup Day" the following schedule of
"Mortgage Loans" (each as defined in the Pooling and Servicing Agreement) have
been prepaid in full.
Dated:
By:
---------------------------------
M-1
<PAGE>
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EXHIBIT N
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument (the
"Instrument"), dated ___________, 1996, between Southern Pacific Secured Assets
Corp., as seller (the "Company"), and Bankers Trust Company of California, N.A.,
as Trustee of the Southern Pacific Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 1996-2, as purchaser (the "Purchaser"), and pursuant to the
Pooling and Servicing Agreement, dated as of May 8, 1996, among the Company, as
company, Advanta Mortgage Corp. USA, as Master Servicer, and the Trustee, as
trustee (the "Pooling and Servicing Agreement"), the Company and the Purchaser
agree to the sale by the Company and the purchase by the Purchaser of the
Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
"Subsequent Mortgage Loans").
Capitalized terms used and not defined herein have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Section 1. CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.
(a) The Company does hereby sell, transfer, assign, set over
and convey to the Purchaser, without recourse, all of its right, title and
interest in and to the Subsequent Mortgage Loans, and including all principal
received and interest accruing on the Subsequent Mortgage Loans on and after the
related Subsequent Cut-Off Date, and all items with respect to the Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 of the Pooling and
Servicing Agreement; provided, however, that the Company reserves and retains
all right, title and interest in and to principal (including Prepayments and
Curtailments) received and interest accruing on the Subsequent Mortgage Loans
prior to the related Subsequent Cut-off Date. The Company, contemporaneously
with the delivery of this Agreement, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.03 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Company of the Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the Company, the Master Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Company.
(b) The expenses and costs relating to the delivery of the
Subsequent Mortgage Loans, this Instrument and the Pooling and Servicing
Agreement shall be borne by the Company.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS
PRECEDENT.
(a) The Company hereby affirms the representations and
warranties set forth in Section 3.03 of the Pooling and Servicing Agreement that
relate to the Subsequent Mortgage
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Loans as of the date hereof. The Company hereby confirms that each of the
conditions set forth in Section 2.08(b) of the Pooling and Servicing Agreement
are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict the provisions of this Instrument shall control over the
conflicting provisions of the Pooling and Servicing Agreement.
Section 3. RECORDATION OF INSTRUMENT.
To the extent permitted by applicable law, this Instrument, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of 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 at the Certificateholders' expense on direction of the Majority
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. GOVERNING LAW.
This Instrument shall be 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, without giving
effect to principles of conflicts of law.
Section 5. COUNTERPARTS.
This Instrument 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 instrument.
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Section 6. SUCCESSORS AND ASSIGNS.
This Instrument shall inure to the benefit of and be binding
upon the Company and the Purchaser and their respective successors and assigns.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By:
Name:
Title:
SOUTHERN PACIFIC SECURED ASSETS
CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
By: BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.,
as Trustee
By:
Name:
Title:
ATTACHMENTS
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
C. Opinions of Company's counsel (bankruptcy, corporate).
D. Company's Officer's certificate.
E. Trustee's Certificate.
F. Opinion of Trustee's Counsel.
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SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-2
________, 199__
A.
1. Subsequent Cut-off Date:
1. Pricing Date:
2. Subsequent Transfer Date:
3. Aggregate Principal Balance of the Subsequent Mortgage Loans
as of the Subsequent Cut-off Date:
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: _____ months
2. Minimum Mortgage Rate: _____ %
3. Maximum Mortgage Rate: _____ %
4. WAC of all Mortgage Loans: _____ %
5. WAM of all Mortgage Loans: _____ %
6. Balloon Loans: _____ %
7. Largest Principal Balance: $________
8. Non-owner occupied Mortgaged Properties: _____ %
9. California zip code concentration: _____ %
10. Condominiums: _____ %
11. Single-family: _____ %
12. Weighted average term since origination:
13. [June/July/August 1996] first payment date: _____ %
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EXHIBIT O
FORM OF INVESTOR REPRESENTATION LETTER
, 1996
Bankers Trust Company of California, N.A.
3 Park Plaza, 16th Floor
Irvine, California 92714
Re: Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates,
Series 1996-2
-------------------------------------
Ladies and Gentlemen:
________________________ (the "Purchaser") intends to purchase
from (the "Seller"), a ____% Percentage Interest of Mortgage Pass-Through
Certificates, Series 1996-2, Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of May 8, 1996 among Southern Pacific Secured Assets Corp., as Company (the
"Company"), Advanta Mortgage Corp. USA, as master servicer, and Bankers Trust
Company of California, N.A., as trustee (the "Trustee"). All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Company is not
required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified
pursuant to the provisions of the Act or any state securities
law, or if an exemption from such registration and
qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to
the foregoing effect.
2. The Purchaser is acquiring the Certificates for
its own account for investment only and not with a view to or
for sale in connection with any distribution thereof in any
manner that would violate the Act or any applicable state
securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
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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 copy of the Pooling and Servicing
Agreement and such other information concerning the
Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company
did not participate in or facilitate in any way the purchase
of the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and
not to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the Memorandum.
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or any other similar security from any person in any manner,
(c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of
(a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing
Agreement.
6. The Purchaser is not any employee benefit plan
subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the Internal Revenue Code of
1986, (the "Code"), nor a Person acting, directly or
indirectly, on behalf of any such plan, and understands that
registration of transfer of any
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Certificate to any such employee benefit plan, or to any
person acting on behalf of such plan, will not be made unless
such employee benefit plan delivers an opinion of its counsel,
addressed and satisfactory to the Trustee, the Company and the
Master Servicer, to the effect that the purchase and holding
of a Certificate by or on behalf of such employee benefit plan
would not result in the assets of the Trust Estate being
deemed to be "plan assets" and subject to the fiduciary
responsibility provisions of ERISA or the prohibited
transaction provisions of the Code (or comparable provisions
of any subsequent enactments), would not constitute or result
in a prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and would not subject the Company,
the Master Servicer or the Trustee to any obligation or
liability (including liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Pooling
and Servicing Agreement or any other liability. The Purchaser
understands that under current law such an opinion cannot be
rendered.
Very truly yours,
---------------------------------
By:
Name:
Title:
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EXHIBIT P
Form of Transferor Representation Letter
, 1996
Bankers Trust Company of California, N.A.
3 Park Plaza, 16th Floor
Irvine, California 92714
Re: Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates,
SERIES 1996-2
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 1996-2, Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of May 8, 1996 among Southern Pacific Secured Assets Corp., as company (the
"Company"), Advanta Mortgage Corp. USA, as master servicer, and Bankers Trust
Company of California, N.A., as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
P-1
<PAGE>
-2-
(Seller)
By:
Name:
Title:
P-2
<PAGE>
EXHIBIT Q
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates
Series 1996-2, Class ___, No. ___
The undersigned seller, as registered holder (the
"Transferor"), 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
Transferor hereby certifies the following facts: Neither the Transferor 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, 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, which would constitute a
distribution of the Rule 144A Securities under the Securities Act of 1933, as
amended (the "1933 Act"), or which 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 Transferor 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 Transferor, the Trustee and the Master Servicer pursuant to Section 5.02 of
the Pooling and Servicing Agreement 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
Transferor, the Trustee or the Master 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
Q-1
<PAGE>
in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security with, any person
in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized
or will it authorize any person to act, in such manner with respect to
the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the account of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
3. The Buyer warrants and represents to, and covenants with,
the Transferor, the Servicer and the Company that either (1) the Buyer is not an
employee benefit plan within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") ("Plan"), or a plan
within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986
(the "Code") (also a "Plan"), and the Buyer is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as investment manager of, as
named fiduciary of, as trustee of, or with assets of a Plan, or (2) the Buyer's
purchase of the Rule 144A Securities will not result in a prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.
4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
Q-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
- --------------------------------- ---------------------------------
Print Name of Transferor Print Name of Buyer
- --------------------------------- ---------------------------------
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
Q-3
<PAGE>
ANNEX 1 TO EXHIBIT Q
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.
___ 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.
- --------
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.
Q-1-1
<PAGE>
___ 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, territory or the District of
Columbia.
___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA PLAN. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ INVESTMENT ADVISER. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions,
or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees, or (b) employee
benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or
H.R.10 plans.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such
Q-1-2
<PAGE>
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:
---------------------------
Q-1-3
<PAGE>
ANNEX 2 TO EXHIBIT Q
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned
in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the statements made
Q-2-1
<PAGE>
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:
Q-2-2
<PAGE>
EXHIBIT R
MBIA INSURANCE CORPORATION,
as Insurer
SOUTHERN PACIFIC SECURED ASSETS CORP.,
as Company
ADVANTA MORTGAGE CORP. USA,
as Master Servicer
SOUTHERN PACIFIC FUNDING CORPORATION,
as Seller
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
INSURANCE AGREEMENT
SOUTHERN PACIFIC SECURED ASSETS CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
CLASS A CERTIFICATES
Dated as of May 8, 1996
<PAGE>
TABLE OF CONTENTS
(This Table of Contents is for convenience of reference only and shall
not be deemed to be a part of this Insurance Agreement. All capitalized terms
used in this Agreement and not otherwise defined shall have the meanings set
forth in Article I of this Agreement.)
<TABLE>
<CAPTION>
PAGE
ARTICLE I
DEFINITIONS
<S> <C> <C>
Section 1.01. General Definitions..........................................................................1
Section 1.02. Generic Terms................................................................................3
ARTICLE II
[Reserved] ..............................................................................................
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.01. Representations and Warranties of the Seller.................................................4
Section 3.02. Representations and Warranties of the Company................................................5
Section 3.03. Representations and Warranties of the Master Servicer........................................6
ARTICLE IV
THE POLICIES; REIMBURSEMENT; SECURITY
Section 4.01. Agreement To Issue the Policies..............................................................8
Section 4.02. Conditions Precedent to Issuance of the Policies.............................................8
Section 4.03. Premium......................................................................................9
Section 4.04. Payment Procedure............................................................................9
Section 4.05. Reimbursement and Additional Payment Obligation of Seller....................................9
Section 4.06. Indemnification by Seller and Master Servicer...............................................10
Section 4.07 Indemnification by Insurer..................................................................11
ARTICLE V
FURTHER AGREEMENTS
Section 5.01. Effective Date; Term of Agreement...........................................................11
Section 5.02. Waiver of Rights; Further Assurances and Corrective
Instruments.................................................................................11
Section 5.03. Obligations Absolute........................................................................11
Section 5.04. Assignments; Reinsurance; Third Party.......................................................12
Section 5.05. Liability of Insurer........................................................................12
Section 5.06. Insurer Undertaking.........................................................................12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARTICLE VI
DEFAULTS; REMEDIES
<S> <C>
Section 6.01. Defaults....................................................................................12
Section 6.02. Remedies; No Remedy Exclusive...............................................................13
Section 6.03. Waivers.....................................................................................13
ARTICLE VII
MISCELLANEOUS
Section 7.01. Amendments, Changes and Modifications.......................................................14
Section 7.02. Notices.....................................................................................14
Section 7.03. Severability................................................................................14
Section 7.04. Governing Law...............................................................................14
Section 7.05. Consent to Jurisdiction and Venue, Etc......................................................14
Section 7.06. Consent of Insurer..........................................................................14
Section 7.07. Counterparts................................................................................15
Section 7.08. Headings....................................................................................15
Section 7.09. Payment Under the Policies and Insurer Reimbursement;
Conflicting Provisions......................................................................15
</TABLE>
TESTIMONIUM......................................................Signature Page
SIGNATURES.......................................................Signature Page
<PAGE>
INSURANCE AGREEMENT
THIS INSURANCE AGREEMENT is made as of May 8, 1996 by and among MBIA
INSURANCE CORPORATION (the "Insurer"); SOUTHERN PACIFIC SECURED ASSETS CORP., in
its capacity as Company under the PSA (as defined below) (the "Company");
ADVANTA MORTGAGE CORP. USA, a Delaware Corporation, in its capacity as Master
Servicer (the "Master Servicer"); SOUTHERN PACIFIC FUNDING CORPORATION, in its
capacity as Seller (the "Seller"); and BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., a California banking corporation, in its capacity as trustee under the PSA
(the "Trustee").
RECITALS:
1. The Trustee, among other things, is authenticating $170,000,000
principal amount of Southern Pacific Secured Assets Corp., Mortgage Pass-Through
Certificates, Series 1996-2, Class A Certificates (the "Class A Certificates"),
pursuant to the PSA. The Class A Certificates will represent interests in the
Trust Fund (as defined in the PSA) created by the PSA. The assets of the Trust
Fund will consist of the Mortgage Loans, the Certificate Guaranty Insurance
Policies (the "Policies") and other assets as set forth in the PSA.
2. The Company has requested that the Insurer issue its Policies to
guarantee payment of Group I Insured Payments and Group II Insured Payments (as
defined in the Policies) to the Trustee for the benefit of the Owners of the
Class A Certificates upon such terms and conditions as were mutually agreed upon
by the parties and subject to the terms and conditions of the Policies.
3. The parties hereto desire to specify the conditions precedent to the
issuance of the Policies by the Insurer, the reimbursement of amounts paid by
the Insurer under the Policies, the security to be provided to the Insurer by
the Company and the Seller as an inducement for the Insurer to deliver the
Policies and to provide for certain other matters.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. GENERAL DEFINITIONS. The terms defined in this Article I
shall have the meanings provided herein for all purposes of this Agreement,
unless the context clearly requires otherwise, in both singular and plural form,
as appropriate. Capitalized terms used in this Agreement but not otherwise
defined herein will have the meanings assigned to such terms in the PSA.
"AGREEMENT" means this Insurance Agreement dated as of May 8, 1996,
including any amendments or any supplements hereto as herein permitted.
<PAGE>
"COMMITMENT" means the Commitment Letter, dated May 28, 1996, between
the Company and the Insurer, relating to the Class A Certificates.
"CUMULATIVE REALIZED LOSSES" means, as of any date of determination,
the aggregate amount of Unrecovered Amounts with respect to the Mortgage Loans
since the Cut-Off Date.
"EVENT OF DEFAULT" means any event of default set forth in Section
6.01 hereof.
"FINANCIAL STATEMENTS" means, with respect to the Seller and the Master
Servicer, the consolidated balance sheet and statement of income and retained
earnings.
"INDEMNIFICATION AGREEMENT" means the indemnification agreement dated
as of May 28, 1996 among the Insurer, Southern Pacific Funding Corporation, as
Company, Lehman Brothers, Inc. and Prudential Securities Incorporated and
executed in connection with the offering of the Class A Certificates.
"INSURER DEFAULT" means any failure of the Insurer to make payments
under the Policies in accordance with its terms.
"INSURER INSOLVENCY" means (i) the entry of a decree or order of a
court or agency having jurisdiction in respect of the Insurer 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 or other
similar official of the Insurer or of any substantial part of its property, or
the entering of an order for the winding up or liquidation of the affairs of the
Insurer and the continuance of any such decree or order undischarged or unstayed
and in force for a period of 90 consecutive days; (ii) the Insurer shall consent
to the appointment of a conservator or receiver or liquidator or other similar
official in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Insurer or of or
relating to all or substantially all of its property; or (iii) the Insurer shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of or otherwise voluntarily commence a case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations.
"LATE PAYMENT RATE" means the rate of interest publicly announced by
Citibank, N.A. at its principal office in New York, New York as its prime rate
(any change in such prime rate of interest to be effective on the date such
change is announced by Citibank, N.A.) plus 2%. The Late Payment Rate shall be
computed on the basis of a year of 365 days calculating the actual number of
days elapsed. In no event shall the Late Payment Rate exceed the maximum rate
permissible under law applicable to this Agreement limiting interest rates.
"MORTGAGE LOAN PURCHASE AGREEMENT" means the Mortgage Loan Purchase
Agreement dated May 8, 1996 between the Company and the Seller relating to the
sale of the Mortgage Loans to the Company.
"NOTICE OF MATERIAL EVENTS" means any notice required to be delivered
by the Company or the Master Servicer pursuant to the terms of the PSA.
"ORIGINATORS" means Southern Pacific Funding Corporation and Oceanmark
Bank, FSB.
<PAGE>
"OWNER" means each Class A Certificateholder (as defined in the PSA)
who, on the applicable Remittance Date, is entitled under the terms of the Class
A Certificate to payment thereunder.
"PREMIUM PERCENTAGE" means, with respect to the Group I Loans or the
Group II Loans, 0.17%.
"PROSPECTUS SUPPLEMENT" means the form of final Prospectus Supplement
dated May 28, 1996.
"PSA" means the Pooling and Servicing Agreement dated as of May 8, 1996
among the Company, the Master Servicer and the Trustee, including any amendments
and supplements thereto as therein and herein permitted.
"REGISTRATION STATEMENT" means the Registration Statement on Form S-3
of the Company relative to the Class A Certificates.
"STATE" means the State of New York.
"TERM OF THE AGREEMENT" shall be determined as provided in Section
5.01 hereof.
"TRANSACTION DOCUMENTS" means this Agreement, the PSA, the
Indemnification Agreement, the Mortgage Loan Purchase Agreement, the
Underwriting Agreement, the Registration Statement and the Certificates.
"UNDERWRITERS" means Lehman Brothers Inc. and Prudential Securities
Incorporated.
"UNRECOVERED AMOUNTS" means, with respect to any Liquidated Mortgage
Loan, the Liquidated Loan Loss (as defined in the PSA).
Section 1.02. GENERIC TERMS. All words used herein shall be construed
to be of such gender or number as the circumstances require. This "Agreement"
shall mean this Agreement as a whole and as the same may, from time to time
hereafter, be amended, supplemented or modified. The words "herein," "hereby,"
"hereof," "hereto," "hereinabove" and "hereinbelow," and words of similar
import, refer to this Agreement as a whole and not to any particular paragraph,
clause or other subdivision hereof, unless otherwise specifically noted.
ARTICLE II
[Reserved]
<PAGE>
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.01. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
represents and warrants to, and covenants with, the other parties hereto as
follows:
(a) REPRESENTATIONS AND WARRANTIES OF THE SELLER CONTAINED IN
OTHER TRANSACTION DOCUMENTS. All of the representations or warranties,
if any, made by the Seller in any of the other Transaction Documents
are incorporated as if fully set forth herein for the benefit of the
Insurer and are true and correct as of the Startup Day.
(b) VALID AND BINDING AGREEMENT. The Transaction Documents to
which the Seller is a party constitute, and when executed (if not
previously) will constitute, the legal, valid and binding agreements of
the Seller, enforceable against the Seller in accordance with their
respective terms, except as the enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or limiting creditors' rights generally or general
equitable principles, as such relate to the Seller.
(c) FINANCIAL STATEMENTS. The Financial Statements supplied to
the Insurer prior to the Startup Day (i) are, as of the dates and for
the periods referred to therein, complete and correct in all material
respects, (ii) present fairly the financial condition and results of
operations of the Seller as of the dates and for the periods indicated
and (iii) have been prepared in accordance with generally accepted
accounting principles consistently applied, except as noted therein and
subject to year-end adjustments with respect to interim statements.
Since the date of such Financial Statements, there has been no material
adverse change in such condition or operations of the Seller.
(d) COMPLIANCE WITH LAW, REGULATIONS, ETC. Except as disclosed
in writing to the Insurer or in the Prospectus Supplement, the Seller
has not had any notice or any reason to believe that any practice,
procedure or policy employed by the Seller in the conduct of its
business violates any law, regulation, judgment or agreement applicable
to the Seller which, if enforced, would (i) have a material adverse
effect on the ability of the Seller to do business, (ii) have a
material adverse effect on the earnings or financial condition of the
Seller or (iii) constitute grounds for the revocation of any license,
charter, permit or registration which is material to the conduct of the
business of the Seller. Except as disclosed in writing to the Insurer
or in the Prospectus Supplement, the Seller is not in breach of or in
default under any applicable law or administrative regulation of any
department, division, agency or instrumentality which has jurisdiction
over it or any applicable judgment or decree or any loan agreement,
note, resolution, certificate, agreement or other instrument to which
the Seller is a party or is otherwise subject.
(e) DELIVERY OF INFORMATION. None of the Transaction Documents
nor any other documents, reports, notices, operating agreements,
schedules, certificates, statements or other writings (collectively,
the "Documents") furnished to the Insurer by or on behalf of the Seller
contain any statement of a material fact by the Seller which was untrue
or misleading in any material respect when made. Since the furnishing
of the
<PAGE>
Documents, there has been no change nor any development or event
involving a prospective change which would render any of the
Transaction Documents untrue or misleading in a material respect.
(f) CONTINUING INFORMATION. Upon the request of the Insurer,
the Seller shall furnish, with reasonable promptness, any financial
data, financial reports and other data relating to themselves as the
Insurer may reasonably request.
(g) ACCESS TO RECORDS; DISCUSSIONS WITH OFFICERS AND
ACCOUNTANTS. The Seller shall, upon the request of the Insurer, permit
the Insurer, or its authorized agent, at reasonable times and upon
reasonable notice, to inspect the Seller's books and records as they
may relate to the Class A Certificates, the Mortgage Loans and the
Seller's obligations under the Transaction Documents and to discuss the
Seller's affairs, finances and accounts with an appropriate authorized
officer of the Seller.
(h) NOTICE OF MATERIAL EVENTS. The Seller shall promptly
deliver to the Insurer any Notice of Material Event.
(i) IMPAIRMENT OF RIGHTS. The Seller shall not take any
action, or fail to take any action, if such action or failure to take
action will have a material adverse effect on the Insurer's ability to
enforce its rights under any of the Transaction Documents.
Section 3.02. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to, and covenants with, the other
parties as follows:
(a) REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED IN
OTHER TRANSACTION DOCUMENTS. All of the representations or warranties,
if any, made by the Company in any of the other Transaction Documents
are incorporated as if fully set forth herein for the benefit of the
Insurer and are true and correct as of the Startup Day.
(b) VALID AND BINDING AGREEMENT. The Transaction Documents to
which the Company is a party constitute, and when executed (if not
previously) will constitute, the legal, valid and binding agreements of
the Company enforceable against the Company in accordance with their
respective terms, except as the enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or limiting creditors' rights generally or general
equitable principles, as such relate to the Company.
(c) COMPLIANCE WITH LAW, REGULATIONS, ETC. Except as disclosed
in writing to the Insurer or in the Prospectus Supplement, the Company
does not have any notice or any reason to believe that any practice,
procedure or policy employed by the Company in the conduct of its
business violates any law, regulation, judgment or agreement applicable
to the Company which, if enforced, would (i) have a material adverse
effect on the ability of the Company to do business, (ii) have a
material adverse effect on the earnings or financial condition of the
Company or (iii) constitute grounds for the revocation of any license,
charter, permit or registration which is material to the conduct of the
business of the Company. Except as disclosed in writing to the Insurer
or in the Prospectus Supplement, the Company is not in breach of or in
default under any applicable law or administrative regulation of any
department, division, agency or
<PAGE>
instrumentality which has jurisdiction over it or any applicable
judgment or decree or any loan agreement, note, resolution,
certificate, agreement or other instrument to which the Company is a
party or otherwise subject.
(d) DELIVERY OF INFORMATION. None of the Transaction Documents
or any other documents, reports, notices, operating agreements,
schedules, certificates, statements or other writings (collectively,
the "Documents") furnished to the Insurer by or on behalf of the
Company contain any statement of a material fact by the Company which
was untrue or misleading in any material respect when made. Since the
furnishing of the Documents, there has been no change or any
development or event involving a prospective change which would render
any of the Transaction Documents untrue or misleading in a material
respect.
(e) CONTINUING INFORMATION. Upon the request of the Insurer,
the Company shall furnish, with reasonable promptness, any financial
data, financial reports and other data relating to itself as the
Insurer may reasonably request.
(f) NOTICE OF MATERIAL EVENTS. The Company shall promptly
deliver to the Insurer any Notice of Material Event.
(g) IMPAIRMENT OF RIGHTS. The Company shall not take any
action, or fail to take any action, if such action or failure to take
action will interfere with the enforcement of any rights under the
Transaction Documents.
(h) SECURITIES LAW COMPLIANCE. The Company represents and
warrants that neither the offer nor the sale of the Certificates to the
Underwriter has been or will be in violation of the Securities Act of
1933. The Company further represents and warrants that it is not
required to be registered as an "investment company" under the
Investment Company Act of 1940, as amended.
Section 3.03. REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER. The Master Servicer represents and warrants to, and covenant
with, the other parties hereto as follows:
(a) REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER
CONTAINED IN OTHER TRANSACTION DOCUMENTS. All of the representations or
warranties, if any, made by the Master Servicer in any of the other
Transaction Documents are incorporated as if fully set forth herein for
the benefit of the Insurer and are true and correct as of the Startup
Day.
(b) VALID AND BINDING AGREEMENT. The Transaction Documents to
which the Master Servicer is a party constitute, and when executed (if
not previously) will constitute, the legal, valid and binding
agreements of the Master Servicer, enforceable against the Master
Servicer in accordance with their respective terms, except as the
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
limiting creditors' rights generally or general equitable principles,
as such relate to the Master Servicer.
(c) FINANCIAL STATEMENTS. The Financial Statements supplied to
the Insurer prior to the Startup Day (i) are, as of the dates and for
the periods referred to therein,
<PAGE>
complete and correct in all material respects, (ii) present fairly the
financial condition and results of operations of the Master Servicer as
of the dates and for the periods indicated and (iii) have been prepared
in accordance with generally accepted accounting principles
consistently applied, except as noted therein and subject to year-end
adjustments with respect to interim statements. Since the date of such
Financial Statements, there has been no material adverse change in such
condition or operations of the Master Servicer.
(d) COMPLIANCE WITH LAW, REGULATIONS, ETC. Except as disclosed
in writing to the Insurer or in the Prospectus Supplement, the Master
Servicer has not had any notice or any reason to believe that any
practice, procedure or policy employed by the Master Servicer in the
conduct of its business violates any law, regulation, judgment or
agreement applicable to the Master Servicer which, if enforced, would
(i) have a material adverse effect on the ability of the Master
Servicer to do business, (ii) have a material adverse effect on the
earnings or financial condition of the Master Servicer or (iii)
constitute grounds for the revocation of any license, charter, permit
or registration which is material to the conduct of the business of the
Master Servicer. Except as disclosed in writing to the Insurer or in
the Prospectus Supplement, the Master Servicer is not in breach of or
in default under any applicable law or administrative regulation of any
department, division, agency or instrumentality which has jurisdiction
over it or any applicable judgment or decree or any loan agreement,
note, resolution, certificate, agreement or other instrument to which
the Master Servicer is a party or is otherwise subject.
(e) DELIVERY OF INFORMATION. None of the Transaction Documents
nor any other documents, reports, notices, operating agreements,
schedules, certificates, statements or other writings (collectively,
the "Documents") furnished to the Insurer by or on behalf of the Master
Servicer contain any statement of a material fact by the Master
Servicer which was untrue or misleading in any material respect when
made. Since the furnishing of the Documents, there has been no change
nor any development or event involving a prospective change which would
render any of the Transaction Documents untrue or misleading in a
material respect.
(f) CONTINUING INFORMATION. Upon the request of the Insurer,
the Master Servicer shall furnish, with reasonable promptness, any
financial data, financial reports and other data relating to themselves
as the Insurer may reasonably request.
(g) ACCESS TO RECORDS; DISCUSSIONS WITH OFFICERS AND
ACCOUNTANTS. The Master Servicer shall, upon the request of the
Insurer, permit the Insurer, or its authorized agent, at reasonable
times and upon reasonable notice, to inspect the Master Servicer's
books and records as they may relate to the Class A Certificates, the
Mortgage Loans and the Master Servicer's obligations under the
Transaction Documents and to discuss matters relating to the Class A
Certificates, the Mortgage Loans or the Master Servicer's obligations
under the Transactions Documents with an appropriate authorized officer
of the Master Servicer.
(h) NOTICE OF MATERIAL EVENTS. The Master Servicer shall
promptly deliver to the Insurer any Notice of Material Event.
<PAGE>
(i) IMPAIRMENT OF RIGHTS. The Master Servicer shall not take
any action, or fail to take any action, if such action or failure to
take action will have a material adverse effect on the Insurer's
ability to enforce its rights under any of the Transaction Documents.
ARTICLE IV
THE POLICIES; REIMBURSEMENT; SECURITY
Section 4.01. AGREEMENT TO ISSUE THE POLICIES. The Insurer agrees,
subject to the conditions set forth in Section 4.02 hereof, to issue the
Policies on the Startup Day.
Section 4.02. CONDITIONS PRECEDENT TO ISSUANCE OF THE POLICIES. The
Seller (and, to the extent expressly set forth in this Section 4.02, the Company
and the Master Servicer) shall have complied with the terms and satisfied the
conditions precedent set forth below:
(a) the Seller shall have paid or caused to be paid the
premium in accordance with Section 4.03 hereof;
(b) compliance with all requirements of the Commitment;
(c) receipt by the Insurer of true and correct copies of
any governmental approvals necessary for the transactions contemplated
by this Agreement and the PSA or a certificate to the effect that no
such approvals are necessary; and
(d) the Insurer shall have received a certificate of an
authorized officer of each of the Company, the Seller and the Master
Servicer certifying the name and true signatures of the officers of the
Company, the Seller and the Master Servicer executing the Transaction
Documents. The Insurer shall also have received certificates from the
Seller stating that:
(i) There is no pending action or proceeding before
any court, governmental agency or authority, regulator or
administrative body or arbitrator against the Seller or
involving the Seller and, to the best of its knowledge, there
shall be no threatened action or proceeding affecting the
Seller, before any court, governmental agency or authority,
regulatory or administrative body or arbitrator which, in the
case of any such pending or threatened action or proceeding,
would be reasonably likely to materially and adversely affect
the financial condition or other such day to day operations of
the Seller or the validity or enforceability of the Mortgage
Loans or any of the documents, including but not limited to
the PSA.
(ii) No material event of default on the part of the
Seller has occurred under any agreement entailing financial
obligations, which default would materially adversely impact
the financial condition or operations of the Seller or legal
documents associated with the transaction. In addition, no
material event of default has occurred on any outstanding
obligation on the part of the Seller which would materially
adversely affect the financial condition or operations of
Seller.
<PAGE>
Issuance of the Policies will be conclusive evidence of satisfaction or waiver
of any of the conditions set forth in this Section 4.02.
Section 4.03. PREMIUM. In consideration of the issuance by the Insurer
of the Policies, the Company and the Seller shall pay to the Insurer with
respect to the Policies the initial upfront premium set forth in paragraph one
of the Commitment. Thereafter, the Trustee shall pay to the Insurer the
insurance premium in accordance with the terms of the PSA.
Section 4.04. PAYMENT PROCEDURE. All payments to be made to the Insurer
under this Agreement shall be made to the Insurer in lawful currency of the
United States of America in immediately available funds at the notice address
for the Insurer as specified in the PSA on the date when due. Payments to be
made to the Insurer under this Agreement shall bear interest at the Late Payment
Rate from the date when due to the date paid, provided that reimbursement to the
Insurer of Group I Insured Payments and Group II Insured Payments shall be made
in accordance with the terms of the PSA at the reimbursement rate established
for the Group I Reimbursement Amount or Group II Reimbursement Amount, as
applicable, all in accordance with the terms of the PSA (the "Reimbursement
Rate"). If the Trustee is required to pay any amounts to the Insurer from moneys
available therefor under the PSA and the Trustee fails timely to pay any such
amount at a time when such moneys are available, the Trustee shall reimburse the
Company for any resulting penalty interest if the Trustee's failure was due to
negligence, bad faith or willful misconduct.
Section 4.05. REIMBURSEMENT AND ADDITIONAL PAYMENT OBLIGATION OF
SELLER. The Seller agrees to reimburse the Insurer, immediately and without
demand, for any and all charges, fees, costs and expenses that the Insurer may
reasonably pay or incur including, but not limited to, reasonable attorneys' and
accountants' fees and reasonably expenses, in connection with (a) any accounts
established to facilitate payments under the Policies to the extent the Insurer
has not been immediately reimbursed on the date that any amount is paid by the
Insurer under the Policies, (b) the administration, enforcement, defense or
preservation of any rights in respect of any of the Transaction Documents,
including defending, monitoring or participating in any litigation or proceeding
(including any insolvency or bankruptcy proceeding in respect of any Transaction
participant or any affiliate thereof) relating to any of the Transaction
Documents, any party to any of the Transaction Documents, in its capacity as
such a party, or the transaction or (c) any amendment, waiver or other action
with respect to, or related to, any Transaction Document, whether or not
executed or completed.
Section 4.06. INDEMNIFICATION BY SELLER AND MASTER SERVICER. (a) In
addition to any and all rights of reimbursement, indemnification, subrogation
and any other rights pursuant hereto or under law or in equity, the Seller
agrees to pay, and to protect, indemnify and save harmless, the Insurer and its
employees and agents from and against any and all claims, losses, liabilities
(including penalties), actions, suits, judgments, demands, damages, costs or
expenses (including, but not limited to, reasonable attorneys' and accountants'
fees and reasonable expenses) of any nature arising out of or relating to the
transactions contemplated by the Transaction Documents by reason of: (i) the
gross negligence, bad faith, willful misconduct, misfeasance, malfeasance, or
theft committed by any director, officer, employee or agent of the Seller; (ii)
the breach by the Seller of any representation or warranty or the failure on the
part of the Seller to perform any covenant under the Transaction Documents to
the extent that any such breach or such failure to perform has not been remedied
as set forth in the Transaction Documents; (iii) the
<PAGE>
occurrence, in respect of the Seller, under any of the Transaction Documents, of
any event of default or any event which, with the giving of notice or the lapse
of time or both, would constitute an event of default; or (iv) any untrue
statement of a material fact contained in the Prospectus Supplement (other than
with respect to the Insurer Information) or any omission to state therein a
material fact required to be stated therein or necessary to make the statements
made, in light of the circumstances under which they were made, not misleading.
(b) In addition to any and all rights of reimbursement,
indemnification, subrogation and any other rights pursuant hereto or under law
or in equity, the Master Servicer agrees to pay, and to protect, indemnify and
save harmless, the Insurer and its employees and agents from and against any and
all claims, losses, liabilities (including penalties), actions, suits,
judgments, demands, damages, costs or expenses (including, but not limited to,
reasonable attorneys' and accountants' fees and reasonable expenses) of any
nature arising out of or relating to the transactions contemplated by the
Transaction Documents by reason of: (i) the gross negligence, bad faith, willful
misconduct, misfeasance, malfeasance, or theft committed by any director,
officer, employee or agent of the Master Servicer; (ii) the breach by the Master
Servicer of any representation or warranty or the failure on the part of the
Master Servicer to perform any covenant under the Transaction Documents to the
extent that any such breach or such failure to perform has not been remedied as
set forth in the Transaction Documents; (iii) the occurrence, in respect of the
Master Servicer, under any of the Transaction Documents, of any event of default
or any event which, with the giving of notice or the lapse of time or both,
would constitute an event of default; or (iv) any untrue statement of a material
fact contained in the Prospectus Supplement under the headings "POOLING AND
SERVICING AGREEMENT--THE MASTER SERVICER" and "DELINQUENCY AND LOSS EXPERIENCE
OF THE MASTER SERVICER" or any omission to state therein a material fact
required to be stated therein or necessary to make the statements made, in light
of the circumstances under which they were made, not misleading.
(c) Each of the Seller and the Master Servicer agrees to pay to the
Insurer, immediately and without demand, interest on any and all amounts
required to be paid by the Seller or Master Servicer, including but not limited
to those amounts described in this Section 4.06(a) and 4.06(b), respectively,
and in the case of the Seller, in Section 4.03 and 4.05, from the date payable
until payment thereof is made in full. Such interest shall be payable at the
Late Payment Rate per annum.
Section 4.07 INDEMNIFICATION BY INSURER. The Insurer hereby agrees,
upon the terms and subject to the conditions set forth with respect to
indemnification to the Seller and the Underwriters (as defined in the
Indemnification Agreement) pursuant to the Indemnification Agreement, to
indemnify, defend and hold harmless the Master Servicer against any and all
Losses (as defined in the Indemnification Agreement) incurred by the Master
Servicer with respect to the offer and sale of any of the Class A Certificates
and resulting from the Insurer's breach of any of its representations and
warranties set forth in Section 2 of the Indemnification Agreement.
<PAGE>
ARTICLE V
FURTHER AGREEMENTS
Section 5.01. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall
take effect on the date on which the Policies is issued and shall remain in
effect until such time as the Insurer is no longer subject to a claim under the
Policies and all amounts payable by the Company, the Seller and the Master
Servicer hereunder or under the PSA and under the Certificates have been paid in
full.
Section 5.02. WAIVER OF RIGHTS; FURTHER ASSURANCES AND CORRECTIVE
INSTRUMENTS. (a) Excepting at such times as an Insurer Insolvency or Insurer
Default shall exist or shall have occurred, none of the Company, the Seller, the
Master Servicer or the Trustee shall grant any waiver of rights under any of the
Transaction Documents to which any of them is a party without the prior written
consent of the Insurer (unless such waiver is expressly permitted by the
applicable Transaction Document), and any amendment or supplement to the
Transaction Documents without the written consent of the Insurer shall be null
and void and of no force or effect (unless such amendment is expressly permitted
by the applicable Transaction Document).
(b) The Company, the Seller, the Master Servicer and the Trustee each
agrees that it will, from time to time, execute, acknowledge and deliver, or
cause to be executed, acknowledged and delivered, such supplements hereto and
such further instruments as the Insurer reasonably may request or require to
effectuate the intention of or to facilitate the performance of this Agreement.
Section 5.03. OBLIGATIONS ABSOLUTE. The obligations of each of the
Insurer, the Company, the Seller and the Master Servicer hereunder shall be
absolute and unconditional, and shall not be subject to, and each of the
Insurer, the Company, the Seller and the Master Servicer hereby waives its
rights of, abatement, diminution, postponement or deduction, or to any defense
other than payment, or to any right of setoff or recoupment arising out of any
breach under any of the Transaction Documents, by any party thereto or any
beneficiary thereof, or out of any obligation at any time owing to any of the
Insurer, the Company, the Seller or the Master Servicer. Nothing herein shall be
construed as prohibiting the Insurer, the Company, the Seller or the Master
Servicer from pursuing any rights or remedies it may have against any other
person or entity in a separate legal proceeding. The obligations of the Insurer,
the Company, the Seller and the Master Servicer hereunder are absolute and
unconditional and will be paid or performed strictly in accordance with this
Agreement.
Section 5.04. ASSIGNMENTS; REINSURANCE; THIRD PARTY. (a) This Agreement
shall be a continuing obligation of each of the Company, the Seller and the
Master Servicer and shall (i) be binding upon each of the Company, the Seller
and the Master Servicer and their respective successors and assigns and (ii)
inure to the benefit of and be enforceable by the Insurer and its successors,
transferees and assigns. The Company, the Seller and the Master Servicer may not
assign this Agreement, or delegate any of their duties hereunder, without the
prior written consent of the Insurer.
(b) The Insurer shall have the right to give participations in its
rights under this Agreement and to enter into contracts of reinsurance with
respect to the Policies and each such participant or reinsurer shall be entitled
to the benefit of any representation, warranty, covenant
<PAGE>
and obligation of each of the Company, the Seller and the Master Servicer
hereunder as if such participant or reinsurer was a party hereto; provided that
no such grant of participation shall operate to relieve the Insurer of any of
its obligations hereunder or under the Policies.
(c) Except as provided herein with respect to participants and
reinsurers, nothing in this Agreement shall confer any right, remedy or claim,
express or implied, upon any person, including, particularly, any Owner of a
Class A Certificate, other than the Insurer, against the Company, the Seller or
the Master Servicer, and all the terms, covenants, conditions, promises and
agreements contained herein shall be for the sole and exclusive benefit of the
parties hereto and their successors. Neither the Trustee nor any Owner of a
Class A Certificate shall have any right to payment from the premium paid
pursuant to Section 4.03 hereof.
Section 5.05. LIABILITY OF INSURER. The Insurer shall not be
responsible for any act or omission of the Trustee with respect to its use of
the Policies. Neither the Insurer nor any of its officers, directors or
employees shall be liable or responsible for: (a) the use which may be made of
the Policies by or for any acts or omissions of the Trustee in connection
therewith; or (b) the validity, sufficiency, accuracy or genuineness of
documents, or of any endorsement(s) thereon, submitted by any person in
connection with a claim under the Policies, even if such documents should in
fact prove to be in any or all respects invalid, insufficient, fraudulent or
forged, unless the Insurer has actual knowledge thereof. In furtherance and not
in limitation of the foregoing, the Insurer may accept documents that appear on
their face to be in order, without responsibility for further investigation.
Section 5.06. INSURER UNDERTAKING. The Insurer will furnish to the
Seller, upon reasonable request, copies of the Insurer's most recent financial
statements (annual or interim, as the case may be) which fairly present in all
material respects the financial condition of the Insurer as of the dates and for
the period indicated, in accordance with generally accepted accounting
principles consistently applied except as noted therein.
ARTICLE VI
DEFAULTS; REMEDIES
Section 6.01. DEFAULTS. The occurrence of either of the following
events shall constitute an Event of Default hereunder:
(a) any representation or warranty made by the Company or the
Seller under any of the Transaction Documents shall prove to be untrue
or incomplete in any material respect; provided, however, that if the
Company or the Seller effectively cures any such defect in any
representation or warranty under such Transaction Document within the
time period specified in the related Transaction Document as the cure
period therefor, such defect shall not in and of itself constitute an
Event of Default hereunder; or
(b) the Company or the Seller shall fail to pay when due any
amount payable by the Company or the Seller under any of the
Transaction Documents, unless such amounts are paid in full within the
applicable cure period explicitly provided for under the related
Transaction Document.
Section 6.02. REMEDIES; NO REMEDY EXCLUSIVE. (a) Upon the occurrence of
an Event
<PAGE>
of Default, the Insurer may exercise any one or both of the rights and remedies
set forth below:
(i) exercise any rights and remedies under the Indemnification
Agreement in accordance with its terms; or
(ii) take whatever action at law or in equity as may appear
necessary or desirable in its judgment to collect the amounts then due
and thereafter to become due under this Agreement, or to enforce
performance and observance of any obligation, agreement or covenant of
the Company or the Seller under this Agreement or the Indemnification
Agreement.
(b) Unless otherwise expressly provided, no remedy herein conferred
upon or reserved is intended to be exclusive of any other available remedy, but
each remedy shall be cumulative and shall be in addition to other remedies given
under this Agreement, the PSA or existing at law or in equity. No delay or
omission to exercise any right or power accruing under this Agreement or the PSA
upon the happening of any event set forth in Section 6.01 hereof shall impair
any such right or power or shall be construed to be a waiver thereof, but any
such right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle the Insurer to exercise any remedy
reserved to the Insurer in this Article, it shall not be necessary to give any
notice, other than such notice as may be expressly required in this Article.
Section 6.03. WAIVERS. (a) No failure by any of the parties to
exercise, and no delay by any of the parties in exercising, any right hereunder
shall operate as a waiver thereof. The exercise by any of the parties of any
right hereunder shall not preclude the exercise of any other right, and the
remedies provided herein to each of the parties are declared in every case to be
cumulative and not exclusive of any remedies provided by law or equity.
(b) The Insurer shall have the right, to be exercised in its complete
discretion, to waive any Event of Default hereunder, by a writing setting forth
the terms, conditions and extent of such waiver signed by the Insurer and
delivered to the Company and the Seller. Unless such writing expressly provides
to the contrary, any waiver so granted shall extend only to the specific event
or occurrence which gave rise to the Event of Default so waived and not to any
other similar event or occurrence which occurs subsequent to the date of such
waiver.
ARTICLE VII
MISCELLANEOUS
Section 7.01. AMENDMENTS, CHANGES AND MODIFICATIONS. This Agreement may
be amended, changed, modified, altered or terminated only by written instrument
or written instruments signed by the Insurer, the Company, the Seller and the
Master Servicer. The Company, the Seller, the Master Servicer and the Insurer
also agree to provide prior written notification to both Moody's and S&P of any
amendment to this Agreement.
Section 7.02. NOTICES. All demands, notices and other communications 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 the recipient at the addresses set forth in the PSA.
<PAGE>
Section 7.03. SEVERABILITY. In the event any provision of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate or
render unenforceable any other provision hereof. The parties hereto further
agree that the holding by any court of competent jurisdiction that any remedy
pursued by any party hereunder is unavailable or unenforceable shall not affect
in any way the ability of any party to pursue any other remedy available to it.
Section 7.04. GOVERNING LAW. This Agreement shall be construed, and the
obligations, rights and remedies of the parties hereunder shall be determined,
in accordance with the laws of the State of New York.
Section 7.05. CONSENT TO JURISDICTION AND VENUE, ETC. Each of the
Insurer, the Company, the Seller and the Master Servicer irrevocably (i) agrees
that any suit, action or other legal proceeding arising out of or relating to
this Agreement, the PSA or any of the other Transaction Documents may be brought
in a court of record in the Borough of Manhattan, City of New York, State of New
York or in the Courts of the United States of America located in such state,
(ii) consents to the jurisdiction of each such court in any such suit, action or
proceeding and (iii) waives any objection which it may have to the laying of
venue of any such suit, action or proceeding in any of such courts and any claim
that any such suit, action or proceeding has been brought in an inconvenient
forum.
Nothing in this Section 7.05 shall affect the right of the Insurer to
serve legal process in any manner permitted by law or affect the right of the
Insurer to bring any suit, action or proceeding against the Company, the Seller
or the Master Servicer or their respective property in the courts of any other
jurisdiction.
Section 7.06. CONSENT OF INSURER. In the event that the Insurer's
consent is required under the terms hereof or any term of the PSA, it is
understood and agreed that, except as otherwise provided expressly herein or
therein, the determination whether to grant or withhold such consent shall be
made solely by the Insurer in its absolute discretion. The Insurer hereby agrees
that it will respond to any request for consent in a timely manner, taking into
consideration the business of the Company, the Seller and the Master Servicer.
Section 7.07. COUNTERPARTS. This Agreement may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.
Section 7.08. HEADINGS. The headings of sections contained in this
Agreement are provided for convenience only. They form no part of this Agreement
and shall not affect its construction or interpretation. All references to
sections or subsections of this Agreement refer to the corresponding sections or
subsections of this Agreement.
Section 7.09. PAYMENT UNDER THE POLICIES AND INSURER REIMBURSEMENT;
CONFLICTING PROVISIONS. In the event of any inconsistency between the provisions
of this Agreement and the provisions of the PSA as such provisions relate to
making claims under the Policies or as such provisions relate to the
reimbursement of the Insurer with respect to Group I Reimbursement Amounts or
Group II Reimbursement Amounts, the provisions of the PSA shall govern.
<PAGE>
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT PLANK; SIGNATURE
PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
all as of the day and year first above mentioned.
MBIA INSURANCE CORPORATION,
as Insurer
By
--------------------------
SOUTHERN PACIFIC SECURED
ASSETS CORPORATION, as Company
By
--------------------------
ADVANTA MORTGAGE CORP. USA,
as Master Servicer
By
--------------------------
SOUTHERN PACIFIC
FUNDING CORPORATION,
as Seller
By
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BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By
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