______________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 27, 1996
FARMER MAC MORTGAGE SECURITIES CORPORATION (as depositor
under the Trust Agreement, dated as of June 1, 1996, as
supplemented by an Issue Supplement, dated June 1, 1996,
providing for the issuance of Guaranteed Agricultural
Mortgage-Backed Securities, Series 6/27/96)
Farmer Mac Mortgage Securities Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-6325 52-1779791
____________________________ _____________ _______________
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
919 18th Street, N.W. 20006
Washington, D.C. _____________
________________________________ (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (202) 872-7700
No Change
_____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
A. The Registrant registered issuances of Guaranteed
Agricultural Mortgage-Backed Securities on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"), by a Registration Statement on Form
S-3 (Registration File No. 333-6325) (the "Registration
Statement"). Pursuant to the Registration Statement, the
Registrant issued approximately $120,711,946 in aggregate
principal amount of its Guaranteed Agricultural Mortgage-Backed
Securities, Series 6/27/96 (the "Certificates") on June 28, 1996.
This Current Report on Form 8-K is being filed to satisfy an
undertaking, in connection with the Prospectus dated June 26,
1996 and the Prospectus Supplement dated June 26, 1996, to file a
copy of the Trust Agreement executed in connection with the
issuance of the Certificates, a form of which was filed as an
exhibit to the Registration Statement, a copy of the Issue
Supplement and a copy of the Qualified Loan Schedule.
The Certificates were issued pursuant to a Trust Agreement
attached hereto as Exhibit 4.1, dated as of June 1, 1996, among
Farmer Mac Mortgage Securities Corporation, as Depositor, Federal
Agricultural Mortgage Corporation, as Guarantor, and First Trust
National Association, N.A., as Trustee, as supplemented by an
Issue Supplement, dated June 1, 1996, attached hereto as Exhibit
4.2. The Certificates evidence all the beneficial ownership
interest in a trust fund that contains a pool of fixed rate,
agricultural real estate mortgage loans (the "Qualified Loans")
with an aggregate outstanding principal balance of approximately
$120,711,946 as of June 1, 1996, as noted in the Qualified Loan
Schedule attached hereto as Exhibit 99.1, together with certain
other assets. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Trust
Agreement.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS; PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
4.1 Trust Agreement, dated as of
June 1, 1996, among Farmer Mac Mortgage
Securities Corporation, as Depositor, Federal
Agricultural Mortgage Corporation, as
Guarantor, and First Trust National
Association, N.A., as Trustee.
4.2 Issue Supplement, dated as of
June 1, 1996, among Farmer Mac Mortgage
Securities Corporation, as Depositor, Federal
Agricultural Mortgage Corporation, as
Guarantor, and First Trust National
Association, N.A., as Trustee.
99.1 Qualified Loan Schedule.
<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 hereunto duly authorized.
FARMER MAC MORTGAGE SECURITIES
CORPORATION
By:/s/ Christopher Dunn
_____________________________
Name: Christopher Dunn
Title: Vice President
Dated: July 2, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
4.1 Trust Agreement
4.2 Issue Supplement
99.1 Qualified Loan Schedule
<PAGE>
EXHIBIT 4.1
Trust Agreement
<PAGE>
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
GUARANTEED REMIC AGRICULTURAL MORTGAGE-BACKED
SECURITIES PROGRAM
FORM OF TRUST AGREEMENT
THIS TRUST AGREEMENT made, executed and published as of the
first day of June 1996, at Washington, D.C., among the Federal
Agricultural Mortgage Corporation (herein called "Farmer Mac"), a
federally chartered instrumentality of the United States, Farmer
Mac Mortgage Securities Corporation (herein called "FMMSC"), a
corporation organized and existing under the laws of the State of
Delaware, and First Trust National Association, a national
banking association (the "Trustee");
W I T N E S S E T H
WHEREAS, Farmer Mac is authorized pursuant to Title VIII of
the Farm Credit Act of 1971, as amended (the "Act"), to guarantee
the timely payment of principal and interest in respect of
securities evidencing undivided beneficial interests in trust
funds comprised of agricultural mortgage loans conforming to the
Act ("Qualified Loans");
WHEREAS, FMMSC has purchased and intends to purchase
Qualified Loans;
WHEREAS, FMMSC intends to assemble groups of such Qualified
Loans and to transfer and assign the same to the Trustee in
exchange for multiple classes of securities evidencing beneficial
ownership interests in the Qualified Loans in the related trust
fund or trust funds (each a "Trust Fund");
WHEREAS, Farmer Mac and FMMCS, by the execution and delivery
of an Issue Supplement hereto, will have elected to treat each
Trust Fund created hereby and thereby as a "real estate mortgage
investment conduit" ("REMIC") within the meaning of Section 860D
of the Internal Revenue Code of 1986; and
WHEREAS, Farmer Mac intends to service the Qualified Loans
held in each such Trust Fund and, pursuant to the Act, to
guarantee to the holders of securities evidencing undivided
beneficial interests in each such Trust Fund the timely
distribution of all amounts of principal and interest required to
be distributed thereon;
NOW, THEREFORE, the parties to this Trust Agreement, in the
several capacities hereinabove set forth, do hereby declare and
establish this Trust Agreement and do hereby undertake and
otherwise agree as follows:
ARTICLE I
Defined Terms
Section 1.01. General Definitions. Whenever used in this
Trust Agreement, the following words and phrases shall have the
following meanings:
Act: Title VIII of the Farm Credit Act of 1971, as amended
(12 U.S.C. 2279aa).
Advance: As to any Distribution Date and Trust Fund, any
amount advanced with respect to such Distribution Date by the
related Central Servicer or Central Servicers as required by the
applicable Servicing Contract.
Agreement: With respect to any Series, the collective
provisions of this Trust Agreement and the related Issue
Supplement.
Aggregate Certificate Principal Balance: The aggregate of
the Certificate Principal Balances of all Certificates of a
Series as of the date of determination.
Amounts Held for Future Distribution: With respect to any
Series and Distribution Date, the total of all amounts held in
the Collection Account on the preceding Certificate Account
Deposit Date on account of (i) Principal Prepayments, Liquidation
Proceeds and REO Proceeds received subsequent to the preceding
Prepayment Period, (ii) Installment Payments due subsequent to
the preceding Due Date and (iii) if such Series is comprised of
two or more Classes having different Distribution Dates, all
proceeds of the related Qualified Loans for the Class or Classes
as to which such Distribution Date is not a Distribution Date.
Appraisal Standards: With respect to any Series, the
updated appraisal/reappraisal standards at the time of the
related Issue Supplement acceptable to Farmer Mac.
Appraised Value: The appraised value of a Mortgaged
Property, which is the appraised value based upon the appraisal
conducted in accordance with the Appraisal Standards.
Authorized Officer: The Chairman of the Board, the
President or any Vice President of Farmer Mac or FMMSC, as the
context requires.
Authorized Signatory: With respect to any Residual
Certificate, any individual authorized to execute or authenticate
the same on behalf of the Trustee in its capacity as trustee or,
in the case of authentication, in its capacity as Certificate
Registrar.
Balloon Payment: With respect to any Qualified Loan that
provides for the principal portion of the Installment Payments
due thereon based on an amortization schedule more than one year
longer than the remaining term to stated maturity of such
Qualified Loan, the principal amount due on the stated maturity
date of such Qualified Loan.
Balloon Qualified Loan: Any Qualified Loan having a Balloon
Payment.
Borrower: With respect to any Qualified Loan, the obligor
or obligors thereon.
Business Day: Any day other than (i) a Saturday or a
Sunday, (ii) a day on which the Federal Reserve Bank of New York
authorizes banking institutions in the Second Federal Reserve
District to be closed, (iii) a day on which banking institutions
in the State of Minnesota or New York are required or authorized
by law to be closed or (iv) a day on which the offices of Farmer
Mac are closed.
Central Servicer: With respect to any Trust Fund, the
Person or Persons which shall at the time be directly servicing
the Qualified Loans included therein pursuant to a Servicing
Contract.
Central Servicer Fee Rate: With respect to any Qualified
Loan, a percentage per annum rate (inclusive of any sub-servicer
fee rate) specified in or calculated as described in the related
Issue Supplement.
Certificate: A Guaranteed REMIC Agricultural Mortgage-
Backed Security, in the case of all Certificates other than
Residual Certificate, issued in book-entry form and maintained in
the name of a record owner as an entry on the books of a Reserve
Bank under a designation specifying the Series, Class and
denomination thereof; and in the case of a Residual Certificate,
issued in fully registered certificated form as provided in
Article II hereof.
Certificate Account: As to any Series, the account created
and maintained pursuant to Section 5.01.
Certificate Account Deposit Date: With respect to a Series,
the fifteenth day of each month (or if such fifteenth day is not
a Business Day, the Business Day next succeeding such fifteenth
day) beginning with the month following the month of the Cut-Off
Date.
Certificate Distribution Amount: With respect to a
particular Series and Distribution Date, the sum of
(a) all interest accrued on the then outstanding
Certificates for the Interest Accrual Period immediately
preceding such Distribution Date (other than interest
accrued on any Class as to which such date is not a
Distribution Date);
(b) the Principal Distribution Amount for such
Distribution Date; and
(c) to the extent specified in the related Issue
Supplement, all Prepayment Premiums collected (as opposed to
due) during the preceding Prepayment Period.
Certificate Distribution Amount Determination Date: With
respect to a Series and Distribution Date, a date on or before
the fifth Business Day during the month of such Distribution
Date.
Certificate Interest Rate: With respect to any Class, the
annual rate at which interest accrues on the Certificates of such
Class, as specified or described in the related Issue Supplement.
Certificate Principal Balance: As to any Certificate (other
than an Interest Only Certificate) prior to the initial
Distribution Date for the related Trust Fund, the denomination
thereof and, as to any Certificate subsequent to such initial
Distribution Date, the denomination thereof multiplied by the
applicable Certificate Principal Factor.
Certificate Principal Factor: As of any date of
determination and as to any Class of Certificates (other than an
Interest Only Class), a fraction the numerator of which is (i)
the aggregate of the denominations of all Certificates of such
Class less (ii) the aggregate amount of all Principal
Distribution Amounts, if any, allocable thereto prior to such
date of determination and the denominator of which is the
aggregate of the denominations of all Certificates of such Class.
As to any Interest Only Class, a fraction calculated in the
manner described in the related Issue Supplement.
Certificateholder or Holder: As to any Regular Certificate,
the record owner on the appropriate Reserve Bank's books. As to
any Residual Certificate, the registered owner in the Certificate
Register maintained by the Certificate Registrar pursuant to
Section 3.03 hereto.
Certificate Registrar: With respect to any Series, the
entity acting as certificate registrar and transfer agent
pursuant to Section 3.03 unless otherwise specified in an Issue
Supplement. The Certificate Registrar for the related Series
shall be the Trustee.
Class: With respect to any Series, all Certificates of such
Series with the same terms.
Class Certificate Principal Balance: With respect to any
Class at any time, the aggregate of the Certificate Principal
Balances of all Certificates of such Class.
Class Notional Principal Balance: With respect to any
Interest Only Class at any time, the aggregate of the Notional
Principal Balance of all Certificates of such Class.
Closing Date: As to any Series, the date specified in the
related Issue Supplement.
Code: The Internal Revenue Code of 1986, including any
successor or amendatory provisions.
Collection Account: As to any Series, the account created
and maintained pursuant to Section 4.05.
Corporate Trust Officer: The principal office of the
Trustee, at which of any particular time its corporate trust
business shall be administered, which office at the date of the
execution of this Trust Agreement is __________________.
Curtailment: Either (i) any Principal Prepayment made by a
Borrower that is not a Principal Prepayment in Full, (ii) any
amount deemed to be such in connection with a substitution
pursuant to Section 4.03, (iii) any REO Principal Amortization
Amount or (iv) any Insurance Proceeds or other recoveries that
are not Liquidation Proceeds and were applied to reduce the
principal balance of the related Qualified Loan.
Custodial Agreement: The agreement dated of even date
herewith between the Trustee, as custodian, and Farmer Mac,
pursuant to which the Trustee acts as custodian for the Required
Documents on behalf of the related Trust Fund.
Cut-Off Date: As to any Series, the first day of the month
during which Certificates of such Series are initially issued.
Cut-Off Date Principal Balance: With respect to any
Qualified Loan, the unpaid principal balance thereof at the Cut-
Off Date after giving effect to all amounts payable on or prior
thereto, whether or not paid. With respect to any Substitute
Qualified Loan the unpaid principal balance thereof at the date
of substitution thereof after giving effect to all amounts
payable on or prior thereto, whether or not paid.
Disqualified Organization: A disqualified organization as
defined in Section 860E(e)5 of the Code.
Distribution Date: As to any Class, the 25th day (or if
such 25th day is not a Business Day, the Business Day immediately
following) of each month specified in the related Issue
Supplement as a month for a Distribution Date for the
Certificates of such Class.
Due Date: With respect to any Qualified Loan, each date
upon which an installment of interest and principal, if any, is
due in accordance with the amortization schedule initially
applicable thereto.
Due Period: With respect to any Class and Distribution
Date, the period beginning immediately following the preceding
Due Period (or immediately following the Cut-Off Date in the case
of the initial Distribution Date) and ending on and including the
Due Date in the month of such Distribution Date.
Eligible Depository: Any Reserve Bank, the Trustee or any
other depository institution or trust company approved in writing
by an Authorized Officer of Farmer Mac incorporated under the
laws of the United States of America or any state thereof and
subject to supervision and examination by federal or state
banking authorities.
Eligible Investments: Any one or more of the following
obligations or securities:
(i) direct obligations of, and obligations fully
guaranteed by, the United States of America, Farmer Mac, or
any other agency or instrumentality of the United States of
America;
(ii) as to any Collection Account, any other obligation
or security specified in the related Servicing Contract; and
(iii) as to any Series, any other obligation or security
specified in the related Issue Supplement.
Event of Default: An event as described in Section 7.03.
Farmer Mac: Federal Agricultural Mortgage Corporation, a
federally chartered instrumentality of the United States, or its
successor in interest or any successor appointed as herein
provided.
Farmer Mac Guarantee: With respect to any Series, the
guarantee obligations of Farmer Mac with respect to the
Certificates of such Series pursuant to Section 5.05 hereof.
Final Distribution Date: As to any Class, the Distribution
Date specified in the related Issue Supplement as being the
Distribution Date on or before which the Certificate Principal
Balance or, in the case of an Interest Only Class, Notional
Principal Balance of each Certificate within such Class shall
have been reduced to zero.
FMMSC: Farmer Mac Mortgage Securities Corporation, a
corporation organized and existing under the laws of the State of
Delaware, or its successor in interest.
Guarantee Fee: With respect to any Series, the fee payable
to Farmer Mac pursuant to Section 5.03 and calculated in the
manner described in the related Issue Supplement.
Guarantee Reimbursement Amount: With respect to any Trust
Fund, the excess, if any of amounts paid by Farmer Mac pursuant
to Section 5.05 to Holders of Certificates evidencing beneficial
interests therein, over amounts received by Farmer Mac (other
than Guarantee Fees or other fees or expenses otherwise payable
to it) in reimbursement therefor.
Holders: With respect to any Trust Fund, all of the Holders
of Certificates evidencing beneficial ownership interests
therein.
Installment Payment: As to any Qualified Loan (including
any REO Qualified Loan) and any Due Date, the payment of
principal and/or interest due thereon in accordance with the
amortization schedule provided at the time applicable thereto
(after adjustment, if any, for any Curtailments occurring prior
to such Due Date but before any other adjustment to such
amortization schedule by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period).
Interest Accrual Period: With respect to any Class and
Distribution Date, the period prior thereto specified in the
related Issue Supplement.
Interest Only Certificate: Any Certificate evidencing all
or part of an Interest Only Class.
Interest Only Class: Any Class identified as such in the
related Issue Supplement.
Issue Supplement: An instrument executed by the parties
hereto pursuant to Section 2.01 which supplements this Trust
Agreement and identifies and establishes, among other things, a
particular Trust Fund and a particular Series of Certificates
related to such Trust Fund.
Liquidated Qualified Loan: Any defaulted Qualified Loan as
to which Farmer Mac has determined that all amounts it expects to
recover from or on account of such Qualified Loan have been
recovered, provided, however, that a defaulted Balloon Qualified
Loan shall be deemed to be a Liquidated Qualified Loan in the
absence of any such determination on the second anniversary of
the Due Date for the related Balloon Payment.
Liquidation Expenses: Expenses incurred by or on behalf of
Farmer Mac in connection with the liquidation of any defaulted
Qualified Loan, including, without limitation, legal fees and
expenses, brokerage commissions paid to third parties, any
premiums for hazard insurance policies maintained with respect to
any related REO Property, any fees to third parties hired to
issue environment reports with respect to or to manage any
related REO Property and any related and unreimbursed
expenditures for real estate and conveyance taxes or for property
restoration or preservation.
Liquidation Proceeds: Cash received in connection with the
liquidation of defaulted Qualified Loans and REO Qualified Loans,
whether through trustee's sale, foreclosure sale or otherwise.
Loan Sale Agreement: The agreement between a Seller and
Farmer Mac pursuant to which the Seller conveys Qualified Loans
to FMMSC and makes certain representations and warranties to
Farmer Mac, FMMSC, as Farmer Mac's designee, and their respective
successors and assigns.
Master Trustee Agreement: The agreement, as the same may be
amended from time to time, between Farmer Mac and the Trustee.
Mortgage Rate: As to any Qualified Loan, the per annum rate
of interest borne thereby.
Net Liquidation Proceeds: With respect to any Liquidated
Qualified Loan, Liquidation Proceeds net of Liquidation Expenses
not previously reimbursed out of REO Proceeds or otherwise.
Net Mortgage Rate: As to any Qualified Loan, the Mortgage
Rate borne thereby net of the Central Servicer Fee Rate.
Opinion of Counsel: A written opinion of counsel, who may
be counsel for Farmer Mac.
Officer's Certificate: A certificate signed by an
Authorized Officer of Farmer Mac or FMSSC, as the context
requires.
Nonrecoverable Advance: Any portion of an Advance
previously made or proposed to be made in respect of a Qualified
Loan which has not been previously reimbursed to the Central
Servicer and which, in the good faith judgment of the Central
Servicer, will not or, in the case of a proposed Advance, would
not be ultimately recoverable from future Borrower payments or
from Net Liquidation Proceeds, REO Proceeds or other recoveries
in respect of the related Qualified Loan. The determination by
the Central Servicer that it has made a Nonrecoverable Advance or
that any proposed advance, if made, would constitute a
Nonrecoverable Advance shall be evidenced by a written
notification by the Central Servicer delivered to the Trustee,
with a copy to Farmer Mac, stating (i) the amount of such
Nonrecoverable Advance and (ii) that the Central Servicer has
determined in good faith that such advance is or would be a
Nonrecoverable Advance in accordance with the terms hereof.
Non-United States Person: Any person that is not a United
States Person.
Notional Principal Balance: As to any Interest Only
Certificate prior to the initial Distribution Date therefor, the
denomination thereof, and as to any Interest Only Certificate
subsequent to such initial Distribution Date, the denomination
thereof multiplied by the then applicable Certificate Principal
Factor.
Participation Certificate: An instrument evidencing an
interest in one or more Qualified Loans.
Permitted Transferee: Any Transferee of a Residual
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any legal person, including any individual,
corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Prepayment Period: With respect to any Class and
Distribution Date, the period beginning immediately following the
preceding Prepayment Period (or immediately following the
calendar month next preceding the Cut-Off Date in the case of the
initial Distribution Date) and ending on the last day of the
calendar month next preceding the month of such Distribution
Date.
Prepayment Premium: With respect to any Qualified Loan, any
premium or yield maintenance payment paid or payable, as the
context requires, by the related Borrower in connection with any
Principal Prepayment.
Principal Distribution Amount: With respect to a particular
Class and Distribution Date, the sum of
(a) all Curtailments received with respect to the
Related Qualified Loans during the previous Prepayment
Period;
(b) the Scheduled Principal Balance of each Related
Qualified Loan which was the subject of a Principal
Prepayment in Full during the preceding Prepayment Period or
which became a Liquidated Qualified Loan during such
preceding Prepayment Period;
(c) the principal component of each Installment
Payment due in respect of each Related Qualified Loan during
the preceding Due Period (other than any Balloon Payment);
and
(d) if such Distribution Date is a Final Distribution
Date for a Class, any amount by which the Class Certificate
Principal Balance therefor would be greater than zero after
distribution in accordance with the applicable priorities of
the amounts specified in (a) - (c) above.
With respect to a particular Special Distribution Date, the
amount allocable to principal which is distributed by Farmer Mac
under the circumstances and subject to the conditions set forth
in Section 5.06 and the related Issue Supplement.
Principal Prepayment: Any payment or other recovery of
principal on a Qualified Loan that is received in advance of its
scheduled Due Date and is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates
in any period subsequent to the Prepayment Period in which such
prepayment occurs.
Principal Prepayment in Full: Any payment received on a
Qualified Loan that is in excess of the installment of principal
and interest due thereon in an amount sufficient to pay the
entire principal balance of such Qualified Loan.
Purchase Price: As to any Qualified Loan, the unpaid
principal balance thereof together with accrued and unpaid
interest thereon at the Net Mortgage Rate to the Due Date next
preceding the Distribution Date upon which the net proceeds of
such Purchase Price are to be distributed to Certificateholders.
Qualified Loan: With respect to any Trust Fund, any
mortgage loan included therein.
Qualified Loan Schedule: With respect to any Trust Fund,
the loan file set-up portion of the Farmer Mac tape
specifications attached as Schedule I hereto.
Record Date: As to any Distribution Date, the last day of
the month next preceding the month of such Distribution Date.
Regular Certificate: Any Certificate other than a Residual
Certificate.
Related Qualified Loan: With respect to any Class included
in a Series comprised of two or more Classes, any Qualified Loan
identified in the related Qualified Loan Schedule as pertaining
to such Class.
REMIC Administrator: With respect to a Trust Fund, the
entity identified as such in the related Issue Supplement.
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 1
of the Code, and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with such
temporary of final regulations, proposed regulations) and
published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.
REO Principal Amortization Amount: With respect to any REO
Qualified Loan and Prepayment Period, any amount, as determined
by Farmer Mac, by which aggregate related REO Proceeds received
during a Prepayment Period are in excess of interest that would
have accrued during such period on the related REO Qualified Loan
and expenses payable in respect of such REO Property during such
Prepayment Period.
REO Proceeds: Proceeds, other than Liquidation Proceeds,
received in respect of any REO Qualified Loan (including, without
limitation, proceeds from the rental of the related Mortgaged
Property).
REO Property: Any Mortgaged Property that has been acquired
by a Trust Fund by foreclosure, deed-in-lieu of foreclosure or
otherwise.
REO Qualified Loan: Any Qualified Loan (whether or not the
related indebtedness has been extinguished) that is not a
Liquidated Qualified Loan and as to which the related Mortgaged
Property is held as part of the Trust Fund.
Required Documents: As to each Qualified Loan (other than a
Qualified Loan represented by a Participation Certificate) the
documents specified in Section 2.05.
Reserve Bank: Any Federal Reserve Bank, including its
branches.
Responsible Officer: When used with respect to the Trustee,
any officer of the Trustee, including any Chairman or any
President, any Vice President, any Assistant Vice President, any
Assistant Treasurer, any Trust Officer, any Assistant Secretary
or any other officer of the Trustee customarily performing
functions similar to those performed by the persons who at the
time shall be such officers and also, with respect to a
particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity
with the particular subject.
Residual Certificate: The Certificate or Certificates
comprising the Class designated in the related Issue Supplement
as the sole "residual interest" in the Trust Fund for purposes of
the REMIC Provisions.
Scheduled Principal Balance: As to any Qualified Loan and
any Distribution Date, the principal balance of such Qualified
Loan as of the beginning of the related Due Period, as specified
in the amortization schedule at the time relating thereto (after
adjustment, if any, for Curtailments occurring prior to the
related Prepayment Period but before any other adjustment to such
amortization schedule by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period),
after giving effect to the payment of principal due prior to such
Due Period whether or not received from the related Borrower
(other than any Balloon Payment).
Seller: Any entity that sold Qualified Loans to FMMSC and
that is identified as a Seller in the Qualified Loan Schedule.
Series: A separate series of Certificates issued pursuant
to this Agreement and the related Issue Supplement.
Servicing Contract: The agreement between Farmer Mac and
any Central Servicer relating to the direct servicing by such
Central Servicer of Qualified Loans for a particular Trust Fund.
Special Distribution Date: Any date on which Farmer Mac
elects or is required to make a distribution under the
circumstances and subject to the conditions set forth in Section
5.06 and the related Issue Supplement, any such date for a Series
being the 25th day (or if such 25th day is not a Business Day,
the Business Day immediately following) of any month (other than
any month in which a Distribution Date for the related Class
occurs).
Special Record Date: As to any Special Distribution Date,
the date as of which Certificateholders entitled to a special
distribution are determined, any such date being the last day of
the month next preceding the month of such Special Distribution
Date.
Substitute Qualified Loan: Any loan substituted for a
defective Qualified Loan pursuant to Section 4.03.
Transfer Agent: With respect to any Series, the entity
acting as Certificate Registrar under the related Agreement.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income Tax Return, including Schedule Q thereto,
Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be
filed on behalf of a Trust Fund due to its classification as a
REMIC under the REMIC Provisions, together with any and all other
information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under
any applicable provisions of federal, state or local tax laws.
Trust Agreement: This Trust Agreement, dated as of June 1,
1996, by and among the Trustee, Farmer Mac and FMMSC, as the same
is originally executed, or as modified, amended or supplemented
in accordance with the applicable provisions hereof.
Trust Fund: As to any particular Series of Certificates,
the corpus of the trust created by this Trust Agreement and the
Issue Supplement applicable thereto, consisting of (a) the
Qualified Loans and all proceeds thereof, (b) the Collection
Account, the Certificate Account and all cash and investments
held therein and (c) the Farmer Mac Guarantee applicable to the
related Certificates pursuant to Section 5.05.
Trustee: First Trust National Association, a national
banking association, or its successor in interest in such
capacity, or any successor trustee appointed as herein provided.
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
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.
ARTICLE II
Applicable Documentation; Conveying of Qualified Loans
Section 2.01. Issue Supplement. An Issue Supplement
establishing a Trust Fund and creating the Certificates
evidencing beneficial ownership interests therein shall be
executed by the Trustee, Farmer Mac and FMSSC.
Each Issue Supplement shall identify and relate to a
particular Series of Certificates evidencing beneficial ownership
interests in the related Trust Fund. Farmer Mac shall prepare
and maintain for each such Trust Fund a Qualified Loan Schedule
conforming, except as set forth in such Issue Supplement, to the
definition thereof in Article I hereof.
Section 2.02. Issue Supplement and Trust Agreement. With
respect to each Trust Fund established by an Issue Supplement and
the related Certificates, the collective terms of this Trust
Agreement and such Issue Supplement shall govern the issuance and
administration of all Certificates related to such Trust Fund,
and all matters related thereto, and shall have no applicability
to any other Trust Fund or Certificates. As applied to each
Trust Fund established by an Issue Supplement, and the related
Certificates, the collective terms of such instruments shall
constitute an agreement relating exclusively to such Trust Fund
and Certificates to like effect as if the collective terms of all
such instruments were set forth in a separate instrument, duly
executed and delivered by the respective signatories to this
Trust Agreement.
Section 2.03. Authorized Officers. The manual or facsimile
signature of any individual appearing on an Issue Supplement,
designated as the signature of an Authorized Officer of Farmer
Mac or FMSSC, shall constitute conclusive evidence that such
individual is, in fact, authorized by Farmer Mac or FMSSC, as the
case may be, to execute such Issue Supplement, notwithstanding
that such authorization may have lapsed prior to the effective
date of such Issue Supplement.
Section 2.04. Delivery of Instruments. The Trustee shall
furnish to each Certificateholder, upon request, copies of this
Trust Agreement and the related Issue Supplement, without
attachments, applicable to the Certificate or Certificates held
by such Holder.
Section 2.05. Conveyance of Qualified Loans. (a)
Concurrently with the execution and delivery of an Issue
Supplement, FMMSC shall transfer, assign, set over and otherwise
convey to the Trustee, on behalf of Holders of Certificates
evidencing beneficial interests therein, all of FMMSC's right,
title and interest in and to the Qualified Loans identified in
the attached Qualified Loan Schedule, including all payments of
principal and interest thereon received after the respective date
or dates on which the Cut-Off Date Principal Balance was
determined (other than payments permitted to be retained by FMMSC
by the terms hereof, including payments of principal and interest
due on or before the Cut-Off Date). In connection with any such
conveyance, Farmer Mac shall be deemed to have assigned to the
Trustee for the benefit of Certificateholders all of Farmer Mac's
rights under each applicable Loan Sale Agreement, including, but
not limited to, the right to enforce the representations and
warranties therein against the related Seller.
(b) In connection with any such transfer (other than
pursuant to a Participation Certificate) of a Qualified Loan,
FMMSC shall cause to be delivered to the Trustee:
(i) The related Mortgage Note endorsed to the order of
"First Trust National Association, as Custodian/Trustee" by
the Seller thereof, together with such other related
documents as shall be specified in the Custodial Agreement.
In the case of Qualified Loans evidenced by a Participation
Certificate, FMMSC shall denote on the face of such
Participation Certificate that it has been assigned to the
Trustee for the exclusive benefit of Holders of Certificates
evidencing beneficial interests in the related Trust Fund;
(ii) The Mortgage with evidence of recording indicated
thereon or, if (x) the public recording office retains the
original of the Mortgage or (y) the Trustee receives a
certificate executed by two officers of the Seller
certifying that the original of the Mortgage is lost,
missing or destroyed, a copy of the Mortgage certified by
the public recording office in which such Mortgage has been
recorded to be a true and complete copy of the original
Mortgage;
(iii) A copy of the original assignment in the form
"First Trust National Association, as Custodian/Trustee"
which assignment or equivalent instrument may be in the form
of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county,
if permitted by law and accompanied by an Opinion of Counsel
to that effect (a copy of such blanket assignment to be
delivered in each applicable loan file) and any intervening
assignments in original recorded form evidencing an unbroken
chain of assignments from the initial assignor to the
Trustee. If the assignment is not complete due to the lack
of necessary recording information for insertion in the
assignment as of the applicable Closing Date, the original
assignment will be retained by FMMSC until such time as the
necessary information becomes available, at which time FMMSC
shall promptly complete, or cause the Seller to complete,
the Assignment and forward, or cause the Seller to forward,
it to the appropriate office for recordation. Upon
completion of recordation, FMMSC will forward the original
documents (or cause the original documents to be forwarded)
to the Trustee;
(iv) Evidence of title to the Mortgaged Property
(either in the form of an original opinion from an attorney
or firm of attorneys or an original or certified copy of a
lender's title insurance policy or binding title insurance
commitment issued by a title insurance company); and
(v) Either (1) the original of each modification
agreement and each assumption agreement, if any, relating to
such Qualified Loan or, if (x) the public recording office
retains the original of the modification or assumption
agreement or (y) the Trustee receives a certificate executed
by two officers of the Seller certifying that the original
of the modification or assumption agreement is lost, missing
or destroyed, a copy of the modification (with respect to
the Mortgage) or assumption agreement certified by the
public recording office in which such Mortgage was recorded
to be a true and complete copy of the original modification
or assumption agreement, or (2) a signed statement of the
Seller that there is no modification agreement or assumption
agreement relating to such Qualified Loan (such statement
may be part of a list of Qualified Loans as to which no
modification agreement or assumption agreement exists).
Section 2.06. Review and Certification of Required
Documents and Safekeeping of Documents. The Trustee shall review
the completeness of the Required Documents, certify as to such
review as provided in the Custodial Agreement and otherwise
conform to the applicable provisions of the Custodial Agreement.
ARTICLE III
Regular Certificates; Residual Certificates
Section 3.01. Certificates Issuable in Series and Classes;
General Provisions with Respect to Principal and Interest
Distributions. Each Series of Certificates shall be divided into
two or more Classes and shall be designated generally as
Guaranteed REMIC Agricultural Mortgage-Backed Securities, with
such particular designations added or incorporated in such title
for the Certificates of any particular Series or Class as shall
be specified in the related Issue Supplement. One Class of each
such Series shall be designated in the applicable Issue
Supplement as the "Residual Interest" in the related Trust Fund
for purposes of the REMIC Provisions.
The aggregate amount of principal of and interest
distributable on the Certificates of any Series on any
Distribution Date shall be equal to the Certificate Distribution
Amount for such Series on such Distribution Date with the
principal component of such amount being equal to the related
Principal Distribution Amount. Distributions of any such
Principal Distribution Amount shall be made in such amounts as
among Classes of Certificates, and subject to such other
conditions, as are provided in the Issue Supplement with respect
to such Series. All distributions of such Principal Distribution
Amount for any such Distribution Date which are made with respect
to a particular Class of Certificates shall be made pro rata
among all Certificates of such Class in proportion to their
respective principal denominations, with no preference or
priority of any kind. All distributions made with respect to any
Certificate on any Distribution Date shall be applied first to
the interest, if any, distributable thereon on such Distribution
Date and then to the principal, if any, thereof. All
computations of interest accrued on any Certificate shall be made
as if each year consisted of twelve months of thirty days each.
Interest accrued on any Certificate of a Series during any
Interest Accrual Period shall be distributable on the following
Distribution Date for such Series at the Certificate Interest
Rate applicable to such Certificate applied to the Certificate
Principal Balance or, in the case of an Interest Only
Certificate, the Notional Principal Balance thereof.
Section 3.02. Issuance of Regular Certificates. The
Certificates of any Series shall be issued in book-entry form and
shall be maintained in the names of the record owners thereof as
entries on the books of a Reserve Bank. The Regular Certificates
of any Series shall be in such authorized denominations as shall
be specified in the applicable Issue Supplement and may be
transferred or pledged in accordance with and subject to then
applicable regulations governing Farmer Mac's use of the book-
entry system (as the same shall be in effect at the time of any
such transfer or pledge), Federal Reserve Bank of New York
Operating Circulars 21 and 21A and procedures that are followed
generally for book-entry securities.
If an Issue Supplement for a Series so provides, the Regular
Certificates comprising a Series or the Regular Certificates
comprising a Class or Classes of Certificates of such Series may
be issued in definitive or temporary form. Certificates issued
in such form shall be subject to the provisions of the related
Issue Supplement, including, without limitation, provisions
regarding denominations, registration, transfer, exchange, and,
if applicable, conversion to book-entry form.
Section 3.03. Execution, Authentication, Availability and
Dating of the Residual Certificates. The Residual Certificates
of a Series shall be definitive Certificates substantially in the
form set forth in an exhibit to the related Issue Supplement and
shall be executed by an Authorized Signatory of the Trustee under
its corporate seal which may be in facsimile form and be
imprinted or otherwise reproduced thereon. The signature of any
Authorized Signatory on a Residual Certificate may be manual or
facsimile.
A Residual Certificate bearing the manual or facsimile
signature of an individual who was at any time an Authorized
Signatory shall be binding, notwithstanding that such individual
may have ceased to hold the relevant office or title prior to the
authentication and delivery of such Certificate or did not hold
such relevant office or title at the date of authentication and
delivery of such Certificate.
No Residual Certificate shall be entitled to any benefit
under an Agreement or be valid for any purpose, unless there
appears on such Residual Certificate a certificate of
authentication substantially in the form provided for herein,
executed by the Certificate Registrar by the manual or facsimile
signature of an Authorized Signatory, and such certificate upon
any Residual Certificate shall be conclusive evidence, and the
only evidence, that such Residual Certificate has been duly
authenticated and made available hereunder. Each Residual
Certificate shall be dated the date of its authentication.
Section 3.04. Registration and Registration of Transfer of
Residual Certificates. (a) The Trustee shall cause to be kept to
the Corporate Trust Office which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for
the registration of the Residual Certificates and the
registration of transfers of the Residual Certificates. Unless
otherwise provided in an Issue Supplement for a Series, the
Trustee shall act as Certificate Registrar and Transfer Agent for
the purpose of registration of the Residual Certificates of such
Series and transfers thereof, as provided herein. Upon any
resignation of any Certificate Registrar or Transfer Agent,
Farmer Mac shall promptly appoint a successor or, in the absence
of such appointment, assume the duties of Certificate Registrar
or Transfer Agent, as the case may be.
(b) Upon surrender for registration of transfer of any
Residual Certificate in accordance with this Section 3.04 at the
Corporate Trust Office, the Trustee shall execute, and the
Certificate Registrar shall authenticate and make available, in
the name of the designated transferee, one or more new Residual
Certificates of the appropriate Class and aggregate denomination.
A Residual Certificate presented or surrendered for registration
of transfer shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or
such Holder's attorney duly authorized in writing, and shall be
accompanied by such other documents as the Trustee may require.
(c) Any purported transfer of record or beneficial
ownership, direct or indirect (whether pursuant to a purchase, a
default under a secured lending agreement or otherwise), to a
Disqualified Organization of any Residual Certificate, or any
beneficial interest therein, shall be void and of no effect. In
no event shall the Certificate Registrar accept surrender for
transfer, registration of transfer, or register the transfer of
any Residual Certificate nor authenticate and make available any
new Residual Certificate unless the Certificate Registrar has
received a properly executed United States Internal Revenue
Service Form W-9 together with an affidavit from the proposed
transferee in the form attached to the related Issue Supplement.
The foregoing restrictions that are applicable to prevent the
transfer of a Residual Certificate to a Disqualified Organization
shall cease to have any further effect (and the applicable
portions of the legend to the Residual Certificate may be
deleted) in the event that the Trustee determines, upon the
advice of its tax counsel, that such restrictions are not
necessary to preclude the imposition of a tax on the Trust Fund
or upon the transferor of a Residual Certificate, or to maintain
the qualification of each Trust Fund as a REMIC and, as a result
of such determination, each related Agreement is amended to
declare such restrictions to be of no further effect.
(d) Under the REMIC Provisions, any purported transfer to a
U.S. Person of record or beneficial ownership, direct or indirect
(whether pursuant to a purchase, a default under a secured
lending agreement or otherwise), of a Residual Certificate that
is a "noneconomic residual interest" within the meaning of the
REMIC Provisions for the purpose of avoiding or impeding the
assessment or collection of tax shall be disregarded for all U.S.
federal tax purposes. The affidavit required to be supplied by
each transferee of a Residual Certificate pursuant to Section
3.04(c) also shall contain a statement that no purpose of the
transfer of the Residual Certificate is to avoid or impede the
assessment or collection of tax, that the proposed transferee
understands that it may incur tax liabilities in excess of any
cash flows generated by a Residual Certificate and that it
intends to pay taxes associated with holding a Residual
Certificate as they become due.
(e) Any purported transfer of record or beneficial
ownership, direct or indirect (whether pursuant to a purchase, a
default under a secured lending agreement or otherwise), to a
person that is not a U.S. Person, of any Residual Certificate, or
any beneficial interest therein, shall be void and of no effect.
The foregoing restriction shall cease to have any effect with
respect to a transfer of a Residual Certificate to a person that
is not a U.S. Person only if the Trustee has consented to such
transfer expressly in writing.
(f) A Residual Certificate issued upon any registration of
transfer thereof shall be entitled to the same benefits under the
related Agreement as the Residual Certificate surrendered upon
such registration of transfer.
(g) A service charge in an amount determined by the Trustee
(such amount being based on a service charge schedule on file in
the Corporate Trust Office of the Certificate Registrar and in
the office of the Corporate Secretary of Farmer Mac) shall be
made for any registration of transfer of a Residual Certificate,
and 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 of a Residual
Certificate, other than exchanges pursuant to Section 3.05 hereof
not involving any transfer.
Section 3.05. Mutilated, Destroyed, Lost or Stolen Residual
Certificates. If (i) any mutilated Residual Certificate is
surrendered to the Trustee or the Certificate Registrar or (ii)
the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Residual Certificate, and there
is delivered to the Trustee such security or indemnity as may be
required by it to save it harmless, then, in the absence of
notice to the Trustee that such Residual Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute and
the Certificate Registrar shall authenticate and make available,
in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Residual Certificate, a new Certificate of the
appropriate Class. Upon the issuance of any new Residual
Certificate under this Section 3.05, the Trustee may require the
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the
Certificate Registrar) connected therewith. Any duplicate
Residual Certificate issued pursuant to this Section 3.05 shall
constitute complete and indefeasible evidence of ownership in the
Trust Fund as if originally issued, whether or not the lost or
stolen Residual Certificate shall be found at any time.
Section 3.06. Persons Deemed Owners of Residual
Certificates. Prior to due presentation of a Residual
Certificate for registration of transfer, Farmer Mac, the
Trustee, the Certificate Registrar and any agent of Farmer Mac or
the Trustee may treat the person in whose name the Residual
Certificate is registered as the owner of the Residual
Certificate for the purpose of receiving distributions, if any,
pursuant hereto and for all other purposes whatsoever, and
neither Farmer Mac nor the Trustee, the Certificate Registrar or
any agent of Farmer Mac or the Trustee shall be affected by
notice to the contrary.
Section 3.07. Reference in the Residual Certificates to
Supplemental Agreements. A Residual Certificate authenticated
and made available after the execution of any Supplemental
Agreement pursuant to Article X of this Trust Agreement may, and
if required by the Trustee shall, bear a notation as to any
matter provided for in such Supplemental Agreement. If the
Trustee shall so determine, new Residual Certificates so modified
as to conform, in the opinion of the Trustee, to any such
Supplemental Agreement may be prepared and executed by the
Trustee and authenticated and made available by the Certificate
Registrar in exchange for the outstanding Residual Certificates,
as applicable.
Section 3.08. Amendment Relating to Transfers to
Disqualified Organizations. Farmer Mac, FMMSI and the Trustee
may, without the consent of any Holders of the Certificates, upon
notice to the Holders of the Residual Certificates,
notwithstanding any provisions hereof to the contrary, amend this
Trust Agreement in such manner as they may choose; provided,
however, that any such amendment shall be limited to such matters
as, in the judgment of the parties hereto, based upon the written
advice of tax counsel, are reasonably necessary (i) to ensure
that the record ownership of, or any beneficial interest in, any
Residual Certificate is not transferred, directly or indirectly,
to a Disqualified Organization; and (ii) to provide for a means
to compel the transfer of any Residual Certificate which is held
by a Disqualified Organization.
ARTICLE IV
Servicing of Qualified Loans
Section 4.01. General. Farmer Mac shall service the
Qualified Loans comprising each Trust Fund, and shall have full
power and authority to do or cause to be done any and all things
in connection therewith as it may deem necessary or appropriate
in its sole discretion; provided, however, that Farmer Mac shall
have no authority to sell or hypothecate, or, subject to Section
4.03, make any substitution for any Qualified Loan.
Farmer Mac in its discretion shall foreclose upon or
otherwise comparably convert the ownership of the Mortgaged
Property securing any Qualified Loan as to which a default
occurs. To the extent consistent with then-current policies of
Farmer Mac or customary practices in the agricultural real estate
mortgage servicing industry, Farmer Mac in its discretion may
enforce or waive enforcement of any of the terms of any Qualified
Loan or enter into an agreement for the modification of any of
the terms of any Qualified Loan (other than, except as may be
required by terms of the Mortgage Note, a reduction in the
Mortgage Interest Rate), or take any action or refrain from
taking any action in servicing any Qualified Loan. In such
connection, Farmer Mac may waive, except as may be provided in
the related Issue Supplement, any Prepayment Premium, assumption
fee or late payment charge.
Although Farmer Mac will conduct such servicing through the
facilities of Central Servicers pursuant to Servicing Contracts
it shall not thereby be released from any of its duties or
responsibilities hereunder or under the applicable Issue
Supplement.
Any Servicing Contract and any other transactions or
services relating to the Qualified Loans involving a Central
Servicer shall be deemed to be between the Central Servicer and
Farmer Mac alone and the Trustee and Certificateholders shall not
be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to any Central
Servicer.
Section 4.02. Transfers of Mortgaged Property. In
connection with the transfer, or prospective transfer, of title
to a Mortgaged Property, Farmer Mac may, but shall not be
required to, accelerate the maturity of the related Qualified
Loan where such Qualified Loan contains a due-on-sale clause
permitting acceleration under such a circumstance. In the event
that, for any reason, Farmer Mac does not accelerate the maturity
of a Qualified Loan upon the transfer, or prospective transfer of
title to the underlying Mortgaged Property, Farmer Mac may enter
into a transaction by which the obligor is released from
liability on the related Qualified Loan and the transferee
assumes such liability; provided, however, that no such
transaction shall provide for reduction of the Mortgage Interest
Rate or, to the extent adverse to the interests of
Certificateholders, provide for a change in any interest rate
adjustment provision or provision governing the calculation of
scheduled payments.
Section 4.03. Optional Purchase of Delinquent Qualified
Loans or Mortgaged Property; Substitution or Repurchase of
Defective Qualified Loans. Farmer Mac shall have the right and
option, without obligation and in its discretion, to purchase
from the related Trust Fund, upon payment of the Purchase Price,
any Qualified Loan at any time after such Qualified Loan becomes
and remains delinquent in the payment of any Installment Payment
or portion thereof for a period of ninety days. Farmer Mac shall
likewise have the right and option, without obligation and in its
discretion, to purchase from the related Trust Fund, upon payment
of the Purchase Price, any REO Property received in connection
with the foreclosure or comparable conversion of any Qualified
Loan.
Farmer Mac may, in the case of a breach of warranty by a
Seller of any Qualified Loan or a defect in documentation, (i)
purchase, or cause the related Seller to purchase, at the
Purchase Price such Qualified Loan from the Trust Fund or (ii)
substitute, or cause the related Seller to substitute, an
additional Qualified Loan or Qualified Loans for such Qualified
Loan as long as any such substitution takes place within two
years of the original issuance of Certificates evidencing
beneficial interests in the related Trust Fund and otherwise
conforms to the REMIC Provisions. Any Substitute Qualified Loan
shall (i) have a Cut-Off Date Principal Balance which is not
greater than the Scheduled Principal Balance of the replaced
defective Qualified Loan (the amount of any difference being
deemed to be a Curtailment), (ii) have an original final maturity
not later than the original final maturity of any Qualified Loan
in the Trust Fund and not earlier than two years prior to the
original final maturity of the related replaced defective
Qualified Loan, (iii) have a Mortgage Interest Rate which, on the
date of substitution, is not less than the interest rate borne by
the replaced defective Qualified Loan; (iv) have similar Due
Dates as the replaced defective Qualified Loan; and (v) conform
to such other criteria for Substitute Mortgage Loans as shall be
set forth in the related Issue Supplement. In connection with
any such substitution, Farmer Mac shall amend the Qualified Loan
Schedule to reflect the withdrawal of the replaced defective
Qualified Loan and the assignment to the Trustee of the
Substitute Qualified Loan. If the Trustee's interest in a
replaced defective Qualified Loan is evidenced by a Participation
Certificate, the assignment to the Trustee of the Substitute
Qualified Loan may be evidenced by a Participation Certificate.
Section 4.04. Servicing Compensation; Payment of Certain
Expenses by Farmer Mac. As compensation for its activities and
obligations hereunder, Farmer Mac or any Central Servicer acting
on its behalf shall be entitled to retain such amounts as shall
be specified herein and in the related Issue Supplement. Farmer
Mac shall pay the Trustee's fee and all other expenses incurred
by it hereunder in connection with its servicing activities and
shall, except for Liquidation Expenses and any such other
reimbursable expenses as may be set forth in the related Issue
Supplement, not be entitled to reimbursement therefor.
Unless otherwise provided in the applicable Issue
Supplement, additional servicing compensation in the form of
Prepayment Premiums, assumption fees, late payment charges or
otherwise shall be retained by Farmer Mac or, to the extent
provided in the related Servicing Contract, by the related
Central Servicer.
Section 4.05. Collection of Certain Qualified Loan
Payments; Collection Account. Farmer Mac shall require the
Central Servicer in the related Servicing Contract to establish
and maintain a Collection Account (which Collection Account may
be the Collection Account for one or more Trust Funds) with an
Eligible Depository in the name of the Central Servicer in which
the Central Servicer shall deposit upon receipt on a daily basis,
except as otherwise specifically provided herein or in the
related Issue Supplement, the following payments and collections
received by it subsequent to the Cut-Off Date (other than in
respect of principal and interest on the Qualified Loans due on
or before the Cut-Off Date):
(i) All payments on account of principal on the
Qualified Loans;
(ii) All payments on account of interest on the
Qualified Loans adjusted, in each case, to interest at the
applicable Net Mortgage Rate;
(iii) Net Liquidation Proceeds, REO Proceeds (net of any
related expenses) and Insurance Proceeds (other than
Insurance Proceeds to be applied to the restoration or
repair of the related Mortgaged Property or released to the
Borrower in accordance with the Central Servicer's normal
servicing procedures) net of any amounts permitted to be
withheld by the Central Servicer as servicing compensation
pursuant to the Servicing Contract or permitted to be paid
to the Central Servicer pursuant to such Servicing Contract;
(iv) Any Advance by the Central Servicer pursuant to
the related Servicing Contract (except that any such Advance
made on the related Qualified Loan shall be deposited
directly into the related Certificate Account on the
Certificate Account Deposit Date in the month of the related
Distribution Date); and
(v) Any other amounts of the nature specified in the
related Servicing Contract or Issue Supplement.
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 on the
Qualified Loans that are not part of the Trust Fund (including
payments in respect of principal and interest on the Qualified
Loans due on or before the Cut-Off Date) and, unless otherwise
specified in the related Issue Supplement or Servicing Contract,
payments or collections in the nature of Prepayment Premiums,
late payment charges or assumption fees may but need not be
deposited by the Central Servicer in the Collection Account. In
the event the Central Servicer shall deposit 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 amounts held in the Collection Account may be invested
by the Central Servicer in Eligible Investments maturing prior to
the applicable Certificate Account Deposit Date.
Section 4.06. Permitted Withdrawals from the Collection
Account. The Central Servicer may, from time to time as provided
herein, make withdrawals from the Collection Account for the
following purposes:
(i) to reimburse itself for previously unreimbursed
Advances, the Central Servicer's right to withdraw amounts
pursuant to this clause (i) being limited to amounts
received on particular Qualified Loans which represent late
recoveries of Installment Payments respecting which any such
Advance was made;
(ii) to reimburse itself for any Nonrecoverable
Advance, and to pay to itself or to any other person or
entity designated in the related Servicing Contract any
income from Eligible Investments in the Collection Account;
(iii) to pay to Farmer Mac on or before each Certificate
Account Deposit Date for deposit in the Certificate Account
all amounts at the time held in the Collection Account other
than amounts held therein which consist of Amounts held for
Future Distribution;
(iv) to pay to Farmer Mac on a daily basis any amounts
held in the Collection Account which are allocable to a
Certificate Distribution Amount and which were delinquent as
of the Certificate Account Deposit Date next preceding the
related Distribution Date and were not represented by any
related Advance; and
(v) to withdraw such other amounts for such other
purposes as shall be specified in the related Issue
Supplement, Servicing Contract or Loan Sale Agreement.
ARTICLE V
Certificate Account; Distributions; Farmer Mac Guarantee
Section 5.01. Certificate Account. On or before the
issuance of a Series of Certificates, Farmer Mac shall either
(i) open with an Eligible Depository one or more trust accounts
in the name of the Trustee applicable to the related Trust Fund
that shall collectively be the "Certificate Account" or (ii) in
lieu of maintaining any such account or accounts, maintain the
Certificate Account for the related Trust Fund by means of
appropriate entries on its books and records designating all
amounts credited thereto in respect of the related Qualified
Loans as being held by it for the benefit of the Holders of
Certificates evidencing beneficial ownership of such Trust Fund.
To the extent that the Certificate Account for any Trust Fund is
maintained by Farmer Mac in the manner provided in clause (ii)
above, all references herein to deposits and withdrawals from the
Certificate Account shall be deemed to refer to credits and
debits to the related books of Farmer Mac.
Farmer Mac shall deposit in the Certificate Account all
amounts remitted to it by the Central Servicer representing
withdrawals from the Collection Account pursuant to Section 4.05,
together with the Purchase Price for each Qualified Loan or REO
Property purchased pursuant to Section 4.03. Farmer Mac shall
also deposit in the Certificate Account the amount of any
Curtailments in connection with any Substitute Qualified Loans as
described in Section 4.03. All amounts deposited by Farmer Mac
from time to time in a Certificate Account for a Trust Fund, and
all investments made with such moneys, including all income or
other gain from such investments, shall be held by Farmer Mac in
the Certificate Account as part of the Trust Fund as herein
provided, subject to withdrawal by Farmer Mac for the purposes
set forth in Section 5.03.
All or a portion of amounts on deposit in a Certificate
Account shall be invested and reinvested by Farmer Mac in one or
more Eligible Investments bearing interest or sold at a discount.
No such investment shall mature later than the Business Day
immediately preceding the next applicable Distribution Date
except that (i) if Farmer Mac shall have determined to make a
special distribution on the related Series of Certificates
pursuant to Section 5.06, no such Eligible Investment purchased
subsequent to such determination shall mature subsequent to the
Business Day next preceding such Special Distribution Date and
(ii) any investment on which the Eligible Depository, in its
commercial capacity, or Farmer Mac is the obligor, may mature on
the related Distribution Date or Special Distribution Date, as
the case may be. No Eligible Investment may be sold while in the
Certificate Account except to the extent that (i) Farmer Mac
believes that a sale of an Eligible Investment is desirable
because of the possibility of a default by the obligor thereon or
(ii) Farmer Mac has determined to make a special distribution on
the related Series of Certificates and amounts will not be on
deposit in the Certificate Account on the related Special
Distribution Date sufficient to make the special distribution to
be made thereon, in which case Eligible Investments may be sold
in the smallest amount practicable to cure any such
insufficiency.
Section 5.02. Calculation of Certificate Distribution
Amount; Publication of Certificate Principal Factors. On or
before each Certificate Distribution Amount Determination Date
for a Series, Farmer Mac shall calculate the Certificate
Distribution Amount for the following Distribution Date.
Immediately following each such calculation, Farmer Mac shall
notify the Trustee in writing as to the amount so calculated and
the allocation thereof as between principal and interest. As
soon as practicable thereafter, Farmer Mac shall make available
generally to financial publications or electronic services the
Certificate Principal Factor (carried to eight decimal places)
for each Class of Certificates after giving effect to the
distribution of the Principal Distribution Amount on the
following Distribution Date.
Section 5.03. Withdrawals from the Certificate Account.
Amounts on deposit in the Certificate Account on the Distribution
Date for a Series shall be withdrawn by Farmer Mac, in the
amounts required, to the extent funds are available therefor, for
application as follows:
first, towards the distribution to Certificateholders of the
Certificate Distribution Amount for such Distribution Date;
second, to the payment of any Guarantee Reimbursement
Amount;
third, to the payment of any portion of the Guarantee Fee
for such Distribution Date or any prior Distribution Date which
has not otherwise been paid; and
fourth, to the payment to Farmer Mac of any amounts
remaining in the Certificate Account after the withdrawals
referred to in clauses first through third above any such amounts
being deemed to be payable to Farmer Mac as compensation for its
servicing activities hereunder and to the reimbursement of
expenses incurred by it in connection herewith.
In addition, on any Special Distribution Date for a Series
Farmer Mac shall withdraw from the related Certificate Account
such amount as it shall have determined to distribute to
Certificateholders on such Special Distribution Date.
Section 5.04. Distributions on Certificates. On each
Distribution Date for a Series, Farmer Mac shall withdraw from
the Certificate Account for such Series, to the extent of funds
available therefor, the Certificate Distribution Amount for such
Distribution Date previously calculated by it pursuant to Section
5.02. In the event that the Certificate Distribution Amount may
not be paid from amounts in the Certificate Account, Farmer Mac
shall, pursuant to its guarantee obligations set forth in Section
5.05 hereof, provide from its own funds the amount of any
insufficiency and shall distribute in Federal Funds to each
Certificateholder of record on the preceding Record Date the
amount distributable on such Certificateholder's Certificate(s)
as determined pursuant to Section 3.01. Concurrently therewith,
in the event the Certificate Account shall not be maintained with
the Trustee, Farmer Mac shall furnish to the Trustee an Officer's
Certificate (which may also relate to other Series comprised of
Classes having a similar Distribution Date) to the effect that
distribution of the Certificate Distribution Amount for such
Series and Distribution Date has been made by it.
As promptly as practicable following each Certificate
Account Deposit Date in the month of a Distribution Date, Farmer
Mac shall, in the event the amount on deposit in the Certificate
Account shall be less than the Certificate Distribution Amount
for such Distribution Date, provide to the Trustee an Officer's
Certificate stating (i) the amount of such insufficiency, (ii)
whether Farmer Mac is certain that funds will be available to it
on such Distribution Date in an amount sufficient to cure such
insufficiency without the necessity of borrowing from the United
States Treasury and (iii) in the event that the response to (ii)
is in the negative, attaching to such Officer's Certificate a
copy of the certification furnished to the Secretary of the
Treasury requesting that funds in the necessary amount be made
available to Farmer Mac on or before such Distribution Date for
purposes of satisfying its guarantee obligations in respect of
the related Series of Certificates.
Section 5.05. Farmer Mac Guarantee. Farmer Mac agrees to
pay to the Holders of Certificates of each Series on each
Distribution Date therefor the entire Certificate Distribution
Amount for such Distribution Date irrespective of whether amounts
on deposit in the related Certificate Account shall be sufficient
therefor, any insufficiency being provided by Farmer Mac from its
own funds whether internally generated, borrowed from the United
States Treasury or otherwise available.
Farmer Mac's obligations hereunder shall inure to the
benefit of and shall be enforceable by any Holder of a
Certificate through the Trustee (or individually by any such
Holder in the event the Trustee shall have failed to make prompt
demand upon Farmer Mac after due notification from any such
Holder) if, for any reason beyond the control of such Holder,
such Holder shall have failed to receive on any Distribution Date
such Holder's interest in the Certificate Distribution Amount for
such Distribution Date. Farmer Mac hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the
validity, legality or enforceability of, or any change in or
amendment to, this Agreement, or any breach with respect to any
Guarantee Fee payable to Farmer Mac in consideration of its
guarantee, the absence of any action to enforce the same, the
waiver or consent by the Holder of any Certificate or by the
Trustee with respect to any provisions of this Agreement, or any
action to enforce the same or any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of
a guarantor. Farmer Mac hereby waives diligence, presentment,
demand of payment, protest or notice with respect to each
Certificate or the interest represented thereby, and all demands
whatsoever, and covenants that this guarantee will not be
discharged except upon complete irrevocable payment of the
principal and interest obligations represented by the
Certificates.
Farmer Mac shall be subrogated to all rights of the Holders
of Certificates of any Series against the related Trust Fund and
the proceeds of the Trust Fund in respect of any amounts paid by
Farmer Mac pursuant to the provisions of its guarantee; provided,
however, that Farmer Mac's entitlement thereto on any
Distribution Date shall be limited to the amount, if any, of any
Guarantee Reimbursement Amount and shall be further subject to
the priorities set forth in Section 5.03 hereof.
No reference herein shall alter or impair the guarantee of
Farmer Mac, which is absolute and unconditional, of the due and
punctual distribution to Holders of Certificates of each Series
on each Distribution Date of the Certificate Distribution Amount
therefor.
The Farmer Mac Guarantee is not an obligation of, and is not
guaranteed as to principal or interest by the Farm Credit
Administration, the United States or any other agency or
instrumentality of the United States (other than Farmer Mac).
Section 5.06. Special Distributions. To the extent
specified in the Issue Supplement for a Series, Farmer Mac may
elect to make, or, if so specified, shall be required to make
under circumstances described in such Issue Supplement a special
distribution with respect to such Series on a Special
Distribution Date selected by it.
All payments of principal pursuant to any special
distribution shall be made in the same priority and manner as
distributions of principal on any Distribution Date. Any such
special distribution shall be made to the Holders of Certificates
of the applicable Class or Classes as of the Special Record Date
pertaining thereto and shall include accrued interest at the
applicable Certificate Interest Rate or Certificate Interest
Rates on the principal amount so distributed to the Special
Distribution Date or to such earlier date as shall be specified
in the related Issue Supplement.
As soon as practicable after Farmer Mac has determined to
make a special distribution as provided in this Section 5.06,
Farmer Mac will make available generally to financial
publications or electronic services notice of such special
distribution which shall include the Special Record Date and
Special Distribution Date applicable thereto, and the Certificate
Principal Factor for each Class of such Series after giving
effect to such special distribution on the related Special
Distribution Date.
<PAGE>
ARTICLE VI
Limitation of Liability
Section 6.01. General Limitation. Farmer Mac and FMMSC
shall be liable under the terms of the Certificates, this Trust
Agreement and any related Issue Supplement only to the extent of
faithful performance of the duties and responsibilities imposed
by the terms of this Trust Agreement and any related Issue
Supplement.
Section 6.02. Measure of Liability. Neither Farmer Mac nor
FMMSC nor any of their respective directors, officers, employees
or agents shall be under any liability for any action taken or
for refraining from the taking of any action in good faith
pursuant to the terms of this Trust Agreement and any related
Issue Supplement, or for errors in judgment; provided, however,
that this provision shall not protect Farmer Mac or FMMSC or any
such person against any liability for action or inaction by
reason of willful misfeasance, bad faith or gross negligence, or
by reason of willful disregard of obligations and duties.
Neither Farmer Mac nor FMMSC shall have any obligation to
appear in, prosecute or defend any legal action which is not
incidental to their respective duties under this Trust Agreement
and any related Issue Supplement and which in their opinion may
involve either of them in expense or liability; provided,
however, that either Farmer Mac or FMMSC in their discretion may
undertake any such legal action which they may deem necessary or
desirable in the interests of Holders of Certificates.
In the event that either Farmer Mac or FMMSC in their
discretion so determine to undertake any such legal action, the
party taking such action for its own account shall pay and defray
the expense of any such action, including attorneys' fees. Such
expense resulting from any such legal action shall be
reimbursable only to the extent amounts are available for
withdrawals from the Certificate Account pursuant to clause
fourth of Section 5.03.
ARTICLE VII
Farmer Mac
Section 7.01. Resignation. Farmer Mac shall not resign from
the duties imposed upon it by the terms of this Trust Agreement
and any Issue Supplement.
Section 7.02. Merger or Consolidation. Any corporation or
other entity into which Farmer Mac is merged or consolidated, or
any corporation or other entity resulting from any merger,
conversion or consolidation to which Farmer Mac shall be a party,
or any corporation or other entity succeeding to the business of
Farmer Mac, shall succeed to and assume all duties imposed upon
Farmer Mac by the terms of this Trust Agreement and all Issue
Supplements, without the filing of any instrument or the
performance of any further act by Farmer Mac or any
Certificateholder. Farmer Mac promptly shall furnish written
notice of such succession to all Certificateholders.
Section 7.03. Succession Upon Default. With respect to any
Trust Fund, each of the following events shall constitute an
Event of Default by Farmer Mac:
(a) any failure by Farmer Mac to distribute to Holders
of Certificates of any Class in such Trust Fund any
distribution required to be made under the terms of this
Trust Agreement and the related Issue Supplement (including,
for this purpose, pursuant to the Farmer Mac Guarantee)
which continues unremedied for a period of five days after
the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to
Farmer Mac by the Trustee or to Farmer Mac and the Trustee
by the Holders of Certificates of such Class having
Certificate Principal Balances or Notional Principal
Balances aggregating not less than 5% of the aggregate of
the Certificate Principal Balances or Notional Principal
Balances of all of the Certificates of such Class; or
(b) failure on the part of Farmer Mac duly to observe
or perform in any material respect any other of the
covenants or agreements on the part of Farmer Mac in this
Trust Agreement and the related Issue Supplement which
continues unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same
to be remedied, shall have been given to Farmer Mac and the
Trustee by the Holders of Certificates of any Class in the
related Trust Fund having Certificate Principal Balances or
Notional Principal Balances aggregating not less than 25% of
the aggregate of the Certificate Principal Balances or
Notional Principal Balances of all of the Certificates of
such Class; or
(c) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises
for the appointment of a conservator, 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 Farmer Mac and such decree or order shall
have remained in force undischarged or unstayed for a period
of 60 days; or
(d) Farmer Mac shall consent to the appointment of a
conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or similar proceedings relating to Farmer Mac or to all or
substantially all of its property; or
(e) Farmer Mac shall admit in writing its inability to
pay its debts generally as they become due, file a petition
to invoke any applicable insolvency or reorganization
statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its
obligations.
With respect to any Trust Fund, upon the occurrence of an
Event of Default, and so long as such Event of Default shall not
have been remedied, the Trustee or the Holders of Certificates of
any Class in the related Trust Fund having Certificate Principal
Balances or Notional Principal Balances aggregating not less than
25% of the aggregate of the Certificate Principal Balances or
Notional Principal Balances of all of the Certificates of such
Class may (a) terminate all obligations and duties imposed upon
Farmer Mac (other than its obligations under the Farmer Mac
Guarantee pursuant to Section 5.05) under this Trust Agreement
and the related Issue Supplement, and (b) name and appoint a
successor or successors to succeed to and assume all of such
obligations and duties. Such actions shall be effected by notice
in writing to Farmer Mac and shall become effective upon receipt
of such notice by Farmer Mac and the acceptance of such
appointment by such successor or successors.
On and after the receipt by Farmer Mac of such written
notice and the acceptance by the successor or successors to
Farmer Mac, all obligations (other than its continuing
obligations under the Farmer Mac Guarantee) and duties imposed
upon Farmer Mac under this Trust Agreement and the related Issue
Supplement shall pass to and vest in the successor or successors
named in the notice, and such successor or successors shall be
authorized, and hereby are authorized, to take all such action
and execute and deliver all such instruments and documents on
behalf of Farmer Mac, as attorney in fact or otherwise, as may be
necessary and appropriate to effect the purposes of such written
notice.
Section 7.04. Farmer Mac as Holder. Farmer Mac shall have
the right to purchase and hold for its own account any
Certificate issued pursuant to the terms of this Trust Agreement
and any Issue Supplement, notwithstanding the rights and duties
conferred and imposed upon Farmer Mac by this Trust Agreement and
any such applicable Issue Supplement. In determining whether the
Holders of the requisite amount of Certificates have given any
request, demand, authorization, direction, notice, consent or
waiver hereunder, any Certificate evidencing a beneficial
ownership interest in the related Trust Fund held by Farmer Mac
shall be disregarded and deemed not to be outstanding.
ARTICLE VIII
Concerning the Trustee
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default that 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 their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs. Any
permissive right of the Trustee contained in this Agreement shall
not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to the requirements of this Agreement. 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 if the
instrument is not corrected to the Trustee's satisfaction, the
Trustee will provide notice thereof to the Certificateholders.
(c) No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing of all such Events of Default that 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;
(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
Farmer Mac as to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee,
under this Agreement; and
(iv) No provision of this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
(d) For all purposes of this Agreement, the Trustee shall
not be deemed to have knowledge of any Event of Default or event
that, with notice or lapse of time, or both, would become an
Event of Default, unless a Responsible Officer of the Trustee
shall have received written notice thereof from the Central
Servicer or Farmer Mac or a Responsible Officer of the Trustee
shall have actual knowledge thereof, and in the absence of such
written notice or knowledge no provision hereof requiring the
taking of any action or the assumption of any duties or
responsibility by the Trustee following the occurrence of any
Event of Default or event which, with notice or lapse of time, or
both, would become an Event of Default, shall be effective as to
the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be
protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or
other paper or document prima facie in proper form and
believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel (including
counsel for Farmer Mac), and any Opinion of Counsel shall be
full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders or Farmer Mac,
pursuant to the provisions of this Agreement, unless such
Certificateholders or Farmer Mac shall have offered to the
Trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or
thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an
Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in
their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's
own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default that
may have occurred, the Trustee shall not be bound to make
any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to
do by Farmer Mac or by the Holders of Certificates of the
related series evidencing not less than 25% of the Aggregate
Certificate Principal Balance (together with the total of
all Class Notional Principal Balances if such Series
includes one or more Interest Only Classes); provided,
however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so
proceeding. The reasonable expense of every such
investigation shall be paid by Farmer Mac; and
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
(b) It is understood and agreed that, in exercising any
right to direct the Trustee in the performance of its duties
under this Agreement prior to the occurrence of an Event of
Default and after the curing of all Events of Default, Farmer Mac
shall be acting for the benefit of the Certificateholders of the
related Series; provided, that nothing in this Agreement shall be
construed to require Farmer Mac to exercise any such right or to
impose any liability on Farmer Mac for its election, in its sole
discretion, in any instance to exercise or to refrain from
exercising any such right. No failure by Farmer Mac to exercise
such right in any instance shall be deemed a waiver of such right
in any other instance. The Trustee shall be entitled to rely on
any such direction rendered to it by Farmer Mac without inquiry
as to the propriety or validity thereof, and shall be protected
in acting on such direction.
Section 8.03. Trustee Not Liable for Certificates or
Qualified Loans. Except as otherwise expressly provided herein,
the Trustee shall not be accountable for the use or application
by the Central Servicer or Farmer Mac of any funds paid to the
Central Servicer or Farmer Mac, in respect of the Qualified Loans
or deposited in or withdrawn from the Collection Account or the
Certificate Account by the Central Servicer or Farmer Mac, as the
case may be. The Trustee makes no representations or warranties
as to the validity or sufficiency of the Certificates or of any
Qualified Loan or related document, except that the Trustee
represents that this Agreement has been duly authorized, executed
and delivered by it and, assuming due execution and delivery by
the other parties hereto, constitutes its valid and binding
obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (i) applicable
bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (ii)
general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law.
Section 8.04. Trustee May Own Certificates. The Trustee in
its individual or any other capacity may become the owner or
pledgee of Certificates of any series with the same rights it
would have if it were not Trustee.
Section 8.05. Indemnification of the Trustee. Each Trust
Fund shall indemnify the Trustee in its individual capacity and
as Trustee and any director, officer, employee or agent of the
Trustee in its individual capacity and as Trustee for, and hold
them harmless against, any loss or liability incurred by any of
them without negligence or bad faith on the part of the Trustee
in its individual capacity and as Trustee or any such director,
officer, employee or agent of the Trustee in its individual
capacity and as Trustee and arising out of or in connection with
the acceptance or administration of the trusts created herewith,
including the costs and expenses of defending the Trustee in its
individual capacity and as Trustee or any such director, officer,
employee or agent of the Trustee in its individual capacity and
as Trustee against any claim or liability incurred by any of them
in connection with the exercise or performance of any of their
powers or duties hereunder, but not including any expenses
incurred in the ordinary course of performing the Trustee's
duties as set forth herein.
Section 8.06. Eligibility Requirements for Trustee. The
Trustee hereunder shall at all times be a corporation having its
principal office in a state and city acceptable to Farmer Mac and
organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined
capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice thereof
to Farmer Mac. Upon receiving such notice of resignation, Farmer
Mac shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed
and have accepted appointment within 90 days after giving of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor trustee.
(b) If at any time the Trustee shall cease to be eligible
in accordance with the provisions of Section 8.06 and shall fail
to resign after written request therefor by Farmer Mac or if at
any time the Trustee shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation, then Farmer Mac may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee and Farmer Mac shall give
written notice thereof to the Central Servicer. Notwithstanding
the foregoing, any liability of the Trustee under this Agreement
arising prior to such termination shall survive such termination.
(c) Farmer Mac may at any time remove the Trustee solely
pursuant to the Master Trustee Agreement and appoint a successor
trustee by written instrument or instruments within 90 days of
such predecessor Trustee's removal. If no successor trustee
shall have been so appointed and have accepted appointment within
90 days after the giving of such notice of removal, the
predecessor trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in Section
8.08 but in no event shall become effective until a successor has
been appointed and has accepted the duties of the Trustee.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section
8.07 shall execute, acknowledge and deliver to Farmer Mac and to
its predecessor trustee an instrument accepting such appointment
hereunder, and the successor trustee shall secure an Opinion of
Counsel (which shall be an expense of such successor trustee) to
the effect that, to the extent that the Trust Fund is exempt from
Federal income taxation, the Trust Fund is not subject to state
and local taxation in the jurisdiction where the successor
trustee is located, whereupon 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 execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights,
powers, duties and obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of
Section 8.06.
Section 8.09. 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 8.06, without the execution or filing of any paper or
any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.
(a) Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, Farmer Mac and the
Trustee acting jointly shall have the power to 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 related Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to such Trust Fund, or any
part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts
as Farmer Mac and the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee
under Section 8.06 hereunder. Except as specifically provided in
the first sentence of this paragraph, the Trustee shall have no
other rights to appoint a co-trustee.
(b) In the case of any appointment of a co-trustee or
separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the
Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be
performed, the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the
Trust Fund or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee
at the direction of the Trustee.
(c) Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee
and co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating
to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed
with the Trustee.
(d) Any separate trustee and 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 an be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
Section 8.11. Controlling Provisions. In the event of any
conflict between the provisions of the Master Trustee Agreement
and this Agreement, the provisions of this Agreement shall be
deemed controlling.
Section 8.12. Trustee Fees. As compensation for its
services hereunder, the Trustee shall be entitled to receive from
Farmer Mac fees at such times, and in such amounts, as shall be
specified for the related Trust Fund in the Master Trustee
Agreement. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust.
ARTICLE IX
Termination
Section 9.01. Termination Upon Repurchase by Farmer Mac of
All Qualified Loans. The respective obligations and
responsibilities of Farmer Mac created hereby and by an Issue
Supplement shall terminate as to the related Trust Fund upon the
distribution by Farmer Mac to all Holders of Certificates
evidencing beneficial ownership interests in such Trust Fund of
all amounts required to be distributed hereunder and thereunder
upon (i) the repurchase by Farmer Mac of all Qualified Loans and
REO Property remaining in the related Trust Fund at a price
computed in the manner specified in the related Issue Supplement,
(ii) the final payment of the last Qualified Loan and/or REO
Property remaining in the related Trust Fund; or (iii)
distribution by Farmer Mac pursuant to the Farmer Mac Guarantee
on the Final Distribution Date for the latest maturing Class of
the Related Series of an amount sufficient to reduce the Class
Certificate Principal Balance of such Class to zero; provided,
however, that in no event shall any trust created hereby and by
the related Issue Supplement continue beyond the expiration of 21
years from the death of the survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States of America
to the Court of St. James', living on the Cut-Off Date of the
related Series of Certificates.
The right of Farmer Mac to repurchase all Qualified Loans
and REO Property in a Trust Fund pursuant to (i) above shall be
subject to such conditions as shall be set forth in the related
Issue Supplement. Any such repurchase shall take place on a
Distribution Date, and the proceeds of any such repurchase shall
be distributed to Holders of Certificates on such Distribution
Date in the respective proportions specified in the related Issue
Supplement.
In connection with any such termination, Farmer Mac shall
make available to financial publications notice for the benefit
of Holders of Certificates in the related Trust Fund to the
effect that the final distribution will be made on the
Distribution Date therein specified to Certificateholders of
record on the applicable Record Date.
ARTICLE X
Supplemental Agreements
Section 10.01. Permissible Without Action by
Certificateholders. Farmer Mac, FMMSC and the Trustee, from time
to time and at any time, may, without the consent of or notice
(other than in the case of any instrument supplemental thereto
pursuant to clause (b) below) to any Holder of a Certificate,
enter into an agreement or other instrument supplemental hereto
and which thereafter shall form a part hereof, for any one or
more of the following purposes:
(a) to add to the covenants of Farmer Mac, whether
applicable to one or more Trust Funds;
(b) to evidence the succession pursuant to Article VII
of another Person or Persons to Farmer Mac and the
assumption by such successor or successors of the
obligations of Farmer Mac hereunder;
(c) to eliminate any right reserved to or conferred
upon Farmer Mac;
(d) to take such action to cure any ambiguity or
correct or supplement any provision in this Trust Agreement
or in any Issue Supplement as Farmer Mac may deem necessary
or desirable; or
(e) to modify, eliminate or add to the provisions of
this Trust Agreement and any related Issue Supplement to
such extent as shall be necessary to maintain the
qualification of the Trust Fund as a REMIC under the Code;
provided that (i) there shall have been delivered to the
Trustee an Opinion of Counsel to the effect that such action
is necessary or advisable to maintain such qualification,
and (ii) such amendment shall not have any of the effects
described in paragraphs (a) through (c) of the proviso to
Section 10.02.
Section 10.02. Waivers and Supplemental Agreements With
Consent of Holders. With the consent of the Holders of
Certificates of each Class in the related Trust Fund having
Certificate Principal Balances and Notional Principal Balances
aggregating not less than 66% of the aggregate of the Certificate
Principal Balances or Notional Principal Balances, as applicable,
of all of the Certificates of such Class, (i) compliance by
Farmer Mac with any of the terms of this Trust Agreement or the
related Issue Supplement may be waived or (ii) Farmer Mac may
enter into any Supplemental Agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of
the provisions of this Trust Agreement or the related Issue
Supplement or of modifying in any manner the rights of the
Holders of the Certificates issued under this Trust Agreement and
the related Issue Supplement; provided that no such waiver or
Supplemental Agreement shall:
(a) without the consent of all Certificateholders
affected thereby reduce in any manner the amount of, or
delay the timing of, distributions which are required to be
made on any Certificate;
(b) without the consent of all Certificateholders
(i) terminate or modify the Farmer Mac Guarantee with
respect to the Certificates of such Series, or (ii) reduce
the aforesaid percentages of Certificates, the Holders of
which are required to consent to any waiver or any
Supplemental Agreement; or
(c) without the consent of the Holder of each Residual
Certificate, adversely effect materially the rights of each
such Holder, including, without limitation, which might have
the effect of increasing any taxes payable by such Holders.
It shall not be necessary for Holders to approve the
particular form of any proposed Supplemental Agreement, but it
shall be sufficient if such Holders shall approve the substance
thereof.
Promptly after the execution of any Supplemental Agreement
pursuant to this Section, Farmer Mac shall give notice thereof to
Holders of Certificates. Any failure of Farmer Mac to give such
notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such Supplemental Agreement.
<PAGE>
ARTICLE XI
REMIC Provisions
Section 11.01. REMIC Administration.
(a) Unless otherwise specified in the Issue Supplement for
a Series, the Closing Date shall be deemed to have been
designated as the "startup day" of the related Trust fund within
the meaning of Section 860(a)(9) of the Code.
(b) The Holder of Certificates in a Series evidencing the
largest percentage interest in the Class designated as the
"residual interest" in the related REMIC shall be deemed to have
designated the REMIC Administrator as the fiduciary in the
performance of all the duties required of, or permitted to be
taken by, the tax matters person for such REMIC and, if
necessary, to execute a power of attorney to such effect. The
REMIC Administrator, in such capacity, shall (i) act on behalf of
the REMIC in relation to any tax matter or controversy involving
the Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect
thereto. The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such proceeding
and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to
reimbursement therefor from _________________ unless such legal
expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross
negligence.
(c) The REMIC Administrator shall prepare or cause to be
prepared all of the Tax Returns that it determines are required
with respect to the REMIC and deliver such Tax Returns in a
timely manner to the Trustee and the Trustee shall sign and file
such Tax Returns in a timely manner. The expenses of preparing
such returns shall be borne by the REMIC Administrator without
any right of reimbursement therefor. The REMIC Administrator
agrees to indemnify and hold harmless the Trustee with respect to
any tax or liability arising from the Trustee's signing of Tax
Returns that contain errors or omissions. The Trustee and Farmer
Mac shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time
request for the purpose of enabling the REMIC Administrator to
prepare Tax Returns.
(d) The REMIC Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is
necessary for the application of any tax relating to the transfer
of a Certificate to any Person who is not a Permitted Transferee
and, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium.
(e) The Farmer Mac and the REMIC Administrator shall take
such actions and shall cause the REMIC created hereunder and the
related Issue Supplement to take such actions as are reasonably
within Farmer Mac's or the REMIC Administrator's control and the
scope of its duties more specifically set forth herein as shall
be necessary or desirable to maintain the status thereof as a
REMIC under the REMIC Provisions (and the Trustee shall assist
the Farmer Mac and the REMIC Administrator, to the extent
reasonably requested by the Farmer Mac's and the REMIC
Administrator to do so). Farmer Mac and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the
REMIC to take any action or fail to take (or fail to cause to be
taken) any action reasonably within its control and the scope of
duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the related REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but
not limited to the tax on prohibited transactions as defined in
Section 860(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 Farmer Mac or the REMIC
Administrator, as applicable, has received an Opinion of Counsel
(at the expense of the party seeking to take such action) to the
effect that the contemplated action will not, with respect to the
REMIC created hereunder and the related Issue Supplement,
endanger such status or, unless Farmer Mac or the REMIC
Administrator, as applicable, determines in its sole discretion
to indemnify the Trust Fund against such tax, result in the
imposition of such a tax. The Trustee shall not take or fail to
take any action (whether or not authorized hereunder) as to which
Farmer Mac or the REMIC Administrator, as applicable, has advised
it in writing that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with
respect to the REMIC or its assets, or causing the REMIC to take
any action, which is not expressly permitted under the terms of
this Agreement, the Trustee will consult with Farmer Mac or the
REMIC Administrator, as applicable, or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to the REMIC, and the Trustee shall
not take any such action or cause the REMIC to take any such
action as to which Farmer Mac or the REMIc Administrator, as
applicable, has advised it in writing that an Adverse REMIC Event
could occur. Farmer Mac or the REMIC Administrator, as
applicable, may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement. At all
times as may be required by the Code, Farmer Mac will to the
extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the
assets of the REMIC as "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(f) In the event that any tax is imposed on "prohibited
transactions" of the REMIC created hereunder and the related
Issue Supplement as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in
Section 860G(c) of the Code, on any contributions to the REMIC
after the Startup Day therefor pursuant to Section 860G(d) of the
Code, or any other tax laws, such tax shall be charged (i) to
Farmer Mac, if such tax arises out of or results from a breach by
Farmer Mac of any of its obligations under this Agreement or
Farmer Mac has in its sole discretion determined to indemnify the
Trust Fund against such tax or (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of
its obligations under this Article VIII.
(g) The Trustee and Farmer Mac shall, for federal income
tax purposes, maintain books and records with respect to the
REMIC on a calendar year and on an accrual basis or as otherwise
may be required by the REMIC Provisions.
(h) Following the Startup Day, neither Farmer Mac nor the
Trustee shall accept any contributions of assets to the REMIC
unless Farmer Mac and the Trustee shall have received an Opinion
of Counsel (at the expenses of the party seeking to make such
contribution) to the effect that the inclusion of such assets in
the REMIC will not cause the REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding or subject the
REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(i) Neither Farmer Mac nor the Trustee shall enter into any
arrangement by which the REMIC will receive a fee or other
compensation for services nor permit the REMIC to receive any
income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(j) Solely for the purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury Regulations, the "latest possible maturity date"
by which the Class Certificate Principal Balance of each Class
comprising a Series shall be reduced to zero shall be the
Distribution Date immediately following the second anniversary of
the latest scheduled maturity of any Qualified Loan in the
related Trust Fund.
(k) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of the Collateralized
Debt Obligations" for the REMIC.
Section 11.02. Indemnification.
(a) The REMIC Administrator agrees to indemnify the
Trust Fund, Farmer Mac and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, Farmer Mac or the
Trustee, as a result of a breach of the REMIC Administrator's
covenants set forth in this Article XI with respect to compliance
with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns
prepared by the REMIC Administrator that contain errors or
omissions; provided, however, that such liability will not be
imposed to the extent such breach is a result of an error or
omission in information provided to the REMIC Administrator by
Farmer Mac in which case Section 11.02(b) will apply.
(b) Farmer Mac agrees to indemnify the Trust Fund, the
REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund or the Trustee as a
result of a breach of Farmer Mac's covenants set forth in this
Trust Agreement or the related Issue Supplement, including
without limitation, any penalties arising from the Trustee's
execution of Tax Returns prepared by Farmer Mac that contain
errors or omissions.
(c) Farmer Mac agrees to hold harmless and indemnify
the Holder of any Residual Certificate against any liability on
account of any federal income tax (including interest and
penalties) imposed on the related Trust Fund to the extent any
such tax shall be paid or payable by it.
ARTICLE XII
Miscellaneous
Section 12.01. Holders. The death or incapacity of any
Holder of a Certificate shall not operate to terminate this Trust
Agreement or any Issue Supplement, nor entitle such Holder's
legal representative or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding
up of the affairs of the related Trust Fund, nor otherwise affect
the rights, duties and obligations of any of the parties to this
Trust Agreement or any such Issue Supplement.
No Holder shall have any right to control or to participate
in the control and administration of any Trust Fund, nor shall
any of the terms of this Trust Agreement or any such Issue
Supplement be construed to constitute the Holders and Farmer Mac
as partners or members of an association, nor shall any Holder
have any duty or liability to any third person by reason of any
action taken by the parties to this Trust Agreement or any such
Issue Supplement pursuant to the provisions hereof and thereof.
No Holder shall have any right by virtue of any provision of
this Trust Agreement or any Issue Supplement to institute any
suit, action or proceeding in equity or at law upon or under or
with respect to this Trust Agreement or any Issue Supplement
unless an Event of Default shall have occurred and be continuing
in respect of the Trust Agreement and related Issue Supplement.
For the protection and enforcement of the provisions of this
Section, each and every Holder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
Section 12.02. Reserve Banks as Agent. For each Regular
Certificate, the appropriate Reserve Bank shall be considered to
be acting as the agent of Farmer Mac in providing to and
conferring upon the owners of the Regular Certificates, as such
owners shall appear on the records of such Reserve Bank, the
substantive rights and benefits which are provided for herein for
Holders of Certificates. Accordingly, the substantive effect of
all provisions herein providing rights and benefits to Holders of
Regular Certificates, including, without limitation, provisions
relating to distributions, voting and notices, shall apply to
such record owners on the books of the Reserve Bank, through the
appropriate Reserve Bank acting as agent for Farmer Mac.
Section 12.03. Governing Law. The terms of this Trust
Agreement and any Issue Supplement shall be construed in
accordance with the laws of the District of Columbia.
Section 12.04. Demands, Notices, Communications. All formal
demands, notices and communications by and between Farmer Mac,
the Trustee and the Holder of any Certificate shall be in writing
and delivered in person or by first class mail, postage prepaid
(a) if to Farmer Mac or the Depositor, to 919 18th Street, N.W.,
Washington, D.C. 20006, or to such other address as shall be set
forth in a notification to Holders, or (b) if to the Trustee, the
Certificate Registrar or the Transfer Agent to First Trust
Center, 180 East Fifth Street, St. Paul, MN 55101, Attn: Vice
President-Structured Finance or (c) if to the Holder of a Regular
Certificate, to the appropriate Holder in care of the Reserve
Bank at the address provided to Farmer Mac by such Reserve Bank
or (d) if to the Holder of a Residual Certificate, to such Holder
at the address shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Trust Agreement or any
Issue Supplement shall be conclusively presumed to have been duly
given whether or not the Holder receives such notice.
Section 11.05. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Trust Agreement or any Issue Supplement shall be for any reason
whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Trust
Agreement or any Issue Supplement and shall in no way affect the
validity or enforceability of the other provisions of this Trust
Agreement or any Issue Supplement or of the Certificates or the
rights of the Holders thereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto hereby execute this
Trust Agreement, as of the day and year first above written.
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION
[SEAL]
By:/s/ Henry D. Edelman
____________________________
Attest: ________________________
FARMER MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By:/s/ Christopher Dunn
____________________________
Attest:_______________________
FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
[SEAL]
By:/s/ Eve Kaplan
_____________________________
Attest:_______________________
<PAGE>
EXHIBIT 4.2
Issue Supplement
[EXECUTION]
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
ISSUE SUPPLEMENT
Dated as of June 1, 1996
TO TRUST AGREEMENT
FOR GRANTOR TRUSTS
Dated as of June 1, 1996
for
GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
Series Designation Issue Date
Series 6/26/96 June 27, 1996
THIS ISSUE SUPPLEMENT accompanies and supplements a certain
Trust Agreement for Grantor Trusts, dated as of June 1, 1996 (the
"Trust Agreement"), among the Federal Agricultural Mortgage
Corporation, a federally chartered instrumentality of the United
States ("Farmer Mac"), Farmer Mac Mortgage Securities Corporation, a
corporation organized and existing under the laws of the State of
Delaware (the "Depositor") and First Trust National Association, a
national banking association (the "Trustee"). Unless otherwise
specified, certain capitalized terms are defined in such Trust
Agreement and shall have the meanings so defined.
The collective terms of such Trust Agreement and this Issue
Supplement shall govern the composition of the Trust Fund, the
beneficial ownership of which is evidenced by the Series of
Certificates having the above designation, and have no applicability
to any other Trust Fund. If any provision of this Issue Supplement
conflicts with or contradicts a provision of the Trust Agreement,
the provisions of this Issue Supplement shall control.
The Depositor, does hereby transfer, assign, set over and
otherwise convey to the Trustee for the Holders of Certificates
evidencing beneficial ownership interests in the Trust Fund estab
lished hereby (i) all of the Depositor's right, title and interest
in and to the Qualified Loans identified in the Qualified Loan
Schedule attached as Schedule I hereto, including all payments of
principal and interest thereon received after June 1, 1996 (the "Cut-
Off Date") other than payments of principal and interest due on or
before the Cut-off Date and (ii) all of the Depositor's rights, as
assignee of Farmer Mac, under each Loan Sale Agreement providing for
the sale of the Qualified Loans identified in the Qualified Loan
Schedule attached as Schedule I hereto, including, but not limited
to, the right to enforce the representations and warranties therein
against the related Seller.
Section 1. Certain Defined Terms Inapplicable. The following
terms defined in Section 1.01 of the Trust Agreement shall have no
applicability to the Series of Certificates authorized hereby:
"Class Notional Principal Balance," "Interest Only Certificates,"
"Interest Only Class," "Notional Principal Balance", "Participation
Certificate", "Special Distribution Date" and "Special Record Date."
Section 2. Certain Defined Terms Redefined. The following
terms defined in Section 1.01 of the Trust Agreement are modified to
have the following meanings for the Series of Certificates
authorized hereby:
Certificate: A Guaranteed Agricultural Mortgage-Backed
Security, which, in the case of all Classes of Certificates, shall
be issued in book-entry form and maintained in the name of a record
owner as an entry on the books of a Reserve Bank under a designation
specifying the Series, Class and denomination thereof.
Certificate Distribution Amount: With respect to each Class
and Distribution Date, the sum of
(a) all interest accrued at the related Certificate
Interest Rate during the preceding Interest Accrual Period for
such Class on the Class Certificate Principal Balance thereof
immediately preceding such Distribution Date; and
(b) the Principal Distribution Amount on such date for
the Qualified Loan Pool bearing the same alpha-numerical
designation as such Class.
Certificate Interest Rate: For each Class and Distribution
Date, a variable rate per annum equal to the weighted average (by
Scheduled Principal Balance) carried to three decimal places,
rounded down, of the Net Mortgage Rates of the Qualified Loans in
the Qualified Loan Pool bearing the same alpha-numerical designation
as such Class.
Certificate Principal Balance: As to any Certificate, prior to
the related initial Distribution Date, the Denomination thereof and,
subsequent to such initial Distribution Date, the Denomination
thereof multiplied by the then applicable Certificate Principal
Factor.
Certificate Principal Factor: As to any date of determination
and as to any Class of Certificates, a fraction the numerator of
which is (i) the aggregate of the Denominations of all Certificates
of such Class minus (ii) the aggregate amount of all Principal
Distribution Amounts, if any, allocable thereto prior to such date
of determination and the denominator of which is the aggregate of
the Denominations of all Certificates of such Class.
Certificateholder or Holder: As to any Certificates, the
record owner on the appropriate Reserve Bank's books.
Class Certificate Principal Balance: With respect to any Class
of Certificates, at any time, the aggregate of the Certificate
Principal Balances of all Certificates of such Class.
Distribution Date: As to each Class, the 25th day of each
month specified in the table below (or if such 25th day is not a
Business Day, the Business Day immediately following), commencing on
the date specified:
<TABLE>
<CAPTION>
Month of Each Initial
Class Distribution Date Distribution Date
<S> <C> <C>
BA1001 January January 25, 1997
BQ1001 January, April, July July 25, 1996
and October
BS1001 January and July July 25, 1996
AQ1001 January, April, July July 25, 1996
and October
AS1001 January and July July 25, 1996
AS2001 April and October October 25, 1996
AA1001 January January 25, 1997
AA2001 April April 25, 1997
AA3001 July July 25, 1996
AA4001 October October 25, 1996
</TABLE>
Due Period: With respect to any Qualified Loan Pool and
Distribution Date, the period beginning immediately following the
preceding Due Period (or the day immediately following the Cut-Off
Date in the case of the initial Distribution Date) and ending on and
including the first day of the month of such Distribution Date.
Final Distribution Date: As to any Class, the Distribution
Date specified as such for such Class in Section 4 hereof.
Prepayment Period: As to each Qualified Loan Pool and
Distribution Date, the preceding Due Period for such Qualified Loan
Pool.
Principal Distribution Amount: With respect to each Qualified
Loan Pool and Distribution Date, the sum of
(a) all Curtailments received with respect to the
Qualified Loans in such Qualified Loan Pool during the previous
Prepayment Period for such Qualified Loan Pool;
(b) the Scheduled Principal Balance of each related
Qualified Loan in such Qualified Loan Pool which was the
subject of a Principal Prepayment in Full during the preceding
Prepayment Period or which became a Liquidated Qualified Loan
(or which was repurchased from the Trust Fund as permitted or
required pursuant to the Trust Agreement) during such preceding
Prepayment Period for such Qualified Loan Pool;
(c) the principal component of each Installment Payment
(including any Balloon Payment) due in respect of each
Qualified Loan included in such Qualified Loan Pool during the
preceding Due Period for such Qualified Loan Pool; and
(d) if such Distribution Date is the Final Distribution
Date for the related Class of Certificates, any amount by which
the Class Certificate Principal Balance therefor would be
greater than zero after distribution of the amounts specified
in (a) - (c) above.
Qualified Loan Schedule: As of any date of determination, the
schedule of Qualified Loans included in the Trust Fund, separately
identifying each Qualified Loan Pool and the Field Servicer's Fee
for each Qualified Loan. The initial schedule is attached as
Schedule I hereto.
Section 3. Defined Terms Applicable to Issue Supplement.
Whenever used in this Issue Supplement, the following words and
phrases shall have the following meanings:
Central Servicer: Western Farm Credit Bank, a federally
chartered institution of the Farm Credit System.
Central Servicing Fee Rate: An amount as described in the
supplement to the Servicing Contract between Farmer Mac and the
Central Servicer.
Closing Date: June 27, 1996.
Collected Prepayment Premiums: With respect to each Class of
Certificates and Distribution Date, the aggregate of Prepayment
Premiums received during the preceding Due Period by the Central
Servicer, in each case, in respect of the Qualified Loan Pool
bearing the same alpha-numerical designation as such Class.
Cut-Off Date: June 1, 1996.
Field Servicer's Fee: The per annum rate identified as such
for each Qualified Loan set forth in the Qualified Loan Schedule.
Guarantee Fee: 0.50% per annum.
Interest Accrual Period: As to each Class and Distribution
Date, the period from the first day of the month of the preceding
Distribution Date (or in the case of the initial Distribution Date
for a Class, from the Cut-off Date) to and including the last day of
the month preceding the month of such Distribution Date.
Liquidated Qualified Loan: Any defaulted Qualified Loan as to
which Farmer Mac has determined that all amounts it expects to
recover from or on account of such Qualified Loan have been
recovered.
Net Mortgage Rate: As to each Qualified Loan, the Mortgage
Rate thereon less the sum of (i) 0.95% and (ii) the Field Servicer's
Fee for such loan.
Qualified Loan Pool: Each of the ten groups of Qualified Loans
identified in the Qualified Loan Schedule.
Termination Percentage: One percent.
Termination Price: The sum of 100% of the unpaid principal
balance of each outstanding Qualified Loan and any REO Qualified
Loan plus accrued and unpaid interest thereon at the applicable
Mortgage Rate (less any amounts constituting previously unreimbursed
advances).
Section 4. Classes of Certificates; Distributions on
Certificates. The Series of Certificates authorized by the Trust
Agreement and this Issue Supplement shall be divided into ten
Classes of Certificates having the terms and provisions hereinafter
set forth. The Class designations, original Class Certificate
Principal Balances and Final Distribution Dates shall be as follows:
<PAGE>
<TABLE>
<CAPTION>
Original
Class
Certificate Final
Principal Distribution
Designation Balance Date
<S> <C> <C>
Class BA1001 $ 4,782,450 January 25, 2004
Class BQ1001 3,061,881 April 25, 2003
Class BS1001 5,004,000 July 25, 2003
Class AQ1001 18,215,126 July 25, 2011
Class AS1001 16,065,060 July 25, 2011
Class AS2001 8,672,900 October 25, 2011
Class AA1001 32,540,074 January 25, 2012
Class AA2001 14,943,800 April 25, 2011
Class AA3001 4,455,052 July 25, 2011
Class AA4001 12,971,603 October 25, 2011
</TABLE>
On each Distribution Date for a Class of Certificates,
Farmer Mac shall distribute the related Certificate Distribution
Amount and any Collected Prepayment Premiums for such Class to
the Certificateholders of such Class as of the related Record
Date. Amounts distributed in respect of clause (b) of the
definition of Certificate Distribution Amount shall be applied in
reduction of the Certificate Principal Balances of the
Certificates. All distributions of the Certificate Distribution
Amount and any Collected Prepayment Premiums for a Class shall be
applied on a pro rata basis among the Certificates of such Class.
Collected Prepayment Premiums shall not be applied to accrued
certificate interest on or to reduce the Certificate Principal
Balance of any Certificate.
Section 5. Form and Denominations. The Certificates shall
be issued in book-entry form as provided in Section 3.02(a);
interests therein shall be held in minimum Denominations of
$1,000 and integral multiples of $1 in excess thereof.
Section 6. Collection of Certain Qualified Loan Payments.
Section 4.05 of the Trust Agreement is amended by restating
clause (v) thereof in its entirety as follows:
"(v) Any Prepayment Premiums on the Qualified Loans."
Section 7. Termination of the Trust Fund. Section 9.01 of
the Trust Agreement is restated in its entirety as follows:
"The respective obligations and responsibilities of
Farmer Mac and the Trustee created hereby shall terminate
upon the distribution to all Holders of all amounts required
to be distributed hereunder upon (i) the repurchase by
Farmer Mac of all Qualified Loans and REO Property remaining
in the Trust Fund at the Termination Price, (ii) the final
payment of the last Qualified Loan and/or REO Property
remaining in the Trust Fund; or (iii) distribution by Farmer
Mac pursuant to the Farmer Mac Guarantee on the Final
Distribution Date for the Class of Certificates having the
latest Final Distribution Date of an amount sufficient to
reduce the Class Certificate Principal Balance of such Class
to zero; provided, however, that in no event shall any trust
created hereby continue beyond the expiration of 21 years
from the death of the survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States of
America to the Court of St. James's, living on the Cut-Off
Date.
The right of Farmer Mac to repurchase all Qualified
Loans and REO Property in the Trust Fund pursuant to clause
(i) above shall be subject to the aggregate Scheduled
Principal Balances of the Qualified Loans being less than
the Termination Percentage of the Scheduled Principal
Balances thereof as of the Cut-Off Date. Any such
repurchase shall take place on a Distribution Date for any
then outstanding Class (regardless of whether such
Distribution Date constitutes a Distribution Date for all
such Classes of Certificates), and the proceeds of any such
repurchase shall be distributed to Holders of the applicable
Classes of Certificates on such Distribution Date, pro rata,
in the first instance in respect of accrued interest and
then, as a distribution of principal.
In connection with any such termination, Farmer Mac
shall make available to financial publications and
electronic services notice for the benefit of Holders of
Certificates to the effect that the final distribution will
be made on the Distribution Date therein specified to
Certificateholders of record on the applicable Record Date."
* * * * * * * * * * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto hereby execute this
Issue Supplement, as of the day and year first above written.
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION
SEAL]
By:/s/ Henry D. Edelman
________________________________
Attest:
FARMER MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By:/s/ Christopher Dunn
__________________________________
Attest:_______________________
FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
[SEAL]
By:/s/ Eve Kaplan
________________________________
Attest:_______________________
EXHIBIT 99.1
Qualified Loan Schedule
<PAGE>
<TABLE>
Original Cutoff Fixed Original First First
Loan Origination Loan Principal Original Prin Pmt Prin Pmt Scheduled Prin Pmt Int Pmt
Number Pool State Date Balance Balance Note Rate Type Amount P&I Due Date Due Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
900058500 BA1001 KY 11/21/95 222,000.00 222,000.00 8.00% 2 0 33,084.55 01/01/97 01/01/96
900079800 BA1001 KY 02/13/96 194,000.00 194,000.00 8.30% 2 0 23,081.80 01/01/97 01/01/97
900088700 BA1001 CA 01/25/96 290,500.00 290,500.00 7.50% 2 0 32,909.94 01/01/97 01/01/97
900104200 BA1001 IN 01/22/96 15,000.00 15,000.00 8.75% 2 0 2,955.40 01/01/97 01/01/97
900179400 BA1001 MN 03/22/96 55,000.00 55,000.00 7.90% 2 0 6,386.44 01/01/97 01/01/97
900184000 BA1001 CA 03/20/96 420,000.00 420,000.00 7.50% 2 0 47,580.64 01/01/97 01/01/97
900185900 BA1001 CA 03/20/96 196,000.00 196,000.00 7.50% 2 0 22,204.30 01/01/97 01/01/97
900207300 BA1001 CA 04/15/96 135,000.00 135,000.00 7.95% 2 0 15,723.87 01/01/97 01/01/97
900269300 BA1001 CA 05/13/96 2,100,000.00 2,100,000.00 8.11% 2 0 246,992.37 01/01/97 01/01/97
900270700 BA1001 MN 05/08/96 89,950.00 89,950.00 8.26% 2 0 13,562.83 01/01/97 01/01/97
900384300 BA1001 CA 05/09/96 450,000.00 450,000.00 8.58% 2 0 54,449.75 01/01/97 01/01/97
900404100 BA1001 TN 06/05/96 500,000.00 500,000.00 8.50% 2 0 60,210.23 01/01/97 01/01/97
900405000 BA1001 SD 06/20/96 115,000.00 115,000.00 8.60% 2 0 17,605.06 01/01/97 01/01/97
900069000 BQ1001 CA 01/01/96 287,676.00 285,354.25 8.95% 2 0 8,758.51 04/01/96 04/01/96
900094100 BQ1001 WA 01/08/96 1,400,000.00 1,388,246.75 8.50% 2 0 41,503.25 07/01/96 04/01/96
900095000 BQ1001 KY 03/01/96 327,000.00 327,000.00 7.75% 2 0 9,265.31 07/01/96 04/01/96
900169700 BQ1001 CA 02/29/96 700,000.00 700,000.00 7.34% 2 0 24,854.36 07/01/96 04/01/96
900174300 BQ1001 CA 02/21/96 161,280.00 161,280.00 7.34% 2 0 5,726.44 07/01/96 04/01/96
900267700 BQ1001 IL 04/23/96 200,000.00 200,000.00 8.75% 2 0 9,627.76 07/01/96 07/01/96
900019400 BS1001 SD 10/13/95 250,000.00 250,000.00 8.95% 2 0 15,302.77 07/01/96 01/01/96
900020800 BS1001 SD 10/13/95 250,000.00 250,000.00 8.95% 2 0 15,302.77 07/01/96 01/01/96
900051800 BS1001 SD 12/11/95 80,500.00 80,500.00 8.47% 2 0 4,789.06 07/01/96 01/01/96
900061500 BS1001 UT 05/01/96 1,100,000.00 1,100,000.00 8.65% 2 0 66,146.98 01/01/97 07/01/96
900081000 BS1001 CA 12/19/95 450,000.00 450,000.00 8.00% 2 0 26,023.54 07/01/96 01/01/96
900086000 BS1001 CA 12/28/95 100,000.00 100,000.00 8.05% 2 0 5,800.58 07/01/96 01/01/96
900151400 BS1001 IL 02/20/96 105,000.00 105,000.00 8.00% 2 0 6,072.16 01/01/97 07/01/96
900177800 BS1001 KY 02/28/96 100,000.00 100,000.00 7.75% 2 0 5,695.56 07/01/96 07/01/96
900211100 BS1001 IN 03/12/96 58,500.00 58,500.00 8.00% 2 0 4,304.53 07/01/96 07/01/96
900243000 BS1001 CA 03/29/96 1,350,000.00 1,350,000.00 7.90% 2 0 98,896.06 01/01/97 07/01/96
900266900 BS1001 CA 04/15/96 250,000.00 250,000.00 8.10% 2 0 14,545.42 01/01/97 07/01/96
900479300 BS1001 KY 05/22/96 910,000.00 910,000.00 8.38% 2 0 53,846.14 01/01/97 07/01/96
900000300 AQ1001 MI 08/11/95 1,654,000.00 1,638,257.98 8.75% 2 0 43,967.10 01/01/96 10/01/95
900006200 AQ1001 KY 10/02/95 752,500.00 745,398.08 8.62% 2 0 19,820.53 01/01/96 01/01/96
900009700 AQ1001 SD 10/11/95 1,600,000.00 1,571,034.43 9.27% 2 0 49,521.65 01/01/96 01/01/96
900032100 AQ1001 WA 12/20/95 472,400.00 469,998.93 8.13% 2 0 11,996.70 04/01/96 01/01/96
900033000 AQ1001 ID 12/11/95 280,000.00 279,138.35 8.25% 2 0 6,636.65 04/01/96 01/01/96
900044500 AQ1001 CA 12/11/95 279,000.00 277,688.29 8.76% 2 0 7,421.81 04/01/96 01/01/96
900057700 AQ1001 KY 01/23/96 217,500.00 217,500.00 8.25% 2 0 6,352.07 07/01/96 04/01/96
900082800 AQ1001 OR 12/20/95 127,000.00 125,952.29 8.70% 2 0 3,809.96 04/01/96 01/01/96
900084400 AQ1001 WA 01/23/96 155,000.00 155,000.00 8.25% 2 0 4,526.77 07/01/96 04/01/96
900087900 AQ1001 CA 01/22/96 1,000,000.00 997,274.06 9.00% 2 0 25,225.94 04/01/96 04/01/96
900090900 AQ1001 CA 12/13/95 110,000.00 109,127.72 9.15% 2 0 3,388.53 04/01/96 01/01/96
900118200 AQ1001 SD 03/19/96 115,000.00 115,000.00 8.55% 2 0 2,795.34 07/01/96 04/01/96
900149200 AQ1001 KY 05/28/96 240,000.00 240,000.00 8.72% 2 0 6,365.94 07/01/96 07/01/96
900156500 AQ1001 UT 05/20/96 250,000.00 250,000.00 8.15% 2 0 5,875.49 10/01/96 07/01/96
900166200 AQ1001 SD 04/01/96 60,000.00 60,000.00 8.24% 2 0 1,751.24 07/01/96 07/01/96
900178600 AQ1001 WA 05/17/96 3,500,000.00 3,500,000.00 8.30% 2 0 102,524.54 10/01/96 07/01/96
900182400 AQ1001 CA 06/19/96 2,500,000.00 2,500,000.00 8.75% 2 0 61,785.00 10/01/96 07/01/96
900196400 AQ1001 CA 05/08/96 500,000.00 500,000.00 8.10% 2 0 11,701.03 10/01/96 07/01/96
900223500 AQ1001 CA 04/10/96 892,156.00 892,156.00 8.25% 2 0 21,146.15 10/01/96 07/01/96
900272300 AQ1001 CA 05/20/96 1,475,000.00 1,475,000.00 9.00% 2 0 37,208.26 07/01/96 07/01/96
900300200 AQ1001 ID 06/04/96 752,000.00 752,000.00 8.80% 2 0 22,693.65 10/01/96 07/01/96
900347900 AQ1001 CA 04/24/96 419,600.00 419,600.00 8.54% 2 0 12,468.80 10/01/96 07/01/96
900427000 AQ1001 CA 04/29/96 325,000.00 325,000.00 8.00% 2 0 9,349.59 10/01/96 07/01/96
900548000 AQ1001 SD 06/17/96 600,000.00 600,000.00 8.65% 2 0 17,946.53 10/01/96 07/01/96
900018600 AS1001 SD 10/13/95 500,000.00 500,000.00 9.20% 2 0 25,713.83 07/01/96 01/01/96
900034800 AS1001 MN 11/10/95 200,000.00 200,000.00 8.69% 2 0 9,866.46 07/01/96 01/01/96
900038000 AS1001 SD 11/22/95 109,860.00 109,860.00 8.79% 2 0 6,661.40 07/01/96 01/01/96
900056900 AS1001 WA 12/15/95 660,000.00 660,000.00 8.40% 2 0 34,344.41 07/01/96 01/01/96
900063100 AS1001 SD 01/01/96 170,000.00 170,000.00 8.60% 2 0 10,192.34 07/01/96 07/01/96
900065800 AS1001 CA 12/05/95 160,000.00 160,000.00 8.50% 2 0 7,769.61 07/01/96 01/01/96
900074700 AS1001 WA 02/09/96 600,000.00 600,000.00 8.25% 2 0 30,880.29 07/01/96 07/01/96
900078000 AS1001 MN 01/01/96 570,000.00 570,000.00 8.88% 2 0 28,550.55 07/01/96 07/01/96
900080100 AS1001 WA 01/22/96 650,000.00 650,000.00 8.10% 2 0 30,517.18 01/01/97 07/01/96
900119000 AS1001 CA 01/30/96 300,000.00 300,000.00 8.60% 2 0 15,840.30 07/01/96 07/01/96
900122000 AS1001 MT 02/01/96 100,000.00 100,000.00 8.54% 2 0 5,974.08 01/01/97 07/01/96
900126300 AS1001 OH 01/01/96 414,000.00 414,000.00 7.87% 2 0 23,753.07 07/01/96 07/01/96
900138700 AS1001 CA 02/12/96 175,000.00 175,000.00 7.80% 2 0 9,997.75 07/01/96 07/01/96
900139500 AS1001 MN 02/16/96 173,000.00 173,000.00 8.50% 2 0 8,400.89 01/01/97 07/01/96
900168900 AS1001 WA 05/23/96 165,000.00 165,000.00 8.50% 2 0 8,649.03 01/01/97 07/01/96
900206500 AS1001 CA 03/08/96 274,000.00 274,000.00 7.76% 2 0 15,615.39 07/01/96 07/01/96
900217000 AS1001 GA 03/20/96 60,000.00 60,000.00 8.85% 2 0 3,651.06 01/01/97 07/01/96
900224300 AS1001 MN 05/03/96 240,000.00 240,000.00 8.65% 2 0 11,800.65 01/01/97 07/01/96
900233200 AS1001 CA 03/29/96 450,000.00 450,000.00 8.10% 2 0 22,905.01 07/01/96 07/01/96
900234000 AS1001 CA 04/12/96 500,000.00 500,000.00 8.00% 2 0 25,261.74 01/01/97 07/01/96
900244800 AS1001 SD 03/05/96 90,000.00 90,000.00 8.43% 2 0 5,341.43 01/01/97 07/01/96
900248000 AS1001 UT 05/29/96 275,000.00 275,000.00 9.00% 2 0 14,944.37 01/01/97 07/01/96
900252900 AS1001 CA 05/08/96 850,000.00 850,000.00 8.55% 2 0 44,718.11 01/01/97 07/01/96
900256100 AS1001 MN 05/10/96 200,000.00 200,000.00 8.47% 2 0 9,687.71 01/01/97 07/01/96
900295200 AS1001 CA 04/10/96 120,000.00 120,000.00 8.30% 2 0 6,198.81 01/01/97 07/01/96
900310000 AS1001 CA 04/26/96 235,000.00 235,000.00 9.25% 2 0 12,134.18 01/01/97 07/01/96
900319300 AS1001 CA 05/01/96 1,600,000.00 1,600,000.00 8.51% 2 0 83,930.55 01/01/97 07/01/96
900326600 AS1001 WA 06/07/96 1,050,000.00 1,050,000.00 9.00% 2 0 64,461.12 01/01/97 07/01/96
900333900 AS1001 CA 04/18/96 300,000.00 300,000.00 8.25% 2 0 15,440.14 01/01/97 07/01/96
900337100 AS1001 OK 05/09/96 200,000.00 200,000.00 9.00% 2 0 12,278.31 01/01/97 07/01/96
900340100 AS1001 OH 06/04/96 330,000.00 330,000.00 8.70% 2 0 16,293.12 01/01/97 07/01/96
900356800 AS1001 SD 05/23/96 195,300.00 195,300.00 8.30% 2 0 11,500.81 01/01/97 07/01/96
900360600 AS1001 CA 05/01/96 310,000.00 310,000.00 8.50% 2 0 16,249.70 01/01/97 07/01/96
900367300 AS1001 GA 05/10/96 225,000.00 225,000.00 8.75% 2 0 11,154.86 01/01/97 07/01/96
900372000 AS1001 MI 05/10/96 950,000.00 950,000.00 8.60% 2 0 46,517.64 01/01/97 07/01/96
900421100 AS1001 SD 05/31/96 110,000.00 110,000.00 9.00% 2 0 5,566.24 01/01/97 07/01/96
900451300 AS1001 ND 06/17/96 103,900.00 103,900.00 8.95% 2 0 5,236.20 01/01/97 07/01/96
900483100 AS1001 IN 05/29/96 2,250,000.00 2,250,000.00 8.75% 2 0 111,548.62 01/01/97 07/01/96
900497100 AS1001 MN 06/04/96 200,000.00 200,000.00 8.90% 2 0 10,038.24 01/01/97 07/01/96
900015100 AS2001 ID 12/08/95 752,500.00 752,500.00 8.25% 2 0 35,782.12 10/01/96 04/01/96
900031300 AS2001 WA 12/15/95 380,400.00 380,400.00 8.13% 2 0 22,165.81 10/01/96 04/01/96
900035600 AS2001 IL 11/01/95 905,000.00 905,000.00 8.45% 2 0 47,265.92 10/01/96 04/01/96
900036400 AS2001 WA 11/16/95 200,000.00 200,000.00 8.50% 2 0 11,919.65 10/01/96 04/01/96
900047000 AS2001 CA 03/06/96 1,790,000.00 1,790,000.00 8.60% 2 0 94,513.76 10/01/96 04/01/96
900066600 AS2001 SD 01/04/96 250,000.00 250,000.00 8.55% 2 0 14,944.11 10/01/96 04/01/96
900067400 AS2001 SD 01/04/96 250,000.00 250,000.00 8.75% 2 0 12,394.29 10/01/96 04/01/96
900083600 AS2001 CA 02/20/96 325,000.00 325,000.00 8.00% 2 0 16,420.13 10/01/96 04/01/96
900108500 AS2001 WA 02/22/96 570,000.00 570,000.00 7.95% 2 0 26,420.10 10/01/96 04/01/96
900142500 AS2001 WA 04/10/96 600,000.00 600,000.00 8.00% 2 0 30,314.09 04/01/97 10/01/96
900209000 AS2001 WA 03/29/96 1,550,000.00 1,550,000.00 8.40% 2 0 91,826.01 10/01/96 04/01/96
900336300 AS2001 CA 05/15/96 950,000.00 950,000.00 8.42% 2 0 56,347.96 04/01/97 10/01/96
900366500 AS2001 KS 04/26/96 150,000.00 150,000.00 8.36% 2 0 7,199.09 10/01/96 10/01/96
900012700 AA1001 MN 09/28/95 1,375,000.00 1,375,000.00 8.50% 2 0 134,353.50 01/01/97 01/01/96
900017800 AA1001 UT 11/13/95 651,000.00 651,000.00 9.00% 2 0 66,275.87 01/01/97 01/01/96
900023200 AA1001 ID 11/09/95 106,000.00 96,749.00 8.65% 2 0 10,549.94 01/01/96 01/01/96
900041000 AA1001 SD 01/01/96 230,000.00 230,000.00 8.75% 2 0 22,942.83 01/01/97 01/01/97
900043700 AA1001 CA 11/07/95 175,000.00 175,000.00 8.75% 2 0 21,390.92 01/01/97 01/01/96
900046100 AA1001 OH 11/17/95 315,000.00 315,000.00 8.25% 2 0 30,141.51 01/01/97 01/01/96
900059300 AA1001 MT 11/22/95 320,000.00 320,000.00 8.35% 2 0 30,878.46 01/01/97 01/01/96
900060700 AA1001 MO 11/14/95 130,000.00 130,000.00 8.35% 2 0 12,544.38 01/01/97 01/01/96
900077100 AA1001 OH 02/02/96 260,000.00 260,000.00 7.90% 2 0 24,148.77 01/01/97 01/01/97
900085200 AA1001 SD 02/06/96 198,380.00 198,380.00 8.15% 2 0 20,431.51 01/01/97 01/01/97
900089500 AA1001 WA 02/28/96 980,000.00 980,000.00 8.00% 2 0 91,805.20 01/01/97 01/01/97
900091700 AA1001 WA 02/14/96 178,600.00 178,600.00 8.00% 2 0 16,731.03 01/01/98 01/01/97
900093300 AA1001 CA 12/07/95 295,000.00 295,000.00 8.30% 2 0 35,098.61 01/01/97 01/01/96
900099200 AA1001 KY 02/29/96 1,140,000.00 1,140,000.00 8.06% 2 0 107,341.68 01/01/97 01/01/97
900102600 AA1001 NE 02/01/96 199,500.00 199,500.00 8.15% 2 0 18,928.96 01/01/97 01/01/97
900103400 AA1001 NE 03/19/96 113,000.00 113,000.00 8.55% 2 0 11,087.38 01/01/97 01/01/97
900105000 AA1001 IN 01/19/96 35,000.00 35,000.00 8.50% 2 0 4,214.72 01/01/97 01/01/97
900107700 AA1001 WA 03/01/96 900,000.00 900,000.00 8.10% 2 0 92,350.19 01/01/98 01/01/97
900109300 AA1001 SD 01/03/96 107,100.00 107,100.00 8.60% 2 0 10,549.82 01/01/97 01/01/97
900110700 AA1001 WA 02/05/96 251,200.00 251,200.00 8.00% 2 0 23,532.11 01/01/98 01/01/97
900111500 AA1001 WA 04/04/96 1,000,000.00 1,000,000.00 8.30% 2 0 96,090.95 01/01/97 01/01/97
900112300 AA1001 WA 03/05/96 150,000.00 150,000.00 8.00% 2 0 17,524.43 01/01/97 01/01/97
900113100 AA1001 MN 02/16/96 249,000.00 249,000.00 8.10% 2 0 23,525.59 01/01/97 01/01/97
900116600 AA1001 CA 03/28/96 1,550,000.00 1,550,000.00 8.25% 2 0 183,859.40 01/01/97 01/01/97
900125500 AA1001 WA 02/21/96 179,000.00 179,000.00 8.00% 2 0 16,768.50 01/01/97 01/01/97
900129800 AA1001 SD 02/06/96 55,000.00 55,000.00 8.00% 2 0 6,425.63 01/01/97 01/01/97
900135200 AA1001 DE 03/12/96 1,000,000.00 1,000,000.00 8.25% 2 0 95,687.33 01/01/97 01/01/97
900137900 AA1001 WA 02/14/96 332,500.00 332,500.00 7.80% 2 0 33,363.40 01/01/98 01/01/97
900147600 AA1001 WA 02/29/96 250,000.00 250,000.00 8.00% 2 0 23,419.69 01/01/97 01/01/97
900148400 AA1001 WA 04/23/96 106,000.00 106,000.00 8.00% 2 0 9,929.95 01/01/97 01/01/97
900150600 AA1001 OR 03/27/96 175,000.00 175,000.00 8.00% 2 0 16,393.79 01/01/97 01/01/97
900157300 AA1001 CA 02/22/96 650,000.00 650,000.00 7.70% 2 0 64,732.86 01/01/97 01/01/97
900160300 AA1001 WA 05/06/96 3,031,000.00 3,031,000.00 8.60% 2 0 298,631.59 01/01/97 01/01/97
900164600 AA1001 IN 03/04/96 206,500.00 206,500.00 8.35% 2 0 24,643.33 01/01/97 01/01/97
900170000 AA1001 MI 01/31/96 115,500.00 115,500.00 8.00% 2 0 10,819.90 01/01/97 01/01/97
900173500 AA1001 SD 03/29/96 350,000.00 350,000.00 8.27% 2 0 41,566.94 01/01/97 01/01/97
900176000 AA1001 WA 04/05/96 183,000.00 183,000.00 8.00% 2 0 17,143.22 01/01/97 01/01/97
900181600 AA1001 CA 02/29/96 509,945.00 509,945.00 8.75% 2 0 50,867.75 01/01/97 01/01/97
900190500 AA1001 WA 03/29/96 565,000.00 565,000.00 8.00% 2 0 52,928.51 01/01/97 01/01/97
900191300 AA1001 WA 03/29/96 515,000.00 515,000.00 8.00% 2 0 48,244.57 01/01/97 01/01/97
900192100 AA1001 MN 03/19/96 98,000.00 98,000.00 7.94% 2 0 9,133.51 01/01/97 01/01/97
900193000 AA1001 CA 04/08/96 145,000.00 145,000.00 8.47% 2 0 14,132.85 01/01/97 01/01/97
900194800 AA1001 CA 04/18/96 100,000.00 100,000.00 7.89% 2 0 11,604.60 01/01/97 01/01/97
900195600 AA1001 CA 03/14/96 80,000.00 80,000.00 8.60% 2 0 9,691.55 01/01/97 01/01/97
900199900 AA1001 WA 03/29/96 293,000.00 293,000.00 8.00% 2 0 34,231.06 01/01/97 01/01/97
900202200 AA1001 WA 05/24/96 260,000.00 260,000.00 8.50% 2 0 31,309.32 01/01/97 01/01/97
900205700 AA1001 SD 04/19/96 70,000.00 70,000.00 8.24% 2 0 6,692.47 01/01/97 01/01/97
900212000 AA1001 SD 03/07/96 280,000.00 280,000.00 8.22% 2 0 26,724.74 01/01/97 01/01/97
900216200 AA1001 MN 04/05/96 90,000.00 90,000.00 8.60% 2 0 8,867.32 01/01/97 01/01/97
900226000 AA1001 SD 03/21/96 64,000.00 64,000.00 8.25% 2 0 7,591.62 01/01/97 01/01/97
900227800 AA1001 CA 03/13/96 270,000.00 270,000.00 7.90% 2 0 25,077.57 01/01/97 01/01/97
900228600 AA1001 SD 04/25/96 550,000.00 550,000.00 8.25% 2 0 57,064.91 01/01/97 01/01/97
900232400 AA1001 CO 03/15/96 84,000.00 84,000.00 8.55% 2 0 8,241.95 01/01/97 01/01/97
900237500 AA1001 MN 05/07/96 300,000.00 300,000.00 8.75% 2 0 29,925.44 01/01/97 01/01/97
900238300 AA1001 SD 03/23/96 73,000.00 73,000.00 8.50% 2 0 8,790.69 01/01/97 01/01/97
900240500 AA1001 KY 05/09/96 95,000.00 95,000.00 8.47% 2 0 11,419.35 01/01/97 01/01/97
900241300 AA1001 OR 05/03/96 145,000.00 145,000.00 8.88% 2 0 14,618.62 01/01/97 01/01/97
900251000 AA1001 MT 05/20/96 255,000.00 255,000.00 8.65% 2 0 30,984.30 01/01/97 01/01/97
900261800 AA1001 CA 05/13/96 780,000.00 780,000.00 8.11% 2 0 91,740.02 01/01/97 01/01/97
900271500 AA1001 SD 04/12/96 100,000.00 100,000.00 8.30% 2 0 10,413.66 01/01/97 01/01/97
900285500 AA1001 WA 05/17/96 2,000,000.00 2,000,000.00 8.50% 2 0 195,423.36 01/01/97 01/01/97
900287100 AA1001 MN 05/16/96 325,000.00 325,000.00 8.30% 2 0 31,229.56 01/01/97 01/01/97
900291000 AA1001 KY 02/29/96 220,000.00 220,000.00 8.25% 2 0 26,096.18 01/01/97 01/01/97
900299500 AA1001 CA 03/29/96 335,000.00 335,000.00 8.76% 2 0 33,444.18 01/01/97 01/01/97
900311800 AA1001 CA 05/17/96 140,000.00 140,000.00 8.30% 2 0 16,656.97 01/01/97 01/01/97
900313400 AA1001 MI 04/25/96 282,000.00 282,000.00 8.50% 2 0 27,554.69 01/01/97 01/01/97
900317700 AA1001 ND 06/12/96 397,000.00 397,000.00 9.00% 2 0 40,417.08 01/01/97 01/01/97
900324000 AA1001 SD 04/30/96 105,000.00 105,000.00 8.75% 2 0 11,298.18 01/01/97 01/01/97
900330400 AA1001 SD 04/26/96 440,000.00 440,000.00 8.71% 2 0 43,746.59 01/01/97 01/01/97
900335500 AA1001 MN 04/26/96 700,000.00 700,000.00 8.50% 2 0 68,398.18 01/01/97 01/01/97
900351700 AA1001 CA 04/30/96 500,000.00 500,000.00 8.50% 2 0 60,210.23 01/01/97 01/01/97
900355000 AA1001 MN 06/21/96 85,000.00 85,000.00 9.00% 2 0 8,653.53 01/01/97 01/01/97
900358400 AA1001 WA 05/21/96 244,500.00 244,500.00 8.80% 2 0 24,489.42 01/01/97 01/01/97
900369000 AA1001 CA 06/18/96 195,000.00 195,000.00 9.25% 2 0 24,549.63 01/01/97 01/01/97
900374600 AA1001 WA 06/12/96 166,000.00 166,000.00 8.85% 2 0 17,990.75 01/01/97 01/01/97
900393200 AA1001 CA 05/16/96 850,000.00 850,000.00 8.75% 2 0 84,788.73 01/01/97 01/01/97
900414900 AA1001 IL 05/20/96 400,000.00 400,000.00 8.65% 2 0 39,573.49 01/01/97 01/01/97
900428900 AA1001 CA 04/29/96 500,000.00 500,000.00 8.00% 2 0 58,414.77 01/01/97 01/01/97
900438600 AA1001 CA 06/17/96 270,000.00 270,000.00 9.24% 2 0 33,971.91 01/01/97 01/01/97
900457200 AA1001 WA 05/29/96 315,000.00 315,000.00 8.80% 2 0 38,618.33 01/01/97 01/01/97
900461000 AA1001 CA 05/20/96 143,500.00 143,500.00 8.65% 2 0 15,329.78 01/01/97 01/01/97
900471800 AA1001 MN 05/07/96 300,000.00 300,000.00 8.75% 2 0 29,925.44 01/01/97 01/01/97
900472600 AA1001 MN 05/07/96 145,000.00 145,000.00 8.75% 2 0 14,463.96 01/01/97 01/01/97
900519600 AA1001 CA 06/04/96 78,000.00 78,000.00 8.85% 2 0 9,591.07 01/01/97 01/01/97
900551000 AA1001 OR 06/21/96 149,100.00 149,100.00 9.65% 2 0 19,212.73 01/01/97 01/01/97
900008900 AA2001 OR 11/27/95 715,000.00 715,000.00 8.85% 2 0 71,908.69 04/01/97 04/01/96
900045300 AA2001 MI 11/30/95 1,000,000.00 1,000,000.00 8.20% 2 0 103,372.70 04/01/97 04/01/96
900052600 AA2001 OH 06/11/96 133,000.00 133,000.00 8.60% 2 0 16,112.20 04/01/97 04/01/97
900062300 AA2001 OH 02/15/96 200,000.00 200,000.00 7.67% 2 0 19,872.78 04/01/97 04/01/96
900071200 AA2001 SD 01/23/96 185,000.00 185,000.00 8.33% 2 0 22,050.92 04/01/97 04/01/96
900092500 AA2001 OH 02/13/96 688,000.00 688,000.00 7.67% 2 0 68,362.35 04/01/97 04/01/96
900124700 AA2001 WA 02/05/96 460,000.00 460,000.00 7.50% 2 0 52,112.13 04/01/97 04/01/96
900136000 AA2001 MT 01/31/96 505,000.00 505,000.00 7.95% 2 0 58,818.92 04/01/97 04/01/96
900155700 AA2001 OH 02/13/96 460,000.00 460,000.00 7.67% 2 0 45,707.39 04/01/97 04/01/96
900161100 AA2001 MI 01/31/96 355,000.00 355,000.00 7.90% 2 0 35,888.88 04/01/97 04/01/96
900162000 AA2001 MS 02/13/96 175,000.00 175,000.00 8.80% 2 0 17,528.21 04/01/97 04/01/96
900172700 AA2001 KY 03/01/96 825,000.00 825,000.00 7.65% 2 0 74,987.64 04/01/97 04/01/96
900188300 AA2001 MS 03/15/96 2,300,000.00 2,300,000.00 8.30% 2 0 221,009.10 04/01/97 04/01/96
900197200 AA2001 IL 04/01/96 68,500.00 68,500.00 8.18% 2 0 7,070.60 04/01/97 04/01/97
900204900 AA2001 ID 05/29/96 1,000,000.00 1,000,000.00 8.40% 2 0 119,698.44 04/01/97 04/01/97
900210300 AA2001 WA 04/18/96 225,000.00 225,000.00 7.90% 2 0 26,126.36 04/01/97 04/01/97
900213800 AA2001 IN 04/22/96 130,000.00 130,000.00 8.50% 2 0 15,654.66 04/01/97 04/01/97
900245600 AA2001 ID 03/28/96 197,000.00 197,000.00 8.60% 2 0 23,865.44 04/01/97 04/01/96
900246400 AA2001 CA 04/04/96 440,000.00 440,000.00 8.75% 2 0 43,890.64 04/01/97 04/01/97
900257000 AA2001 IN 05/08/96 204,000.00 204,000.00 8.75% 2 0 21,950.76 04/01/97 04/01/97
900264200 AA2001 WA 04/15/96 210,000.00 210,000.00 8.85% 2 0 21,120.03 04/01/97 04/01/97
900265000 AA2001 SD 05/29/96 160,000.00 160,000.00 8.53% 2 0 19,301.99 04/01/97 04/01/97
900273100 AA2001 KY 03/19/96 240,000.00 240,000.00 7.87% 2 0 27,816.92 04/01/97 04/01/96
900280400 AA2001 MO 06/03/96 150,000.00 150,000.00 8.75% 2 0 18,335.07 04/01/97 04/01/97
900292800 AA2001 NE 05/01/96 121,800.00 121,800.00 8.36% 2 0 14,544.16 04/01/97 04/01/97
900325800 AA2001 OR 05/06/96 1,000,000.00 1,000,000.00 8.50% 2 0 105,670.97 04/01/97 04/01/97
900361400 AA2001 SD 04/26/96 140,000.00 140,000.00 8.60% 2 0 16,960.21 04/01/97 04/01/97
900368100 AA2001 MI 05/13/96 700,000.00 700,000.00 8.65% 2 0 69,253.60 04/01/97 04/01/97
900376200 AA2001 WA 05/31/96 163,000.00 163,000.00 8.40% 2 0 19,510.85 04/01/97 04/01/97
900397500 AA2001 MI 05/29/96 500,000.00 500,000.00 8.75% 2 0 49,875.73 04/01/97 04/01/97
900400900 AA2001 MI 05/31/96 410,000.00 410,000.00 8.50% 2 0 40,061.79 04/01/97 04/01/97
900431900 AA2001 TN 06/20/96 120,000.00 120,000.00 8.85% 2 0 14,755.49 04/01/97 04/01/97
900480700 AA2001 KY 05/24/96 128,500.00 128,500.00 8.64% 2 0 15,604.33 04/01/97 04/01/97
900481500 AA2001 KY 05/22/96 35,000.00 35,000.00 8.66% 2 0 4,255.29 04/01/97 04/01/97
900491200 AA2001 MI 06/14/96 265,000.00 265,000.00 8.80% 2 0 26,542.72 04/01/97 04/01/97
900504800 AA2001 TX 06/21/96 335,000.00 335,000.00 9.14% 2 0 41,903.81 04/01/97 04/01/97
900146800 AA3001 MN 03/29/96 183,000.00 183,000.00 8.35% 2 0 17,658.62 07/01/97 07/01/96
900203000 AA3001 WA 06/17/96 1,097,352.00 1,097,352.00 8.60% 2 0 132,938.03 07/01/97 07/01/96
900229400 AA3001 MD 06/10/96 1,100,000.00 1,100,000.00 8.80% 2 0 110,177.34 07/01/97 07/01/96
900259600 AA3001 WA 04/30/96 175,000.00 175,000.00 8.35% 2 0 20,884.18 07/01/97 07/01/96
900286300 AA3001 IN 06/17/96 190,000.00 190,000.00 8.65% 2 0 23,086.34 07/01/97 07/01/96
900296000 AA3001 GA 03/22/96 160,000.00 160,000.00 8.45% 2 0 19,209.47 07/01/97 07/01/96
900373800 AA3001 MT 05/14/96 280,000.00 280,000.00 8.55% 2 0 27,473.16 07/01/97 07/01/96
900375400 AA3001 ID 06/17/96 266,700.00 266,700.00 8.80% 2 0 26,713.00 07/01/97 07/01/96
900402500 AA3001 ID 05/03/96 450,000.00 450,000.00 8.88% 2 0 45,368.14 07/01/97 07/01/96
900469600 AA3001 ID 05/17/96 500,000.00 500,000.00 9.90% 2 0 54,661.02 07/01/97 07/01/96
900494700 AA3001 ID 06/19/96 53,000.00 53,000.00 10.20% 2 0 7,047.85 07/01/97 07/01/96
900004600 AA4001 WA 09/29/95 252,000.00 252,000.00 8.60% 2 0 24,828.49 10/01/96 10/01/95
900010000 AA4001 WA 09/29/95 600,000.00 600,000.00 8.85% 2 0 60,342.95 10/01/96 10/01/95
900011900 AA4001 WA 08/17/95 1,067,500.00 1,067,500.00 8.55% 2 0 104,741.40 10/01/96 10/01/95
900024000 AA4001 WA 11/22/95 400,000.00 400,000.00 8.50% 2 0 48,168.18 10/01/97 10/01/96
900029100 AA4001 WA 11/09/95 400,000.00 400,000.00 8.50% 2 0 39,084.67 10/01/97 10/01/96
900039900 AA4001 WA 12/20/95 580,000.00 580,000.00 8.25% 2 0 68,799.02 10/01/97 10/01/96
900040200 AA4001 WA 12/12/95 328,000.00 328,000.00 8.25% 2 0 31,385.44 10/01/97 10/01/96
900048800 AA4001 WA 12/22/95 325,000.00 325,000.00 8.25% 2 0 31,098.38 10/01/97 10/01/96
900049600 AA4001 WA 12/28/95 437,000.00 437,000.00 8.25% 2 0 41,815.36 10/01/97 10/01/96
900050000 AA4001 WA 12/20/95 355,000.00 355,000.00 8.25% 2 0 33,969.00 10/01/97 10/01/96
900053400 AA4001 WA 12/22/95 484,000.00 484,000.00 8.25% 2 0 46,312.67 10/01/97 10/01/96
900054200 AA4001 WA 12/15/95 1,550,000.00 1,550,000.00 7.90% 2 0 179,981.60 10/01/97 10/01/96
900064000 AA4001 WA 12/29/95 225,000.00 225,000.00 8.13% 2 0 21,303.24 10/01/97 10/01/96
900072000 AA4001 WA 12/13/95 850,000.00 850,000.00 8.25% 2 0 88,191.22 10/01/97 10/01/96
900075500 AA4001 WA 01/09/96 229,000.00 229,000.00 8.40% 2 0 22,190.12 10/01/97 10/01/96
900131000 AA4001 WA 01/25/96 1,000,000.00 1,000,000.00 7.90% 2 0 116,117.10 10/01/97 10/01/96
900132800 AA4001 WA 01/25/96 350,000.00 350,000.00 7.90% 2 0 40,641.01 10/01/97 10/01/96
900133600 AA4001 WA 01/25/96 510,000.00 510,000.00 7.90% 2 0 59,219.75 10/01/97 10/01/96
900134400 AA4001 WA 01/25/96 390,000.00 390,000.00 7.90% 2 0 45,285.69 10/01/97 10/01/96
900219700 AA4001 MI 03/12/96 400,000.00 400,000.00 8.15% 2 0 41,196.70 10/01/96 10/01/96
900279000 AA4001 WA 06/17/96 284,103.44 284,103.44 9.25% 2 0 31,678.92 10/01/96 10/01/96
900346000 AA4001 WA 04/16/96 675,000.00 675,000.00 8.25% 2 0 64,588.95 10/01/97 10/01/96
900348700 AA4001 WA 10/01/95 650,000.00 650,000.00 8.85% 2 0 70,445.69 10/01/96 10/01/96
900363000 AA4001 SD 05/16/96 130,000.00 130,000.00 9.17% 2 0 14,413.97 10/01/96 10/01/96
900442400 AA4001 SD 05/01/96 100,000.00 100,000.00 9.00% 2 0 10,180.63 10/01/96 10/01/96
900476900 AA4001 WA 06/06/96 400,000.00 400,000.00 8.65% 2 0 39,573.49 10/01/97 10/01/96
<PAGE>
Remaining Balloon Yield Yield
Loan Prin Pmt Int Pmt Int Pmt Int Amort Amortization Pmt Maturity Maintenance Maintenance Admin
Number Pool Freq Freq Type Type Term (pds.) Amount Date Code Expiration Fee
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
900058500 BA1001 12 12 1 2 10 109,580.19 01/01/03 F 01/01/03 1.25%
900079800 BA1001 12 12 1 2 15 142,407.79 01/01/03 F 01/01/03 1.98%
900088700 BA1001 12 12 1 2 15 209,928.82 01/01/03 F 01/01/03 1.10%
900104200 BA1001 12 12 1 2 7 0.00 01/01/03 F 01/01/03 2.14%
900179400 BA1001 12 12 1 2 15 40,061.86 01/01/03 F 01/01/03 1.43%
900184000 BA1001 12 12 1 2 15 303,511.52 01/01/03 F 01/01/03 1.17%
900185900 BA1001 12 12 1 2 15 141,638.70 01/01/03 F 01/01/03 1.17%
900207300 BA1001 12 12 1 2 15 98,429.81 01/01/03 F 01/01/03 1.08%
900269300 BA1001 12 12 1 2 15 1,535,900.83 01/01/03 F 01/01/03 1.05%
900270700 BA1001 12 12 1 2 10 44,663.05 01/01/03 F 01/01/03 1.43%
900384300 BA1001 12 12 1 2 15 332,088.31 01/01/03 F 01/01/03 1.30%
900404100 BA1001 12 12 1 2 15 368,430.18 01/01/03 F 01/01/03 1.11%
900405000 BA1001 12 12 1 2 10 57,539.82 01/01/03 F 01/01/03 1.44%
900069000 BQ1001 3 3 1 2 59 202,846.81 01/01/03 F 01/01/03 2.40%
900094100 BQ1001 3 3 1 2 59 956,548.95 04/01/03 F 04/01/03 2.10%
900095000 BQ1001 3 3 1 2 60 224,348.17 04/01/03 F 04/01/03 1.47%
900169700 BQ1001 3 3 1 2 40 285,148.58 04/01/03 F 04/01/03 1.05%
900174300 BQ1001 3 3 1 2 40 65,698.39 04/01/03 F 04/01/03 1.05%
900267700 BQ1001 3 3 1 2 28 0.00 04/01/03 F 04/01/03 1.62%
900019400 BS1001 6 6 1 2 30 179,493.94 01/01/03 F 01/01/03 1.77%
900020800 BS1001 6 6 1 2 30 179,493.94 01/01/03 F 01/01/03 1.77%
900051800 BS1001 6 6 1 2 30 57,214.52 01/01/03 F 01/01/03 1.64%
900061500 BS1001 6 6 1 2 30 784,813.07 07/01/03 F 07/01/11 1.44%
900081000 BS1001 6 6 1 2 30 316,593.90 01/01/03 F 01/01/03 1.25%
900086000 BS1001 6 6 1 2 30 70,431.22 01/01/03 F 01/01/03 1.36%
900151400 BS1001 6 6 1 2 30 73,871.90 07/01/03 F 07/01/03 2.05%
900177800 BS1001 6 6 1 2 30 69,966.94 01/01/03 F 01/01/03 1.47%
900211100 BS1001 6 6 1 2 20 25,836.08 01/01/03 F 01/01/03 1.48%
900243000 BS1001 6 6 1 2 20 594,677.83 07/01/03 F 07/01/03 1.10%
900266900 BS1001 6 6 1 2 30 176,270.64 07/01/03 F 07/01/03 1.26%
900479300 BS1001 6 6 1 2 30 645,526.15 07/01/03 F 07/01/03 1.05%
900000300 AQ1001 3 3 1 2 78 733,995.12 10/01/10 F 10/01/10 1.60%
900006200 AQ1001 3 3 1 2 78 331,964.55 10/01/10 F 10/01/10 1.25%
900009700 AQ1001 3 3 1 2 58 0.00 10/01/10 F 10/01/10 1.68%
900032100 AQ1001 3 3 1 2 79 203,436.89 01/01/11 F 01/01/11 1.45%
900033000 AQ1001 3 3 1 2 99 182,447.54 01/01/11 F 01/01/11 1.25%
900044500 AQ1001 3 3 1 2 79 123,870.28 01/01/11 F 01/01/11 1.98%
900057700 AQ1001 3 3 1 2 60 0.00 04/01/11 F 01/01/11 1.63%
900082800 AQ1001 3 3 1 2 59 0.00 01/01/11 F 01/01/11 1.93%
900084400 AQ1001 3 3 1 2 60 0.00 04/01/11 F 04/01/11 1.39%
900087900 AQ1001 3 3 1 2 99 670,886.57 01/01/11 P 01/01/01 1.43%
900090900 AQ1001 3 3 1 2 59 0.00 01/01/11 P 10/01/00 1.54%
900118200 AQ1001 3 3 1 2 100 75,831.04 04/01/11 F 04/01/11 1.78%
900149200 AQ1001 3 3 1 2 80 106,354.21 04/01/11 F 04/01/11 1.24%
900156500 AQ1001 3 3 1 2 100 162,244.84 07/01/11 F 07/01/11 1.05%
900166200 AQ1001 3 3 1 2 60 0.00 04/01/11 F 04/01/11 1.35%
900178600 AQ1001 3 3 1 2 60 0.00 07/01/11 F 07/01/11 1.17%
900182400 AQ1001 3 3 1 2 100 1,661,333.12 07/01/11 F 07/01/11 1.05%
900196400 AQ1001 3 3 1 2 100 323,831.37 07/01/11 F 07/01/11 1.05%
900223500 AQ1001 3 3 1 2 100 581,329.45 07/01/11 F 07/01/11 1.11%
900272300 AQ1001 3 3 1 2 100 989,557.88 04/01/11 P 07/01/01 1.18%
900300200 AQ1001 3 3 1 2 60 0.00 07/01/11 F 07/01/11 1.17%
900347900 AQ1001 3 3 1 2 60 0.00 07/01/11 F 07/01/11 1.49%
900427000 AQ1001 3 3 1 2 60 0.00 07/01/11 F 07/01/11 1.10%
900548000 AQ1001 3 3 1 2 60 0.00 07/01/11 F 07/01/11 1.55%
900018600 AS1001 6 6 1 2 50 341,604.25 01/01/11 F 01/01/11 1.80%
900034800 AS1001 6 6 1 2 50 134,122.83 01/01/11 F 01/01/11 1.55%
900038000 AS1001 6 6 1 2 30 0.00 01/01/11 F 01/01/11 1.65%
900056900 AS1001 6 6 1 2 40 297,654.09 01/01/11 F 01/01/11 1.38%
900063100 AS1001 6 6 1 2 30 0.00 01/01/11 F 01/01/11 1.60%
900065800 AS1001 6 6 1 2 50 106,533.77 01/01/11 F 01/01/11 1.54%
900074700 AS1001 6 6 1 2 40 268,711.17 01/01/11 F 01/01/11 1.61%
900078000 AS1001 6 6 1 2 50 384,874.98 01/01/11 F 01/01/11 1.90%
900080100 AS1001 6 6 1 2 50 426,165.89 07/01/11 F 07/01/11 1.45%
900119000 AS1001 6 6 1 2 40 136,549.87 01/01/11 P 01/01/01 1.29%
900122000 AS1001 6 6 1 2 30 0.00 07/01/11 F 07/01/11 1.84%
900126300 AS1001 6 6 1 2 30 0.00 01/01/11 F 01/01/11 1.05%
900138700 AS1001 6 6 1 2 30 0.00 01/01/11 F 01/01/11 1.18%
900139500 AS1001 6 6 1 2 50 115,189.68 07/01/11 F 07/01/11 1.85%
900168900 AS1001 6 6 1 2 40 74,758.47 07/01/11 F 07/01/11 1.37%
900206500 AS1001 6 6 1 2 30 0.00 01/01/11 F 01/01/11 1.05%
900217000 AS1001 6 6 1 2 30 0.00 07/01/11 F 07/01/11 2.00%
900224300 AS1001 6 6 1 2 50 160,706.41 07/01/11 F 07/01/11 1.49%
900233200 AS1001 6 6 1 2 40 200,119.06 01/01/11 F 01/01/11 1.26%
900234000 AS1001 6 6 1 2 40 221,305.17 07/01/11 F 07/01/11 1.16%
900244800 AS1001 6 6 1 2 30 0.00 07/01/11 F 07/01/11 1.52%
900248000 AS1001 6 6 1 2 40 127,458.98 07/01/11 F 07/01/11 1.41%
900252900 AS1001 6 6 1 2 40 386,005.24 07/01/11 F 07/01/11 1.22%
900256100 AS1001 6 6 1 2 50 133,015.56 07/01/11 F 07/01/11 1.42%
900295200 AS1001 6 6 1 2 40 53,868.15 07/01/11 F 07/01/11 1.18%
900310000 AS1001 6 6 1 2 50 160,839.84 07/01/11 F 07/01/11 1.93%
900319300 AS1001 6 6 1 2 40 725,262.57 07/01/11 F 07/01/11 1.20%
900326600 AS1001 6 6 1 2 30 0.00 07/01/11 F 07/01/11 1.34%
900333900 AS1001 6 6 1 2 40 134,355.86 07/01/11 F 07/01/11 1.19%
900337100 AS1001 6 6 1 2 30 0.00 07/01/11 F 07/01/11 1.29%
900340100 AS1001 6 6 1 2 50 221,384.89 07/01/11 F 07/01/11 1.06%
900356800 AS1001 6 6 1 2 30 0.00 07/01/11 F 07/01/11 1.25%
900360600 AS1001 6 6 1 2 40 140,454.91 07/01/11 F 07/01/11 1.12%
900367300 AS1001 6 6 1 2 50 151,225.12 07/01/11 F 07/01/11 1.28%
900372000 AS1001 6 6 1 2 50 634,938.11 07/01/11 F 07/01/11 1.23%
900421100 AS1001 6 6 1 2 50 74,613.63 07/01/11 F 07/01/11 1.61%
900451300 AS1001 6 6 1 2 50 70,348.03 07/01/11 F 07/01/11 1.23%
900483100 AS1001 6 6 1 2 50 1,512,250.12 07/01/11 F 07/01/11 1.12%
900497100 AS1001 6 6 1 2 50 135,167.96 07/01/11 F 07/01/11 1.29%
900015100 AS2001 6 6 1 2 50 496,263.46 04/01/11 F 04/01/11 1.25%
900031300 AS2001 6 6 1 2 30 0.00 04/01/11 F 04/01/11 1.45%
900035600 AS2001 6 6 1 2 40 409,092.60 04/01/11 F 04/01/11 1.26%
900036400 AS2001 6 6 1 2 30 0.00 04/01/11 F 04/01/11 1.48%
900047000 AS2001 6 6 1 2 40 814,749.24 04/01/11 F 04/01/11 1.83%
900066600 AS2001 6 6 1 2 30 177,988.38 04/01/03 F 04/01/03 1.78%
900067400 AS2001 6 6 1 2 50 168,027.85 04/01/11 F 04/01/11 1.76%
900083600 AS2001 6 6 1 2 40 143,848.42 04/01/11 F 04/01/11 1.36%
900108500 AS2001 6 6 1 2 50 371,506.63 04/01/11 F 04/01/11 1.23%
900142500 AS2001 6 6 1 2 40 265,566.10 10/01/11 F 10/01/11 1.16%
900209000 AS2001 6 6 1 2 30 0.00 04/01/11 F 04/01/11 1.21%
900336300 AS2001 6 6 1 2 30 674,479.75 10/01/03 F 10/01/03 1.29%
900366500 AS2001 6 6 1 2 50 99,343.78 04/01/11 F 04/01/11 1.05%
900012700 AA1001 12 12 1 2 25 936,309.48 01/01/11 F 01/01/11 1.19%
900017800 AA1001 12 12 1 2 25 451,019.89 01/01/11 F 01/01/11 2.03%
900023200 AA1001 12 12 1 2 19 47,824.00 01/01/10 F 01/01/10 1.48%
900041000 AA1001 12 12 1 2 25 157,992.08 01/01/11 F 01/01/11 1.76%
900043700 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.62%
900046100 AA1001 12 12 1 2 25 212,593.53 01/01/11 F 01/01/11 1.26%
900059300 AA1001 12 12 1 2 25 216,745.74 01/01/11 F 01/01/11 1.38%
900060700 AA1001 12 12 1 2 25 88,052.82 01/01/11 F 01/01/11 1.39%
900077100 AA1001 12 12 1 2 25 173,236.62 01/01/11 F 01/01/11 1.20%
900085200 AA1001 12 12 1 2 20 94,024.02 01/01/11 F 01/01/11 1.33%
900089500 AA1001 12 12 1 2 25 655,394.15 01/01/11 F 01/01/11 1.34%
900091700 AA1001 12 12 1 2 25 119,442.22 01/01/12 F 01/01/12 1.35%
900093300 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.39%
900099200 AA1001 12 12 1 2 25 764,082.81 01/01/11 F 01/01/11 1.25%
900102600 AA1001 12 12 1 2 25 134,155.19 01/01/11 F 01/01/11 1.50%
900103400 AA1001 12 12 1 2 25 77,083.17 01/01/11 F 01/01/11 1.44%
900105000 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.68%
900107700 AA1001 12 12 1 2 20 425,631.87 01/01/12 F 01/01/12 1.38%
900109300 AA1001 12 12 1 2 25 73,095.00 01/01/11 F 01/01/11 1.82%
900110700 AA1001 12 12 1 2 25 167,994.87 01/01/12 F 01/01/12 1.28%
900111500 AA1001 12 12 1 2 25 676,116.76 01/01/11 F 01/01/11 1.14%
900112300 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.28%
900113100 AA1001 12 12 1 2 25 167,136.57 01/01/11 F 01/01/11 1.68%
900116600 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.35%
900125500 AA1001 12 12 1 2 25 119,709.77 01/01/11 F 01/01/11 1.28%
900129800 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.35%
900135200 AA1001 12 12 1 2 25 674,900.18 01/01/11 F 01/01/11 1.73%
900137900 AA1001 12 12 1 2 20 155,175.14 01/01/12 F 01/01/12 1.14%
900147600 AA1001 12 12 1 2 25 167,192.48 01/01/11 F 01/01/11 1.06%
900148400 AA1001 12 12 1 2 25 70,889.58 01/01/11 F 01/01/11 1.16%
900150600 AA1001 12 12 1 2 25 117,034.57 01/01/11 F 01/01/11 1.16%
900157300 AA1001 12 12 1 2 20 301,995.42 01/01/11 F 01/01/11 1.08%
900160300 AA1001 12 12 1 2 25 2,071,230.90 01/01/11 F 01/01/11 1.28%
900164600 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.42%
900170000 AA1001 12 12 1 2 25 77,242.85 01/01/11 F 01/01/11 1.35%
900173500 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.55%
900176000 AA1001 12 12 1 2 25 122,384.73 01/01/11 F 01/01/11 1.16%
900181600 AA1001 12 12 1 2 25 350,292.36 01/01/11 F 01/01/11 2.03%
900190500 AA1001 12 12 1 2 25 377,854.75 01/01/11 F 01/01/11 1.06%
900191300 AA1001 12 12 1 2 25 344,416.30 01/01/11 F 01/01/11 1.06%
900192100 AA1001 12 12 1 2 25 65,394.15 01/01/11 F 01/01/11 1.55%
900193000 AA1001 12 12 1 2 25 98,633.28 01/01/11 P 01/01/02 1.05%
900194800 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.07%
900195600 AA1001 12 12 1 2 15 0.00 01/01/11 P 01/01/02 1.08%
900199900 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.10%
900202200 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.37%
900205700 AA1001 12 12 1 2 25 47,225.90 01/01/11 F 01/01/11 1.40%
900212000 AA1001 12 12 1 2 25 188,766.97 01/01/11 F 01/01/11 1.40%
900216200 AA1001 12 12 1 2 25 61,501.38 01/01/11 F 01/01/11 1.50%
900226000 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/11/11 1.49%
900227800 AA1001 12 12 1 2 25 179,899.54 01/01/11 F 01/01/11 1.14%
900228600 AA1001 12 12 1 2 20 261,815.24 01/01/11 F 01/01/11 1.20%
900232400 AA1001 12 12 1 2 25 57,300.67 01/01/11 F 01/01/11 1.40%
900237500 AA1001 12 12 1 2 25 206,076.38 01/01/11 F 01/01/11 1.27%
900238300 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.67%
900240500 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.05%
900241300 AA1001 12 12 1 2 25 100,049.27 01/01/11 F 01/01/11 1.55%
900251000 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.60%
900261800 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.05%
900271500 AA1001 12 12 1 2 20 47,705.93 01/01/11 F 01/01/11 1.15%
900285500 AA1001 12 12 1 2 25 1,361,902.50 01/01/11 F 01/01/11 1.21%
900287100 AA1001 12 12 1 2 25 219,737.92 01/01/11 F 01/01/11 1.20%
900291000 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.41%
900299500 AA1001 12 12 1 2 25 230,198.06 01/01/11 F 01/01/11 1.65%
900311800 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.11%
900313400 AA1001 12 12 1 2 25 192,028.35 01/01/11 F 01/01/11 1.18%
900317700 AA1001 12 12 1 2 25 275,045.98 01/01/11 F 01/01/11 1.90%
900324000 AA1001 12 12 1 2 20 51,062.86 01/01/11 F 01/01/11 1.69%
900330400 AA1001 12 12 1 2 25 301,827.60 01/01/11 F 01/01/11 1.65%
900335500 AA1001 12 12 1 2 25 476,665.78 01/01/11 F 01/01/11 1.37%
900351700 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.07%
900355000 AA1001 12 12 1 2 25 58,888.96 01/01/11 F 01/01/11 1.34%
900358400 AA1001 12 12 1 2 25 168,241.89 01/01/11 F 01/01/11 1.17%
900369000 AA1001 12 12 1 2 15 0.00 01/01/11 P 01/01/02 1.06%
900374600 AA1001 12 12 1 2 20 81,067.12 01/01/11 F 01/01/11 1.25%
900393200 AA1001 12 12 1 2 25 583,883.50 01/01/11 F 01/01/11 1.16%
900414900 AA1001 12 12 1 2 25 273,817.21 01/01/11 F 01/01/11 1.28%
900428900 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.10%
900438600 AA1001 12 12 1 2 15 0.00 01/01/11 P 01/01/01 1.05%
900457200 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.20%
900461000 AA1001 12 12 1 2 20 69,491.81 01/01/11 F 01/01/11 1.07%
900471800 AA1001 12 12 1 2 25 206,076.38 01/01/11 F 01/01/11 1.27%
900472600 AA1001 12 12 1 2 25 99,603.65 01/01/11 F 01/01/11 1.27%
900519600 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.17%
900551000 AA1001 12 12 1 2 15 0.00 01/01/11 F 01/01/11 1.69%
900008900 AA2001 12 12 1 2 25 492,840.20 04/01/11 F 04/01/11 1.88%
900045300 AA2001 12 12 1 2 20 474,996.17 04/01/11 F 04/01/11 1.20%
900052600 AA2001 12 12 1 2 15 98,187.52 04/01/03 F 04/01/03 1.47%
900062300 AA2001 12 12 1 2 20 92,796.37 04/01/11 F 04/01/11 1.05%
900071200 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.35%
900092500 AA2001 12 12 1 2 20 319,219.83 04/01/11 F 04/01/11 1.05%
900124700 AA2001 12 12 1 2 15 332,417.37 04/01/03 F 04/01/03 1.10%
900136000 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.33%
900155700 AA2001 12 12 1 2 20 213,431.75 04/01/11 F 04/01/11 1.05%
900161100 AA2001 12 12 1 2 20 166,414.54 04/01/11 F 04/01/11 1.24%
900162000 AA2001 12 12 1 2 25 120,418.65 04/01/11 P 04/01/00 1.37%
900172700 AA2001 12 12 1 2 25 544,544.41 04/01/11 F 04/01/11 1.26%
900188300 AA2001 12 12 1 2 25 1,555,070.65 04/01/11 F 04/01/11 1.78%
900197200 AA2001 12 12 1 2 20 32,508.54 04/01/11 F 04/01/11 1.05%
900204900 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.27%
900210300 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.06%
900213800 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.45%
900245600 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.46%
900246400 AA2001 12 12 1 2 25 302,245.49 04/01/11 F 04/01/11 1.70%
900257000 AA2001 12 12 1 2 20 99,207.59 04/01/11 F 04/01/11 1.42%
900264200 AA2001 12 12 1 2 25 144,750.39 04/01/11 F 04/01/11 1.37%
900265000 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.05%
900273100 AA2001 12 12 1 2 15 174,712.46 04/01/03 F 04/01/03 1.05%
900280400 AA2001 12 12 1 2 15 111,049.36 04/01/03 F 04/01/03 1.35%
900292800 AA2001 12 12 1 2 15 89,511.18 04/01/03 F 04/01/03 1.25%
900325800 AA2001 12 12 1 2 20 481,182.10 04/01/11 F 04/01/11 1.18%
900361400 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.18%
900368100 AA2001 12 12 1 2 25 479,180.30 04/01/11 F 04/01/11 1.33%
900376200 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.08%
900397500 AA2001 12 12 1 2 25 343,460.72 04/01/11 F 04/01/11 1.12%
900400900 AA2001 12 12 1 2 25 279,189.98 04/01/11 F 04/01/11 1.15%
900431900 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.22%
900480700 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.05%
900481500 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.05%
900491200 AA2001 12 12 1 2 25 182,348.19 04/01/11 F 04/01/11 1.19%
900504800 AA2001 12 12 1 2 15 0.00 04/01/11 F 04/01/11 1.25%
900146800 AA3001 12 12 1 2 25 123,951.45 07/01/11 F 07/01/11 1.25%
900203000 AA3001 12 12 1 2 15 0.00 07/01/11 F 07/01/11 1.25%
900229400 AA3001 12 12 1 2 25 756,916.71 07/01/11 F 07/01/11 1.43%
900259600 AA3001 12 12 1 2 15 0.00 07/01/11 F 07/01/11 1.22%
900286300 AA3001 12 12 1 2 15 140,399.67 07/01/03 F 07/01/03 1.24%
900296000 AA3001 12 12 1 2 15 0.00 07/01/11 F 07/01/11 1.33%
900373800 AA3001 12 12 1 2 25 191,002.40 07/01/11 F 07/01/11 1.23%
900375400 AA3001 12 12 1 2 25 183,517.82 07/01/11 F 07/01/11 1.20%
900402500 AA3001 12 12 1 2 25 310,497.49 07/01/11 F 07/01/11 1.55%
900469600 AA3001 12 12 1 2 25 356,666.95 07/01/11 P 07/01/02 1.50%
900494700 AA3001 12 12 1 2 15 0.00 07/01/11 P 07/01/02 1.42%
900004600 AA4001 12 12 1 2 25 172,204.02 10/01/10 F 10/01/10 1.11%
900010000 AA4001 12 12 1 2 25 413,572.37 10/01/10 F 10/01/10 1.36%
900011900 AA4001 12 12 1 2 25 728,197.20 10/01/10 F 10/01/10 1.06%
900024000 AA4001 12 12 1 2 15 294,744.17 10/01/03 F 10/01/03 1.35%
900029100 AA4001 12 12 1 2 25 272,380.55 10/01/11 F 10/01/11 1.19%
900039900 AA4001 12 12 1 2 15 0.00 10/01/11 F 10/01/11 1.28%
900040200 AA4001 12 12 1 2 25 221,367.37 10/01/11 F 10/01/11 1.57%
900048800 AA4001 12 12 1 2 25 219,342.62 10/01/11 F 10/01/11 1.57%
900049600 AA4001 12 12 1 2 25 294,931.46 10/01/11 F 10/01/11 1.57%
900050000 AA4001 12 12 1 2 25 239,589.62 10/01/11 F 10/01/11 1.25%
900053400 AA4001 12 12 1 2 25 326,651.63 10/01/11 F 10/01/11 1.57%
900054200 AA4001 12 12 1 2 15 0.00 10/01/11 F 10/01/11 1.19%
900064000 AA4001 12 12 1 2 25 151,165.00 10/01/11 F 10/01/11 1.43%
900072000 AA4001 12 12 1 2 20 404,623.66 10/01/11 F 10/01/11 1.25%
900075500 AA4001 12 12 1 2 25 155,385.65 10/01/11 F 10/01/11 1.40%
900131000 AA4001 12 12 1 2 15 0.00 10/01/11 F 10/01/11 1.20%
900132800 AA4001 12 12 1 2 15 0.00 10/01/11 F 10/01/11 1.20%
900133600 AA4001 12 12 1 2 15 0.00 10/01/11 F 10/01/11 1.20%
900134400 AA4001 12 12 1 2 15 0.00 10/01/11 F 10/01/11 1.20%
900219700 AA4001 12 12 1 2 20 163,838.38 10/01/11 F 10/01/11 1.30%
900279000 AA4001 12 12 1 2 20 141,055.95 10/01/10 F 10/01/10 1.56%
900346000 AA4001 12 12 1 2 25 455,557.57 10/01/11 F 10/01/11 1.12%
900348700 AA4001 12 12 1 2 20 317,431.97 10/01/10 F 10/01/10 1.40%
900363000 AA4001 12 12 1 2 20 64,333.55 10/01/10 F 10/01/10 1.55%
900442400 AA4001 12 12 1 2 25 69,280.96 10/01/10 F 10/01/10 1.54%
900476900 AA4001 12 12 1 2 25 273,817.21 10/01/11 F 10/01/11 1.05%
</TABLE>
