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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)
May 10, 1996
STRUCTURED ASSET SECURITIES CORPORATION (as depositor under the Trust
Agreement, dated as of April 1, 1996, providing for the issuance of
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1)
Structured Asset Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-99598 74-2440850
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
200 Vesey Street 10285
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New York, New York (Zip Code)
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(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (212) 526-5594
No Change
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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A. The Registrant registered issuances of Structured Asset Securities
Corporation Pass-Through Certificates 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. 33-
99598) (the "Registration Statement"). Pursuant to the Registration
Statement, the Registrant issued approximately $182,123,198 in aggregate
principal amount of Class A1, Class A2, Class A3, Class A4, Class A5, Class
AP, Class AX, Class M, Class B1, Class B2 and Class R Certificates of its
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1996-1 on April 25, 1996. This Current Report on Form 8-K is being
filed to satisfy an undertaking, contained in the definitive Prospectus dated
December 18, 1995 and the Prospectus Supplement dated April 16, 1996, to file
a copy of the Trust Agreement (defined below) executed in connection with the
issuance of the Certificates, a form of which was filed as an exhibit to the
Registration Statement.
The Certificates were issued pursuant to a Trust Agreement (the "Trust
Agreement") attached hereto as Exhibit 4.1, dated as of April 1, 1996,
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between Structured Asset Securities Corporation, as depositor (the
"Depositor"), and The Chase Manhattan Bank, N.A., as trustee (the "Trustee").
The Certificates consist of the following classes: Class A1, Class A2, Class
A3, Class A4, Class A5, Class AP, Class AX, Class M, Class B1, Class B2,
Class B3, Class B4, Class B5 and Class R Certificates. The Certificates
evidence all the beneficial ownership interest in a trust fund that contains
a pool of fixed rate, fully amortizing, conventional, first lien, residential
mortgage loans (the "Mortgage Loans") with an aggregate outstanding principal
balance of approximately $184,149,832 as of April 1, 1996 (the "Cut-off
Date"), together with certain other assets. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to them in the
Trust Agreement.
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Item 7. Financial Statements; Pro Forma Financial Information and
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Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.1 Underwriting Agreement, dated April 16, 1996, between
Structured Asset Securities Corporation, as Depositor,
and Lehman Brothers Inc., as Underwriter.
1.2 Terms Agreement, dated April 16, 1996, between Structured
Asset Securities Corporation and Lehman Brothers Inc.
4.1 Trust Agreement, dated as of April 1, 1996, between
Structured Asset Securities Corporation, as Depositor, and
The Chase Manhattan Bank, N.A., as Trustee.
99.1 Mortgage Loan Sale, Warranties and Servicing Agreement,
dated as of April 1, 1996, between Lehman Capital, A
Division of Lehman Brothers Holdings Inc., and Norwest
Mortgage, Inc.
99.2 Mortgage Loan Schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ PRUE LAROCCA
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Name: Prue Larocca
Title: Vice President
Dated: May 10, 1996
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
1.1 Underwriting Agreement
1.2 Terms Agreement
4.1 Trust Agreement
99.1 Mortgage Loan Sale, Warranties and
Servicing Agreement
99.2 Mortgage Loan Schedule
</TABLE>
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STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
April 16, 1996
UNDERWRITING AGREEMENT
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(Standard Terms)
LEHMAN BROTHERS INC.
Acting on behalf of itself and, if applicable, as the Representative of
the several Underwriters named in Schedule 1 to the Terms Agreement (in
either such capacity sometimes herein the "Representative")
3 World Financial Center
200 Vesey Street
New York, New York 10285
Ladies and Gentlemen:
1. Introductory. Structured Asset Securities Corporation, a
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Delaware corporation (the "Depositor"), proposes to form one or more trusts
(the "Trusts"), which will issue, from time to time, securities entitled
Mortgage Pass-Through Certificates (the "Certificates") in one or more series
(each a "Series"). Each Certificate will evidence an undivided or percentage
interest in a Trust. The Trusts will issue Certificates on terms specified
in the applicable Prospectus (as hereinafter defined). The Primary Assets
(the "Primary Assets") of each Trust (the "Trust Fund") will consist of (a)
fixed- or adjustable-rate, fully amortizing, conventional, first lien
residential mortgage loans (the "Mortgage Loans"), (b) manufactured housing
conditional sales contracts and installment loan agreements with respect to
manufactured homes (the "Manufactured Home Loans") secured by new or used
manufactured homes, (c) Private Mortgage-Backed Securities which may consist
of mortgage pass-through or participation certificates, evidencing an
undivided interest in a pool of mortgage loans, or collateralized mortgage
obligations secured by mortgage loans, (d) mortgage loans (the "FHA Loans")
insured by the Federal Housing Administration (the "FHA"), mortgage loans
("VA Loans") partially guaranteed by the Veterans Administration (the "VA")
(collectively, the "FHA/VA Mortgage Loans") and certain related property to
be conveyed to the Trust by the Depositor, (e) participation certificates
representing undivided ownership interests in a pool of mortgage loans as
described above, or (f) pass-through certificates guaranteed by the
Government National
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Mortgage Association, the Federal Home Loan Mortgage Corporation or the
Federal National Mortgage Association.
The Primary Assets in each Trust Fund will be transferred to the
related Trust and the Certificates to which this Agreement applies will be
issued pursuant to a Trust Agreement (the "Trust Agreement"), with respect
to each Series among the Depositor and a trustee to be identified in the
prospectus supplement for each such Series (the "Trustee") and, if
applicable, a servicer or master servicer (the "Master Servicer") to be
identified in the prospectus supplement for each such Series.
The Certificates are more fully described in the Registration
Statement (as defined herein), which the Depositor has furnished to you.
Each Series of Certificates and any classes of Certificates (each a "Class")
within such Series may vary as to, among other things, number and types of
Classes, principal or notional amount, interest rate, the percentage
interest, if any, evidenced by each Class in the payments of principal of and
interest on, or with respect to, the Primary Assets included in the related
Trust Fund, priority of payment among Classes, credit enhancement with
respect to the Primary Assets in the related Trust Fund, whether the
Depositor will elect to treat the related Trust Fund as a "real estate
mortgage investment conduit" (a "REMIC") under the Internal Revenue Code of
1986, as amended (the "Code"), the Classes of such Series subject to this
Agreement, and any other terms contemplated by the Trust Agreement with
respect to the Certificates of such Series.
Each offering of the Certificates to which this Agreement applies
will be made pursuant to the Registration Statement through you or through
an underwriting syndicate managed by you. Whenever the Depositor determines
to form a Trust and to make such an offering of Certificates, it will enter
into an appropriate agreement (the "Terms Agreement"), a form of which is
attached hereto as Exhibit A, providing for the sale of certain classes of
such Certificates to, and the purchase and offering thereof by, you and such
other underwriters, if any, selected by you as have authorized you to enter
into such Terms Agreement on their behalf (the "Underwriters," which term
shall include you, whether acting alone in the sale of such Certificates, in
which case any reference herein to you as the Representative of the
Underwriters shall be deemed to refer to you in your individual capacity as
Underwriter of the Certificates, or as a member of an underwriting
syndicate). Such Terms Agreement shall specify the undivided interest,
principal or notional amount of each Class of the Certificates to be issued,
the Classes of Certificates subject to this Agreement, the price at which
such Classes of Certificates are to be purchased by the Underwriters from the
Depositor and the initial
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public offering price or the method by which the price at which such
Certificates are to be sold will be determined.
Each such offering of the Certificates will be governed by this
Agreement, as supplemented by the applicable Terms Agreement, and this
Agreement and such Terms Agreement shall inure to the benefit of and be
binding upon each Underwriter participating in the offering of such
Certificates. Capitalized terms not otherwise defined herein are defined in
the Trust Agreement.
2. Representations and Warranties of the Depositor. The
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Depositor represents and warrants to you as of the date hereof and to the
Underwriters named in the applicable Terms Agreement as of the date of such
Terms Agreement, as follows:
(a) a registration statement on Form S-3, including a
prospectus and such amendments thereto as may have been required to the date
hereof, relating to the Certificates and the offering thereof from time to
time in accordance with Rule 415 under the Securities Act of 1933, as amended
(the "Act"), has been filed with the Securities and Exchange Commission (the
"Commission") and such registration statement, as amended, has become
effective; such registration statement, as amended, and the prospectus
relating to the sale of the Certificates offered thereby by the Depositor
constituting a part thereof, as from time to time amended or supplemented
(including any prospectus filed with the Commission pursuant to Rule 424(b)
of the rules and regulations of the Commission (the "Rules and Regulations")
under the Act, and including any documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Act which were filed under the
Exchange Act on or before the date of such Prospectus Supplement (other than
any such incorporated documents that relate to Collateral Term Sheets, as
defined herein)), are respectively referred to herein as the "Registration
Statement" and the "Prospectus"; provided, however, that a supplement to the
Prospectus prepared pursuant to Section 5(a) hereof (a "Prospectus
Supplement") shall be deemed to have supplemented the Prospectus only with
respect to the offering of the Series of the Certificates to which it
relates; and the conditions to the use of a registration statement on Form
S-3 under the Act, as set forth in the General Instructions to Form S-3, and
the conditions of Rule 415 under the Act have been satisfied with respect to
the Registration Statement;
(b) on the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed as to form in all
respects to the requirements of the Act and the Rules and Regulations
thereunder, and did not include any untrue statement of a material fact or,
in the case of the Registration Statement, omit to state any material fact
required to be stated therein or necessary to make the statements therein
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in light of the circumstances under which they were made not misleading and,
in the case of the Prospectus, omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading and, on the date of each Terms Agreement and
on each Closing Date (as defined in Section 3), the Registration Statement
and the Prospectus will conform in all respects to the requirements of the
Act and the Rules and Regulations, and neither of such documents included or
will include as of such date any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under
which they were made; provided, however, that the Depositor makes no
representations or warranties as to the information contained in or omitted
from (A) such Registration Statement or such Prospectus (or any supplement
thereto) in reliance upon and in conformity with written information
furnished to the Depositor by or on behalf of the Underwriters specifically
for use in the preparation thereof or (B) any Current Report (as defined in
Section 5(b) below), or in any amendment thereof or supplement thereto,
incorporated by reference in such Registration Statement or such Prospectus
(or any amendment thereof or supplement thereto);
(c) the Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with full corporate power and authority to own its assets and
conduct its business as described in the Prospectus, is duly qualified as a
foreign corporation in good standing in all jurisdictions in which the
ownership or lease of its property or the conduct of its business requires
such qualification, except where the failure to be so qualified would not
have a material adverse effect on the Depositor, and the Depositor is
conducting its business so as to comply in all material respects with the
applicable statutes, ordinances, rules and regulations of each jurisdiction
in which it is conducting business;
(d) the Certificates of the Series to which this Agreement
relates conform, or will conform as of the Closing Date specified in the
related Trust Agreement, to the description thereof contained in the
Registration Statement and the Prospectus; and the Certificates of such
Series, on the Closing Date, will have been duly and validly authorized and,
when such Certificates are duly and validly executed by the Trustee and
delivered in accordance with such Trust Agreement and delivered and paid for
as provided herein, will be validly issued and outstanding and entitled to
the benefits and security afforded by such Trust Agreement;
(e) the execution and delivery by the Depositor of this
Agreement, each applicable Terms Agreement, each
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applicable Trust Agreement and the Certificates of a Series, are within the
corporate power of the Depositor and have been, or will have been, duly
authorized by all necessary corporate action on the part of the Depositor;
and neither the execution and delivery by the Depositor of such instruments,
nor the consummation by the Depositor of the transactions herein or therein
contemplated, nor the compliance by the Depositor with the provisions hereof
or thereof, will (A) conflict with or result in a breach of, or constitute
a default under, any of the provisions of the certificate of incorporation
or by-laws of the Depositor or any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Depositor or any
of its properties, or any of the provisions of any Servicing Agreement or any
indenture, mortgage, contract or other instrument to which the Depositor is
a party or by which it is bound, or (B) result in the creation or imposition
of any lien, charge or encumbrance upon any of the Depositor's property
pursuant to the terms of any such indenture, mortgage, contract or other
instrument;
(f) this Agreement has been and, at the Closing Date, each
applicable Terms Agreement will have been duly authorized, executed and
delivered by the Depositor;
(g) at the date thereof, each applicable Trust Agreement will
constitute a valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other similar laws affecting creditors' rights
generally as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);
(h) all approvals, authorizations, consents, orders or other
actions of any person, corporation or other organization, or of any court,
governmental agency or body or official (except with respect to the state
securities or Blue Sky laws of various jurisdictions), required in connection
with the valid authorization, issuance and sale of the Certificates of a
Series pursuant to this Agreement, the applicable Terms Agreement, and the
applicable Trust Agreement, has been or will be taken or obtained on or prior
to the Closing Date specified in such Trust Agreement;
(i) at the applicable Closing Date, any Mortgage Loans
included in the related Trust Fund will meet the criteria for selection
described in the Prospectus;
(j) at the applicable Closing Date, any Mortgage Note and
each mortgage included in the related Trust Fund will constitute a valid and
binding instrument, enforceable in
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accordance with its terms, subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency or other similar laws
affecting creditors' rights generally as from time to time in effect, and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(k) the Certificates of a Series subject to this Agreement
and offered by means of the Registration Statement will, when issued pursuant
to the applicable Trust Agreement, be "mortgage-related securities," as such
term is defined in Section 3(a)(41) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") for so long as they are rated in one of the
two highest rating categories of a nationally recognized statistical rating
agency;
(l) at the date of its execution and delivery, each Servicing
Agreement, if any, constituted or will constitute a valid and binding
agreement, and is or will be enforceable by the Trustee against the
applicable Servicer in accordance with its terms, subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency or other
similar laws affecting creditors' rights generally as from time to time in
effect, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
(m) at the applicable Closing Date, any FHA Loan included in
the related Trust Fund will be insured by the FHA, such insurance to be
evidenced in each case by a mortgage insurance certificate duly and validly
issued by the Secretary of Housing and Urban Development, and each contract
of mortgage insurance covering an FHA Loan will constitute a valid and
binding obligation of the FHA; at the applicable Closing Date, any VA Loan
included in the related Trust Fund will be partially guaranteed by the VA,
such guaranty to be evidenced in each case by a certificate duly and validly
issued by the VA, and each guaranty covering a VA Loan will constitute a
valid and binding obligation of the VA;
(n) the Trust is not an investment company subject to
registration with respect to each Series under the Investment Company Act of
1940, as amended (the "Investment Company Act") and is not under the control
of an investment company;
(o) at the applicable Closing Date, the representations and
warranties made by the Depositor in the applicable Trust Agreement will be
true and correct;
(p) at the time of the execution and delivery of the
applicable Trust Agreement, the Depositor will be the
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beneficial owner of the Primary Assets (other than any Retained Interest with
respect to such Primary Assets) being transferred to the Trustee pursuant
thereto, free and clear of any lien or other encumbrance, and will not have
assigned to any person any of its right, title or interest in the Primary
Assets or in such Trust Agreement or the Certificates being issued pursuant
thereto;
(q) at the time of the execution and delivery of the
applicable Trust Agreement, the Depositor will have the power and authority
to transfer the Primary Assets to the Trustee and to transfer the
Certificates to each of the Underwriters and, upon execution and delivery to
the Trustee of the Trust Agreement and delivery to each of the Underwriters
of the Certificates, the Primary Assets constituting a portion of the Trust
Fund will have been duly and validly assigned to the Trustee in accordance
with the terms of the Trust Agreement;
(r) at the applicable Closing Date with respect to any
Series, any Private Mortgage-Backed Securities deposited into the related
Trust Fund will be duly and validly assigned, delivered and pledged to the
Trustee or its nominee and have been either (i) duly and validly registered
in the name of the Trustee or its nominee; or (ii) delivered to the Trustee
for registration in the name of the Trustee or its nominee and all other
steps required, other than the registration of such Private Mortgage-Backed
Securities in the name of the Trustee or its nominee, will have been taken
in order to effect such registration; and, upon such registration, the
Trustee will have acquired either the sole ownership interest, or a duly and
validly perfected security interest, in all such Private Mortgage-Backed
Securities, subject to no prior lien or other encumbrance;
(s) any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of this Agreement, the
applicable Trust Agreement and the Certificates have been or will be paid at
or prior to the applicable Closing Date;
(t) this Agreement does, and the applicable Trust Agreement,
the applicable Terms Agreement and any applicable insurance policies or types
of credit enhancement will, conform in all material respects to the
descriptions thereof contained in the Prospectus; and
(u) at the applicable Closing Date with respect to a Series,
the Certificates shall have received the rating or ratings specified in the
related Terms Agreement.
3. Purchase, Sale and Delivery of Certificates. Subject to the
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execution of the Terms Agreement for a particular
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offering of Certificates and subject to the terms and conditions and in
reliance upon the representations and warranties set forth in this Agreement
and such Terms Agreement, the Depositor agrees to sell to each Underwriter,
severally and not jointly, and each Underwriter agrees, severally and not
jointly, to purchase from the Depositor, the respective original principal
amounts of the related Certificates set forth in the related Terms Agreement
opposite the name of such Underwriter, plus any additional original principal
amount of Certificates which such Underwriter may be obligated to purchase
pursuant to Section 10 hereof, at the purchase price therefor set forth in
such Terms Agreement.
Delivery of and payment for the Certificates to which this
Agreement applies will be made at the office of Lehman Brothers Inc., 3 World
Financial Center, 200 Vesey Street, New York, New York 10285, at such time
as shall be specified in the applicable Terms Agreement, or at such other
place and time as you and the Depositor shall agree upon, each such time
being herein referred to as a "Closing Date." Delivery of such Certificates
shall be made by the Depositor to the Underwriters against payment of the
purchase price specified in the applicable Terms Agreement in immediately
available funds wired to such bank as may be designated by the Depositor, or
paid by such other manner as may be agreed upon by the Depositor and the
Representative. The Certificates to be so delivered will be in definitive,
fully registered form, or maintained through the facilities of The Depository
Trust Company, as indicated in the applicable Prospectus Supplement, in such
denominations and registered in such names and at such locations as you
request in writing at least 3 business days prior to the Closing Date, and
will be made available for checking and packaging at least 24 hours prior to
the applicable Closing Date.
The parties hereto agree that settlement for all securities sold
pursuant to this Agreement shall take place on the terms set forth herein as
permitted under Rule 15c6-1 (d) under the Exchange Act.
4. Offering by Underwriters. It is understood that the several
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Underwriters propose to offer the Certificates subject to this Agreement for
sale to the public as set forth in the Prospectus.
5. Covenants of the Depositor. The Depositor covenants and
--------------------------
agrees with you and the several Underwriters participating in the applicable
offering of the Certificates that:
(a) immediately following the execution of each Terms
Agreement, the Depositor will prepare a Prospectus Supplement setting forth
the amount of Certificates covered thereby and the terms thereof not
otherwise specified in the
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Prospectus, the price at which such Certificates are to be purchased by the
Underwriters from the Depositor, either the initial public offering price or
the method by which the price at which such Certificates are to be sold will
be determined, the selling concessions and reallowances, if any, and such
other information as you and the Depositor deem appropriate in connection
with the offering of such Certificates, but the Depositor will not file any
amendments to the Registration Statement as in effect with respect to the
Certificates, or any amendments or supplements to the Prospectus, unless it
shall first have delivered copies of such amendments or supplements to the
Representative and the Representative shall not have reasonably objected
thereto promptly after receipt thereof; the Depositor will immediately advise
you or your counsel (i) when notice is received from the Commission that any
post-effective amendment to the Registration Statement has become or will
become effective and (ii) of any order or communication suspending or
preventing, or threatening to suspend or prevent, the offer and sale of the
Certificates or of any proceedings or examinations that may lead to such an
order or communication, whether by or of the Commission or any authority
administering any state securities or Blue Sky law, as soon as the Depositor
is advised thereof, and the Depositor will use its best efforts to prevent
the issuance of any such order or communication and if such order is issued,
the Depositor will obtain its lifting as soon as possible;
(b) The Depositor will cause any Computational Materials and
any Structural Term Sheets (each as defined in Section 8 below) with respect
to the Certificates of a Series that are delivered by an Underwriter to the
Depositor pursuant to Section 8 to be filed with the Commission on a Current
Report on Form 8-K (a "Current Report") pursuant to Rule 13a-11 under the
Exchange Act on the business day immediately following the later of (i) the
day on which such Computational Materials and Structural Term Sheets are
delivered to counsel for the Depositor by an Underwriter prior to 2:00 p.m.
and (ii) the date on which this Agreement is executed and delivered. The
Depositor will cause one Collateral Term Sheet (as defined in Section 9
below) with respect to the Certificates of a Series that is delivered by the
Representatives to the Depositor in accordance with the provisions of Section
9 to be filed with the Commission on a Current Report pursuant to Rule 13a-11
under the Exchange Act on the business day immediately following the day on
which such Collateral Term Sheet is delivered to counsel for the Depositor
by the Underwriters prior to 2:00 p.m. In addition, if at any time prior to
the availability of the related Prospectus Supplement, the Underwriters have
delivered to any prospective investor a subsequent Collateral Term Sheet that
reflects, in the reasonable judgment of the Underwriters and the Depositor,
a material change in the characteristics of the Primary Assets for the
related Series from those on which a Collateral Term Sheet
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with respect to the related Series previously filed with the Commission was
based, the Depositor will cause any such Collateral Term Sheet that is
delivered by the Underwriters to the Depositor in accordance with the
provisions of Section 9 to be filed with the Commission on a Current Report
on the business day immediately following the day on which such Collateral
Term Sheet is delivered to counsel for the Depositor by the Underwriters
prior to 2:00 p.m. Each such Current Report shall be incorporated by
reference in the related Prospectus and the related Registration Statement.
Notwithstanding the three preceding sentences, the Depositor shall have no
obligation to file any materials provided by the Underwriters pursuant to
Sections 8 and 9 which, in the reasonable determination of the Depositor, are
not required to be filed pursuant to the Kidder Letters or the PSA Letter
(each as defined in Section 8 below), or contain erroneous information or
contain any untrue statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; it being understood, however, that the Depositor shall have no
obligation to review or pass upon the accuracy or adequacy of, or to correct,
any Computational Materials, Structural Term Sheets or Collateral Term Sheets
provided by the Underwriters to the Depositor pursuant to Section 8 or
Section 9 hereof.
(c) if, at any time when a Prospectus relating to the
Certificates is required to be delivered under the Act, any event occurs as
a result of which the Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, or if it is necessary at any time
to amend or supplement the Prospectus to comply with the Act or the Rules and
Regulations thereunder, the Depositor will promptly prepare and file with the
Commission an amendment or supplement that will correct such statement or
omission or an amendment that will effect such compliance; provided, however,
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that the Depositor will not be required to file any such amendment or
supplement with respect to any Computational Materials, Structural Term
Sheets or Collateral Term Sheets incorporated by reference in the Prospectus
other than any amendments or supplements of such Computational Materials or
Structural Term Sheets that are furnished to the Depositor by the
Underwriters pursuant to Section 8(e) hereof or any amendments or supplements
of such Collateral Term Sheets that are furnished to the Depositor by the
Underwriters pursuant to Section 9(d) hereof which are required to be filed
in accordance therewith;
(d) the Depositor will cause the Trustee to furnish or make
available, within a reasonable time after the end of each calendar year, to
each holder of a Certificate at any
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time during such year, such information as the Depositor deems necessary or
desirable to assist Certificateholders in preparing their federal income tax
returns;
(e) the Depositor will furnish to you copies of the
Registration Statement, the Prospectus, and all amendments and supplements
to such documents relating to the Certificates, in each case as soon as
available and in such quantities as you reasonably request;
(f) the Depositor will arrange for the qualification of the
Certificates for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as you reasonably designate
and will continue such qualifications in effect so long as required for the
distribution; provided, however, that neither the Depositor nor the
applicable Trust shall be required to do business in any jurisdiction where
it is now not qualified or to take any action which would subject it to
general or unlimited service of process in any jurisdiction in which it is
now not subject to service of process;
(g) the Depositor will cause the Trustee while the
Certificates of a Series are outstanding to:
(i) furnish to you, and upon your request to each
of the other Underwriters, within 90 days after the close of each fiscal
year, appropriate annual financial statements of the related Trust, in
such form as to disclose its financial condition at the end of, and the
results of its operations for, such fiscal year;
(ii) furnish to you, and upon your request to each
of the other Underwriters, as soon as available, copies of all reports
filed with the Commission and copies of each notice published or mailed
to holders of the Certificates pursuant to the related Trust Agreement;
and
(iii) furnish to you, and upon your request to each
of the other Underwriters, such other information with respect to the
related Trust or its financial condition or results of operations, as you
may reasonably request, including but not limited to information necessary
or appropriate to the maintenance of a secondary market in the
Certificates of such Series;
(h) the Depositor will pay all expenses incident to the
performance of its obligations under this Agreement and the related Terms
Agreement and will reimburse the Underwriters for any expenses (including
fees and disbursements of their counsel) incurred by them in connection with
qualification of the
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related Series of Certificates and determination of their eligibility for
investment under the laws of such jurisdictions as you may reasonably
designate and the printing of memoranda relating thereto, for any fees
charged by any nationally recognized statistical rating organization for the
rating of such Certificates and, to the extent previously agreed upon with
you, for expenses incurred in distributing the related Prospectus (including
any amendments and supplements thereto) to the Underwriters; and
(i) during the period when a prospectus is required by law
to be delivered in connection with the sale of a Series of Certificates
pursuant to this Agreement, the Depositor will file, or cause the Trustee to
file on behalf of the related Trust, on a timely and complete basis, all
documents that are required to be filed by the related Trust with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
6. Conditions to the Obligations of the Underwriters. The
-------------------------------------------------
obligations of the several Underwriters named in any Terms Agreement to
purchase and pay for the Certificates of the related Series subject to this
Agreement will be subject to the accuracy of the representations and
warranties on the part of the Depositor as of the date hereof, the date of
the applicable Terms Agreement and the applicable Closing Date, to the
accuracy of the statements of the Depositor made pursuant to the provisions
hereof, to the performance by the Depositor in all material respects of its
obligations hereunder and to the following additional conditions precedent:
(a) you shall have received letters of Deloitte & Touche LLP,
dated the date of the applicable Terms Agreement and the Closing Date, in
form and substance satisfactory to the Underwriters;
(b) all actions required to be taken and all filings required
to be made by the Depositor under the Act prior to the sale of the
Certificates of such Series shall have been duly taken or made; and prior to
the applicable Closing Date, no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted, or to the knowledge of the Depositor or
any Underwriter, shall be contemplated by the Commission;
(c) the Certificates subject to this Agreement and offered
by means of the Registration Statement shall be rated at the time of issuance
in one of the four highest rating categories by a nationally recognized
statistical rating organization;
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(d) no Underwriter shall have advised the Depositor that the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact that in your opinion is
material, or omits to state a fact that in your opinion is material and is
required to be stated therein or is necessary to make the statements therein
not misleading:
(e) you shall have received the opinions shown below of Brown
& Wood, counsel for the Depositor, dated the applicable Closing Date,
substantially to the effect that as long as such opinions are applicable to
the Series issued pursuant to the related Terms Agreement;
(i) The Depositor has the corporate power and
corporate authority to carry on its business as described in the
Prospectus and to own its own assets in connection therewith;
(ii) The Trust Agreement has been duly authorized,
executed and delivered by the Depositor and is a valid and binding
agreement of the Depositor, enforceable against the Depositor in
accordance with its terms, except to the extent that (a) enforcement may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditor's rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law);
(iii) The issuance and sale of the Certificates have
been duly authorized by all requisite corporate action on the part of the
Depositor and the Certificates, when duly and validly executed and
authenticated in accordance with the terms of the Trust Agreement and
delivered and paid for pursuant to this agreement, will be duly and
validly issued and outstanding, and entitled to the benefits of the Trust
Agreement and enforceable against the Depositor in accordance with its
terms, except to the extent that enforcement thereof may be limited by
(a) bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally
and (b) general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity);
(iv) This agreement has been duly authorized, executed
and delivered by the Depositor;
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(v) The execution and delivery by the Depositor of
each of this agreement and the Trust Agreement, and the performance by the
Depositor of its obligations each in accordance with its terms, do not
conflict with the certificate of incorporation or by-laws of the
Depositor;
(vi) The Trust Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and the
trust related thereto is not an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended;
(vii) The Registration Statement has been declared
effective under the Act, and, to the best of such counsel's knowledge,
no stop order suspending its effectiveness has been issued and no
proceedings for that purpose have been instituted or are pending or
threatened by the Commission;
(viii) The Registration Statement, as of its effective
date, and the Prospectus, as of its date, appeared on their faces to be
appropriately responsive in all material respects to the requirements of
the Act and the rules and regulations thereunder, except that in each case
such counsel need not opine as to the financial statements, schedules and
other financial and statistical data included therein or excluded
therefrom or the exhibits to the Registration Statement;
(ix) The statements in the Prospectus under the
captions "Description of the Certificates" and "Trust Agreement," insofar
as such statements constitute a summary of certain terms of the
Certificates and the Trust Agreement, constitute a fair summary of such
terms; the statements contained under the caption "ERISA Considerations,"
insofar as such statements describe certain provisions of federal statutes
and regulations, have been reviewed by such counsel, and such statements
fairly describe such provisions and regulations; and the statements
contained under the caption "Certain Federal Income Tax Considerations,"
insofar as such statements constitute conclusions of law, are true and
correct in all material respects as set forth therein;
(x) Assuming that any Class of Certificates is rated
by a nationally recognized statistical rating organization in one of its
two highest rating categories, such Class of Certificates constitutes
"mortgage-related securities" within the
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meaning of Section 3(a)(41) of the Exchange Act of for so long as they
are so rated;
(xi) Under existing law, assuming a REMIC election is
made and compliance with all provisions of the Trust Agreement, for
federal income tax purposes, each REMIC established pursuant to the Trust
Agreement will qualify as a REMIC pursuant to Section 860D of the Code,
the Certificates (other than any Residual Certificates) will be considered
to be "regular interests" in the related REMIC within the meaning of the
Code, and each Class of Residual Certificates will be considered to be the
sole class of "residual interests" in the related REMIC within the meaning
of the Code; and
(xii) The conditions to the use by the Depositor of a
registration statement on Form S-3 under the Act, as set forth in the
General Instructions to Form S-3, have been satisfied with respect to the
Registration Statement and the Prospectus; and, to the best of such
counsel's knowledge, there are no contracts or documents of the Depositor
which are required to be filed as exhibits to the Registration Statement
pursuant to the Act or the Rules and Regulations thereunder that have not
been so filed.
In addition, such counsel has participated in conferences with
officers and other representatives of the Depositor, your counsel,
representatives of the independent accountants for the Trust and you at which
the contents of the Registration Statement and the Prospectus were discussed
and, although such counsel is not passing upon and does not assume
responsibility for the factual accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus (except
as stated in paragraph (xii) above) and has made no independent check or
verification thereof for the purpose of rendering its opinion, on the basis
of the foregoing (relying as to materiality to a large extent upon the
certificates of officers and other representatives of the Depositor), nothing
has come to such counsel's attention that leads it to believe that either the
Registration Statement or the Prospectus at the time such documents were
delivered to you contained, or at the date hereof contains, an untrue
statement of a material fact or at the time such documents were delivered to
you omitted, or at the date hereof omits, to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that such counsel need
express no view with respect to the financial statements, schedules and other
financial and statistical data included in the Registration Statement or the
Prospectus.
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With respect to the opinions expressed in paragraph (viii) above, such
counsel may take such exceptions as are deemed necessary and appropriate by
such counsel to deliver such opinion.
(f) if applicable, you shall have received an opinion of
counsel to the Trustee dated the applicable Closing Date and in the form
agreed to on or prior to the date of the applicable Terms Agreement;
(g) if applicable, you shall have received an opinion of
counsel to any issuer of any certificate insurance policy, dated the
applicable Closing Date, and in the form agreed to on or prior to the date
of the applicable Terms Agreement;
(h) if applicable, you shall have received the opinion of
counsel to the Master Servicer, dated as of the applicable Closing Date, in
form and substance satisfactory to your counsel, to the effect that:
(i) the Master Servicer has been duly organized and
is validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation and is duly qualified to do
business, and is in good standing, as a foreign corporation under the laws
of each jurisdiction in which the performance of its duties under the
applicable agreement would require such qualification;
(ii) the execution and delivery by the Master Servicer
of the applicable agreement is within the corporate power of the Master
Servicer and has been duly authorized by all necessary corporate action on
the part of the Master Servicer; and neither the execution and delivery of
such instrument, nor the consummation of the transactions provided for
therein, nor compliance with the provisions thereof, will conflict with or
constitute a breach of, or default under, any contract, indenture,
mortgage, loan agreement, note, lease, deed of trust, or other instrument
to which the Master Servicer is a party or by which it may be bound, nor
will such action result in any violation of the provisions of the charter
or bylaws of the Master Servicer or any law, administrative regulation or
administrative or court decree;
(iii) the applicable agreement has been duly and
validly authorized, executed and delivered by the Master Servicer and
assuming due authorization, execution and delivery by the Depositor and
the Trustee, or by Lehman Capital, A Division of Lehman Brothers Holdings
Inc., as applicable,
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constitutes the valid and binding obligation of the Master Servicer,
enforceable in accordance with its terms, subject, as the enforcement of
remedies, to (A) applicable bankruptcy, insolvency, reorganization,
moratorium or other laws relating to creditors' rights generally as from
time to time in effect, (B) to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law) and (C) if applicable, with respect to the qualification that certain
remedial provisions of the Trust Agreement, if any, may be unenforceable
in whole or in part under the Uniform Commercial Code as presently in
effect in the State of New York, but the inclusion of such provisions does
not render the other provisions of the Indenture invalid and the Trust
Agreement contains adequate remedial provisions for the practical
realization of the benefits of the security provided thereby;
(i) if applicable, you shall have received an opinion of
counsel to each Servicer, dated the applicable Closing Date, and in the form
agreed to on or prior to the date of the applicable Terms Agreement;
(j) you shall have received from Brown & Wood, counsel for
the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to the Registration Statement, the Prospectus and other related
matters as the Underwriters may require, and the Depositor shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters; and
(k) you shall have received a certificate or certificates
signed by such of the principal executive, financial and accounting officers
of the Depositor as you may request, dated the applicable Closing Date, in
which such officers, to the best of their knowledge after reasonable
investigation, shall state that (i) the representations and warranties of the
Depositor in this Agreement are true and correct; (ii) the Depositor has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing Date; (iii) no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or are contemplated;
(iv) subsequent to the respective dates as of which information is given in
the Prospectus, and except as set forth or contemplated in the Prospectus,
there has not been any material adverse change in the general affairs,
capitalization, financial condition or results of operations of the
Depositor; and (v) except as otherwise stated in the Prospectus, there are
no material actions, suits or proceedings pending before any court or
governmental agency, authority or body or, to their
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knowledge, threatened, which could have a material effect upon the Depositor
or upon the transactions contemplated by this Agreement.
The Depositor will furnish you with such copies of such opinions,
certificates, letters and documents as you reasonably request.
7. Indemnification.
---------------
(a) The Depositor will indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of the Act, against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter or such controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission (in the case of any Computational Materials or ABS Term Sheets (as
defined in Section 9 below) in respect of which the Depositor agrees to
indemnify each Underwriter, as set forth below, when such are read in
conjunction with the related Prospectus and Prospectus Supplement) to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; and will reimburse each Underwriter
and each such controlling person for any legal or other expenses reasonably
incurred by such Underwriter and each such controlling person in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that (i) the Depositor will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement
in or omission or alleged omission made in any such documents (A) in reliance
upon and in conformity with written information furnished to the Depositor
by an Underwriter specifically for use therein or (B) in any Current Report
or any amendment or supplement thereof, except to the extent that any untrue
statement or alleged untrue statement therein or omission therefrom results
(or is alleged to have resulted) directly from an error (a "Mortgage Pool
Error") in the information concerning the characteristics of the Mortgage
Loans furnished by the Depositor to any Underwriter in writing or by
electronic transmission that was used in the preparation of any Computational
Materials or ABS Term Sheets (or amendments or supplements thereof) included
in such Current Report (or amendment or supplement thereof), (ii) such
indemnity with respect to any Prospectus or any Corrected Statement (as
defined below) in any Prospectus (or supplement thereto) shall not inure
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to the benefit of any Underwriter (or any person controlling any Underwriter)
from whom the person asserting any loss, claim, damage or liability purchased
the Certificates of the related Series that are the subject thereof if such
person did not receive a copy of the related Prospectus or a supplement to such
Prospectus, as the case may be, at or prior to the confirmation of the sale of
such Certificates and the untrue statement or omission of a material fact
contained in such Prospectus (or supplement thereto) was corrected (a
"Corrected Statement") in such Prospectus or in such other supplement and such
Prospectus or such supplement was furnished by the Depositor to such
Underwriter prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure to the
benefit of any Underwriter (or any person controlling any Underwriter) from
whom the person asserting any loss, claim, damage or liability received any
Computational Materials or ABS Term Sheets (or any written or electronic
materials on which the Computational Materials are based) that were prepared on
the basis of such Mortgage Pool Error, if, prior to the time of confirmation of
the sale of the applicable Certificates to such person, the Depositor notified
such Underwriter in writing of the Mortgage Pool Error or provided in written
or electronic form information superseding or correcting such Mortgage Pool
Error (in any such case, a "Corrected Mortgage Pool Error"), and such
Underwriter failed to notify such person thereof or to deliver to such person
corrected Computational Materials (or underlying written or electronic
materials) or ABS Term Sheets. This indemnity agreement will be in addition to
any liability which the Depositor may otherwise have. This indemnity agreement
will be in addition to any liability which the Depositor may otherwise have.
(b) Each Underwriter, severally, and not jointly, will
indemnify and hold harmless the Depositor, each of its directors, each of its
officers who have signed the Registration Statement and each person, if any,
who controls the Depositor within the meaning of the Act against any losses,
claims, damages or liabilities to which the Depositor or any such director,
officer or controlling person may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
(A) written information furnished to the Depositor by such Underwriter
specifically for use in the preparation of the
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documents referred to in the foregoing indemnity provided by the Depositor to
each Underwriter with respect to the related Series, or (B) any Computational
Materials or ABS Term Sheets (or amendments or supplements thereof) delivered
to prospective investors by such Underwriter and furnished to the Depositor by
such Underwriter pursuant to Section 8 and incorporated by reference in such
Registration Statement, the related Prospectus or any amendment or supplement
thereof (except that no such indemnity shall be available for any losses,
claims, damages or liabilities, or actions in respect thereof, resulting from
any Mortgage Pool Error, other than a Corrected Mortgage Pool Error). The
Depositor acknowledges that the statements set forth in the last paragraph
appearing on the cover page of the related Prospectus as such statements relate
to such Offered Certificates and the first paragraph (including any table
listed below such paragraph) and the third sentence of the second paragraph
under the heading "Underwriting" in such Prospectus Supplement as such
statements relate to such Certificates constitute the only information
furnished in writing by or on behalf of the Underwriters for inclusion in the
related Prospectus (other than any Computational Materials or ABS Term Sheets
(or amendments or supplements thereof) delivered to prospective investors and
furnished to the Depositor by any particular Underwriter), and the Underwriters
confirm that such statements are correct. Any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to the Depositor
by a particular Underwriter shall relate exclusively to and be the several
responsibility of such Underwriter and no other Underwriter. Subject to the
foregoing provisions set forth in this paragraph (b), each Underwriter,
severally, but not jointly, agrees to reimburse any legal or other expenses
reasonably incurred by the Depositor or any such director, officer or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnity agreement will be in
addition to any liability that such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than in this Section. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may, jointly with any other indemnifying
party similarly notified, elect to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel
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to the indemnifying party), and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with defense thereof other than reasonable
costs of investigation.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section for any reason other than as
specified therein, the parties entitled to indemnification by the terms
thereof shall be entitled to contribution to liabilities and expenses as set
forth in Section 13 of this Agreement, except to the extent that contribution
is not permitted under Section 11(f) of the Act. In determining the amount
of contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the offering of
the Certificates subject to this Agreement (taking into account the portion
of the proceeds of the offering realized by each), the parties' relative
knowledge and access to information concerning the matter with respect to
which the claim was asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations appropriate
under the circumstances. The Depositor and the Underwriters agree that it
would not be equitable if the amount of such contribution were determined by
pro rata or per capita allocation (even if the Underwriters were treated as
one entity for such purpose). No Underwriter or person controlling such
Underwriter shall be obligated to make contribution hereunder which in the
aggregate exceeds the total public offering price of the Certificates
purchased by such Underwriter under this Agreement, less the aggregate amount
of any damages which such Underwriter and its controlling persons have
otherwise been required to pay in respect of the same claim or any
substantially similar claim. The Underwriters' obligations to contribute are
several in proportion to their respective underwriting obligations and not
joint.
8. Computational Materials and Structural Term Sheets. (a) Not
--------------------------------------------------
later than 2:00 p.m., New York time, on the business day before the date on
which the Current Report relating to the Certificates of a Series is required
to be filed by the Depositor with the Commission pursuant to Section 5(b)
hereof, the Underwriters shall deliver to the Depositor five complete copies
of all materials provided by the Underwriters to prospective investors in
such Certificates which constitute (i) "Computational Materials" within the
meaning of the no-action letter dated May 20, 1994 issued by the Division of
Corporation Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder Structured
Asset Corporation and the no-action letter dated May 27, 1994 issued by the
Division of Corporation Finance of the
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Commission to the Public Securities Association (together, the "Kidder
Letters"), the filing of which material is a condition of the relief granted in
such letter (such materials being the "Computational Materials"), and (ii)
"Structural Term Sheets" within the meaning of the no-action letter dated
February 17, 1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA Letter"), the
filing of which material is a condition of the relief granted in such letter
(such materials being the "Structural Term Sheets"). Each delivery of
Computational Materials and Structural Term Sheets to the Depositor pursuant
to this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Depositor on behalf of the Depositor and one
copy of such materials to the Depositor.
(b) Each Underwriter represents and warrants to and agrees with
the Depositor, as of the date of the related Terms Agreement and as of the
Closing Date, that:
(i) the Computational Materials furnished to the Depositor
by such Underwriter pursuant to Section 8(a) constitute (either in
original, aggregated or consolidated form) all of the materials
furnished to prospective investors by such Underwriter prior to the
time of delivery thereof to the Depositor that are required to be
filed with the Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters, and such
Computational Materials comply with the requirements of the Kidder
Letters;
(ii) the Structural Term Sheets furnished to the Depositor by
such Underwriter pursuant to Section 8(a) constitute all of the
materials furnished to prospective investors by such Underwriter
prior to the time of delivery thereof to the Depositor that are
required to be filed with the Commission as "Structural Term Sheets"
with respect to the related Certificates in accordance with the PSA
Letter, and such Structural Term Sheets comply with the requirements
of the PSA Letter;
(iii) on the date any such Computational Materials or Structural
Term Sheets with respect to such Certificates (or any written or
electronic materials furnished to prospective investors on which the
Computational Materials are based) were last furnished to each
prospective investor by such Underwriter and on the date of delivery
thereof to the Depositor pursuant to Section 8(a) and on the related
Closing Date, such Computational Materials (or such other materials)
or Structural Term Sheets did not and will not include any untrue
statement of a material fact or, when read in
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conjunction with the Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and
(iv) all Computational Materials (or underlying materials
distributed to prospective investors on which the Computational
Materials were based) delivered to prospective investors by such
Underwriter and all Structural Term Sheets delivered to prospective
investors by such Underwriter contained and will contain a legend,
prominently displayed on the first page thereof, to the effect that
the Depositor has not prepared, reviewed or participated in the
preparation of such materials and is not responsible for the accuracy
thereof, or otherwise in form and substance satisfactory to the
Depositor.
Notwithstanding the foregoing, each Underwriter makes no representation or
warranty as to whether any Computational Materials or Structural Term Sheets
included or will include any untrue statement resulting directly from any
Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect
to materials prepared after the receipt by such Underwriter from the
Depositor of notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).
(c) The Underwriters shall cause a firm of public accountants to
furnish to the Depositor a letter, dated as of the date on which the
Underwriters deliver any Computational Materials (which term shall be deemed
to include, for purposes of this paragraph (c), calculated statistical
information delivered to prospective investors in the form of a Structural
Term Sheet) to the Depositor pursuant to Section 8(a), in form and substance
satisfactory to the Depositor, stating in effect that they have verified the
mathematical accuracy of any calculations performed by each Underwriter and
set forth in such Computational Materials.
(d) Each Underwriter agrees that it will not represent to
investors that any Computational Materials or Structural Term Sheets were
prepared or disseminated on behalf of the Depositor.
(e) If, at any time when a Prospectus relating to the Certificates
of a Series is required to be delivered under the Act, it shall be necessary
to amend or supplement the related Prospectus as a result of an untrue
statement of a material fact contained in any Computational Materials or
Structural Term Sheets provided by any Underwriter pursuant to this Section
8 or the omission to state therein a material fact required, when considered
in conjunction with the related Prospectus and
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Prospectus Supplement, to be stated therein or necessary to make the statements
therein, when read in conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend or supplement
any Current Report relating to any Computational Materials or Structural Term
Sheets to comply with the Act or the rules thereunder, such Underwriter
promptly will prepare and furnish to the Depositor for filing with the
Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. Each Underwriter
represents and warrants to the Depositor, as of the date of delivery by it of
such amendment or supplement to the Depositor, that such amendment or
supplement will not include any untrue statement of a material fact or, when
read in conjunction with the related Prospectus and Prospectus Supplement, omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that each such
Underwriter makes no representation or warranty as to whether any such
amendment or supplement will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with
respect to any such amendment or supplement prepared after the receipt by such
Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error
or materials superseding or correcting such Corrected Mortgage Pool Error).
The Depositor shall have no obligation to file such amendment or supplement if
the Depositor determines that (i) such amendment or supplement contains any
untrue statement of a material fact or, when read in conjunction with the
related Prospectus and Prospectus Supplement, omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; it being understood, however, that the Depositor shall have no
obligation to review or pass upon the accuracy or adequacy of, or to correct,
any such amendment or supplement provided by any Underwriter to the Depositor
pursuant to this paragraph (e) or (ii) such filing is not required under the
Act.
9. Collateral Term Sheets. (a) Prior to the delivery of any
----------------------
"Collateral Term Sheet" within the meaning of the PSA Letter, the filing of
which material is a condition of the relief granted in such letter (such
material being the "Collateral Term Sheets"), to a prospective investor in
the Certificates, the Underwriters shall notify the Depositor and its counsel
by telephone of their intention to deliver such materials and the approximate
date on which the first such delivery of such materials is expected to occur.
Not later than 2:00 p.m., New York time, on the business day immediately
following the date on which any Collateral Term Sheet was first delivered to
a prospective investor in the Certificates, the Underwriters shall deliver
to the Depositor five complete copies of all materials provided by the
Underwriters to prospective investors in such Certificates which constitute
"Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the
Depositor pursuant to
24
<PAGE>
this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Depositor on behalf of the Depositor and
one copy of such materials to the Depositor. (Collateral Term Sheets and
Structural Term Sheets are, together, referred to herein as "ABS Term
Sheets.") At the time of each such delivery, the Underwriter making such
delivery shall indicate in writing that the materials being delivered
constitute Collateral Term Sheets, and, if there has been any prior such
delivery with respect to the related Series, shall indicate whether such
materials differ in any material respect from any Collateral Term Sheets
previously delivered to the Depositor with respect to such Series pursuant
to this Section 9(a) as a result of the occurrence of a material change in
the characteristics of the related Mortgage Loans.
(b) Each Underwriter represents and warrants to and agrees with
the Depositor as of the date of the related Terms Agreement and as of the
Closing Date, that:
(i) The Collateral Term Sheets furnished to the Depositor
by such Underwriter pursuant to Section 9(a) constitute all of the
materials furnished to prospective investors by such Underwriter prior to
time of delivery thereof to the Depositor that are required to be filed
with the Commission as "Collateral Term Sheets" with respect to the
related Certificates in accordance with the PSA Letter, and such
Collateral Term Sheets comply with the requirements of the PSA Letter;
(ii) On the date any such Collateral Term Sheets with
respect to such Certificates were last furnished to each prospective
investor by such Underwriter and on the date of delivery thereof to the
Depositor pursuant to Section 9(a) and on the related Closing Date, such
Collateral Term Sheets did not and will not include any untrue statement
of a material fact or, when read in conjunction with the Prospectus and
Prospectus Supplement, omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
(iii) such Underwriter has not represented to any prospective
investor that any Collateral Term Sheets with respect to any Series were
prepared or disseminated on behalf of the Depositor, and, except as
otherwise disclosed by such Underwriter to the Depositor in writing prior
to the date hereof, all Collateral Term Sheets previously furnished to
prospective investors included a disclaimer to the effect set forth in
Section 9(c).
Notwithstanding the foregoing, each Underwriter makes no representation or
warranty as to whether any Collateral Term
25
<PAGE>
Sheet included or will include any untrue statement or material omission
resulting directly from any Mortgage Pool Error (except any Corrected Mortgage
Pool Error, with respect to materials prepared after the receipt by such
Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error
or materials superseding or correcting such Corrected Mortgage Pool Error).
(c) Each Underwriter acknowledges and agrees that any Collateral
Term Sheets with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall include a
disclaimer in form satisfactory to the Depositor to the effect set forth in
Section 8(b)(iv) hereof, and to the effect that the information contained in
such materials supersedes information contained in any prior Collateral Term
Sheet with respect to such Series of Certificates and will be superseded by
the description of the related Mortgage Loans in the related Prospectus
Supplement and in the Detailed Description relating to such Prospectus
Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that
it will not represent to prospective investors that any Collateral Term
Sheets were prepared or disseminated on behalf of the Depositor.
(d) If, at any time when a prospectus relating to the Certificates
of a Series is required to be delivered under the Act, it shall be necessary
to amend or supplement the related Prospectus as a result of an untrue
statement of a material fact contained in any Collateral Term Sheets provided
by any Underwriter pursuant to this Section 9 or the omission to state
therein a material fact required, when considered in conjunction with the
related Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in conjunction with the
related Prospectus and Prospectus Supplement, not misleading, or if it shall
be necessary to amend or supplement any Current Report relating to any
Collateral Term Sheets to comply with the Act or the rules thereunder, such
Underwriter promptly will prepare and furnish to the Depositor for filing
with the Commission an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance.
Each Underwriter represents and warrants to the Depositor, as of the date of
delivery of such amendment or supplement to the Depositor, that such
amendment or supplement will not include any untrue statement of a material
fact or, when read in conjunction with the related Prospectus and Prospectus
Supplement, omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that each such Underwriter makes no representation or warranty as to whether
any such amendment or supplement will include any untrue statement resulting
directly from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to any such amendment or supplement prepared after the
receipt by such Underwriter from the Depositor of notice of such Corrected
Mortgage Pool Error or materials
26
<PAGE>
superseding or correcting such Corrected Mortgage Pool Error). The Depositor
shall have no obligation to file such amendment or supplement if the Depositor
determines that (i) such amendment or supplement contains any untrue statement
of a material fact or, when read in conjunction with the related Prospectus and
Prospectus Supplement, omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; it being
understood, however, that the Depositor shall have no obligation to review or
pass upon the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by any Underwriter to the Depositor pursuant to this
paragraph (d) or (ii) such filing is not required under the Act.
10. Default of Underwriters. If any Underwriter or Underwriters
-----------------------
participating in an offering of Certificates default in their obligations to
purchase Certificates hereunder and under the Terms Agreement and the
aggregate principal amount of such Certificates which such defaulting
Underwriter or Underwriters agreed, but failed, to purchase does not exceed
10% of the total principal amount of the Certificates set forth in such Terms
Agreement, you may make arrangements satisfactory to the Depositor for the
purchase of such Certificates by other persons, including any of the
Underwriters participating in such offering, but if no such arrangements are
made within a period agreed to by you and the Depositor after the applicable
Closing Date, the non-defaulting Underwriters shall be obligated severally,
in proportion to their respective total commitments hereunder and under such
Terms Agreement, to purchase the Certificate which such defaulting
Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so default and the aggregate principal amount of Certificates
with respect to which such default or defaults occur is more than 10% of the
total principal amount of the Certificates set forth in such Terms Agreement
and arrangements satisfactory to you and the Depositor for the purchase of
such Certificates by other persons are not made within such period agreed to
by you and the Depositor after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 12. As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under
this Section. Nothing herein will relieve a defaulting Underwriter from
liability for its default.
11. Survival of Certain Representations and Obligations. The
---------------------------------------------------
respective indemnities, agreements, representations, warranties and other
statements by the Depositor or its officers and of the several Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of the Underwriters, the Depositor or any of
their respective officers or directors or any
27
<PAGE>
controlling person, and will survive delivery of and payment for the
Certificates.
12. Termination of Agreement. You, as Representative of the
------------------------
Underwriters named in any Terms Agreement, may also terminate such Terms
Agreement, immediately upon notice to the Depositor, at any time at or prior
to the applicable Closing Date, (i) if there has been, since the date of such
Terms Agreement or since the respective dates as of which information is
given in the Registration Statement or Prospectus, any change or any
development involving a prospective change, in or affecting the condition,
financial or otherwise, earnings, affairs or business of the Depositor or the
Trust, whether or not arising in the ordinary course of business, which in
your judgment would materially impair the market for, or the investment
quality of, the Certificates, or (ii) if there has occurred any outbreak of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in your judgment,
impracticable to market the Certificates or enforce contracts for the sale
of the Certificates, or (iii) if trading generally on either the New York
Stock Exchange or the American Stock Exchange has been suspended, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices
for securities have been required, by either of said exchanges or by order
of the Commission or any other governmental authority, or if a banking
moratorium has been declared by either federal, New York or California
authorities. In the event of any such termination, (A) the covenants set
forth in Section 5 with respect to any offering of Certificates shall remain
in effect so long as the Underwriters own any such Certificates purchased
from the Depositor pursuant to the applicable Terms Agreement and (B) the
covenant set forth in Section 5(b), the indemnity agreement set forth in
Section 7, the contribution provisions set forth in Section 13, and the
provisions of Sections 16 and 17 shall remain in effect.
If this Agreement is terminated pursuant to Section 10 or if for
any other reason the purchase of the Certificates by the Underwriters is not
consummated, the Depositor shall remain responsible for the expenses to be
paid or reimbursed to them pursuant to Section 5(h), and the obligations of
the Depositor and the Underwriters pursuant to Section 7 shall remain in
effect.
13. Contribution. In order to provide for just and equitable
------------
contribution in circumstances in which the indemnity agreement provided for
in Section 7 is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Depositor, on
the one hand, and the Underwriters, on the other, shall contribute to the
aggregate losses, liabilities, claims, damages and expenses
28
<PAGE>
of the nature contemplated by said indemnity agreement incurred by the
Depositor and one or more of the Underwriters, as follows:
(i) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) which do not arise out of or are not based
upon any untrue statement or omission of a material fact in any
Computational Materials or ABS Term Sheets (or any amendments or
supplements thereof), in such proportion so that the Underwriters are
responsible for that portion represented by the difference between the
proceeds to the Depositor in respect of the Certificates appearing on the
cover page of the Prospectus for the related Series and the total proceeds
received by the Underwriters from the sale of such Certificates (the
"Underwriting Discount"), and the Depositor is responsible for the
balance; provided, however, that in no case shall the Underwriters be
-------- -------
responsible under this subparagraph (i) for any amount in excess of such
Underwriting Discount applicable to the Certificates purchased by the
Underwriters pursuant to this Agreement and the related Terms Agreement;
and
(ii) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) which arise out of or are based upon any
untrue statement or omission of a material fact in any Computational
Materials or ABS Term Sheets (or any amendments or supplements thereof) or
in any written or electronic materials on which the Computational
Materials are based, in such proportion as is appropriate to reflect the
relative fault of the Depositor on the one hand and the Underwriter that
delivered such materials to prospective investors on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations; provided, however, that in no
case shall any Underwriter be responsible under this subparagraph (ii) for
any amount in excess of the aggregate purchase price paid by it for the
Certificates purchased by it. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state
a material fact in such Computational Materials or ABS Term Sheets (or any
amendments or supplements thereof or such written or electronic materials)
results from information prepared by the Depositor on the one hand or such
Underwriter on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission.
Notwithstanding anything to the contrary in this Section, no person guilty
of fraudulent misrepresentation (within the meaning
29
<PAGE>
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section, each person who controls any Underwriter within the meaning of either
the Act or the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person who controls the Depositor within the meaning of
either the Act or the Exchange Act, each officer of the Depositor who shall
have signed the Registration Statement and each director of the Depositor shall
have the same rights to contribution as the Depositor, subject in each case to
the immediately preceding sentence of this paragraph (d).
14. Notices. All communications hereunder will be in writing and,
-------
if sent to the Representative, will be mailed, delivered or telegraphed and
confirmed to you at 3 World Financial Center, 200 Vesey Street, New York, New
York 10285, or if sent to the Depositor, will be mailed, delivered or
telegraphed and confirmed to it at 200 Vesey Street, New York, New York
10285; provided, however, that any notice to an Underwriter pursuant to
Section 7 will be mailed, delivered or telegraphed to such Underwriter at the
address furnished by it.
15. Successors. This Agreement and the applicable Terms Agreement
----------
will inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 11 hereof, and their successors and assigns, and no
other person will have any right or obligation hereunder.
16. Representations of Underwriters. You may act for the several
-------------------------------
Underwriters in connection with this transaction, and any action taken by you
under this Agreement and any Terms Agreement entered into by you will be
binding upon all the Underwriters identified in such Terms Agreement.
17. Miscellaneous. THIS AGREEMENT AND THE TERMS AGREEMENT WILL
-------------
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. Specified times of day refer to New York City time. This Agreement
and the Terms Agreement may be executed in one or more counterparts, and if
executed in one or more counterparts the executed counterparts shall together
constitute the Agreement.
30
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon it
will become a binding agreement between the Depositor and the several
Underwriters in accordance with its terms. Alternatively, the execution of
this Agreement by the Depositor and its acceptance by or on behalf of the
Underwriters may be evidenced by an exchange of telegraphic or other written
communications.
Very truly yours,
STRUCTURED ASSET SECURITIES
CORPORATION
As Depositor
By: /s/ Prue Larocca
---------------------------------------
Name: Prue Larocca
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
LEHMAN BROTHERS INC.
Acting on behalf of itself and,
if applicable, as the Representative
of the several Underwriters named
in the Terms Agreement
By: /s/ Michael J. O'Hanlon
-------------------------
Name: Michael J. O'Hanlon
Title: Managing Director
<PAGE>
EXHIBIT A
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES _____
TERMS AGREEMENT
---------------
Dated: ______________, 19__
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of _______________ , 19__ (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of April 16, 1996 (the
"Standard Terms," and together with this Terms Agreement, the
"Agreement").
Series Designation: Series ____.
- ------------------
Terms of the Series ____ Certificates: Structured Asset Securities
- -------------------------------------
Corporation, Series ____ Mortgage Pass-Through Certificates, Class __, Class
__, Class __, Class __, Class __, Class __ and Class __ (the "Certificates")
will evidence, in the aggregate, all of the beneficial ownership interest in
a trust (the "Trust"). The Primary Assets of the Trust consist of (a pool
of (fixed-rate) (adjustable-rate), fully amortizing, conventional, first lien
residential mortgage loans (the "Mortgage Loans")). The Certificates consist
of the following classes: Class __, Class __, Class __, Class __, Class __,
Class __ and Class __. Only the Class __, Class __, Class __, Class __ and
Class __ Certificates (collectively, the "Offered Certificates") are being
sold pursuant to the terms hereof.
Registration Statement: File Number 33-________.
- ----------------------
Certificate Ratings: It is a condition of Closing that at the Closing Date
- -------------------
the Class __ and Class __ Certificates be rated "____" by _______________
("____") and "___" by _____________ ("_____"); that the Class __ Certificates
be rated "___" by ____ and "___" by ____; that the Class __ Certificates be
rated "__" by ____ and "__" by _______; and that the Class ___ Certificates
be rated "____" by ____ and "___" by ____.
32
<PAGE>
Terms of Sale of Offered Certificates: The Depositor agrees to sell to
- -------------------------------------
Lehman Brothers Inc. (and ______________________________ (the
"Underwriter(s)")) and Lehman Brothers Inc. (and ___________________ each)
agree(s)(, severally and not jointly,) to purchase from the Depositor the
Offered Certificates in the principal amounts and prices set forth beneath
their (respective) name(s) on Schedule 1. The purchase price for each class
of the Offered Certificates shall be the applicable Purchase Price Percentage
set forth in Schedule 1 plus accrued interest at the applicable initial
interest rate per annum from and including the Cut-off Date up to, but not
including, the Closing Date.
(The Underwriter(s) will offer the Offered Certificates to the public from
time to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.)
Cut-off Date: ___________, 19__
- ------------
Closing Date: 10:00 A.M., New York time, on or about ____________, 19__.
- ------------
On the Closing Date, the Depositor will deliver the Offered Certificates to
the Underwriters against payment therefor.
LEHMAN BROTHERS INC.
By:
-------------------------
Name:
Title:
(________________________)
By:
-------------------------
Name:
Title:
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
------------------------------
Name:
Title:
33
<PAGE>
Schedule 1
----------
<TABLE>
<CAPTION> Approximate
Approximate Amount
Approximate Amount Purchased by
Initial Certificate Purchase Purchased by (_________)
Certificate Principal Price Lehman (_______)
Class Rate Amount (1) Percentage Brothers Inc. ( )
- ----- ----------- ------------------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Class $ % $ $
Class $ % $ $
Class $ % $ $
Class $ % $ $
Class $ % $ $
------------- ----------- ------------- -------------
------------- ----------- ------------- -------------
Total/ $ % $ $
Wtd Avg
</TABLE>
(1) Approximate.
34
<PAGE>
<PAGE>
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-1
TERMS AGREEMENT
---------------
Dated: April 16, 1995
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of April 1, 1996 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of April 16, 1996 (the
"Standard Terms," and together with this Terms Agreement, the
"Agreement").
SERIES DESIGNATION: Series 1996-1.
- ------------------
TERMS OF THE SERIES 1996-1 CERTIFICATES: Structured Asset Securities
- ---------------------------------------
Corporation, Series 1996-1 Mortgage Pass-Through Certificates, Class A1,
Class A2, Class A3, Class A4, Class A5, Class AP, Class AX, Class M, Class
B1, Class B2, Class B3, Class B4, Class B5 and Class R (the "Certificates")
will evidence, in the aggregate, all of the beneficial ownership interest in
a trust fund (the "Trust Fund"). The primary assets of the Trust Fund
consist of a pool of fixed rate, fully amortizing, conventional, first lien
residential mortgage loans (the "Mortgage Loans"). The Certificates consist
of fourteen classes: Class A1, Class A2, Class A3, Class A4, Class A5, Class
AP, Class AX, Class M, Class B1, Class B2, Class B3, Class B4, Class B5 and
Class R. Only the Class A1, Class A2, Class A3, Class A4, Class A5, Class
AP, Class AX, Class M, Class B1, Class B2 and Class R Certificates
(collectively, the "Offered Certificates") are being sold pursuant to the
terms hereof.
<PAGE>
REGISTRATION STATEMENT: File Number 33-99598.
- ----------------------
CERTIFICATE RATINGS: It is a condition of Closing that at the Closing Date
- -------------------
the Class A1, Class A2, Class A3, Class A5 and Class R Certificates be rated
"AAA" by each of Standard & Poor's Rating Services ("S&P") and Fitch
Investors Service, L.P. ("Fitch"); that the Class A4, Class AP and Class AX
Certificates be rated "AAAr" by S&P and "AAA" by Fitch; that the Class M
Certificates be rated "AA" by each of S&P and Fitch; that the Class B1
Certificates be rated "A" by Fitch; and that the Class B2 Certificates be
rated "BBB" by Fitch.
TERMS OF SALE OF OFFERED CERTIFICATES: The Depositor agrees to sell to
- -------------------------------------
Lehman Brothers Inc. (the "Underwriter") and the Underwriter agrees to
purchase from the Depositor, the Offered Certificates in the principal
amounts and prices set forth on Schedule 1 annexed hereto. The purchase
price for the Offered Certificates shall be the Purchase Price Percentage set
forth in Schedule 1 plus accrued interest at the initial interest rate per
annum from and including the Cut-off Date up to, but not including, the
Closing Date.
The Underwriter will offer the Offered Certificates to the public from time
to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.
CUT-OFF DATE: April 1, 1996
- ------------
CLOSING DATE: 10:00 A.M., New York time, on or about April 25, 1996. On the
- ------------
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
LEHMAN BROTHERS INC.
By: /s/ Michael J. O'Hanlon
-------------------------
Name: Michael J. O'Hanlon
Title: Managing Director
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Prue Larocca
-------------------------
Name: Prue Larocca
Title: Vice President
2
<PAGE>
Schedule 1
----------
<TABLE>
<CAPTION>
Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
Class A1 $107,145,900 7.25% 98.906%
Class A2 14,641,000 7.25 94.422
Class A3 28,693,000 7.50 96.998
Class A4 1,307,000 (2) 35.000
Class A5 20,000,000 7.25 95.984
Class AP 853,198 (2) 59.781
Class AX (3) (4) 1.310
Class M 4,604,000 7.25 95.125
Class B1 3,222,000 7.25 93.125
Class B2 1,657,000 7.25 89.635
Class R 100 7.25 97.920
</TABLE>
________________________________
(1) Approximate.
(2) The Class A4 and Class AP Certificates will be principal-only
Certificates and will not bear interest.
(3) The Class AX Certificates will have no principal amount and will accrue
interest on a Notional Amount (as defined in the Prospectus Supplement)
initially equal to approximately $130,335,908. The Class AX Certificates
will be interest-only Certificates and will not be entitled to
distributions of principal.
(4) The per annum interest rate on the Class AX Certificates with respect
to each Distribution Date will be equal to the excess of (a) the weighted
average of the Net Mortgage Rates (as defined in the Prospectus
Supplement) of the Premium Mortgage Loans (as defined in the Prospectus
Supplement) as of the first day of the related Interest Accrual Period,
less the Trustee Fee Rate over (b) 7.25%. The initial Certificate
Interest Rate on the Class AX Certificates is expected to be approximately
0.4867% per annum.
<PAGE>
<PAGE>
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
and
THE CHASE MANHATTAN BANK, N.A., as Trustee
___________________________
TRUST AGREEMENT
Dated as of April 1, 1996
___________________________
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1
<PAGE>
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02. Calculations Respecting Mortgage Loans . . . . . . . . . . . . . . 34
1.03. Calculations Respecting Accrued Interest . . . . . . . . . . . . . 34
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
2.01. Creation and Declaration of Trust Fund;
Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . . . 35
2.02. Acceptance of Trust Fund by Trustee: Review of
Documentation for Trust Fund . . . . . . . . . . . . . . . . . . . 38
2.03. Representations and Warranties of the Depositor . . . . . . . . . 40
2.04. Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . . 47
2.05. Repurchase, Purchase or Substitution of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 47
2.06. Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
ARTICLE III
THE CERTIFICATES
3.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 49
3.02. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
3.03. Transfer and Exchange of Certificates . . . . . . . . . . . . . . 50
3.04. Cancellation of Certificates . . . . . . . . . . . . . . . . . . . 54
3.05. Replacement of Certificates . . . . . . . . . . . . . . . . . . . 54
3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 54
3.07. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . 54
3.08. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . 55
3.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . 55
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
4.01. Collection Account . . . . . . . . . . . . . . . . . . . . . . . . 57
4.02. Application of Funds in the Collection Account . . . . . . . . . . 58
4.03. Reports to Certificateholders . . . . . . . . . . . . . . . . . . 59
4.04. Certificate Account . . . . . . . . . . . . . . . . . . . . . . . 62
4.05. The Class A3 Reserve Fund . . . . . . . . . . . . . . . . . . . . 63
i
<PAGE>
Section Page
- ------- ----
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.01. Distributions Generally . . . . . . . . . . . . . . . . . . . . . 64
5.02. Distributions from the Certificate Account . . . . . . . . . . . . 65
5.03. Allocation of Realized Losses . . . . . . . . . . . . . . . . . . 70
5.04. Trustee Advances . . . . . . . . . . . . . . . . . . . . . . . . . 72
5.05. Distributions of Principal on Redemption
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
5.06. The Certificate Insurance Policy . . . . . . . . . . . . . . . . . 78
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 82
6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 83
6.03. Trustee Not Liable for Certificates . . . . . . . . . . . . . . . 84
6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 85
6.05. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 85
6.06. Resignation and Removal of Trustee . . . . . . . . . . . . . . . . 85
6.07. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 86
6.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 87
6.09. Appointment of Co-Trustee, Separate
Trustee or Custodian . . . . . . . . . . . . . . . . . . . . . . . 87
6.10. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . 89
6.11. Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . 90
6.12. Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . . . 91
6.13. Collection of Monies . . . . . . . . . . . . . . . . . . . . . . . 91
6.14. Trustee To Act; Appointment of Successor . . . . . . . . . . . . . 92
6.15. Additional Remedies of Trustee Upon Event
of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
6.16. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 94
6.17. Notification to Holders . . . . . . . . . . . . . . . . . . . . . 94
6.18. Directions by Certificateholders and Duties
of Trustee During Event of Default . . . . . . . . . . . . . . . . 95
6.19. Action Upon Certain Failures of the Servicer
and Upon Event of Default . . . . . . . . . . . . . . . . . . . . 95
6.20. Appointment of Custodian . . . . . . . . . . . . . . . . . . . . . 95
ii
<PAGE>
Section Page
- ------- ----
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
7.01. Termination of Trust Fund Upon Repurchase
or Liquidation of All Mortgage Loans . . . . . . . . . . . . . . . 97
7.02. Procedure Upon Termination of Trust Fund . . . . . . . . . . . . . 98
7.03. Additional Trust Fund Termination Requirements . . . . . . . . . . 99
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
8.01. Limitation on Rights of Holders . . . . . . . . . . . . . . . . . 100
8.02. Access to List of Holders . . . . . . . . . . . . . . . . . . . . 101
8.03. Acts of Holders of Certificates . . . . . . . . . . . . . . . . . 101
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
9.01. Trustee To Retain Possession of Certain Documents . . . . . . . . 102
9.02. Preparation of Tax Returns and Other Reports . . . . . . . . . . . 103
9.03. Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . 103
ARTICLE X
REMIC ADMINISTRATION
10.01. REMIC Administration . . . . . . . . . . . . . . . . . . . . . . 104
10.02. Prohibited Transactions and Activities . . . . . . . . . . . . . 106
10.03. Indemnification with Respect to Certain
Taxes and Loss of REMIC Status . . . . . . . . . . . . . . . . . 107
iii
<PAGE>
Section Page
- ------- ----
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Binding Nature of Agreement; Assignment . . . . . . . . . . . . . 108
11.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 108
11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
11.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 109
11.05. Rule 144A Information . . . . . . . . . . . . . . . . . . . . . . 109
11.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.08. Severability of Provisions . . . . . . . . . . . . . . . . . . . 110
11.09. Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . . 110
11.10. Headings Not To Affect Interpretation . . . . . . . . . . . . . . 111
11.11. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . 111
11.12. Special Notices to the Rating Agencies. . . . . . . . . . . . . . 111
11.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 112
11.14. Matters Relating to the Certificate
Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . . 112
iv
<PAGE>
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B-1 Form of Trustee Initial Certification
Exhibit B-2 Form of Trustee Interim Certification
Exhibit B-3 Form of Trustee Final Certification
Exhibit B-4 Form of Endorsement
Exhibit C Trust Receipt
Exhibit D-l Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Residual Certificate Transfer Affidavit (Transferor)
Exhibit E Servicing Agreement
Exhibit F (Reserved)
Exhibit G Form of Rule 144A Transfer Certificate
Exhibit H Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit I Form of ERISA Transfer Affidavit
Exhibit J Form of Certificate Insurance Policy
Schedule A Mortgage Loan Schedule
v
<PAGE>
This TRUST AGREEMENT, dated as of April 1, 1996 (the "Agreement"), is
by and between STRUCTURED ASSET SECURITIES CORPORATION, a Delaware
corporation, as depositor (the "Depositor"), and THE CHASE MANHATTAN BANK,
N.A., a national banking association, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage Loans from Lehman Capital, a
Division of Lehman Brothers Holdings Inc. (the "Seller"), and at the
Closing Date is the owner of the Mortgage Loans and the other property
being conveyed by it to the Trustee for inclusion in the Trust Fund. On
the Closing Date, the Depositor will acquire the Certificates from the
Trust Fund, as consideration for its transfer to the Trust Fund of the
Mortgage Loans and the other property constituting the Trust Fund. The
Depositor has duly authorized the execution and delivery of this Agreement
to provide for the conveyance to the Trustee of the Mortgage Loans and the
other property constituting the Trust Fund. All covenants and agreements
made by the Depositor and the Trustee herein with respect to the Mortgage
Loans and the other property constituting the Trust Fund are for the
benefit of the Holders from time to time of the Certificates. The
Depositor is entering into this Agreement, and the Trustee is accepting
the Trust Fund created hereby for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
The following table sets forth the Class designation, Certificate
Interest Rate, initial Class Certificate Principal Amount and Final
Scheduled Distribution Date for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
<PAGE>
<TABLE>
<CAPTION>
Certificate
Interest Initial Certificate Principal Final Scheduled Distribution
Class Designation Rate Amount Date
----------------- ----------- ----------------------------- ----------------------------
<S> <C> <C> <C>
Class A1 7.250% $107,145,900.00 April 25, 2027
Class A2 7.250 14,174,000.00 April 25, 2027
Class A3 7.500 28,693,000.00 April 25, 2027
Class A4 0.000 1,307,000.00 April 25, 2027
Class A5 7.250 20,000,000.00 April 25, 2027
Class AP 0.000 853,198.07 April 25, 2027
Class AX (1) (2) April 25, 2027
Class M 7.250 4,591,000.00 April 25, 2027
Class B1 7.250 3,214,000.00 April 25, 2027
Class B2 7.250 1,653,000.00 April 25, 2027
Class B3 7.250 826,000.00 April 25, 2027
Class B4 7.250 368,000.00 April 25, 2027
Class B5 7.250 826,993.88 April 25, 2027
Class R 7.250 100.00 April 25, 2027
</TABLE>
______________________
(1) Determined as provided herein.
(2) The Class AX Certificates shall be issued in an Aggregate Notional
Amount equal to $130,064,099.99.
As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $183,652,191.95.
In consideration of the mutual agreements herein contained, the
Depositor and the Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following words and phrases, unless
-----------
the context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: As defined in the Servicing Agreement.
----------------------------
Accountant: A person engaged in the practice of accounting who
----------
(except when this Agreement provides that an Accountant must be
Independent) may be employed by or affiliated with the Depositor or an
Affiliate of the Depositor.
Accrued Certificate Interest: As to any Class of Certificates and
----------------------------
any Distribution Date, one-twelfth of the product of the Certificate
Interest Rate and the outstanding Class Certificate Principal Amount (or
Aggregate Notional Amount)
2
<PAGE>
of such Class of Certificates immediately preceding such Distribution
Date.
Additional Collateral: None.
---------------------
Advance: A P&I Advance or a Servicing Advance.
-------
Affiliate: With respect to any specified Person, any other Person
---------
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Aggregate FSA Premium: As to any Distribution Date, the sum of (a)
---------------------
the FSA Premium for such Distribution Date and (b) the amount of any FSA
Premium that was not distributed to Financial Security on any prior
Distribution Date.
Aggregate Notional Amount: With respect to the Class AX Certificates
-------------------------
and any Distribution Date, the aggregate Scheduled Principal Balance of
the outstanding Premium Mortgage Loans as of the Due Date in the month
preceding such Distribution Date.
Aggregate Principal Balance: The aggregate of the Principal Balances
---------------------------
for all Mortgage Loans at the date of determination.
Aggregate Voting Interests: The aggregate of the Voting Interests of
--------------------------
all the Certificates under this Agreement.
Agreement: This Trust Agreement and all amendments and supplements
---------
hereto.
AP Percentage: As to any Discount Mortgage Loan, the percentage
-------------
equivalent of the fraction, the numerator of which is the excess of 7.25%
over the Net Mortgage Rate of such Discount Mortgage Loan and the
denominator of which is 7.25%. As to any Non-Discount Mortgage Loan, 0%.
Appraised Value: With respect to any Mortgage Loan, the amount set
---------------
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
----------------------
transfer or equivalent instrument, in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect the sale of the Mortgage
3
<PAGE>
to the Trustee, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by law; provided, however, that the Trustee
-------- -------
shall not be responsible for determining whether any such assignment is in
recordable form.
Authenticating Agent: Any authenticating agent appointed by the
--------------------
Trustee pursuant to Section 6.10.
Authorized Officer: Any Person who may execute an Officer's
------------------
Certificate on behalf of the Depositor.
Available Distribution Amount: On any Distribution Date, the sum of
-----------------------------
the following amounts:
(1) the total amount of all cash received by the Servicer
during the related Collection Period (or during the related Prepayment
Period, in the case of Principal Prepayments) and deposited by the
Servicer by the Remittance Date for such Distribution Date on the related
Mortgage Loans (including proceeds of any Insurance Policy and any other
credit support relating to the Mortgage Loans), plus all Advances required
to be made by the Servicer for such Distribution Date, but not including:
(a) all Scheduled Payments of principal and interest
collected but due on a date subsequent to the related Due Period;
(b) all Principal Prepayments received or identified by
the Servicer after the related Prepayment Period (together with any
interest payments received with such prepayments to the extent that
they represent the payment of interest accrued on the related
Mortgage Loans for the period subsequent to the related Prepayment
Period);
(c) Liquidation Proceeds and Insurance Proceeds received
by the Servicer after the related Prepayment Period;
(d) all amounts due or reimbursable to the Servicer
pursuant to the terms of this Agreement; and
(e) any Trustee Fee; and
(2) any other payment made by the Servicer or the Depositor or
any other Person with respect to such Distribution Date (including the
Purchase Price with respect
4
<PAGE>
to any Mortgage Loan repurchased by the Depositor, the Seller, or any
other Person and the purchase price for any Converted Mortgage Loan
purchased from the Trust Fund).
Bankruptcy: As to any Person, the making of an assignment for the
----------
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief
in a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief, or seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator, dissolution, or
termination, as the case may be, of such Person pursuant to the provisions
of either the United States Bankruptcy Code of 1986, as amended, or any
other similar state laws.
Bankruptcy Loss Limit: As of the Cut-off Date, $100,000, which
---------------------
amount shall be reduced from time to time by the amount of Bankruptcy
Losses allocated to the Certificates.
Bankruptcy Losses: (i) with respect to the Mortgage Loans, Realized
-----------------
Losses arising from a proceeding under the United States Bankruptcy Code
or any other similar state law or other proceeding with respect to the
Mortgagor of or Mortgaged Property under a Mortgage Loan, including
without limitation any such loss arising from (a) the difference between
(i) the principal amount that would have been due under the original
scheduled payments of principal and interest due on the related Mortgage
Loan and (ii) the value established in the relevant court with respect to
such Mortgaged Property, including without limitation a Deficient
Valuation, or (b) a Debt Service Reduction to the extent that the amount
thereof will not ultimately be recovered from the Mortgagor.
Benefit Plan Opinion: An Opinion of Counsel satisfactory to the
--------------------
Depositor to the effect that any proposed transfer will not (i) cause the
assets of the Trust Fund to be regarded as plan assets for purposes of the
Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part
of the Depositor or the Trustee.
Book-Entry Certificates: Beneficial interests in Certificates
-----------------------
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a
Clearing Agency as described in Section 3.09; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer
are no longer permitted and Definitive Certificates are to be issued to
Certificate Owners, such Book-Entry Certificates shall no longer be
"Book-Entry Certificates." As of the Closing Date, each Class
5
<PAGE>
of Class A1, Class A2, Class A3 and Class A5 Certificates constitutes a
Class of Book-Entry Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
------------
a day on which banking institutions in New York, New York or, if other
than New York, the city in which the Corporate Trust Office of the Trustee
is located, or the State of Minnesota are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the certificates signed and countersigned by
-----------
the Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The account maintained by the Trustee in
-------------------
accordance with the provisions of Section 4.04.
Certificateholder: The meaning provided in the definition of
-----------------
"Holder."
Certificate Interest Rate: With respect to each Class of
-------------------------
Certificates other than the Class AX Certificates, the applicable rate set
forth in the Preliminary Statement hereto. With respect to the Class AX
Certificates, the per annum rate equal to the excess of (a) the weighted
average of the Net Mortgage Rates of the Premium Mortgage Loans, weighted
on the basis of the Scheduled Principal Balances of such Mortgage Loans as
of the first day of the related Interest Accrual Period, less the Trustee
Fee Rate, over (b) 7.25%.
Certificate Owner: With respect to a Book-Entry Certificate, the
-----------------
Person who is the owner of such Book-Entry Certificate, as reflected on
the books of the Clearing Agency, or on the books of a Person maintaining
an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).
Certificate Principal Amount: With respect to any Certificate other
----------------------------
than a Notional Certificate, at the time of determination, the maximum
specified dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the initial principal
amount set forth on the face of such Certificate, less the amount of all
principal distributions previously made with respect to such Certificate,
all Realized Losses allocated to such Certificate, and, in the case of a
Subordinate Certificate, any Subordinate Certificate Writedown Amount
allocated to such Certificate. For purposes of Article V hereof, unless
specifically provided to the contrary, Certificate Principal Amounts shall
be determined as of the close of business of the immediately preceding
Distribution Date, after
6
<PAGE>
giving effect to all distributions made on such date. Notional
Certificates are issued without Certificate Principal Amounts.
Certificate Register and Certificate Registrar: The register
-------------------- ---------------------
maintained and the registrar appointed pursuant to Section 3.02.
Class A Certificate: Any Class A1, Class A2, Class A3, Class A4,
-------------------
Class A5, Class AP or Class AX Certificate.
Class AP Deferred Amount: As to any Distribution Date on or prior to
------------------------
the Credit Support Depletion Date, the aggregate of the applicable AP
Percentage of the principal portion of each Realized Loss, other than an
Excess Loss to be allocated to the Class AP Certificates on such
Distribution Date or previously allocated to the Class AP Certificates and
not yet paid to the Holders of the Class AP Certificates pursuant to
Section 5.02(a)(v).
Class AP Principal Distribution Amount: For any Distribution Date,
--------------------------------------
the sum of the following amounts:
(i) the applicable AP Percentage multiplied by the principal
portion of each Scheduled Payment on a Mortgage Loan due during the
related Due Period;
(ii) the product of (a) the applicable AP Percentage and (b)
each of the following amounts: (1) each Principal Prepayment collected
during the related Prepayment Period, (2) each other unscheduled
collection, including Insurance Proceeds and Liquidation Proceeds (other
than with respect to any Mortgage Loan that was finally liquidated during
the related Prepayment Period), representing or allocable to recoveries of
principal received during the related Prepayment Period, and (3) the
principal portion of all proceeds of the purchase of any Mortgage Loan
(or, in the case of a permitted substitution, amounts representing a
principal adjustment) actually received by the Trustee during the related
Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to
principal of any Mortgage Loan that was finally liquidated during the
related Prepayment Period, the applicable AP Percentage of the related net
Liquidation Proceeds allocable to principal; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.
7
<PAGE>
Class A3 Policy: The irrevocable financial guaranty insurance
---------------
policy, No. 50456-N, including any endorsements thereto, issued by
Financial Security with respect to the Class A3 Certificates in the form
attached hereto as Exhibit J.
Class A3 Policy Payments Account: The separate Eligible Account
--------------------------------
created and maintained by the Trustee pursuant to Section 5.06(c) in the
name of the Trustee for the benefit of the Class A3 Certificateholders and
designated "The Chase Manhattan Bank, N.A., Class A3 Policy Payments
Account in trust for registered holders of Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1996-1, Class A3".
Funds in the Class A3 Policy Payments Account shall be held in trust for
the Class A3 Certificateholders for the uses and purposes set forth in
this Agreement.
Class A3 Reserve Fund: The separate Eligible Account created and
---------------------
maintained by the Trustee pursuant to Section 4.05 with a depository
institution in the name of the Trustee for the benefit of the Class A3
Certificateholders and designated "The Chase Manhattan Bank, N.A., Class
A3 Reserve Fund in trust for registered holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-1,
Class A3". The Class A3 Reserve Fund will not be a part of the Trust Fund
or any REMIC and, for all federal income tax purposes, will be
beneficially owned by Lehman Brothers Inc.
Class A3 Rounding Account: The separate Eligible Account established
-------------------------
and maintained by the Trustee pursuant to Section 5.05(e) in the name of
the Trustee for the benefit of the Class A3 Certificateholders and
designated "The Chase Manhattan Bank, N.A., Class A3 Rounding Account in
trust for registered holders of Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 1996-1, Class A3". Funds in
the Rounding Account shall be held in trust for the Class A3
Certificateholders for the uses and purposes set forth in this Agreement.
The Class A3 Rounding Account will not be a part of the Trust Fund or any
REMIC and, for all federal income tax purposes, will be beneficially owned
by Lehman Brothers Inc.
Class A3 Rounding Amount: With respect to any Distribution Date, the
------------------------
amount, if any, required to be withdrawn from the Rounding Account
pursuant to Section 4.03(d).
Class B Certificate: Any Class B1, Class B2, Class B3, Class B4 or
-------------------
Class B5 Certificate.
Class Certificate Principal Amount: With respect to a Class of
----------------------------------
Certificates other than any Class of Notional Certificates,
8
<PAGE>
the aggregate of the Certificate Principal Amounts of all Certificates of
such Class at the date of determination.
Class Percentage: For each Class of Certificates, for each
----------------
Distribution Date, the percentage obtained by dividing the Class
Certificate Principal Amount of such Class immediately prior to such
Distribution Date by the Class Certificate Principal Amount of all
Certificates immediately prior to such date.
Clearing Agency: An organization registered as a "clearing agency"
---------------
pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, other financial
---------------------------
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
Closing Date: April 25, 1996.
------------
Code: The Internal Revenue Code of 1986, as amended, and as it may
----
be further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto
in temporary or final form.
Collection Account: A separate account established and maintained by
------------------
the Trustee pursuant to Section 4.01.
Collection Period: With respect to any Distribution Date, the period
-----------------
beginning on the 16th day of the calendar month preceding the month of
such Distribution Date (or, in the case of the first Distribution Date,
beginning on the Cut-off Date) and ending on the 15th day of the month in
which such Distribution Date occurs.
Conventional Loan: A Mortgage Loan that is not insured by the FHA or
-----------------
guaranteed by the VA.
Converted Mortgage Loan: None.
-----------------------
Convertible Mortgage Loan: None.
-------------------------
Cooperative Loan: None.
----------------
Cooperative Loan Documents: As to any Cooperative Loan with respect
--------------------------
to which the related cooperative apartment is located in the City of New
York, the related pledge and security agreement, stock certificate,
proprietary lease, recognition agreement (if applicable), stock power and
assignment of lease; as to any
9
<PAGE>
Cooperative Loan with respect to which the related cooperative apartment
is located in the City of San Francisco, the related lessor's consent,
lessor's estoppel certificate, leasehold deed of trust, security
agreement, assignment of leases and rents and fixture filing, assignment
of leasehold estate, title insurance, recognition agreement, financing
statement and pledge and security agreement; as to any Cooperative Loan as
to which the related cooperative apartment is located in the City of
Boston, the related mortgage, pledge and security agreement, stock
certificate, proprietary lease, recognition agreement (if applicable),
stock power and assignment of lease.
Corporate Trust Office: The principal corporate trust office of the
----------------------
Trustee at which, at any particular time, its corporate trust business
shall be administered, which office at the date hereof is located at 4
Chase MetroTech Center, 3rd Floor, Brooklyn, New York 11245, Attention:
Global Trust Services.
Credit Support Depletion Date: The Distribution Date on which,
-----------------------------
giving effect to all distributions on such date, the aggregate of the
Class Certificate Principal Amounts of the Subordinate Certificates is
reduced to zero.
Credit Support Percentage: As to any Class of Subordinate
-------------------------
Certificates and any Distribution Date, the sum of the Class Percentages
of all Classes of Certificates that rank lower in priority than the
Certificates of such Class.
Custodial Account: An account or accounts maintained by the Servicer
-----------------
pursuant to the Servicing Agreement into which it will deposit collections
on the Mortgage Loans.
Cut-off Date: April 1, 1996.
------------
Cut-off Date Aggregate Principal Balance: With respect to the
----------------------------------------
Mortgage Loans in the Trust Fund on the Closing Date, the Aggregate
Principal Balance for all such Mortgage Loans as of the Cut-off Date.
DCR: Duff & Phelps Credit Rating Co., or any successor in interest.
---
Debt Service Reduction: With respect to any Mortgage Loan, a
----------------------
reduction of the Scheduled Payment that the related Mortgagor is obligated
to pay on any Due Date thereon as a result of any proceeding under
bankruptcy law or any similar proceeding.
Deceased Holder: With respect to a Holder of a Redemption
---------------
Certificate, as defined in Section 5.05(b).
10
<PAGE>
Deficient Valuation: With respect to any Mortgage Loan, a valuation
-------------------
by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage
Loan, which valuation results from a proceeding under bankruptcy law or
any similar proceeding.
Definitive Certificates: A Certificate of any Class issued in
-----------------------
definitive, fully registered, certificated form.
Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the
---------------------
Trust Fund pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted therefor.
Depositor: Structured Asset Securities Corporation, a Delaware
---------
corporation having its principal place of business in New York, or its
successors in interest.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
----------------------
less than 7.25% per annum.
Disqualified Organization: Either (i) the United States, (ii) any
-------------------------
state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any
of the foregoing, (vi) any tax-exempt organization (other than a
cooperative described in section 521 of the Code) which is exempt from the
tax imposed by Chapter 1 of the Code unless such organization is subject
to the tax imposed by section 511 of the Code, (vii) any organization
described in section 1381(a)(2)(C) of the Code, or (viii) any other entity
designated as a Disqualified Organization by relevant legislation amending
the REMIC Provisions and in effect at or proposed to be effective as of
the time of the determination. In addition, a corporation will not be
treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such governmental
unit.
Distribution Date: The 25th day of each month or, if such day is not
-----------------
a Business Day, the next succeeding Business Day, commencing in May 1996.
Due Date: With respect to a Mortgage Loan, the date on which a
--------
Scheduled Payment is due under the related Mortgage Note. The Due Date
for all of the Mortgage Loans is the first day of each month.
11
<PAGE>
Due Period: With respect to any Distribution Date, the period
----------
commencing on the second day of the month preceding the month in which
such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Account: Either (i) an account or accounts maintained with
----------------
a federal or state chartered depository institution or trust company
acceptable to the Rating Agencies or (ii) an account or accounts the
deposits in which are insured by the FDIC to the limits established by
such corporation, provided that any such deposits not so insured shall be
maintained in an account at a depository institution or trust company
whose commercial paper or other short term debt obligations (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short term
debt or deposit obligations of such holding company or depository
institution, as the case may be) have been rated by each Rating Agency in
one of its two highest short-term rating categories, or (iii) a segregated
trust account or accounts (which shall be a "special deposit account")
maintained with the Trustee or any other federal or state chartered
depository institution or trust company, acting in its fiduciary capacity,
in a manner acceptable to the Trustee and the Rating Agencies. Eligible
Accounts may bear interest.
Eligible Investments: Any one or more of the following obligations
--------------------
or securities:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of America
the obligations of which are backed by the full faith and credit of the
United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in its
respective commercial capacity) incorporated or organized 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, so
long as at the time of investment or the contractual commitment providing
for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short-term
debt or
12
<PAGE>
deposit obligations of such holding company or deposit institution,
as the case may be) have been rated by each Rating Agency in one of its
two highest short-term rating categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by GNMA, FNMA or FHLMC with any registered
broker/dealer subject to Securities Investors' Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if such
broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest short-term rating
category;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from each Rating
Agency, at the time of investment or the contractual commitment providing
for such investment, at least equal to one of the two highest long-term
credit rating categories of each Rating Agency; provided, however, that
securities issued by any particular corporation will not be Eligible
Investments to the extent that investment therein will cause the then
outstanding principal amount of securities issued by such corporation and
held as part of the Trust Fund to exceed 20% of the sum of the Aggregate
Principal Balance and the aggregate principal amount of all Eligible
Investments in the Certificate Account; provided, further, that such
securities will not be Eligible Investments if they are published as being
under review with negative implications from either Rating Agency;
(v) commercial paper (including both noninterest-bearing
discount obligations and interest-bearing obligations payable on demand or
on a specified date not more than 180 days after the date of issuance
thereof) rated by each Rating Agency in its highest short-term rating
category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the
United States of America or its agencies or instrumentalities (which
obligations are backed by the full faith and credit of the United States
of America) held by a custodian in safekeeping on behalf of the holders of
such receipts; and
13
<PAGE>
(viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating Agency
or (B) that would not adversely affect the then current rating by either
Rating Agency of any of the Certificates;
provided, however, that no such instrument shall be an Eligible Investment
- -------- -------
if such instrument evidences either (i) a right to receive only interest
payments with respect to the obligations underlying such instrument, or
(ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with
respect to such instrument provide a yield to maturity of greater than
120% of the yield to maturity at par of such underlying obligations,
provided that any such investment will be a "permitted investment" within
the meaning of Section 860G(a)(5) of the Code.
ERISA-Restricted Certificate: Any Subordinate Certificate.
----------------------------
Event of Default: An event described in the Servicing Agreement,
----------------
which pursuant to such agreement is a default by the Servicer and entitles
the Trustee to terminate such Servicer.
Excess Loss: Any Bankruptcy Loss, or portion thereof, in excess of
-----------
the then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion
thereof, in excess of the then-applicable Fraud Loss Limit, and any
Special Hazard Loss, or portion thereof, in excess of the then-applicable
Special Hazard Loss Limit.
FDIC: The Federal Deposit Insurance Corporation or any successor
----
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
-----
instrumentality of the United States created and existing under Title III
of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Final Scheduled Distribution Date: With respect to each Class of
---------------------------------
Certificates, the date so designated in the Preliminary Statement hereto.
Financial Intermediary: A broker, dealer, bank or other financial
----------------------
institution or other Person that clears through or maintains a custodial
relationship with a Clearing Agency Participant.
Financial Security: Financial Security Assurance Inc., a monoline
------------------
insurance company organized and created under the laws of the State of New
York, or any successor thereto.
14
<PAGE>
Financial Security Default: The occurrence and continuance of any of
--------------------------
the following events:
(a) Financial Security shall have failed to make a payment
required under the Policy in accordance with its terms;
(b) Financial Security shall have (i) filed a petition or
commenced any case or proceeding under any provision or chapter of the
United States Bankruptcy Code or any other similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (ii) made a general assignment for the benefit of its
creditors, or (iii) had an order for relief entered against it under the
United States Bankruptcy Code or any other similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization that is final and nonappealable; or
(c) a court of competent jurisdiction, the New York Department
of Insurance or other competent regulatory authority shall have entered a
final and nonappealable order, judgment or decree (i) appointing a
custodian, trustee, agent or receiver for Financial Security or for all or
any material portion of its property or (ii) authorizing the taking of
possession by a custodian, trustee, agent or receiver of Financial
Security (or the taking of possession of all or any material portion of
the property of Financial Security).
Fitch: Fitch Investors Service, L.P., or any successor in interest.
-----
FNMA: The Federal National Mortgage Association, a federally
----
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor
thereto.
Fraud Loss: Any Realized Loss on a Mortgage Loan sustained by reason
----------
of a default arising from fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan.
Fraud Loss Limit: As of the Cut-off Date, $3,682,997, which amount
----------------
shall be reduced (i) by the amount of Fraud Losses allocated to the
Certificates; (ii) on the first, second, third, and fourth anniversaries
of the Cut-off Date, to an amount equal to the excess of 1% of the Cut-off
Date Balance of the Mortgage Loans over the cumulative amount of Fraud
Losses allocated to the Certificates and (iii) on the fifth anniversary of the
Cut-off Date, to zero.
15
<PAGE>
FSA Premium: With respect to any Distribution Date, and with respect
-----------
to the Class A3 Policy, an amount equal to 1/12th of the product of (a)
the Class Certificate Principal Amount of the Class A3 Certificates as of
such Distribution Date (prior to giving effect to any distribution thereon
on such Distribution Date) and (b) 0.08%.
GNMA: The Government National Mortgage Association, a wholly owned
----
corporate instrumentality of the United States within HUD.
Group 1 Diversion Amount: On the Group 1 Final Distribution Date,
------------------------
any amount by which (x) the sum of the amounts calculated pursuant to
clauses (a) through (c) of the definition of Group 1 Senior Principal
Distribution Amount exceeds (y) the aggregate of the Certificate Principal
Amounts of the Group 1 Senior Certificates immediately prior to such
Distribution Date.
Group 1 Final Distribution Date: The Distribution Date on which,
-------------------------------
giving effect to all distributions on such date, the aggregate of the
Certificate Principal Amounts of the Group 1 Senior Certificates is
reduced to zero.
Group 1 Senior Certificate: Any Class A1, Class A2, Class A3, Class
--------------------------
A4 or Class R Certificate.
Group 1 Senior Percentage: For any Distribution Date, the percentage
-------------------------
equivalent of the fraction, the numerator of which is the aggregate of the
Certificate Principal Amounts of the Group 1 Senior Certificates
immediately prior to such date and the denominator of which is the
aggregate of the Certificate Principal Amounts of all Classes of Senior
Certificates other than the Class AP Certificates immediately prior to
such date.
Group 1 Senior Prepayment Percentage: For any Distribution Date
------------------------------------
occurring during the five years beginning on the first Distribution Date,
100%. The Group 1 Senior Prepayment Percentage for any Distribution Date
occurring on or after the fifth anniversary of the first Distribution Date
will be determined as follows: (a) the product of the Group 1 Senior
Percentage for such date and the Senior Percentage for such date, plus (b)
the product of (i) the applicable Prepayment Shift Percentage and (ii) the
sum of (x) the product of the Group 2 Senior Percentage for such date and
the Senior Percentage for such date and (y) the Subordinate Percentage for
such date. On any Distribution Date after the Group 1 Final Distribution
Date, the Group 1 Senior Prepayment Percentage shall be zero.
Group 1 Senior Principal Distribution Amount: For any Distribution
--------------------------------------------
Date, the sum of the following amounts:
16
<PAGE>
(a) the amount determined pursuant to clause (i) of the
definition of Senior Principal Distribution Amount multiplied by the
Group 1 Senior Percentage;
(b) the amount determined pursuant to clause (ii)(b) of the
definition of Senior Principal Distribution Amount multiplied by the
Group 1 Senior Prepayment Percentage;
(c) the amount determined pursuant to clause (iii) of the
definition of Senior Principal Distribution Amount multiplied by the
Group 1 Senior Prepayment Percentage; and
(d) any amounts described in clauses (a) through (c) for any
previous Distribution Date that remain unpaid;
provided, that on the Group 1 Final Distribution Date, the Group 1 Senior
Principal Distribution Amount shall be reduced by the Group 1 Diversion
Amount.
Group 2 Certificate: Any Class A5 Certificate.
-------------------
Group 2 Senior Principal Distribution Amount: For any Distribution
--------------------------------------------
Date, the sum of the following amounts:
(a) the amount determined pursuant to clause (i) of the
definition of Senior Principal Distribution Amount multiplied by the
Group 2 Senior Percentage;
(b) the amount determined pursuant to clause (ii) of the
definition of Senior Principal Distribution Amount less the amount
determined pursuant to clause (b) of the definition of Group 1 Senior
Principal Distribution Amount;
(c) the amount determined pursuant to clause (iii) of the
definition of Senior Principal Distribution Amount less the amount
determined pursuant to clause (c) of the definition of Group 1 Senior
Principal Distribution Amount; and
(d) any amounts described in clauses (a) through (c) for any
previous Distribution Date that remain unpaid;
provided, that on the Group 1 Final Distribution Date, the Group 2 Senior
Principal Distribution Amount shall be equal to the sum of (A) the Group 1
Diversion Amount and (B) an amount equal to the product of (x) the
fraction, the numerator of which is equal to the Certificate Principal Amount
of the Group 2 Certificates immediately prior to such Distribution Date less
the Group 1 Diversion Amount, and the denominator of which is equal to the sum
of such numerator and the aggregate of the Certificate
17
<PAGE>
Principal Amounts of the Subordinate Certificates immediately prior to such
Distribution Date, and (y) an amount equal to the Principal Distribution Amount
for such date less the sum of the Class AP Principal Distribution Amount and
the Group 1 Senior Principal Distribution Amount for such date.
Guaranteed Distributions: With respect to any Distribution Date, (i)
------------------------
the Accrued Certificate Interest for the Class A3 Certificates for such
Distribution Date, including the amount of any Net Prepayment Interest
Shortfalls allocable to the Class A3 Certificates on such Distribution
Date that are not covered by the Class A3 Reserve Fund, net of any amount
attributable to the application of the Soldiers' and Sailors' Relief Act
of 1940, as amended, (ii) the amount of any Realized Loss, including any
Excess Loss, allocated to the Class A3 Certificates on such Distribution
Date and (iii) the Class Certificate Principal Amount of the Class A3
Certificates to the extent unpaid on the final Distribution Date.
Holder or Certificateholder: The registered owner of any Certificate
------ -----------------
as recorded on the books of the Certificate Registrar except that, solely
for the purposes of taking any action or giving any consent pursuant to
this Agreement, any Certificate registered in the name of the Depositor,
any Servicer or any Affiliate thereof shall be deemed not to be
outstanding in determining whether the requisite percentage necessary to
effect any such consent has been obtained, except that, in determining
whether the Trustee shall be protected in relying upon any such consent,
only Certificates which a Responsible Officer of the Trustee knows to be
so owned shall be disregarded. The Trustee may request and conclusively
rely on certifications by the Depositor and the Servicer in determining
whether any Certificates are registered to an Affiliate of the Depositor
or the Servicer.
HUD: The United States Department of Housing and Urban Development,
---
or any successor thereto.
Independent: When used with respect to any Accountants, a Person who
-----------
is "independent" within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission's Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact independent of another specified
Person and any Affiliate of such other Person, (b) does not have any
material direct financial interest in such other Person or any Affiliate
of such other Person, and (c) is not connected with such other Person or any
Affiliate of such other Person as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions.
18
<PAGE>
Individual Redemption Certificate: A Redemption Certificate with a
---------------------------------
$1,000 Certificate Principal Amount.
Insurance Policy: Any Primary Mortgage Insurance Policy and any
----------------
standard hazard insurance policy, flood insurance policy, earthquake
insurance policy or title insurance policy relating to the Mortgage Loans
or the Mortgaged Properties, to be in effect as of the Closing Date or
thereafter during the term of this Agreement.
Insurance Proceeds: Amounts paid by the insurer under any Insurance
------------------
Policy, other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note.
Interest Accrual Period: With respect to any Distribution Date and
-----------------------
any Class of Certificates (other than any Class of Principal Only
Certificates), the one-month period beginning immediately following the
end of the preceding Interest Accrual Period (or from the Cut-off Date, in
the case of the first Interest Accrual Period) and ending on the last day
of the month preceding the month in which such Distribution Date occurs.
Interest Shortfall: With respect to any Class of Certificates and
------------------
any Distribution Date, any Accrued Certificate Interest (net of allocable
Net Prepayment Interest Shortfalls) not paid with respect to a previous
Distribution Date.
Intervening Assignments: The original intervening assignments of the
-----------------------
Mortgage, notice of transfer or equivalent instrument.
Latest Possible Maturity Date: April 25, 2029.
-----------------------------
Lehman Capital: Lehman Capital, A Division of Lehman Brothers
--------------
Holdings Inc., or any successor in interest.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which
------------------------
the Servicer has determined that all amounts that it expects to recover on
behalf of the Trust Fund from or on account of such Mortgage Loan have
been recovered.
Liquidation Proceeds: As defined in the Servicing Agreement.
--------------------
Living Holder: Any Holder of a Class A3 Certificate other than a
-------------
Deceased Holder.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio of
-------------------
the Principal Balance of such Mortgage Loan as of the Cut-off Date to the
Original Value thereof.
19
<PAGE>
Material Defect: As defined in Section 2.02(c) hereof.
---------------
Mortgage: A mortgage, deed of trust or other instrument encumbering
--------
a fee simple interest in real property securing a Mortgage Note, together
with improvements thereto.
Mortgage File: The mortgage documents listed in Section 2.01(b)
-------------
pertaining to a particular Mortgage Loan required to be delivered to the
Trustee pursuant to this Agreement.
Mortgage Loan: A Mortgage and the related notes or other evidences
-------------
of indebtedness secured by each such Mortgage conveyed, transferred, sold,
assigned to or deposited with the Trustee pursuant to Section 2.01 or
Section 2.05, including without limitation, each Mortgage Loan listed on
the Mortgage Loan Schedule, as amended from time to time.
Mortgage Loan Schedule: The schedule attached hereto as Schedule A,
----------------------
which shall identify each Mortgage Loan, as such schedule may be amended
from time to time pursuant to Section 2.02.
Mortgage Note: The note or other evidence of the indebtedness of a
-------------
Mortgagor secured by a Mortgage under a Mortgage Loan.
Mortgage Rate: As to any Mortgage Loan, the per annum rate at which
-------------
interest accrues on such Mortgage Loan.
Mortgaged Property: Either of (x) the fee simple interest in real
------------------
property, together with improvements thereto including any exterior
improvements to be completed within 120 days of disbursement of the
related Mortgage Loan proceeds, or (y) unless the context requires
otherwise, the shares in a cooperative housing corporation, securing the
indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
---------
Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage
-----------------
Rate thereof reduced by the applicable Servicing Fee Rate.
Net Prepayment Interest Shortfall: With respect to any Distribution
---------------------------------
Date, the excess, if any, of any Prepayment Interest Shortfalls for such date
over any amount that is required under the Servicing Agreement to be paid by
the Servicer in respect of such shortfalls.
20
<PAGE>
Non-AP Percentage: As to any Discount Mortgage Loan, the percentage
-----------------
equivalent of the fraction, the numerator of which is the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is 7.25%.
As to any Non-Discount Mortgage Loan, 100%.
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
--------------------------
Rate greater than or equal to 7.25% per annum.
Notice of Claim: The notice to be delivered by the Trustee to
---------------
Financial Security with respect to any Distribution Date pursuant to
Section 5.06(a), which shall be in the form attached to the Class A3
Policy.
Notional Amount: With respect to any Class AX Certificate and any
---------------
Distribution Date, such Certificate's Percentage Interest of the Aggregate
Notional Amount of the Class AX Certificates for such Distribution Date.
Notional Certificate: Any Class AX Certificate.
--------------------
Offering Document: Either of the prospectus supplement dated April
-----------------
16, 1996, together with the accompanying prospectus dated December 18,
1995, relating to the Class A1, Class A2, Class A3, Class A4, Class A5,
Class AP, Class AX, Class M, Class B1, Class B2 and Class R Certificates,
or the private placement memorandum dated April 16, 1996 relating to the
Class B3, Class B4 and Class B5 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
---------------------
Board, any Vice Chairman, the President, any Vice President or any
Assistant Vice President of a Person, and in each case delivered to the
Trustee.
Opinion of Counsel: A written opinion of counsel, reasonably
------------------
acceptable in form and substance to the Trustee, and who may be in-house
or outside counsel to the Depositor or the Servicer but which must be
Independent outside counsel with respect to any such opinion of counsel
concerning the transfer of any Residual Certificate or concerning certain
matters with respect to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the taxation, or the federal income tax
status, of each REMIC.
Original Credit Support Percentage: With respect to the Class M
----------------------------------
Certificates, 3.75%; with respect to the Class B1 Certificates, 2.00%; with
respect to the Class B2 Certificates, 1.10%; with respect to the Class B3
Certificates, 0.65%; and with respect to the Class B4 Certificates, 0.45%.
21
<PAGE>
Original Subordinate Principal Amount: The aggregate Certificate
-------------------------------------
Principal Amount of the Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (a) the Appraised Value of a Mortgaged
--------------
Property at the time the related Mortgage Loan was originated and (b) the
purchase price paid for a Mortgaged Property by the Mortgagor at the time
the related Mortgage Loan was originated.
P&I Advance: An advance of Scheduled Payments on a Mortgage Loan
-----------
required to be made by the Servicer pursuant to the Servicing Agreement.
Paying Agent: Any paying agent appointed pursuant to Section 3.08.
------------
Percentage Interest: With respect to any Certificate, the percentage
-------------------
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by Certificates of the same Class as such Certificate. With
respect to any Certificate, the Percentage Interest evidenced thereby
shall equal the initial Certificate Principal Amount (or, in the case of a
Notional Certificate, the initial Notional Amount) thereof divided by the
initial Class Certificate Principal Amount (or, in the case of a Notional
Certificate, the initial Aggregate Notional Amount) of all Certificates of
the same Class.
Person: Any individual, corporation, partnership, joint venture,
------
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
Placement Agent: Lehman Brothers Inc.
---------------
Plan Asset Regulations: The Department of Labor regulations set
----------------------
forth in 29 C.F.R. 2510.3-101.
Premium Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
---------------------
greater than 7.25% per annum.
Prepayment Interest Shortfall: With respect to any full or partial
-----------------------------
Principal Prepayment of a Mortgage Loan that occurs during a Prepayment
Period, the difference between (i) the amount of interest that would have
accrued on such Mortgage Loan if a full month's interest had been paid on
such Mortgage Loan and (ii) the amount of interest actually received with
respect to such Mortgage Loan for such Due Period.
22
<PAGE>
Prepayment Period: With respect to any Distribution Date, the
-----------------
calendar month preceding the month in which such Distribution Date occurs.
Prepayment Shift Percentage: For any Distribution Date occurring
---------------------------
during the five years beginning on the first Distribution Date, 100%. The
Prepayment Shift Percentage for any Distribution Date occurring on or
after the fifth anniversary of the first Distribution Date will be as
follows: for any Distribution Date in the first year thereafter, 70%; for
any Distribution Date in the second year thereafter, 60%; for any
Distribution Date in the third year thereafter, 40%; for any Distribution
Date in the fourth year thereafter, 20%; and for any Distribution Date
thereafter, zero.
Primary Mortgage Insurance Policy: Mortgage guaranty insurance, if
---------------------------------
any, on an individual Mortgage Loan, as evidenced by a policy or
certificate.
Principal Balance: With respect to any Mortgage Loan or related REO
-----------------
Property, for any Due Date and the Due Period ending thereon, the
principal balance of such Mortgage Loan (or, in the case of REO Property,
the amount that would be the Principal Balance of the Mortgage Loan if the
Mortgage Loan remained outstanding) outstanding as of the Cut-off Date,
after giving effect to principal payments due on or before the Cut-off
Date, whether or not received, minus the sum of (a) the principal portion
of the Scheduled Payment due during such Due Period and each prior Due
Period that was received or any advance made in lieu thereof, (b) all
Principal Prepayments, and all Insurance Proceeds, Liquidation Proceeds
and net income from an REO Property to the extent identified and applied
by the Servicer as recoveries of principal in accordance with the
provisions hereof during the related Prepayment Period, that have been
distributed pursuant to Section 5.02 or that will be distributed on the
next Distribution Date, and (c) any Realized Loss on such Mortgage Loan,
to the extent treated as a principal loss, that is realized during such
Prepayment Period.
Principal Distribution Amount: With respect to any Distribution
-----------------------------
Date, the sum of the Senior Principal Distribution Amount, the Subordinate
Principal Distribution Amount and the Class AP Principal Distribution
Amount.
Principal Only Certificate: Any Class A4 or Class AP Certificates.
--------------------------
Principal Prepayment: Any Mortgagor payment of principal or other
--------------------
recovery of principal on a Mortgage Loan that is recognized as having been
received or recovered in advance of its scheduled
23
<PAGE>
Due Date and applied to reduce the Principal Balance of the Mortgage Loan in
accordance with the usual practices of the Servicer.
Proceeding: Any suit in equity, action at law or other judicial or
----------
administrative proceeding.
Purchase Price: With respect to the repurchase of a Mortgage Loan
--------------
pursuant to Article II of this Agreement, an amount equal to the sum of
(a) 100% of the unpaid principal balance of such Mortgage Loan and (b)
accrued interest thereon at the Mortgage Rate, from the date as to which
interest was last paid to (but not including) the next Due Date of such
Mortgage Loan. The Servicer shall be reimbursed from the Purchase Price
for any Mortgage Loan it services or related REO Property for any Advances
made with respect to such Mortgage Loan that are reimbursable to the
Servicer under the Servicing Agreement.
Qualified GIC: A guaranteed investment contract or surety bond
-------------
providing for the investment of funds in the Collection Account or the
Certificate Account and insuring a minimum, fixed or floating rate of
return on investments of such funds, which contract or surety bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt rating is rated by each Rating Agency in
its highest rating category or, if such insurance company has no long-term
debt, whose claims paying ability is rated by each Rating Agency in its
highest rating category;
(b) provide that the Trustee may exercise all of the rights
under such contract or surety bond without the necessity of taking any
action by any other Person;
(c) provide that if at any time the then current credit
standing of the obligor under such guaranteed investment contract is such
that continued investment pursuant to such contract of funds would result
in a downgrading of any rating of the Certificates, the Trustee shall
terminate such contract without penalty and be entitled to the return of
all funds previously invested thereunder, together with accrued interest
thereon at the interest rate provided under such contract to the date of
delivery of such funds to the Trustee;
(d) provide that the Trustee's interest therein shall be
transferable to any successor trustee hereunder; and
24
<PAGE>
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Collection Account or the
Certificate Account, as the case may be, not later than the Business Day
prior to any Distribution Date.
Qualified Insurer: An insurance company duly qualified as such under
-----------------
the laws of the states in which the related Mortgaged Properties are
located, duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided and
whose claims paying ability is rated by each Rating Agency in its highest
rating category or whose selection as an insurer will not adversely affect
the rating of the Certificates.
Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
-----------------------------------
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date
of substitution, (i) has a Principal Balance (together with that of any
other mortgage loan substituted for the same Deleted Mortgage Loan) as of
the Due Date in the month in which such substitution occurs not in excess
of the Principal Balance of the related Deleted Mortgage Loan, provided,
--------
however, that, to the extent that the Principal Balance of such Mortgage
- -------
Loan is less than the Principal Balance of the related Deleted Mortgage
Loan, then such differential in principal amount, together with interest
thereon at the applicable Mortgage Rate net of the Servicing Fee from the
date as to which interest was last paid through the end of the Due Period
in which such substitution occurs, shall be paid by the party effecting
such substitution to the Trustee for deposit into the Certificate Account,
and shall be treated as a Principal Prepayment hereunder; (ii) has a Net
Mortgage Rate not lower than the Net Mortgage Rate of the related Deleted
Mortgage Loan; (iii) if the total principal balance of Qualified
Substitute Mortgage Loans in the Trust is less than 5% of the initial
principal balance of the Mortgage Loans, has a remaining stated term to
maturity not longer than, and not more than one year shorter than, the
remaining term to stated maturity of the related Deleted Mortgage Loan;
(iv) has a Loan-to-Value Ratio as of the date of such substitution not
greater than that of the related Deleted Mortgage Loan; and (v) will
comply with all of the representations and warranties relating to Mortgage
Loans set forth herein, as of the date as of which such substitution
occurs. In the event that either one mortgage loan is substituted for
more than one Deleted Mortgage Loan or more than one mortgage loan is
substituted for one or more Deleted Mortgage Loans, then (a) the Principal
Balance referred to in clause (i) above shall be determined on a
loan-by-loan basis, (b) the rate referred to in clause (ii) above shall be
determined on a loan-by-loan basis and (c) the remaining term to stated
maturity referred to in clause (iii) above shall be determined on a
25
<PAGE>
weighted average basis, provided that the final scheduled maturity date of
any Qualifying Substitute Mortgage Loan shall not exceed the Final Scheduled
Distribution Date of any Class of Certificates. Whenever a Qualifying
Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan pursuant
to this Agreement, the party effecting such substitution shall certify such
qualification in writing to the Trustee.
Rating Agency: Each of Fitch and S&P.
-------------
Realized Loss: (a) with respect to each Liquidated Mortgage Loan, an
-------------
amount equal to (i) the Principal Balance of such Mortgage Loan as of the
date of liquidation, plus (ii) interest at the applicable Net Mortgage
Rate from the date as to which interest was last paid up to the Due Date
in the month of such liquidation, minus (iii) Liquidation Proceeds
received, net of amounts that are reimbursable to the Servicer with
respect to such Mortgage Loan (other than Advances of principal and
interest) including expenses of liquidation, and (b) with respect to each
Mortgage Loan that has become the subject of a Deficient Valuation, the
difference between the Principal Balance of such Mortgage Loan immediately
prior to such Deficient Valuation and the Principal Balance of such
Mortgage Loan as reduced by the Deficient Valuation. In determining
whether a Realized Loss is a Realized Loss of interest or principal,
Liquidation Proceeds shall be allocated, first, to payment of expenses
related to such Liquidated Mortgage Loan, then to accrued unpaid interest
and finally to reduce the Principal Balance of the Mortgage Loan.
Record Date: With respect to any Distribution Date, the close of
-----------
business on the last Business Day of the month immediately preceding the
month in which such Distribution Date occurs.
Redemption Certificate: Any Class A3 Certificate.
----------------------
REMIC: Each pool of assets in the Trust Fund designated as a REMIC
-----
pursuant to Section 10.01(a) hereof.
REMIC Provisions: The provisions of the federal income tax law
----------------
relating to real estate mortgage investment conduits, which appear at
sections 860A through 86OG of Subchapter M of Chapter 1 of the Code, and
related provisions, and regulations, including proposed regulations and
rulings, and administrative pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.
Remittance Date: The day in each month on which Servicer is required
---------------
to remit payments to the account maintained by the Trustee, which shall be
the 18th day of each month (or the first
26
<PAGE>
Business Day immediately following if such 18th day is not a Business Day).
REO Property: A Mortgaged Property acquired by the Trust Fund
------------
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan or otherwise treated as having been acquired
pursuant to the REMIC Provisions.
Residual Certificate: Any Class R Certificate.
--------------------
Responsible Officer: When used with respect to the Trustee, any Vice
-------------------
President, Assistant Vice President, the Secretary, any assistant
secretary, the Treasurer, or any assistant treasurer, working in its
corporate trust department, or any other officer of the Trustee to whom a
matter is referred because of such officer's knowledge of and familiarity
with the particular subject.
Restricted Certificate: Any Class B3, Class B4 or Class B5
----------------------
Certificate.
S&P: Standard & Poor's Rating Services, a division of the
---
McGraw-Hill Companies, Inc., or any successor in interest.
Sale and Assignment Agreement: The agreement for the sale of the
-----------------------------
Mortgage Loans by Lehman Capital to the Depositor and the assignment to
the Depositor of the rights of Lehman Capital under the Servicing
Agreement between Lehman Capital, as seller and assignor, and the
Depositor, as purchaser and assignee.
Scheduled Payment: Each scheduled payment of principal and interest
-----------------
(or of interest only, if applicable) to be paid by the Mortgagor on a
Mortgage Loan (excluding all amounts of principal and interest that were
due on or before the Cut-off Date whenever received) and, in the case of
an REO Property, an amount equivalent to the Scheduled Payment that would
have been due on the related Mortgage Loan if such Mortgage Loan had
remained in existence.
Scheduled Principal Balance: (i) with respect to any Mortgage Loan
---------------------------
as of any Distribution Date, the Principal Balance of such Mortgage Loan
at the close of business on the Cut-off Date, less an amount equal to
principal payments due after the Cut-off Date and on or before the Due
Date in the month in which such Distribution Date occurs, whether or not
received from the Mortgagor or advanced by the Servicer, all amounts
allocable to unscheduled principal payments (including Principal
Prepayments, Liquidation Proceeds, Insurance proceeds and condemnation
proceeds, in each case to the extent identified and applied prior to or
during the Prepayment Period ending in the month prior to
27
<PAGE>
the month of such Distribution Date) and (ii) with respect to any REO
Property as of any Distribution Date, the Scheduled Principal Balance of
the related Mortgage Loan on the Due Date immediately preceding the date of
acquisition of such REO Property by the Trustee (reduced by any amount applied
as a reduction of principal on the Mortgage Loan).
Senior Certificate: Any Class A1, Class A2, Class A3, Class A4,
------------------
Class A5, Class AP, Class AX or Class R Certificate.
Senior Percentage: For any Distribution Date, the percentage
-----------------
equivalent of the fraction, the numerator of which is the aggregate
Certificate Principal Amount of the Senior Certificates other than the
Class AP Certificates immediately prior to such date and the denominator
of which is the aggregate of the Class Certificate Principal Amounts of
all Classes of Certificates other than the Class AP Certificates
immediately prior to such date.
Senior Prepayment Percentage: For any Distribution Date occurring
----------------------------
during the five years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Distribution Date occurring on or
after the fifth anniversary of the first Distribution Date will be the
Senior Percentage plus the following percentage of the Subordinate
Percentage for such Distribution Date: for any Distribution Date in the
first year thereafter, 70%; for any Distribution Date in the second year
thereafter, 60%; for any Distribution Date in the third year thereafter,
40%; for any Distribution Date in the fourth year thereafter, 20%; and for
any Distribution Date thereafter, 0%; provided, however, that if on any of
the foregoing Distribution Dates the Senior Percentage exceeds 94.793%
Percentage, the Senior Prepayment Percentage for such Distribution Date
will once again equal 100% for such Distribution Date.
Notwithstanding the foregoing, except as provided in the next
succeeding paragraph, no decrease in the Senior Prepayment Percentage
below the level in effect for the most recent prior period set forth in
the paragraph above shall be effective on any Distribution Date unless at
least one of the following two tests is satisfied:
Test I: If, as of the last day of the month preceding such
Distribution Date, (i) the aggregate Scheduled Principal Balance of
Mortgage Loans delinquent 60 days or more (including for this purpose any
Mortgage Loans in foreclosure and REO Mortgage Loans) as a percentage of
the aggregate Class Certificate Principal Amount of the Subordinate
Certificates as of such date, does not exceed 50%, and (ii) cumulative
Realized Losses with respect to the
28
<PAGE>
Mortgage Loans do not exceed (a) 30% of the aggregate Class Certificate
Principal Amount of the Subordinate Certificates as of the Cut-off Date
(the "Original Subordinate Principal Amount") if such Distribution Date
occurs between and including May 2001 and April 2002, (b) 35% of the
Original Subordinate Principal Amount if such Distribution Date occurs
between and including May 2002 and April 2003, (c) 40% of the Original
Subordinate Principal Amount if such Distribution Date occurs between and
including May 2003 and April 2004, (d) 45% of the Original Subordinate
Principal Amount if such Distribution Date occurs between and including
May 2004 and April 2005 and (e) 50% of the Original Subordinate Principal
Amount if such Distribution Date occurs during or after May 2005; or
Test II: If, as of the last day of the month preceding such
Distribution Date, (i) the aggregate Scheduled Principal Balance of
Mortgage Loans delinquent 60 days or more (including for this purpose any
Mortgage Loans in foreclosure and REO Mortgage Loans) averaged over the
last three months, as a percentage of the aggregate Scheduled Principal
Balance of Mortgage Loans averaged over the last three months, does not
exceed 4%, and (ii) cumulative Realized Losses with respect to the
Mortgage Loans do not exceed (a) 10% of the Original Subordinate Principal
Amount if such Distribution Date occurs between and including May 2001 and
April 2002, (b) 15% of the Original Subordinate Principal Amount if such
Distribution Date occurs between and including May 2002 and April 2003,
(c) 20% of the Original Subordinate Principal Amount if such Distribution
Date occurs between and including May 2003 and April 2004, (d) 25% of the
Original Subordinate Principal Amount if such Distribution Date occurs
between and including May 2004 and April 2005, and (e) 30% of the Original
Subordinate Principal Amount if such Distribution Date occurs during or
after May 2005.
Notwithstanding any of the foregoing provisions, on any Distribution
Date after the Group 1 Final Distribution Date, the Senior Prepayment
Percentage shall be equal to the Prepayment Shift Percentage.
Senior Principal Distribution Amount: For any Distribution Date on
------------------------------------
or prior to the Group 1 Final Distribution Date, the sum of the following
amounts:
(i) the Senior Percentage for such date of the applicable Non-AP
Percentage multiplied by the principal portion of each Scheduled
Payment on a Mortgage Loan due during the related Due Period;
29
<PAGE>
(ii) the product of (a) the Senior Prepayment Percentage for
such date and (b) the applicable Non-AP Percentage of each of the
following amounts: (1) the principal portion of each Principal Prepayment
collected during the related Prepayment Period, (2) each other unscheduled
collection, including Insurance Proceeds and Liquidation Proceeds (other
than with respect to any Mortgage Loan that was finally liquidated during
the related Prepayment Period), representing or allocable to recoveries of
principal received during the related Prepayment Period, and (3) the
principal portion of all proceeds of the purchase of any Mortgage Loan
(or, in the case of a permitted substitution, amounts representing a
principal adjustment) actually received by the Trustee during the related
Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to
principal of any Mortgage Loan that was finally liquidated during the
related Prepayment Period, the lesser of (a) the applicable Non-AP
Percentage of the related net Liquidation Proceeds allocable to principal
and (b) the Senior Prepayment Percentage for such date of the applicable
Non-AP Percentage multiplied by the Scheduled Principal Balance of such
Mortgage Loan at the time of liquidation; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.
For any Distribution Date following the Group 1 Final Distribution
Date, the sum of the following amounts:
(1) the amounts calculated pursuant to clauses (ii) and (iii)
above;
(2) the product of (x) the fraction, the numerator of which is
equal to the Class Certificate Principal Amount of the Group 2 Senior
Certificates immediately prior to such Distribution Date less the amount
calculated pursuant to clauses (ii) and (iii) above, and the denominator
of which is equal to the sum of such numerator and the aggregate of the
Certificate Principal Amounts of the Subordinate Certificates immediately
prior to such Distribution Date, and (y) the sum of (A) an amount equal to
the Senior Percentage for such date of the applicable Non-AP Percentage
multiplied by the principal portion of each Scheduled Payment on a
Mortgage Loan due during the related Due Period and (B) the Subordinate
Principal Distribution Amount for such date; and
30
<PAGE>
(3) any amounts described in clauses (1) and (2) for any previous
Distribution Date that remain unpaid.
Servicer: Norwest Mortgage, Inc., as servicer under the Servicing
--------
Agreement, or any successor in interest.
Servicing Advance: An amount required or permitted to be advanced by
-----------------
the Servicer under the Servicing Agreement other than a P&I Advance.
Servicing Agreement: The Mortgage Loan Sale, Warranties and
-------------------
Servicing Agreement between the Servicer and Lehman Capital, dated as of
April 1, 1996, attached hereto as Exhibit E.
Servicing Fee: As defined in the Servicing Agreement.
-------------
Servicing Fee Rate: As to each Mortgage Loan, the rate specified for
------------------
such Mortgage Loan in the Mortgage Loan Schedule.
Special Hazard Loss: With respect to the Mortgage Loans, (x) any
-------------------
Realized Loss arising out of any direct physical loss or damage to a
Mortgaged Property which is caused by or results from any cause, exclusive
of any loss covered by a hazard policy or a flood insurance policy
required to be maintained in respect of such Mortgaged Property and any
loss caused by or resulting from (i) normal wear and tear, (ii) conversion
or other dishonest act on the part of the Trustee, the Servicer or any of
their agents or employees, or (iii) errors in design, faulty workmanship
or faulty materials, unless the collapse of the property or a part thereof
ensues, or (y) any Realized Loss arising from or related to the presence
or suspected presence of hazardous wastes, or hazardous substances on a
Mortgaged Property unless such loss is covered by a hazard policy or flood
insurance policy required to be maintained in respect of such Mortgaged
Property.
Special Hazard Loss Limit: As of the Cut-off Date, $2,539,768, which
-------------------------
amount shall be reduced from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the
aggregate of the Scheduled Principal Balances of the Mortgage Loans; (ii)
twice the Scheduled Principal Balance of the Mortgage Loan having the
highest Scheduled Principal Balance, and (iii) the aggregate Scheduled
Principal Balances of the Mortgage Loans secured by Mortgaged Properties
located in the single California postal zip code area having the highest
aggregate Scheduled Principal Balance of Mortgage Loans of any such postal
zip code area and (b) the Special Hazard Loss Limit as of the Closing Date
less the amount of Special Hazard Losses incurred since the Closing Date.
31
<PAGE>
Startup Day: The day designated as such pursuant to Section 10.01(b)
-----------
hereof.
Subordinate Certificate: Any Class M or Class B Certificate.
-----------------------
Subordinate Certificate Writedown Amount: As to any Distribution
----------------------------------------
Date, the amount by which (i) the sum of the Class Certificate Principal
Amounts of all the Certificates (after giving effect to the distribution
of principal and the application of Realized Losses in reduction of the
Certificate Principal Amounts of the related Certificates on such
Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance
of the Mortgage Loans on the first day of the month of such Distribution
Date.
Subordinate Class Percentage: For each Distribution Date and any
----------------------------
Class of Subordinate Certificates, the percentage obtained by dividing the
Class Certificate Principal Amount of such Class immediately prior to such
Distribution Date by the aggregate Certificate Principal Amount of all
Subordinate Certificates immediately prior to such date.
Subordinate Percentage: For any Distribution Date, the difference
----------------------
between 100% and the Senior Percentage for such Distribution Date.
Subordinate Prepayment Percentage: For any Distribution Date, the
---------------------------------
difference between 100% and the Senior Prepayment Percentage for such
Distribution Date.
Subordinate Principal Distribution Amount: For any Distribution Date
-----------------------------------------
on or prior to the Group 1 Final Distribution Date, the sum of the
following:
(i) the Subordinate Percentage for such date of the applicable
Non-AP Percentage multiplied by the principal portion of each Scheduled
Payment on a Mortgage Loan due during the related Due Period;
(ii) the product of (a) the Subordinate Prepayment Percentage
for such date of the applicable Non-AP Percentage and (b) each of the
following amounts: (1) the principal portion of each Principal Prepayment
collected during the related Prepayment Period, (2) each other unscheduled
collection, including Insurance Proceeds and net Liquidation Proceeds
(other than with respect to any Mortgage Loan that was finally liquidated
during the related Prepayment Period), representing or allocable to
recoveries of principal received during the related Prepayment Period),
32
<PAGE>
and (3) the principal portion of all proceeds of the purchase of any
Mortgage Loan (or, in the case of a permitted substitution, amounts
representing a principal adjustment) actually received by the Trustee
during the related Prepayment Period;
(iii) with respect to unscheduled recoveries allocable to
principal of any Mortgage Loan that was finally liquidated during the
related Prepayment Period, the applicable Non-AP Percentage of the related
net Liquidation Proceeds allocable to principal, less any related amount
paid pursuant to subsection (iii) of the definition of Senior Principal
Distribution Amount; and
(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid;
provided, that on the Group 1 Final Distribution Date, the Subordinate
Principal Distribution Amount shall be reduced by an amount equal to the
product of (A) the fraction described in clause (x) of the definition of
Group 2 Senior Principal Distribution Amount and (B) the sum of the
amounts calculated pursuant to clauses (i) through (iv) above.
For any Distribution Date following the Group 1 Final Distribution
Date, the sum of all amounts calculated pursuant to clauses (i) through
(iv) of each of the definitions of Senior Principal Distribution Amount
and Subordinate Principal Distribution Amount, less the Senior Principal
Distribution Amount for such date.
Tax Matters Person: "Tax matters person" as defined in the REMIC
------------------
Provisions.
Termination Price: As defined in Section 7.01 hereof.
-----------------
Title Insurance Policy: A title insurance policy maintained with
----------------------
respect to a Mortgage Loan.
Trust Fund: The corpus of the trust created pursuant to this
----------
Agreement, consisting of the Mortgage Loans, the assignment of the
Depositor's rights under the Servicing Agreement, such amounts as shall
from time to time be held in the Collection Account and the Certificate
Account, the Insurance Policies, the Class A3 Policy, any REO Property and
the other items referred to in, and conveyed to the Trustee under, Section
2.01(a).
Trustee: The Chase Manhattan Bank, N.A., or any successor in
-------
interest, or if any successor trustee or any co-trustee shall
33
<PAGE>
be appointed as herein provided, then Trustee shall also mean such successor
trustee and such co-trustee, as the case may be.
Trustee Fee: A monthly fee payable to the Trustee, equal, as of any
-----------
Distribution Date, to the lesser of (x) an amount equal to the product of
(i) one-twelfth of 0.0025% and (ii) the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the immediately preceding Due Date,
and (y) the product of (i) the Trustee Fee Rate and (ii) the aggregate
Scheduled Principal Balance of the Premium Mortgage Loans as of the
immediately preceding Due Date.
Trustee Fee Rate: The percentage equivalent of the fraction, the
----------------
numerator of which is the amount calculated pursuant to clause (x) of the
definition of Trustee Fee and the denominator of which is the aggregate
Scheduled Principal Balance of the Premium Mortgage Loans as of the
immediately preceding Due Date.
Voting Interests: The portion of the voting rights of all the
----------------
Certificates that is allocated to any Certificate for purposes of the
voting provisions of this Agreement. At all times during the term of this
Agreement, 99% of all Voting Interests shall be allocated to the
Certificates other than the Class AX Certificates and 1% of all Voting
Interests shall be allocated to the Class AX Certificates. Voting
Interests allocated to the Class AX Certificates shall be allocated among
the Certificates of such Class in proportion to their Notional Amounts.
Voting Interests allocated to the other Classes of Certificates shall be
allocated among such Classes (and among the Certificates within each such
Class) in proportion to their Class Certificate Principal Amounts (or
Certificate Principal Amounts).
Section 1.02. Calculations Respecting Mortgage Loans. Calculations
--------------------------------------
required to be made pursuant to this Agreement with respect to any
Mortgage Loan in the Trust Fund shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagor on such Mortgage Loans and payments to be made
to the Trustee as supplied to the Trustee by the Servicer. The Trustee
shall not be required to recompute, verify or recalculate the information
supplied to it by the Servicer.
Section 1.03. Calculations Respecting Accrued Interest. Accrued
----------------------------------------
interest, if any, on any Certificate shall be calculated based upon a
360-day year consisting of twelve 30-day months.
34
<PAGE>
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
-----------------------------------------------------
Mortgage Loans. (a) Concurrently with the execution and delivery of this
- --------------
Agreement, the Depositor does hereby transfer, assign, set over, deposit
with and otherwise convey to the Trustee, without recourse, in trust, all
the right, title and interest of the Depositor in and to the Mortgage
Loans. Such conveyance includes, without limitation, the right to all
distributions of principal and interest due with respect to the Mortgage
Loans after the Cut-off Date, together with all of the Depositor's right,
title and interest in and to the Collection Account and all amounts and
investments from time to time credited to and the proceeds of the
Collection Account to the extent provided for in this Agreement, the
Certificate Account to the extent provided for in this Agreement, all
amounts and instruments from time to time credited to, the proceeds of,
the Certificate Account and any REO Property, the exercise of the Trustee
on behalf of itself or the Depositor of its rights under any Insurance
Policies related to the Mortgage Loans, and the Depositor's security
interest in any collateral pledged to secure the Mortgage Loans, including
the Mortgaged Properties and any Additional Collateral, to have and to
hold, in trust; and the Trustee declares that, subject to the review
provided for in Section 2.02, it has received and shall hold the Trust
Fund, as trustee, in trust, for the benefit and use of the Holders of the
Certificates and for the purposes and subject to the terms and conditions
set forth in this Agreement, and, concurrently with such receipt, has
caused to be executed, authenticated and delivered to or upon the order of
the Depositor, in exchange for the Trust Fund, Certificates in the
authorized denominations evidencing the entire ownership of the Trust
Fund. In addition, the Depositor has caused Financial Security to deliver
the Class A3 Policy to the Trustee.
Concurrently with the execution and delivery of this agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest
under the Servicing Agreement (which do not include the rights of the
Purchaser under Section 11.12 thereof), and delegates its obligations
under Section 2.02 thereof, which rights and interests have been assigned
and which obligations have been delegated to the Depositor by Lehman
Capital pursuant to the Sale and Assignment Agreement, to the Trustee.
The Trustee hereby accepts such assignment and delegation, and shall be
entitled to exercise all rights of the Depositor under the Servicing
Agreement as if, for such purpose, it were the Depositor.
35
<PAGE>
(b) In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, or cause to be delivered to and
deposited with, the Trustee, and/or to any custodian acting on the
Trustee's behalf, if applicable, the following documents or instruments
with respect to each Mortgage Loan (each a "Mortgage File") so transferred
and assigned:
(i) the original Mortgage Note endorsed without recourse in
proper form to the order of the Trustee (in each case, with all necessary
intervening endorsements as applicable);
(ii) the original of any guarantee executed in connection with
the Mortgage Note, assigned to the Trustee;
(iii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording indicated
thereon. If, in connection with any Mortgage Loan, the Depositor cannot
deliver the Mortgage with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording office
where such Mortgage has been delivered for recordation or because such
Mortgage has been lost, the Depositor shall deliver or cause to be
delivered to the Trustee (or its custodian), in the case of a delay due to
recording, a true copy of such Mortgage, pending delivery of the original
thereof, together with an Officer's Certificate of the Servicer certifying
that the copy of such Mortgage delivered to the Trustee (or its custodian)
is a true copy and that the original of such Mortgage has been forwarded
to the public recording office, or, in the case of a Mortgage that has
been lost, a copy thereof (certified as provided for under the laws of the
appropriate jurisdiction) and a written Opinion of Counsel acceptable to
the Trustee and the Depositor that an original recorded Mortgage is not
required to enforce the Trustee's interest in the Mortgage Loan;
(iv) The original of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loans, or, as to
any assumption, modification or substitution agreement which cannot be
delivered on or prior to the Closing Date because of a delay caused by the
public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy of
such assumption, modification or substitution agreement, pending delivery
of the original thereof, together with an Officer's Certificate of the
Servicer certifying that the copy of such assumption, modification or
substitution agreement delivered to the Trustee (or its
36
<PAGE>
custodian) is a true copy and that the original of such agreement has
been forwarded to the public recording office;
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original Assignment of Mortgage for each Mortgage Loan, in form
and substance acceptable for recording;
(vi) If applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an
"Intervening Assignment"), as may be necessary to show a complete chain of
title to the Mortgage from the originator to the Trustee, or, in the case
of an Intervening Assignment that has been lost, a written Opinion of
Counsel acceptable to the Trustee that such original Intervening
Assignment is not required to enforce the Trustee's interest in the
Mortgage Loans;
(vii) the original Primary Mortgage Insurance Policy or
certificate, if private mortgage guaranty insurance is required pursuant
to the Agreement;
(viii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original mortgagee title insurance policy or attorney's opinion
of title and abstract of title;
(ix) the original of any security agreement, chattel mortgage or
equivalent executed in connection with the Mortgage or as to any security
agreement, chattel mortgage or their equivalent that cannot be delivered
on or prior to the Closing Date because of a delay caused by the public
recording office where such document has been delivered for recordation, a
photocopy of such document, pending delivery of the original thereof,
together with an Officer's Certificate of the Servicer certifying that the
copy of such security agreement, chattel mortgage or their equivalent
delivered to the Trustee (or its custodian) is a true copy and that the
original of such document has been forwarded to the public recording
office;
(x) with respect to any Cooperative Loan, the original
Cooperative Loan Documents; and
(xi) in connection with any pledge of Additional Collateral, the
original additional collateral pledge and security agreement executed in
connection therewith, assigned to the Trustee.
The parties hereto acknowledge and agree that the form of endorsement
attached hereto as Exhibit B-4 is intended to effect
37
<PAGE>
the transfer to the Trustee, for the benefit of the Certificateholders, of
the Mortgage Notes and the Mortgages.
(c) Assignments of Mortgage shall be recorded; provided, however,
-------- -------
that such Assignments need not be recorded if, in the Opinion of Counsel
(which must be Independent counsel) acceptable to the Trustee and the
Rating Agencies, recording in such states is not required to protect the
Trustee's interest in the related Mortgage Loans. Subject to the
preceding sentence, as soon as practicable after the Closing Date, the
Trustee, at the expense of the Depositor, shall cause to be properly
recorded in each public recording office where the Mortgages are recorded
each Assignment of Mortgage referred to in subsections (b)(ii) and (iv)
above.
(d) In instances where a Title Insurance Policy is required to be
delivered to the Trustee under clause (b)(v) above and is not so
delivered, the Depositor will provide (or cause the Servicer to provide) a
copy of such Title Insurance Policy to the Trustee as promptly as
practicable after the execution and delivery hereof, but in any case
within 180 days of the Closing Date.
(e) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above documents, herewith delivers to the Trustee an
Officer's Certificate which shall include a statement to the effect that
all amounts received in connection with such prepayment that are required
to be deposited in the applicable Collection Account pursuant to Section
4.01 have been so deposited. All original documents that are not
delivered to the Trustee shall be held by the Servicer in trust for the
benefit of the Trustee and the Certificateholders.
Section 2.02. Acceptance of Trust Fund by Trustee: Review of
----------------------------------------------
Documentation for Trust Fund. (a) The Trustee, by execution and delivery
- ----------------------------
hereof, acknowledges receipt of the Mortgage Files pertaining to the
Mortgage Loans listed on the Mortgage Loan Schedule, subject to the
Trustee's review thereof under this Section 2.02. The Trustee will
execute and deliver on the Closing Date the Initial Certification in the
form annexed hereto as Exhibit B-1.
(b) Within 45 days after the Closing Date, the Trustee will, for the
benefit of Holders of the Certificates, review each Mortgage File to
ascertain that all required documents set forth in Section 2.01 have been
received and appear on their face to contain the requisite signatures by
or on behalf of the respective parties thereto, and shall deliver to the
Depositor an Interim Certification in the form annexed hereto as Exhibit
B-2
38
<PAGE>
to the effect that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan prepaid in full or any Mortgage
Loan specifically identified in such certification as not covered by such
certification), (i) all of the applicable documents specified in Section
2.01(b) are in its possession and (ii) such documents have been reviewed
by it and appear to relate to such Mortgage Loan. The Trustee shall make
sure that the documents are executed and endorsed, but shall be under no
duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that the same are
valid, binding, legally effective, properly endorsed, genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded or are in recordable form or that they are other than what they
purport to be on their face. The Trustee shall have no responsibility for
verifying the genuineness or the legal effectiveness of or authority for
any signatures of or on behalf of any party or endorser.
(c) If in the course of the Trustee's review described in paragraph
(b) above the Trustee discovers any document or documents constituting a
part of a Mortgage File that is missing, does not appear regular on its
face (i.e., is mutilated, damaged, defaced, torn or otherwise physically
----
altered) or appears to be unrelated to the Mortgage Loans identified in
the Mortgage Loan Schedule (each, a "Material Defect"), the Trustee shall
promptly identify the Mortgage Loan to which such Material Defect relates
in the Interim Certificate delivered to the Depositor. Within 90 days of
its receipt of such notice from the Trustee, the Depositor shall be
required to cure such Material Defect (and, in such event, the Depositor
shall provide the Trustee with an Officer's Certificate confirming that
such cure has been effected) or, if it does not cure such Material Defect,
repurchase the related Mortgage Loan from the Trust Fund at the Purchase
Price. Within the two year period following the Closing Date, the
Depositor may, in lieu of repurchasing a Mortgage Loan pursuant to this
Section 2.02, substitute for such Mortgage Loan a Qualifying Substitute
Mortgage Loan subject to the provisions of Section 2.05. The failure of
the Trustee to give the notice contemplated herein within 45 days after
the Closing Date shall not affect or relieve the Depositor of its
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02
or any other Section of this Agreement requiring the repurchase of
Mortgage Loans from the Trust Fund.
(d) Prior to the first anniversary of the Closing Date, the Trustee
shall deliver to the Depositor a Final Certification substantially in the
form annexed hereto as Exhibit B-3 evidencing the completeness of the
Mortgage Files in its possession or control.
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(e) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.
Section 2.03. Representations and Warranties of the Depositor. The
-----------------------------------------------
Depositor hereby represents and warrants to the Trustee that:
(a) the Depositor is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and has full corporate power and authority to own its property,
to carry on its business as presently conducted, to enter into and perform
its obligations under this Agreement, and to create the trust pursuant
hereto;
(b) the execution and delivery by the Depositor of this
Agreement have been duly authorized by all necessary corporate action on
the part of the Depositor; neither the execution and delivery of this
Agreement, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof, will conflict with or result in
a breach of, or constitute a default under, any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on
the Depositor or its properties or the certificate of incorporation or
bylaws of the Depositor;
(c) the execution, delivery and performance by the Depositor of
this Agreement and the consummation of the transactions contemplated
hereby do not require the consent or approval of, the giving of notice to,
the registration with, or the taking of any other action in respect of,
any state, federal or other governmental authority or agency, except such
as has been obtained, given, effected or taken prior to the date hereof;
(d) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor
enforceable against it in accordance with its terms except as such
enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of
creditors generally and (B) general principles of equity regardless of
whether such enforcement is considered in a proceeding in equity or at
law;
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(e) there are no actions, suits or proceedings pending or, to
the knowledge of the Depositor, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative
agency, arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Agreement or (B) with respect to any
other matter which in the judgment of the Depositor will be determined
adversely to the Depositor and will if determined adversely to the
Depositor materially and adversely affect it or its business, assets,
operations or condition, financial or otherwise, or adversely affect its
ability to perform its obligations under this Agreement;
(f) upon delivery of the Mortgage Loans to the Trustee
hereunder, as to each, that:
(i) The information set forth with respect to each
Mortgage Loan on the Mortgage Loan Schedule provides an accurate
listing of the Mortgage Loans, and the information with respect to
such Mortgage Loans on the Mortgage Loan Schedule is true and correct
in all material respects at the date or dates respecting which such
information is given;
(ii) All payments required to be made, up to and including
the Due Date immediately preceding the Cut-off Date, for each
Mortgage Loan under the terms of the related Mortgage Note have been
made, and no payment required to be made under any Mortgage Loan has
been delinquent by more than thirty days more than one time within
the twelve months preceding the Cut-off Date;
(iii) There are no defaults in complying with the terms of any
Mortgage, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or
ground rents which previously became due and owing have been paid or
an escrow of funds has been established in an amount sufficient to
pay for every such item that remains unpaid and that has been
assessed but is not yet due and payable;
(iv) No Mortgage Note is subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of any Mortgage Note or
Mortgage, or the exercise of any right thereunder, render such
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off,
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counterclaim or defense, including the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(v) All improvements securing each Mortgage Loan are insured
against loss by fire and such hazards as are customary in the area
where the related Mortgaged Property is located, in an amount that is
at least equal to the lesser of (A) the maximum insurable value of
the improvements securing such Mortgage Loan and (B) the outstanding
principal balance of such Mortgage Loan. If the Mortgaged Property
is a condominium unit or cooperative apartment, it is included under
the coverage afforded by a blanket policy or policies for the
project. If, upon origination of the Mortgage Loan, the Mortgaged
Property was in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards
(and such flood insurance has been made available), a flood insurance
policy meeting the requirements of the guidelines of FNMA and FHLMC
is in effect with a generally acceptable insurance carrier, in an
amount representing coverage equal to the lesser of (A) the minimum
amount required, under the terms of coverage, to compensate for any
damage or loss on a replacement cost basis (or the unpaid balance of
the Mortgage Loan if replacement cost coverage is not available for
the type of building insured) and (B) the maximum amount of insurance
that was available under the Flood Disaster Protection Act of 1973,
as amended;
(vi) Any and all requirements of any federal, state or local
law, including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws applicable to each Mortgage
Loan have been complied with, and the Depositor shall deliver to the
Trustee, upon demand, evidence of compliance with all such
requirements;
(vii) Each Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would
effect any such release, cancellation, subordination or recision;
(viii) Each Mortgage evidences a valid, subsisting and enforceable
first lien on the related Mortgaged
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Property. The lien of the Mortgage is subject only to: (1) liens of
current real property taxes and assessments not yet due and payable
and, if the related Mortgaged Property is a condominium unit, any
lien for common charges permitted by statute, (2) covenants,
conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the
related Mortgaged Property is located or specifically referred to in
the lender's Title Insurance Policy or attorney's opinion of title
and abstract of title delivered to the originator of such Mortgage
Loan, and (3) such other matters to which like properties are
commonly subject which do not, individually or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage. Any security agreement, chattel mortgage
or equivalent document related to, and delivered to the Trustee in
connection with, a Mortgage Loan establishes a valid, subsisting and
enforceable first lien on the property described therein and the
Depositor has full right to sell and assign the same to the Trustee;
(ix) Each Mortgage Note and the related Mortgage are genuine and
each is the legal valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and,
to the best of the Depositor's knowledge, all parties to each
Mortgage Note and the related Mortgage had legal capacity to execute
such Mortgage Note and such Mortgage and each Mortgage Note and
Mortgage has been duly and properly executed by such parties;
(x) The proceeds of each Mortgage Loan have been fully
disbursed, there is no requirement for future advances thereunder,
and any and all requirements as to completion of any on-site or
off-site improvement and as to disbursements of any required escrow
funds therefor, other than escrows for on-site improvements not yet
complete due to seasonal weather conditions, have been complied with;
to the best of the Depositor's knowledge, all costs, fees and
expenses incurred by the
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originator of the Mortgage Loans in making, closing or recording the
Mortgage Loans have been paid;
(xi) Immediately prior to the transfer and assignment of the
Mortgage Loans to the Trustee, the Depositor was the sole owner of
record and holder of each Mortgage Loan, and the Depositor had good
and marketable title thereto, and has full right to transfer and sell
each Mortgage Loan to the Trustee free and clear of any incumbrance,
equity, participation interest, lien, pledge, charge, claim or
security interest, and has full right and authority, subject to no
interest or participation of, or agreement with, any other party, to
sell and assign each Mortgage Loan pursuant to this Agreement;
(xii) No Mortgage Loan had a loan-to-value ratio at origination
(or, if the Mortgage Loan has been the subject of a "significant
modification" since origination, other than as a result of a default
or reasonably foreseeable default, as of the date of modification)
in excess of 125%. Each Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% is insured as to payment default by a
Primary Mortgage Insurance Policy. Any Mortgage Loan subject to a
Primary Mortgage Insurance Policy obligates the Mortgagor thereunder
to maintain such Primary Mortgage Insurance Policy and to pay all
premiums and charges in connection therewith;
(xiii) Each Mortgage Loan other than any Cooperative Loan is
covered by either (i) an attorney's opinion of title and abstract of
title the form and substance of which is acceptable to mortgage
lending institutions originating mortgage loans in the locality where
the related Mortgaged Property is located or (ii) an ALTA mortgagee
Title Insurance Policy or other generally acceptable form of policy
of insurance, issued by, and is the valid and binding obligation of,
a title insurer qualified to do business in the jurisdiction where
the Mortgaged Property is located, insuring the originator of the
Mortgage Loan, and its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the
Mortgage Loan (subject only to (1) the lien of current real property
taxes and assessments not yet due and payable, and, if the related
Mortgaged Property is a condominium unit, any lien or common charges
permitted by statute, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of
the
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date of recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the related Mortgaged Property is
located or specifically referred to in the lender's Title Insurance
Policy or attorney's opinion of title and abstract of title, and (3)
such other matters to which like properties are commonly subject
which do not, individually or in the aggregate, materially
interfere with the benefits of the security intended to be provided
by the Mortgage). If the Mortgaged Property is a condominium unit
located in a state in which a title insurer will generally issue an
endorsement, then the related Title Insurance Policy contains an
endorsement insuring the validity of the creation of the condominium
form of ownership with respect to the project in which such unit is
located. With respect to any Title Insurance Policy, the originator
is the named insured and the sole insured of such mortgagee Title
Insurance Policy, the assignment to the Trustee of the originator's
interest in such mortgagee Title Insurance Policy does not require
the consent of or notification to the insurer (or if such consent or
notification is required, such consent has been received, or such
notification has been given), such mortgagee Title Insurance Policy
is in full force and effect and will inure to the benefit of the
Trustee upon the consummation of the transactions contemplated by
this Agreement, no claims have been made under such mortgagee Title
Insurance Policy and no prior holder of the related Mortgage,
including the Depositor, has done, by act or omission, anything that
would impair the coverage of such mortgagee Title Insurance Policy;
(xiv) There is no default, breach, violation or event of
acceleration existing under any Mortgage or the related Mortgage Note
and no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration; and neither the Depositor
nor its predecessors have waived any default, breach, violation or
event of acceleration. To the best of the Depositor's knowledge, no
foreclosure action is being threatened or commenced with respect to
any Mortgage Loan;
(xv) There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens
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prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xvi) All improvements that were considered in determining the
Appraised Value of the related Mortgaged Property lie wholly within
the boundaries and building restriction lines of the related
Mortgaged Property (and, if such Mortgaged Property is a condominium
unit, such improvements lie wholly within the project) and no
improvements on adjoining properties encroach upon such Mortgaged
Property. No improvement located on or being part of the related
Mortgaged Property is in violation of any applicable zoning law or
regulation;
(xvii) Each Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by a
Federal or State authority, or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203
and 231 of the National Housing Act;
(xviii) Each Mortgage Loan provides for accrual of interest on the
basis of a 360-day year consisting of twelve 30-day months;
(xix) All inspections, licenses and certificates required to be
made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same,
including, but not limited to, certificates of occupancy and fire
underwriting certificates, have been made or obtained from the
appropriate authorities;
(xx) Except as otherwise specified on Schedule A hereto, none of
the Mortgage Loans contain buydown provisions;
(xxi) There is no proceeding pending or threatened for the total
or partial condemnation of any Mortgaged Property and each Mortgaged
Property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty, so as to have a material
adverse effect on the value of the related Mortgaged Property as
security for the related Mortgage Loan or the use for which the
premises were intended;
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(xxii) No Mortgage Loan requires the Mortgagee to release any
portion of the Mortgaged Property from the lien of the Mortgage other
than upon payment in full of the Mortgage Loan;
(xxiii) The originator of each Mortgage Loan was in compliance with
any and all applicable "doing business" and licensing requirements in
the jurisdiction in which the related Mortgaged Property was located
when such party originated such Mortgage Loan; and
(xxiv) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg. Section 1.860G-2.
Section 2.04. Discovery of Breach. It is understood and agreed that
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the representations and warranties set forth in Section 2.03 survive
delivery of the Mortgage Files and the Assignment of Mortgage of each
Mortgage Loan to the Trustee and shall continue throughout the term of
this Agreement. Upon discovery by either the Depositor or the Trustee of
a breach of any of the foregoing representations and warranties that
adversely and materially affects the value of the related Mortgage Loan,
the party discovering such breach shall give prompt written notice to the
other party. Within 90 days of the discovery of breach with respect to
the representations and warranties given to the Trustee, the Depositor
shall either (a) cure such breach in all material respects, (b) repurchase
such Mortgage Loan or any property acquired in respect thereof from the
Trustee at the Purchase Price or (c) within the two year period following
the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the
affected Mortgage Loan.
Section 2.05. Repurchase, Purchase or Substitution of Mortgage
------------------------------------------------
Loans. (a) With respect to any Mortgage Loan repurchased by the
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Depositor pursuant to this Article II, or by the Servicer pursuant to the
Servicing Agreement, the principal portion of the funds received by the
Trustee in respect of such repurchase of a Mortgage Loan will be
considered a Principal Prepayment and shall be deposited in the Collection
Account. The Trustee, upon receipt of the full amount of the Purchase
Price for a Deleted Mortgage Loan, or upon receipt of the Mortgage File
for a Qualifying Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan, shall release or cause to be released and reassign to the
Depositor the related Mortgage File for the Deleted Mortgage Loan and
shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, representation or warranty, as shall be
necessary to vest in the Depositor or its designee or assignee title to
any Deleted Mortgage Loan released pursuant hereto, free and clear of
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all security interests, liens and other encumbrances created by this
Agreement, which instruments shall be prepared by the Trustee at the
Depositor's expense and shall be reasonably acceptable to the Trustee, and
the Trustee shall have no further responsibility with respect to the
Mortgage File relating to such Deleted Mortgage Loan.
(b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Trustee pursuant to the terms of this Article II in
exchange for a Deleted Mortgage Loan: (i) the Depositor must deliver to
the Trustee the Mortgage File for the Qualifying Substitute Mortgage Loan
containing the documents set forth in Section 2.01(b) along with a written
certification certifying as to the delivery of such Mortgage File and
containing the granting language set forth in Section 2.01(a); and (ii)
the Depositor will be deemed to have made each of the representations and
warranties set forth in Section 2.03(f). As soon as practicable after the
delivery of any Qualifying Substitute Mortgage Loan hereunder, the Trustee
shall cause the Assignment of Mortgage with respect to such Qualifying
Substitute Mortgage Loan to be recorded if required pursuant to the first
sentence of Section 2.01(c).
(c) Notwithstanding any other provision of this Agreement, the right
to substitute Mortgage Loans pursuant to this Article II shall be subject
to the additional limitations that no substitution of a Qualifying
Substitute Mortgage Loan for a Deleted Mortgage Loan shall be made unless
the Trustee has received an Opinion of Counsel (at the expense of the
party seeking to make the substitution) that, under current law, such
substitution will not (A) affect adversely the status of any REMIC
established hereunder as a REMIC, or of the related "regular interests" as
"regular interests" in any such REMIC, or (B) cause any such REMIC to
engage in a "prohibited transaction" or prohibited contribution pursuant
to the REMIC Provisions.
Section 2.06. Grant Clause. It is intended that the conveyance of
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the Depositor's right, title and interest in and to property constituting
the Trust Fund pursuant to this Agreement shall constitute, and shall be
construed as, a sale of such property and not grant of a security interest
to secure a loan. However, if such conveyance is deemed to be in respect
of a loan, it is intended that: (1) the rights and obligations of the
parties shall be established pursuant to the terms of this Agreement; (2)
the Depositor hereby grants to the Trustee for benefit of the Holders of
the Certificates a first priority security interest in all of the
Depositor's right, title and interest in, to and under, whether now owned
or hereafter acquired, the Trust Fund and all proceeds of any and all
property constituting the Trust Fund to secure payment of the
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Certificates; and (3) this Agreement shall constitute a security agreement
under applicable law. If such conveyance is deemed to be in respect of a
loan and the Trust created by this Agreement terminates prior to the
satisfaction of the claims of any Person holding any Certificate, the
security interest created hereby shall continue in full force and effect
and the Trustee shall be deemed to be the collateral agent for the benefit
of such Person, and all proceeds shall be distributed as herein provided.
ARTICLE III
THE CERTIFICATES
Section 3.01. The Certificates. (a) Each Class of Book-Entry
----------------
Certificates (other than the Class A3 Certificates) will be issued in
registered form in minimum denominations of $100,000 in Certificate
Principal Amount and in integral multiples of $1 in excess thereof. The
Class A3 Certificates will be issued in registered form in minimum
denominations of $1,000 in Certificate Principal Amount and in integral
multiples of $1,000 in excess thereof. Each Class of Class A4 and Class
AP Certificates will be issued in definitive, fully registered form in
minimum denominations of $100,000 in Certificate Principal Amount and in
integral multiples of $1,000 in excess thereof. The Class AX Certificates
will be issued in definitive, fully registered form in minimum
denominations of $5,000,000 in Notional Amount and in integral multiples
of $1,000,000 in excess thereof. Each Class of Subordinate Certificates
will be issued in definitive, fully registered form in minimum
denominations of $250,000 in Certificate Principal Amount and in integral
multiples of $1,000 in excess thereof. Each Residual Certificate will be
issued as a single Certificate and maintained in definitive, fully
registered form in a minimum denomination equal to 100% of the Percentage
Interest of such Class. The Certificates may be issued in the form of
typewritten certificates. One Certificate of each Class of Certificates
other than the Residual Certificates may be issued in any denomination in
excess of the minimum denomination.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Each
Certificate shall, on original issue, be authenticated by the Trustee upon
the order of the Depositor upon receipt by the Trustee of the Mortgage
Files described in Section 2.01. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially
in the form provided for herein, executed by an authorized officer of the
Trustee or the Authenticating Agent, if any, by manual signature, and such
certification upon any Certificate shall be
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conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Certificates shall be
dated the date of their authentication. At any time and from time to time
after the execution and delivery of this Agreement, the Depositor may
deliver Certificates executed by the Depositor to the Trustee or the
Authenticating Agent for authentication and the Trustee or the
Authenticating Agent shall authenticate and deliver such Certificates as
in this Agreement provided and not otherwise.
Section 3.02. Registration. The Trustee is hereby appointed, and
------------
hereby accepts its appointment as, Certificate Registrar in respect of the
Certificates and shall maintain books for the registration and for the
transfer of Certificates (the "Certificate Register"). The Trustee may
appoint a bank or trust company to act as Certificate Registrar. A
registration book shall be maintained for the Certificates collectively.
The Certificate Registrar may resign or be discharged or removed and a new
successor may be appointed in accordance with the procedures and
requirements set forth in Sections 6.06 and 6.07 hereof with respect to
the resignation, discharge or removal of the Trustee and the appointment
of a successor Trustee. The Certificate Registrar may appoint, by a
written instrument delivered to the Holders, any bank or trust company to
act as co-registrar under such conditions as the Certificate Registrar may
prescribe; provided, however, that the Certificate Registrar shall not be
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relieved of any of its duties or responsibilities hereunder by reason of
such appointment.
Section 3.03. Transfer and Exchange of Certificates. (a) A
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Certificate (other than Book-Entry Certificates which shall be subject to
Section 3.09 hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as
shall be satisfactory to the Certificate Registrar. Upon the transfer of
any Certificate in accordance with the preceding sentence, the Trustee
shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates
of the same Class and evidencing, in the aggregate, the same aggregate
Certificate Principal Amount as the Certificate being transferred. No
service charge shall be made to a Certificateholder for any registration
of transfer of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any registration of transfer of
Certificates.
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(b) A Certificate may be exchanged by the Holder thereof for any
number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount as the
Certificate surrendered, upon surrender of the Certificate to be exchanged
at the office of the Certificate Registrar duly endorsed or accompanied by
a written instrument of transfer duly executed by such Holder or his duly
authorized attorney in such form as is satisfactory to the Certificate
Registrar. Certificates delivered upon any such exchange will evidence
the same obligations, and will be entitled to the same rights and
privileges, as the Certificates surrendered. No service charge shall be
made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any
exchange of Certificates. Whenever any Certificates are so surrendered
for exchange, the Trustee shall execute, and the Trustee or the
Authenticating Agent shall authenticate, date and deliver the Certificates
which the Certificateholder making the exchange is entitled to receive.
(c) By acceptance of a Restricted Certificate, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate
acknowledges the restrictions on the transfer of such Certificate set
forth thereon and agrees that it will transfer such a Certificate only as
provided herein.
The following restrictions shall apply with respect to the transfer
and registration of transfer of a Restricted Certificate to a transferee
that takes delivery in the form of a Definitive Certificate:
(i) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is (x) to the Depositor
or the Placement Agent, an affiliate (as defined in Rule 144(a)(1) under
the 1933 Act) of the Depositor or the Placement Agent or (y) being made
to a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act") by a transferor who has
provided the Trustee with a certificate in the form of Exhibit G hereto;
and
(ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is being made to an
"accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the Act
by a transferor who furnishes to the Trustee a letter of the transferee
substantially in the form of Exhibit H hereto.
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(d) (i) No transfer of an ERISA-Restricted Certificate in the
form of a Definitive Certificate shall be made to any Person unless the
Trustee has received (A) a certificate substantially in the form of
Exhibit I hereto from such transferee or (B) an Opinion of Counsel
satisfactory to the Trustee and the Depositor to the effect that the
purchase and holding of such a Certificate will not constitute or result
in the assets of the Trust Fund being deemed to be "plan assets" subject
to the prohibited transactions provisions of ERISA or Section 4975 of the
Code and will not subject the Trustee or the Depositor to any obligation
in addition to those undertaken in the Agreement; provided, however, that
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the Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel satisfactory to
the Trustee has rendered an opinion to the effect that the purchase and
holding of an ERISA-Restricted Certificate by a Plan or a Person that is
purchasing or holding such a Certificate with the assets of a Plan will
not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code. The preparation and delivery of the
certificate and opinions referred to above shall not be an expense of the
Trust Fund, the Trustee or the Depositor. Notwithstanding the foregoing,
no opinion or certificate shall be required for the initial issuance of
the ERISA-Restricted Certificates.
(e) As a condition of the registration of transfer or exchange of
any Certificate, the Certificate Registrar may require the certified
taxpayer identification number of the owner of the Certificate and the
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith; provided, however, that the Certificate
Registrar shall have no obligation to require such payment or to determine
whether or not any such tax or charge may be applicable. No service
charge shall be made to the Certificateholder for any registration,
transfer or exchange of Certificate.
(f) Notwithstanding anything to the contrary contained herein, no
Residual Certificate may be owned, pledged or transferred, directly or
indirectly, by or to a Disqualified Organization.
Prior to and as a condition of the registration of any transfer, sale
or other disposition of a Residual Certificate, the proposed transferee
shall deliver to the Trustee an affidavit in substantially the form
attached hereto as Exhibit D-1 representing and warranting, among other
things, that such transferee is neither a Disqualified Organization nor an
agent or nominee acting on behalf of a Disqualified Organization (any such
transferee, a "Permitted Transferee"), and the proposed transferor shall
deliver to the Trustee an affidavit in
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substantially the form attached hereto as Exhibit D-2. In addition, the
Trustee may (but shall have no obligation to) require, prior to and as a
condition of any such transfer, the delivery by the proposed transferee of
an Opinion of Counsel, addressed to the Depositor and the Trustee
satisfactory in form and substance to the Depositor, that such proposed
transferee or, if the proposed transferee is an agent or nominee, the
proposed beneficial owner, is not a Disqualified Organization.
Notwithstanding the registration in the Certificate Register of any
transfer, sale, or other disposition of a Residual Certificate to a
Disqualified Organization or an agent or nominee acting on behalf of a
Disqualified Organization, such registration shall be deemed to be of no
legal force or effect whatsoever and such Disqualified Organization (or
such agent or nominee) shall not be deemed to be a Certificateholder for
any purpose hereunder, including, but not limited to, the receipt of
distributions on such Residual Certificate. The Trustee shall not be
under any liability to any person for any registration or transfer of a
Residual Certificate to a Disqualified Organization or for the maturity of
any payments due on such Residual Certificate to the Holder thereof or for
taking any other action with respect to such Holder under the provisions
of the Agreement, so long as the transfer was effected in accordance with
this Section 3.03(f), unless the Trustee shall have actual knowledge at
the time of such transfer or the time of such payment or other action that
the transferee is a Disqualified Organization (or an agent or nominee
thereof). The Trustee shall be entitled to recover from any Holder of a
Residual Certificate that was a Disqualified Organization (or an agent or
nominee thereof) at the time it became a Holder or any subsequent time it
became a Disqualified Organization all payments made on such Residual
Certificate at and after either such times (and all costs and expenses,
including but not limited to attorneys' fees, incurred in connection
therewith). Any payment (not including any such costs and expenses) so
recovered by the Trustee shall be paid and delivered to the last preceding
Holder of such Residual Certificate.
If any purported transferee shall become a registered Holder of a
Residual Certificate in violation of the provisions of this Section
3.03(f), then upon receipt of written notice to the Trustee that the
registration of transfer of such Residual Certificate was not in fact
permitted by this Section 3.03(f), the last preceding Permitted Transferee
shall be restored to all rights as Holder thereof retroactive to the date
of such registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 3.03(f), for making any payment due on such Certificate to the
registered Holder thereof
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or for taking any other action with respect to such Holder under the
provisions of this Agreement so long as the transfer was registered upon
receipt of the affidavit described in the preceding paragraph of this
Section 3.03(f).
(g) Each Holder of a Residual Certificate, by such Holder's
acceptance thereof, shall be deemed for all purposes to have consented to
the provisions of this section.
Section 3.04. Cancellation of Certificates. Any Certificate
----------------------------
surrendered for registration of transfer or exchange shall be cancelled
and retained in accordance with normal retention policies with respect to
cancelled certificates maintained by the Trustee or the Certificate
Registrar.
Section 3.05. Replacement of Certificates. If (i) any Certificate
---------------------------
is mutilated and is surrendered to the Trustee or any Authenticating Agent
or (ii) the Trustee or any Authenticating Agent receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or the Authenticating Agent such
security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Depositor and any
Authenticating Agent that such destroyed, lost or stolen Certificate has
been acquired by a bona fide purchaser, the Trustee shall execute and the
Trustee or any Authenticating Agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and Certificate Principal
Amount. Upon the issuance of any new Certificate under this Section 3.05,
the Trustee and Authenticating Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee or the Authenticating Agent) connected therewith.
Any replacement Certificate issued pursuant to this Section 3.05 shall
constitute complete and indefeasible evidence of ownership in the
applicable Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 3.06. Persons Deemed Owners. Subject to the provisions of
---------------------
Section 3.09 with respect to Book-Entry Certificates, the Depositor, the
Trustee, the Certificate Registrar and any agent of any of them may treat
the Person in whose name any Certificate is registered upon the books of
the Certificate Registrar as the owner of such Certificate for the purpose
of receiving distributions pursuant to Sections 5.01 and 5.02 and for all
other purposes whatsoever, and neither the Depositor, the Trustee, the
Certificate Registrar nor any agent of any of them shall be affected by
notice to the contrary.
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Section 3.07. Temporary Certificates. (a) Pending the preparation
----------------------
of definitive Certificates, upon the order of the Depositor, the Trustee
shall execute and shall authenticate and deliver temporary Certificates
that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of
the definitive Certificates in lieu of which they are issued and with such
variations as the authorized officers executing such Certificates may
determine, as evidenced by their execution of such Certificates.
(b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After
the preparation of definitive Certificates, the temporary Certificates
shall be exchangeable for definitive Certificates upon surrender of the
temporary Certificates at the office or agency of the Trustee without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Trustee shall execute and authenticate and
deliver in exchange therefor a like aggregate Certificate Principal Amount
of definitive Certificates of the same Class in the authorized
denominations. Until so exchanged, the temporary Certificates shall in
all respects be entitled to the same benefits under this Agreement as
definitive Certificates of the same Class.
Section 3.08. Appointment of Paying Agent. The Trustee may appoint
---------------------------
a Paying Agent (which may be the Trustee) for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause
such Paying Agent to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee that such Paying
Agent will hold all sums held by it for the payment to Certificateholders
in an Eligible Account in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to the Certificateholders.
All funds remitted by the Trustee to any such Paying Agent for the purpose
of making distributions shall be paid to Certificateholders on each
Distribution Date and any amounts not so paid shall be returned on such
Distribution Date to the Trustee. If the Paying Agent is not the Trustee,
the Trustee shall cause to be remitted to the Paying Agent on or before
the Business Day prior to each Distribution Date, by wire transfer in
immediately available funds, the funds to be distributed on such
Distribution Date. Any Paying Agent shall be either a bank or trust
company or otherwise authorized under law to exercise corporate trust
powers.
Section 3.09. Book-Entry Certificates. (a) Each Class of
-----------------------
Book-Entry Certificates, upon original issuance, shall be issued in the form
of one or more typewritten Certificates representing
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the Book-Entry Certificates, to be delivered to The Depository Trust Company,
the initial Clearing Agency, by, or on behalf of, the Depositor. The
Book-Entry Certificates shall initially be registered on the Certificate
Register in the name of the nominee of the Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Book-Entry Certificates, except as
provided in Section 3.09(c). Unless Definitive Certificates have been
issued to Certificate Owners of Book-Entry Certificates pursuant to
Section 3.09(c):
(i) the provisions of this Section 3.09 shall be in full force
and effect;
(ii) the Depositor, the Paying Agent, the Registrar and the
Trustee may deal with the Clearing Agency for all purposes (including the
making of distributions on the Book-Entry Certificates) as the authorized
representatives of the Certificate Owners and the Clearing Agency shall be
responsible for crediting the amount of such distributions to the accounts
of such Persons entitled thereto, in accordance with the Clearing Agency's
normal procedures;
(iii) to the extent that the provisions of this Section 3.09
conflict with any other provisions of this Agreement, the provisions of
this Section 3.09 shall control; and
(iv) the rights of Certificate Owners shall be exercised only
through the Clearing Agency and the Clearing Agency Participants and shall
be limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency and/or the Clearing Agency
Participants. Unless and until Definitive Certificates are issued
pursuant to Section 3.09(c), the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive
and transmit distributions of principal of and interest on the Book-Entry
Certificates to such Clearing Agency Participants.
(b) Whenever notice or other communication to the Certificateholders
is required under this Agreement, unless and until Definitive Certificates
shall have been issued to Certificate Owners pursuant to Section 3.09(c),
the Trustee shall give all such notices and communications specified
herein to be given to Holders of the Book-Entry Certificates to the
Clearing Agency.
(c) If (i)(A) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-
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Entry Certificates, and (B) the Trustee or the Depositor is unable to locate
a qualified successor, (ii) the Depositor, at its option, advises the
Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of an Event of
Default, Certificate Owners representing beneficial interests aggregating
not less than 50% of the Class Certificate Principal Amount of a Class of
Book-Entry Certificates identified as such to the Trustee by an Officer's
Certificate from the Clearing Agency advise the Trustee and the Clearing
Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Certificate Owners of a Class of
Book-Entry Certificates, the Trustee shall notify or cause the Certificate
Registrar to notify the Clearing Agency to effect notification to all
Certificate Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to
Certificate Owners requesting the same. Upon surrender to the Trustee of
the Book-Entry Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the
Trustee shall issue the Definitive Certificates. Neither the Transferor
nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable, with respect to such
Definitive Certificates and the Trustee shall recognize the holders of the
Definitive Certificates as Certificateholders hereunder.
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
Section 4.01. Collection Account. (a) On the Closing Date, the
------------------
Trustee shall open and shall thereafter maintain an account held in trust
(the "Collection Account") in the name of the Trustee, entitled "The Chase
Manhattan Bank, N.A., as Trustee, in trust for the benefit of the Holders
of Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1." The Collection Account shall relate solely
to the Certificates issued by the Trust Fund hereunder, and funds in such
Collection Account shall not be commingled with any other monies.
(b) The Collection Account shall be an Eligible Account. If an
existing Collection Account ceases to be an Eligible
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Account, the Trustee shall establish a new Collection Account that is an
Eligible Account within 20 Business Days and transfer all funds on deposit in
such existing Collection Account into such new Collection Account.
(c) The Trustee shall deposit or cause to be deposited into the
Collection Account, no later than the Business Day following the Closing
Date, any amounts representing Scheduled Payments on the Mortgage Loans
due after the Cut-off Date but received by the Trustee from the Servicer
on or before the Cut-off Date. Thereafter, the Trustee shall deposit or
cause to be deposited in the Collection Account, on the Business Day
following receipt, unless such deposit is made via automated clearing
house, in which case such deposit shall occur within two Business Days of
receipt, the amounts remitted by the Servicer and required to be deposited
in Collection Account.
(d) Funds in the Collection Account may be invested in Eligible
Investments (selected by and at the written direction of the Trustee)
which shall mature not later than the earlier of (a) the Business Day
immediately preceding the next Distribution Date (except that if such
Eligible Investment is an obligation of the Trustee or the Paying Agent,
if other than the Trustee, and such Collection Account is maintained with
the Trustee or the Paying Agent, if other than the Trustee, then such
Eligible Investment shall mature not later than such applicable
Distribution Date) or (b) the day on which the funds in such Collection
Account are required to be deposited into the Certificate Account, and any
such Eligible Investment shall not be sold or disposed of prior to its
maturity. All such Eligible Investments shall be made in the name of the
Trustee (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be for the benefit of the Trustee
and shall be subject to its withdrawal or order from time to time, and
shall not be part of the Trust Fund. The amount of any losses incurred in
respect of any such investments shall be deposited in such Collection
Account by the Trustee out of its own funds immediately as realized. The
foregoing requirements for deposit in the Collection Account are
exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments of interest on funds in the
Custodial Accounts and payments in the nature of prepayment fees, late
payment charges or assumption fees need not be deposited by the Servicer
in the Collection Account to the extent provided in the Servicing
Agreement and may, if so provided in the Servicing Agreement, be retained
by the Servicer as additional servicing compensation.
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Section 4.02. Application of Funds in the Collection Account. The
----------------------------------------------
Trustee may, from time to time, make, or cause to be made, withdrawals
from the Collection Account for the following purposes:
(i) to pay to the Depositor or other applicable Person, with
respect to each Mortgage Loan or REO Property acquired in respect thereof
that has been repurchased by the Depositor pursuant to Article II or any
other provision hereof or purchased by any other applicable Person, all
amounts received thereon and not distributed on the date on which the
related repurchase was effected, and to pay to the applicable Person from
the Collection Account in which the proceeds of a particular Mortgage Loan
are deposited any Advances, Servicing Fee and expenses to the extent
specified in the definition of Purchase Price;
(ii) to deposit monies into the Certificate Account in the
amounts and in the manner provided for in Section 4.04;
(iii) to pay itself the Trustee Fee, and to make payment to
itself and others pursuant to any provision of this Agreement;
(iv) to withdraw funds deposited in error in the Collection
Account;
(v) to clear and terminate any Collection Account pursuant to
Section 7.02; and
(vi) to the extent provided in the Servicing Agreement, to
reimburse a successor Servicer out of the Collection Account into which
collections on the Mortgage Loan related to such expense relates (solely
in its capacity as successor Servicer), for any fee or advance occasioned
by a termination of the Servicer, and the assumption of such duties by the
Trustee or a successor Servicer appointed by the Trustee pursuant to
Section 6.14, in each case to the extent not reimbursed by the terminated
Servicer, it being understood, in the case of any such reimbursement or
payment, that the right of the Servicer or the Trustee thereto shall be
prior to the rights of the Certificateholders.
Section 4.03. Reports to Certificateholders. (a) On each
-----------------------------
Distribution Date, the Trustee shall deliver or cause to be delivered by
first class mail to each Holder of Certificates a written report setting
forth the following information, which information the Trustee will
determine no later than two Business Days prior to the Distribution Date
based on, with respect to the
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Mortgage Loans, data which the Servicer will provide to the Trustee or its
designee no later than the Remittance Date:
(i) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates (other than
any Class of Notional Certificates) allocable to principal on the Mortgage
Loans, including Liquidation Proceeds and Insurance Proceeds, stating
separately the amount attributable to scheduled principal payments and
unscheduled payments in the nature of principal;
(ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holder of each Class of Certificates (other than
any Class of Principal Only Certificates) allocable to interest;
(iii) the amount, if any, of any distribution to the Holder of
each Class of Residual Certificates;
(iv) the aggregate amount of any Advances made by or on behalf
of the Servicer included in the amounts actually distributed to the
Certificateholders;
(v) the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the close of business on the Due Date, after giving effect to
payments allocated to principal reported under clause (i) above;
(vi) the Class Certificate Principal Amount (or Aggregate
Notional Amount) of each Class of Certificates as of such Distribution
Date after giving effect to payments allocated to principal reported under
clause (i) above, separately identifying any reduction of any of the
foregoing Certificate Principal Amounts due to Realized Losses;
(vii) any Realized Losses realized with respect to the Mortgage
Loans (x) in the related Prepayment Period and (y) in the aggregate since
the Cut-off Date, stating separately the amount of Special Hazard Losses,
Fraud Losses and Bankruptcy Losses and the aggregate amount of such
Realized Losses, and the remaining Special Hazard Loss Amount, Fraud Loss
Amount and Bankruptcy Loss Amount;
(viii) the amount of the Servicing Fees paid during the Due Period
ending on the Due Date to which such distribution relates;
(ix) the number and Scheduled Principal Balance of Mortgage
Loans, as reported to the Trustee by the Servicer,
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(a) remaining outstanding (b) delinquent one month, (c) delinquent
two months, (d) delinquent three or more months, and (e) as to which
foreclosure proceedings have been commenced as of the close of business on
the Business Day preceding the Due Date to which such distribution
relates;
(x) the deemed Principal Balance of each REO Property as of the
close of business on the Business Day preceding the Due Date to which such
distribution relates;
(xi) with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the principal balance of
such Mortgage Loan and the number of such Mortgage Loans as of the close
of business on the Distribution Date in such preceding month;
(xii) with respect to substitution of Mortgage Loans in the
preceding calendar month, the Principal Balance of each Deleted Mortgage
Loan, and of each Qualifying Substitute Mortgage Loan;
(xiii) the Guaranteed Distributions for the Class A3 Certificates
for such Distribution Date and amounts in respect of the Guaranteed
Distributions paid under the Class A3 Policy;
(xiv) the aggregate outstanding Interest Shortfalls, if any, for
each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;
(xv) the Certificate Interest Rate applicable to such
Distribution Date with respect to each Class of Certificates;
(xvi) if applicable, the amount of any shortfall (i.e., the
difference between the aggregate amounts of principal and interest which
Certificateholders would have received if there were sufficient available
amounts in the Certificate Account and the amounts actually distributed);
and
(xvii) any other "loan-level" information for any Mortgage Loans
that are delinquent three or more months and any REO Property held by the
Trust that is reported by the Servicer to the Trustee.
In the case of information furnished pursuant to subclauses (i), (ii)
and (viii) above, the amounts shall be expressed as a dollar amount per
$1,000 of original principal amount of Certificates.
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(b) Upon the reasonable advance written request of any
Certificateholder that is a savings and loan, bank or insurance company,
the Trustee shall provide, or cause to be provided, to such
Certificateholder such reports and access to information and documentation
regarding the Mortgage Loans as such Certificateholder may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or its successor or other regulatory authorities with respect
to investment in the Certificates; provided, however, that the Trustee
-------- -------
shall be entitled to be reimbursed by such Certificateholder for such
Trustee's actual expenses incurred in providing such reports and access.
(c) Within 90 days, or such shorter period as may be required by
statute or regulation, after the end of each calendar year, the Trustee
shall send to each Person who at any time during the calendar year was a
Certificateholder of record, and make available to Certificate Owners
(identified as such by the Clearing Agency) in accordance with applicable
regulations, a report summarizing the items provided to Certificateholders
pursuant to Section 4.03(a) on an annual basis as may be required to
enable such Holders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on
each Class of Certificates and information regarding the expenses of the
Trust Fund.
Section 4.04. Certificate Account. (a) The Trustee shall establish
-------------------
and maintain in its name, as trustee, a special deposit trust account (the
"Certificate Account"), to be held in trust for the benefit of the
Certificateholders until disbursed pursuant to the terms of this
Agreement. The Certificate Account shall be an Eligible Account. If the
existing Certificate Account ceases to be an Eligible Account, the Trustee
shall establish a new Certificate Account that is an Eligible Account
within 20 Business Days and transfer all funds on deposit in such existing
Certificate Account into such new Certificate Account. The Certificate
Account shall relate solely to the Certificates issued hereunder and funds
in the Certificate Account shall be held separate and apart from and shall
not be commingled with any other monies including, without limitation,
other monies of the Trustee held under this Agreement.
(b) The Trustee shall cause to be deposited into the Certificate
Account on the Business Day preceding each Distribution Date (or if both
the Collection Account and the Certificate Account are maintained at the
same depository institution, on such Distribution Date) all amounts
distributable to Certificateholders on such date pursuant to Article V.
The Trustee shall make withdrawals from the Certificate Account only for
the following purposes:
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(i) to withdraw amounts deposited in the Certificate Account in
error;
(ii) to pay itself any investment income earned with respect to
funds in the Certificate Account invested in Eligible Investments as set
forth in subsection (c) below;
(iii) to make distributions to the Certificateholders and
Financial Security pursuant to Article V; and
(iv) to clear and terminate the Certificate Account pursuant to
Section 7.02.
(c) The Trustee shall invest, or cause to be invested, funds held in
the Certificate Account in Eligible Investments (which may be obligations
of the Trustee). All such investments must mature no later than the next
Distribution Date, and shall not be sold or disposed of prior to their
maturity. All such Eligible Investments will be made in the name of the
Trustee (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be compensation for the Trustee
and shall be subject to its withdrawal on order from time to time. The
amount of any losses incurred in respect of any such investments shall be
paid by the Trustee for deposit in the Certificate Account out of its own
funds immediately as realized.
Section 4.05. The Class A3 Reserve Fund. (a) The Trustee shall
-------------------------
establish and maintain the Class A3 Reserve Fund, which shall be an
Eligible Account into which there shall have been deposited the amount of
$2,000 on the Closing Date. No additional funds will be deposited in the
Class A3 Reserve Fund after the Closing Date. On each anniversary of the
Closing Date, the Trustee shall pay to Lehman Brothers Inc. upon written
request all interest that has accrued on the Class A3 Reserve Fund for
such prior year to the account directed by Lehman Brothers Inc. All funds
deposited in the Class A3 Reserve Fund shall be held in trust for the
benefit of the Holders of the Class A3 Certificates until withdrawn in
accordance with Section 5.02(d). The Class A3 Reserve Fund shall be an
"outside reserve fund" under the REMIC Provisions. Lehman Brothers Inc.
will be the beneficial owner of the Class A3 Reserve Fund for federal
income tax purposes.
(b) The Trustee shall from time to time make withdrawals from the
Class A3 Reserve Fund on behalf of the Trust Fund for the following
purposes:
(i) to withdraw from the Class A3 Reserve Fund an amount equal
to the lesser of (a) any Net Prepayment Interest Shortfalls allocable to
the Class A3 Certificates
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for the related Distribution Date, and (b) the amount on deposit in the
Class A3 Reserve Fund, and remit such amount to the Certificate Account
for distribution to the Class A3 Certificateholders on such Distribution
Date;
(ii) on the earlier of (a) the Distribution Date on which the
Class Certificate Amount of the Class A3 Certificates is reduced to zero
and (b) the termination of this Agreement pursuant to Section 7.01, to
clear and terminate the Class A3 Reserve Fund and to pay all amounts on
deposit therein to Lehman Brothers Inc. at the address supplied by it to
the Trustee for such purpose.
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
Section 5.01. Distributions Generally. (a) Subject to Section
-----------------------
7.01(b) respecting the final distribution on the Certificates, on each
Distribution Date the Trustee or the Paying Agent shall make distributions
in accordance with this Article V. Such distributions shall be made by
check mailed to each Certificateholder's address as it appears on the
Certificate Register of the Certificate Registrar (which shall initially
be the Trustee) or, upon written request made to the Trustee at least
three Business Days prior to the related Distribution Date to any
Certificateholder owning an aggregate initial Certificate Principal Amount
of at least $2,500,000, by wire transfer in immediately available funds to
an account specified in the request and at the expense of such
Certificateholder; provided, however, that the final distribution in
-------- -------
respect of any Certificate shall be made only upon presentation and
surrender of such Certificate at the Corporate Trust Office. Wire
transfers will be made at the expense of the Holder requesting such wire
transfer by deducting a wire transfer fee from the related distribution.
If the final payment of principal of a Residual Certificate is made at a
time when other Classes of Certificates remain outstanding, such final
payment of principal on such Residual Certificate will be made only upon
presentation of such Certificate at the Corporate Trust Office of the
Trustee for the notation on such Certificate that the principal amount of
such Certificate has been paid in full. Notwithstanding such final
payment of principal of any of the Certificates, the Residual Certificates
will remain outstanding until the termination of each REMIC and the
payment in full of all other amounts due with respect to the Residual
Certificates and at such time such final payment in retirement of any
Residual Certificates will be made only upon presentation and surrender of
such Certificate at the Corporate Trust Office of the Trustee or at the office
of the New
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York Presenting Agent. If any payment required to be made on the Certificates
is to be made on a day that is not a Business Day, then such payment will
be made on the next succeeding Business Day.
Payments to Financial Security shall be made by wire transfer of
immediately available funds.
(b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in
proportion to their respective initial Certificate Principal Amounts (or
initial Notional Amounts).
Section 5.02. Distributions from the Certificate Account. (a) On
------------------------------------------
each Distribution Date the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw from the Certificate Account the Available
Distribution Amount and shall distribute such amount to Financial Security
in payment of the Aggregate FSA Premium and to the Holders of record of
each Class of Certificates in the following order or priority:
(i) as long as no Financial Security Default exists, to
Financial Security, the Aggregate FSA Premium;
(ii) to each Class of Senior Certificates (other than any Class
of Principal Only Certificates), the Accrued Certificate Interest thereon
for such Distribution Date, as reduced by such Class's pro rata share
(determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for such
Distribution Date; provided, however, that any shortfall in available
amounts shall be allocated among such Classes in proportion to the amount
of Accrued Certificate Interest (as so reduced) otherwise distributable
thereon;
(iii) to each Class of Senior Certificates (other than any Class
of Principal Only Certificates), any related Interest Shortfall for such
Distribution Date; provided, however, that any shortfall in available
amounts shall be allocated among such Classes in proportion to the
Interest Shortfall for each such Class on such Distribution Date;
(iv) to each Class of Senior Certificates (other than any Class of
Notional Certificates), in reduction of the Class Certificate Principal
Amounts thereof, concurrently as follows:
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(A) to the Class A5 Certificates, the Group 2 Senior
Principal Distribution Amount for such Distribution Date, until the
Class Certificate Principal Amount thereof has been reduced to zero;
(B) to the Class A1, Class A2, Class A3, Class A4 and
Class R Certificates, the Group 1 Senior Principal Distribution
Amount for such Distribution Date in the following order of priority:
first, if such distribution occurs on or after May 25,
1999, to the Class A3 and Class A4 Certificates, pro rata in
proportion to their respective Class Certificate Principal
Amounts, an aggregate amount on such Distribution Date equal to
up to $30,000, until the Class Certificate Principal Amount of
each such Class has been reduced to zero;
second, to the Class A1 Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero;
third, to the Class A2 Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero;
fourth, pro rata in proportion to their respective
Class Certificate Principal Amounts, to the Class A3 and Class
A4 Certificates, until the Class Certificate Principal Amount of
each such Class has been reduced to zero; and
fifth, to the Class R Certificate, until the Class
Certificate Principal Amount thereof has been reduced to zero;
and
(C) to the Class AP Certificates, the Class AP Principal
Distribution Amount for such Distribution Date, until the Class
Certificate Principal Amount thereof has been reduced to zero;
(v) to the Class AP Certificates, the Class AP Deferred Amount
for such Distribution Date, up to an amount not to exceed the Subordinate
Principal Distribution Amount for such Distribution Date, until the Class
Certificate Principal Amount of such Class has been reduced to zero;
provided, that any such amounts distributed to the Class AP Certificates
pursuant to this clause (v) shall not reduce the Class Certificate
Principal Amount thereof;
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(vi) to the Class M Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such Class's
pro rata share (determined on the basis of Accrued Certificate Interest
otherwise distributable thereon) of any Net Prepayment Interest Shortfalls
for such Distribution Date;
(vii) to the Class M Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(viii) to the Class M Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the Class
Certificate Principal Amount thereof has been reduced to zero;
(ix) to the Class B1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for such
Distribution Date;
(x) to the Class B1 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xi) to the Class B1 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the Class
Certificate Principal Amount thereof has been reduced to zero;
(xii) to the Class B2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for such
Distribution Date;
(xiii) to the Class B2 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xiv) to the Class B2 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the Class
Certificate Principal Amount thereof has been reduced to zero;
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(xv) to the Class B3 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such Class's
pro rata share (determined on the basis of Accrued Certificate Interest
otherwise distributable thereon) of any Net Prepayment Interest Shortfalls
for such Distribution Date;
(xvi) to the Class B3 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xvii) to the Class B3 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the Class
Certificate Principal Amount thereof has been reduced to zero;
(xviii) to the Class B4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for such
Distribution Date;
(xix) to the Class B4 Certificates, any Interest Shortfall for such
Class on such Distribution Date;
(xx) to the Class B4 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the Class
Certificate Principal Amount thereof has been reduced to zero;
(xxi) to the Class B5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Class's pro rata
share (determined on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls for such
Distribution Date;
(xxii) to the Class B5 Certificates, any Interest Shortfall for such
Class on such Distribution Date; and
(xxiii) to the Class B5 Certificates, in reduction of the Class
Certificate Principal Amount thereof, such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(c), until the Class
Certificate Principal Amount thereof has been reduced to zero.
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Notwithstanding the foregoing, amounts otherwise distributable pursuant to
clauses (viii), (xi), (xiv), (xvii), (xx) and (xxiii) on any Distribution
Date shall be reduced, in inverse order of priority, by any amount
distributed pursuant to clause (v) on such date, such that such amount
distributed pursuant to clause (v) on such date shall be applied first to
reduce the amount distributable pursuant to clause (xxiii), and then, to
the extent of any excess, applied second, to reduce the amount
distributable pursuant to clause (xx), third, to reduce the amount
distributable pursuant to clause (xvii), fourth, to reduce the amount
distributable pursuant to clause (xiv), fifth, to reduce the amount
distributable pursuant to clause (xi) and sixth, to reduce the amount
distributable pursuant to clause (viii).
If, on any Distribution Date, after distributions have been made pursuant
to clauses (i), (ii) and (iii) above, the remaining Available Distribution
Amount is insufficient to make the full amount of distributions required
to be made pursuant to clause (iv) above, (1) the amount distributable to
the Class AP Certificates pursuant to clause (iv)(C) shall be equal to the
product of (x) the remaining Available Distribution Amount and (y) the
fraction, expressed as a percentage, the numerator of which is the Class
AP Principal Distribution Amount for such Distribution Date and the
denominator of which is the sum of such Class AP Principal Distribution
Amount and the Senior Principal Distribution Amount for such Distribution
Date, and (2) the amount distributable to the Senior Certificates other
than the Class AP Certificates pursuant to clauses (iv)(A) and (B) shall
be equal to the product of (x) the remaining Available Distribution Amount
and (y) the fraction, expressed as a percentage, the numerator of which is
the Senior Principal Distribution Amount for such Distribution Date and
the denominator of which is the sum of such Senior Principal Distribution
Amount and the Class AP Principal Distribution Amount for such
Distribution Date.
(b) If on any Distribution Date the Class Certificate Principal
Amounts of the Subordinate Certificates have each been reduced to zero,
the amounts distributable to the Senior Certificates other than the Class
AP Certificates pursuant to Sections 5.02(a)(iv)(A) and (B) for such
Distribution Date and each succeeding Distribution Date shall be allocated
among such Classes of Senior Certificates pro rata, on the basis of their
respective Class Certificate Principal Amounts immediately prior to such
Distribution Date, regardless of the priorities and amounts set forth in
Sections 5.02(a)(iv)(A) and (B).
(c) (i) If on any Distribution Date the Credit Support Percentage for
the Class M Certificates is less than the Original Credit Support
Percentage for such Class, then, notwithstanding
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anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made to the Class B1, Class B2, Class B3, Class B4
or Class B5 Certificates on such Distribution Date. (ii) If on any
Distribution Date the Credit Support Percentage for the Class B1 Certificates
is less than the Original Credit Support Percentage for such Class, then,
notwithstanding anything to the contrary in Section 5.02(a), no
distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount will be made to
the Class B2, Class B3, Class B4 or Class B5 Certificates on such
Distribution Date. (iii) If on any Distribution Date the Credit Support
Percentage for the Class B2 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in
clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made to the Class B3, Class B4 or Class B5
Certificates on such Distribution Date. (iv) If on any Distribution Date
the Credit Support Percentage for the Class B3 Certificates is less than
the Original Credit Support Percentage for such Class, then,
notwithstanding anything to the contrary in Section 5.02(a), no
distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount will be made to
the Class B4 or Class B5 Certificates on such Distribution Date. (iv) If
on any Distribution Date the Credit Support Percentage for the Class B4
Certificates is less than the Original Credit Support Percentage for such
Class, then, notwithstanding anything to the contrary in Section 5.02(a),
no distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount will be made to
the Class B5 Certificates on such Distribution Date.
Any amount not distributed to any Classes of Subordinate Certificates
on any Distribution Date pursuant to the immediately preceding paragraph
will be allocated among the remaining Classes of Subordinate Certificates
in proportion to their respective Class Certificate Principal Amounts.
(d) On each Distribution Date, the Trustee shall distribute the
amount withdrawn from the Class A3 Reserve Fund with respect to such
Distribution Date pursuant to Section 4.05, to the extent of funds on
deposit in the Class A3 Reserve Fund, and shall apply such funds to
distributions on the Class A3 Certificates, as interest thereon, in the amount
of any Net Prepayment Interest Shortfalls with respect to such Distribution
Date.
(e) On each Distribution Date, the Trustee shall distribute to the
Holder of the Class R Certificate any remaining Available
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Distribution Amount for such Distribution Date after application of all amounts
described in paragraph (a) of this Section 5.02. Any distributions pursuant to
this paragraph (e) shall not reduce the Class Certificate Principal Amount of
the Class R Certificate.
Section 5.03. Allocation of Realized Losses. (a) On any
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Distribution Date, the principal portion of each Realized Loss (other than
any Excess Loss) shall be allocated as follows:
(i) the applicable AP Percentage of the principal portion of any
such Realized Loss shall be allocated to the Class AP Certificates until
the Class Certificate Principal Amount thereof has been reduced to zero;
and
(ii) the applicable Non-AP Percentage of the principal portion of any
such Realized Loss shall be allocated in the following order of priority:
first, to the Class B5 Certificates until the Class Certificate
Principal Amount thereof has been reduced to zero;
second, to the Class B4 Certificates until the Class Certificate
Principal Amount thereof has been reduced to zero;
third, to the Class B3 Certificates until the Class Certificate
Principal Amount thereof has been reduced to zero;
fourth, to the Class B2 Certificates until the Class Certificate
Principal Amount thereof has been reduced to zero;
fifth, to the Class B1 Certificates until the Class Certificate
Principal Amount thereof has been reduced to zero;
sixth, to the Class M Certificates until the Class Certificate
Principal Amount thereof has been reduced to zero; and
seventh, to the Classes of Senior Certificates other than the
Class AP Certificates, pro rata, in accordance with their Class
Certificate Principal Amounts.
(b) With respect to any Distribution Date, the principal portion of
any Excess Loss shall be allocated as follows: (1)
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the AP Percentage of any such loss shall be allocated to the Class AP
Certificates, and (2) the Non-AP Percentage of any such loss shall be allocated
to each Class of Certificates other than the Class AP Certificates, pro rata,
based on the respective Class Certificate Principal Amounts thereof.
(c) Any Realized Losses allocated to a Class of Certificates
pursuant to Section 5.03(a) or (b) shall be allocated among the
Certificates of such Class in proportion to their respective Certificate
Principal Amounts. Any allocation of Realized Losses pursuant to this
paragraph (c) shall be accomplished by reducing the Certificate Principal
Amount of the related Certificates on the related Distribution Date in
accordance with Section 5.03(d).
(d) Realized Losses allocated in accordance with this Section 5.03
shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal
portion thereof, after giving effect to distributions made on such
Distribution Date, except that the aggregate amount of Realized Losses to
be allocated to the Class AP Certificates on such Distribution Date will
be taken into account in determining distributions in respect of any Class
AP Deferred Amount for such date.
(e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall effect a corresponding reduction in the
Certificate Principal Amount of the lowest ranking Class of outstanding
Subordinate Certificates, which reduction shall occur on such Distribution
Date after giving effect to distributions made on such Distribution Date.
Section 5.04. Trustee Advances. In the event that the Servicer
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fails for any reason to make an Advance required to be made by it pursuant
to the Servicing Agreement on or before the Remittance Date, the Trustee
shall, on or before the related Distribution Date, deposit in the
Certificate Account an amount equal to the excess of (a) Advances required
to be made by the Servicer that would have been deposited in such
Collection Account over (b) the amount of any Advance made by such
Servicer with respect to such Distribution Date; provided, however, that
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the Trustee shall be required to make such Advance only if it is not
prohibited by law from doing so and it has determined that such Advance
would be recoverable from amounts to be received with respect to such
Mortgage Loan, including Liquidation Proceeds, Insurance Proceeds, or
otherwise. The Trustee shall be entitled to be reimbursed from the
Certificate Account for Advances made by it pursuant to this Section 5.04 as
if it were the Servicer.
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Section 5.05. Distributions of Principal on Redemption Certificates.
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(a) Except as provided in subclauses (d) and (f) below, on each
Distribution Date on which distributions in reduction of the Class
Certificate Principal Amount of a Class of Redemption Certificates are
made, such distributions will be made in the following order of priority:
(i) any request by the personal representative of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common or other Person empowered to act
on behalf of such Deceased Holder upon his or her death, in an amount up
to but not exceeding $100,000 per request; and
(ii) any request by a Living Holder, in an amount up to but not
exceeding $10,000 per request.
Thereafter, distributions will be made as provided in clauses (i) and
(ii) above up to a second $100,000 and $10,000 per request, respectively.
This sequence of priorities will be repeated for each request for
principal distributions made by the Certificate Owners of a Class of
Redemption Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Amounts of Redemption Certificates presented on behalf of Deceased Holders
in accordance with the provisions of clause (i) above will be accepted in
the order of their receipt by the Clearing Agency. Requests for
distributions in reduction of the Certificate Principal Amounts of
Redemption Certificates presented in accordance with the provisions of
clause (ii) above will be accepted in the order of priority established by
the random lot procedures of the Clearing Agency after all requests with
respect to such Class presented in accordance with clause (i) have been
honored. All requests for distributions in reduction of the Class
Certificate Principal Amount of a Class of Redemption Certificates with
respect to any Distribution Date shall be made in accordance with Section
4.03(c) below and must be received by the Clearing Agency and forwarded
to, and received by, the Trustee no later than the close of business on
the related Record Date. Requests for distributions that are received by
the Clearing Agency and forwarded to the Trustee after the related Record
Date and requests, in either case, for distributions timely received but
not accepted with respect to any Distribution Date, will be treated as
requests for distributions in reduction of the Class Certificate Principal
Amount of the applicable Class of Redemption Certificates on the next
succeeding Distribution Date, and each succeeding Distribution Date thereafter,
until each such request is accepted or is withdrawn as provided in Section
5.05(c). Such requests as
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are not so withdrawn shall retain their order of priority without the need for
any further action on the part of the appropriate Certificate Owner of the
related Redemption Certificate, all in accordance with the procedures of the
Clearing Agency and the Trustee. Upon the transfer of beneficial ownership of
any Redemption Certificate, any distribution request previously submitted with
respect to such Certificate will be deemed to have been withdrawn only upon the
receipt by the Trustee of notification of such withdrawal using a form required
by the Clearing Agency.
Distributions in reduction of the Certificate Principal Amounts of
Redemption Certificates will be applied, in the aggregate, to such
Certificates in an amount equal to the portion of the Available
Distribution Amount distributable to the Redemption Certificates pursuant
to Section 5.02(a)(iv), plus any amounts available for distribution from
the applicable Rounding Account pursuant to Section 5.05(e), provided that
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the aggregate distribution in reduction of the Class Certificate Principal
Amount of any Class of Redemption Certificates on any Distribution Date is
made in an integral multiple of $1,000.
(b) A "Deceased Holder" is a Certificate Owner of a Redemption
Certificate who was living at the time such interest was acquired and
whose authorized personal representative, surviving tenant by the
entirety, surviving joint tenant or surviving tenant in common or other
Person empowered to act on behalf of such Certificate Owner upon his or
her death, causes to be furnished to the Trustee a certified copy of the
death certificate of such Certificate Owner and any additional evidence of
death required by and satisfactory to the Trustee and any tax waivers
requested by the Trustee. Redemption Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death of a
tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the Certificate Owner, and any Redemption Certificates so
beneficially owned will be eligible for priority with respect to
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates, subject to the limitations stated
above. Redemption Certificates beneficially owned by a trust will be
considered to be beneficially owned by each beneficiary of the trust to
the extent of such beneficiary's beneficial interest therein, but in no
event will a trust's beneficiaries collectively be deemed to be
Certificate Owners of a number of Individual Redemption Certificates greater
than the number of Individual Redemption Certificates of which such trust is
the beneficial owner. The death of a beneficiary of a trust will be deemed to
be the death of a Certificate Owner of the Redemption Certificates beneficially
owned by the trust to the
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extent of such beneficiary's beneficial interest in such trust. The death of an
individual who was a tenant by the entirety, joint tenant or tenant in common
in a tenancy that is the beneficiary of a trust will be deemed to be the death
of the beneficiary of the trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Redemption Certificates will be deemed to be the death of the
Certificate Owner of such Redemption Certificates regardless of the
registration of ownership of such Redemption Certificates, if such beneficial
interest can be established to the satisfaction of the Trustee. Such
beneficial interest will be deemed to exist in typical cases of street name
or nominee ownership, ownership by a trustee, ownership under the Uniform
Gifts to Minors Act and community property or other joint ownership
arrangements between a husband and wife. Beneficial interests shall
include the power to sell, transfer or otherwise dispose of a Redemption
Certificate and the right to receive the proceeds therefrom, as well as
interest and distributions in reduction of the Certificate Principal
Amounts of the Redemption Certificates payable with respect thereto. The
Trustee shall not be under any duty to determine independently the
occurrence of the death of any deceased Certificate Owner. The Trustee may
rely entirely upon documentation delivered to it pursuant to Section
5.05(a) in establishing the eligibility of any Certificate Owner to
receive the priority accorded Deceased Holders in Section 5.05(a).
(c) Requests for distributions in reduction of the Certificate
Principal Amount of a Redemption Certificate must be made by delivering a
written request therefor to the Clearing Agency Participant or Financial
Intermediary that maintains the account evidencing the Certificate Owner's
interest in such Redemption Certificate. Such Clearing Agency Participant
or Financial Intermediary should in turn make the request of the Clearing
Agency (or, in the case of an Financial Intermediary, such Financial
Intermediary should notify the related Clearing Agency Participant of such
request, which Clearing Agency Participant should make the request of the
Clearing Agency) on a form required by the Clearing Agency and provided to
the Clearing Agency Participant. Upon receipt of such request, the
Clearing Agency will date and time stamp such request and forward such
request to the Trustee. The Clearing Agency may establish such procedures
as it deems fair and equitable to establish the order of receipt of
requests for such distributions received by it on the same day. The
Trustee shall not be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Clearing Agency, a
Clearing Agency Participant or any Financial Intermediary.
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In the event that any requests for distributions in reduction of
the Certificate Principal Amount of Redemption Certificates are rejected
by the Trustee for failure to comply with the requirements of this Section
5.05, the Trustee shall return such requests to the appropriate Clearing
Agency Participant with a copy to the Clearing Agency with an explanation
as to the reason for such rejection.
The Trustee shall maintain a list of those Clearing Agency
Participants representing the Certificate Owners of Redemption
Certificates that have submitted requests for distributions in reduction
of the Certificate Principal Amount of such Redemption Certificates,
together with the order of receipt and the amounts of such requests. The
Trustee shall notify the Clearing Agency and the appropriate Clearing
Agency Participants as to which requests should be honored on each
Distribution Date. Requests shall be honored by the Clearing Agency in
accordance with the procedures, and subject to the priorities and
limitations, described in this Section 5.05. The exact procedures to be
followed by the Trustee and the Clearing Agency for purposes of
determining such priorities and limitations shall be those established
from time to time by the Trustee or the Clearing Agency, as the case may
be. The decisions of the Trustee and the Clearing Agency concerning such
matters shall be final and binding on all affected Persons.
Payments in reduction of the Certificate Principal Amounts of
Redemption Certificates shall be made on the applicable Distribution Date
and the Certificate Balances as to which such payments are made shall
cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs.
Any Certificate Owner of a Redemption Certificate that has
requested a distribution may withdraw its request by so notifying in
writing the Clearing Agency Participant or Financial Intermediary that
maintains such Certificate Owner's account. In the event that such
account is maintained by a Financial Intermediary, such Financial
Intermediary should notify the related Clearing Agency Participant which
in turn should forward the withdrawal of such request, on a form required
by the Clearing Agency, to the Trustee. If such notice of withdrawal of a
request for distribution has not been received by the Clearing Agency and
forwarded to the Trustee on or before the Record Date for the next
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of distributions in reduction of the
Certificate Principal Amount of such Redemption Certificate on such
Distribution Date.
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(d) To the extent, if any, that amounts available for distribution
in reduction of the Class Certificate Principal Amount of any Class of
Redemption Certificates on a Distribution Date exceed the dollar amount of
requests for distributions with respect to such Class that have been
received by the related Record Date, as provided in Section 5.05(c) above,
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates will be made by mandatory
distributions in reduction thereof. The Trustee shall notify the Clearing
Agency of the aggregate amount of the mandatory distribution in reduction
of the Class Certificate Principal Amount of such Class of Redemption
Certificates to be made on the next Distribution Date. The Clearing
Agency shall then allocate such aggregate amount among its Clearing Agency
Participants on a random lot basis. Each Clearing Agency Participant and,
in turn, each Financial Intermediary, will then select, in accordance with
its own procedures, Individual Redemption Certificates from among those
held in its accounts to receive mandatory distributions in reduction of
the Class Certificate Principal Amount of such Class of Redemption
Certificates, such that the total amount so selected is equal to the
aggregate amount of such mandatory distributions allocated to such
Clearing Agency Participant by the Clearing Agency and to such Financial
Intermediary by its related Clearing Agency Participant, as the case may
be. Clearing Agency Participants and Financial Intermediaries that hold
Redemption Certificates selected for mandatory distributions in reduction
of the Class Certificate Principal Amount thereof should provide notice of
such mandatory distributions to the affected Certificate Owners.
(e) On the Closing Date, a Rounding Account shall be established
with the Trustee for each Class of Redemption Certificates, and Lehman
Brothers Inc. shall cause to be initially deposited the sum of $999.99 in
each Rounding Account. On each Distribution Date on which a distribution
is made in reduction of the Class Certificate Principal Amount of a Class
of Redemption Certificates, funds on deposit in the applicable Rounding
Account shall be, to the extent needed, withdrawn by the Trustee and
applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class Certificate Principal Amount to be
made on such Redemption Certificates. Rounding of such distribution on
such Redemption Certificates shall be accomplished, on the first such
Distribution Date, by withdrawing from the applicable Rounding Account the
amount of funds, if any, needed to round the amount otherwise available
for such distribution in reduction of the Class Certificate Principal
Amount of such Class of Redemption Certificates upward to the next integral
multiple of $1,000. On each succeeding Distribution Date on which
distributions in reduction of the Class Certificate Principal Amount of such
Class
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of Redemption Certificates are to be made, the aggregate amount of such
distributions allocable to such Class of Redemption Certificates shall be
applied first to repay any funds withdrawn from the applicable Rounding Account
and not previously repaid, and then the remainder of such allocable amount, if
any, shall be similarly rounded upward and applied as distributions in
reduction of the Class Certificate Principal Amount of such Class of Redemption
Certificates; this process shall continue on succeeding Distribution Dates
until the Class Certificate Principal Amount of such Class of Redemption
Certificates has been reduced to zero. Each Rounding Account shall be an
"outside reserve fund" under the REMIC Provisions that is beneficially owned
for all federal income tax purposes by Lehman Brothers Inc. Lehman Brothers
Inc. will report all income, gain, deduction or loss with respect thereto. The
Trustee shall distribute interest earnings, if any, on amounts held in any
Rounding Account as such interest is earned pursuant to written instructions
from Lehman Brothers Inc. to the Trustee.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Class Certificate
Principal Amount of any Class of Redemption Certificates will reduce the
Class Certificate Principal Amount thereof to zero or in the event that
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates are made in accordance with the
provisions set forth in Section 5.05(f), an amount equal to the difference
between $999.99 and the sum then held in the applicable Rounding Account
shall be paid from the Available Distribution Amount for such Distribution
Date to such Rounding Account. Any funds then on deposit in such Rounding
Account shall be distributed to Lehman Brothers Inc.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on or after the
Credit Support Depletion Date, all distributions in reduction of the Class
Certificate Principal Amount of any Class of Redemption Certificates will
be made among the Holders of such Class of Certificates, pro rata, based
on their Certificate Principal Amounts, and will not be made in integral
multiples of $1,000 or pursuant to requested distributions or mandatory
distributions by random lot.
(g) In the event that Definitive Certificates representing any
Class of Redemption Certificates are issued pursuant to Section 3.09(c),
all requests for distributions or withdrawals of such requests relating to
such Class must be submitted to the Trustee, and the Trustee shall perform
the functions described in Section 5.05(a) through (c) using its own
procedures, which procedures shall, to the extent practicable, be
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consistent with the procedures described in Section 5.05(a) through (c).
Section 5.06. The Certificate Insurance Policy. (a) If, on the
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second Business Day before any Distribution Date, the Trustee determines
that the amount on deposit in the Certificate Account distributable to the
Class A3 Certificateholders pursuant to Section 5.02, together with any
amounts that may be distributable to the Class A3 Certificateholders from
the Class A3 Reserve Fund, will be insufficient to pay the Guaranteed
Distributions on such Distribution Date, the Trustee shall determine the
amount of any such deficiency and shall give notice to Financial Security
and the appropriate Fiscal Agent (as defined in the Class A3 Policy), if
any, by telephone or telecopy of the amount of such deficiency, confirmed
in writing by the Notice of Claim by 12:00 noon, New York City time on
such second Business Day. The Trustee's responsibility for delivering the
Notice of Claim to Financial Security as provided in the preceding
sentence is limited to the availability, timeliness and accuracy of the
information provided by the Servicer.
(b) In the event the Trustee receives a certified copy of an order
of the appropriate court that any scheduled payment of principal or
interest on a Class A3 Certificate has been voided in whole or in part as
a preference payment under applicable bankruptcy law, the Trustee shall
(i) promptly notify Financial Security, as appropriate, and the Fiscal
Agent, if any, and (ii) comply with the provisions of the Class A3 Policy
to obtain payment by Financial Security of such voided scheduled payment.
In addition, the Trustee shall mail notice to all Holders of the Class A3
Certificates so affected that, in the event that any such Holder's
scheduled payment is so recovered, such Holder will be entitled to payment
pursuant to the terms of the Class A3 Policy, a copy of which shall be
made available to such Holders by the Trustee. The Trustee shall furnish
to Financial Security and the appropriate Fiscal Agent, if any, its
records listing the payments on the affected Class A3 Certificate, if any,
that have been made by the Trustee and subsequently recovered from the
affected Holders, and the dates on which such payments were made by the
Trustee.
(c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish a separate special purpose trust
account in the name of the Trustee for the benefit of Holders of the Class
A3 Certificates (the "Class A3 Policy Payments Account") over which the
Trustee shall have exclusive control and sole right of withdrawal. The
Class A3 Policy Payments Account shall be an Eligible Account. The Trustee
shall deposit any amount paid under the Class A3 Policy into the Class A3
Policy Payments Account and distribute such amount only for
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the purposes of making payments to Holders of the Class A3 Certificates in
respect of the Guaranteed Distributions (or other amounts payable pursuant to
paragraph (b) above on the Class A3 Certificates by Financial Security pursuant
to the Class A3 Policy) for which the related claim was made under the
Policy. Such amounts shall be allocated by the Trustee to Holders of
Class A3 Certificates affected by such shortfalls in the same manner as
principal and interest distributions are to be allocated with respect to
such Certificates pursuant to Section 5.02. It shall not be necessary for
such payments to be made by checks or wire transfers separate from the
checks or wire transfers used to make regular payments hereunder with
funds withdrawn from the Certificate Account. However, any payments made
on the Class A3 Certificates from funds in the Class A3 Policy Payments
Account shall be noted as provided in subsection (e) below. Funds held in
the Class A3 Policy Payments Account shall not be invested by the Trustee.
(d) Any funds received from Financial Security for deposit into the
Class A3 Policy Payments Account pursuant to the Class A3 Policy in
respect of a Distribution Date or otherwise as a result of any claim under
such Class A3 Policy shall be applied by the Trustee directly to the
payment in full (i) of the Guaranteed Distributions due on such
Distribution Date on the Class A3 Certificates, or (ii) of other amounts
to which payments under the Class A3 Policy are to be applied. Funds
received by the Trustee as a result of any claim under the Class A3 Policy
shall be used solely for payment to the Holders of the Class A3
Certificates, respectively, and may not be applied for any other purpose,
including, without limitation, satisfaction of any costs, expenses or
liabilities of the Trustee or the Trust Fund. Any funds remaining in the
Class A3 Policy Payments Account on the first Business Day after each
Distribution Date shall be remitted promptly to Financial Security
pursuant to the written instruction of Financial Security.
(e) The Trustee shall keep complete and accurate records in respect
of (i) all funds remitted to it by Financial Security and deposited into
the Class A3 Policy Payments Account and (ii) the allocation of such funds
to (A) payments of interest on and principal in respect of any Class A3
Certificates, (B) Realized Losses allocated to the Class A3 Certificates
and (C) Net Prepayment Interest Shortfalls allocated to the Class A3
Certificates. Financial Security shall have the right to inspect such
records at reasonable times during normal business hours upon three
Business Days' prior notice to the Trustee.
(f) The Trustee acknowledges, and each Holder of a Class A3
Certificate by its acceptance of such Class A3 Certificate agrees, that,
without the need for any further action on the part
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of Financial Security or the Trustee, to the extent Financial Security makes
payments, directly or indirectly, on account of principal of or interest on any
Class A3 Certificates, Financial Security will be fully subrogated to the
rights of the Holders of such Class A3 Certificates to receive such principal
and interest from the Trust Fund. The Class A3 Certificateholders, by
acceptance of the Class A3 Certificates, assign their rights as Holders of
the Class A3 Certificates to the extent of Financial Security's interest
with respect to amounts paid under the Class A3 Policy. Anything herein
to the contrary notwithstanding, solely for purposes of determining
Financial Security's rights as subrogee for payments distributable
pursuant to Section 5.02, any payment with respect to distributions to the
Class A3 Certificates that is made with funds received pursuant to the
terms of the Class A3 Policy shall not be considered payment of the Class
A3 Certificates from the Trust Fund and shall not result in the
distribution or the provision for the distribution in reduction of the
Class Certificate Principal Amount of the Class A3 Certificates within the
meaning of Article V.
(g) Upon its becoming aware of the occurrence of an Event of
Default, the Trustee shall promptly notify Financial Security of such
Event of Default.
(h) The Trustee shall promptly notify Financial Security of either
of the following as to which it has actual knowledge: (A) the commencement
of any proceeding by or against the Depositor commenced under the United
States bankruptcy code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding")
and (B) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer (a "Preference
Claim") of any distribution made with respect to the Class A3 Certificates
as to which it has actual knowledge. Each Holder of a Class A3
Certificate, by its purchase of Class A3 Certificates, and the Trustee
hereby agree that Financial Security (so long as no Financial Security
Default exists) may at any time during the continuation of any proceeding
relating to a Preference Claim direct all matters relating to such
Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to any Preference Claim and (ii) the posting
of any surety, supersedeas or performance bond pending any such appeal.
In addition and without limitation of the foregoing, Financial Security
shall be subrogated to the rights of the Trustee and each Holder of a
Class A3 Certificate in the conduct of any Preference Claim, including,
without limitation, all rights of any party to an adversary proceeding action
with respect to any court order issued in connection with any such Preference
Claim.
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(i) The Trustee shall surrender the Class A3 Policy to Financial
Security for cancellation upon the expiration of the term of the Class A3
Policy as provided therein.
(j) With respect to this Section 5.06, (i) the terms "Receipt" and
"Received" shall mean actual delivery to Financial Security and Financial
Security's Fiscal Agent, if any, prior to 12:00 noon, New York City time,
on a Business Day; delivery either on a day that is not a Business Day or
after 12:00 noon, New York City time, shall be deemed to be Receipt on the
next succeeding Business Day. If any notice or certificate given under
the Policies by the Trustee is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been
Received. Financial Security or its Fiscal Agent, if any, shall promptly
so advise the Trustee and the Trustee may submit an amended notice and
(ii) "Business Day" means any day other than (A) a Saturday or Sunday or
(B) a day on which banking institutions in the City of New York, New York
are authorized or obligated by law or executive order to be closed.
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
Section 6.01. Duties of Trustee. (a) The Trustee, except during
-----------------
the continuance of an Event of Default, undertakes to perform such duties
and only such duties as are specifically set forth in this Agreement. Any
permissive right of the Trustee provided for in this Agreement shall not
be construed as a duty of the Trustee. If an Event of Default has
occurred and has not otherwise been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement and
use the same degree of care and skill in their exercise as a prudent
Person would exercise or use under the circumstances in the conduct of
such Person's own affairs unless the Trustee is acting as Servicer, in
which case it shall use the same degree of care and skill as the Servicer
under the Servicing Agreement.
(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 are in the form required by this Agreement;
provided, however, that the Trustee shall not be responsible for the
accuracy or content of any such resolution, certificate, statement,
opinion, report, document, order or other instrument furnished by the Servicer,
to the Trustee pursuant to this Agreement.
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(c) The Trustee shall not have any liability arising out of or in
connection with this Agreement, except for its negligence or willful
misconduct. No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:
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(i) 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 Holders of Certificates as provided in
Section 6.19 hereof;
(ii) For all purposes under this Agreement, the Trustee shall
not be deemed to have notice of any Event of Default (other than resulting
from a failure by the Servicer (i) to remit funds (or to make Servicing
Advances) or (ii) to furnish information to the Trustee when required to
do so by the Servicing Agreement) unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the
Corporate Trust Office, and such notice references the Holders of the
Certificates and this Agreement;
(iii) 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; and
(iv) The Trustee shall not be responsible for any act or
omission of the Servicer.
(d) The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which
may be alleged to have been delivered to or served upon it by the parties
as a consequence of the assignment of any Mortgage Loan hereunder;
provided, however, that the Trustee shall use its best efforts to remit to
the Servicer upon receipt any such complaint, claim, demand, notice or
other document (i) which is delivered to the Corporate Trust Office of the
Trustee, (ii) of which a Responsible Officer has actual knowledge, and
(iii) which contains information sufficient to permit the Trustee to make
a determination that the real property to which such document relates is a
Mortgaged Property.
(e) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in
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good faith in accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Agreement.
Section 6.02. Certain Matters Affecting the Trustee. Except as
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otherwise provided in Section 6.01:
(i) The Trustee may request, and may rely and shall be protected
in acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any advice of its
counsel or 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 advice or Opinion of
Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(iv) Unless an Event of Default shall have occurred and be
continuing, 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 (provided the same appears regular on its
face), unless requested in writing to do so by Holders of at least a
majority in Class Certificate Principal Amount (or Aggregate Notional
Amount) of each Class of Certificates; provided, however, that, if the
-------- -------
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to
proceeding. The reasonable expense
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thereof shall be paid by the Holders requesting such investigation; and
(v) 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, which agents or attorneys shall have any or all of
the rights, powers, duties and obligations of the Trustee conferred on
them by such appointment provided that the Trustee shall continue to be
responsible for its duties and obligations hereunder.
Section 6.03. Trustee Not Liable for Certificates. The Trustee
-----------------------------------
makes no representations as to the validity or sufficiency of this
Agreement or of the Certificates (other than the certificate of
authentication on the Certificates) or of any Mortgage Loan, or related
document save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and
binding obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (A) applicable
bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally, and (B) general
principles of equity regardless of whether such enforcement is considered
in a proceeding in equity or at law. The Trustee shall not be accountable
for the use or application by the Depositor of funds paid to the Depositor
in consideration of the assignment of the Mortgage Loans to the Trust Fund
by the Depositor or for the use or application of any funds deposited into
the Collection Account, the Certificate Account or any other fund or
account maintained with respect to the Certificates.
Section 6.04. Trustee May Own Certificates. The Trustee and any
----------------------------
Affiliate or agent of the Trustee in its individual or any other capacity
may become the owner or pledgee of Certificates and may transact banking
and trust with the other parties hereto with the same rights it would have
if it were not Trustee or such agent.
Section 6.05. Eligibility Requirements for Trustee. The Trustee
------------------------------------
hereunder shall at all times be (i) an institution insured by the FDIC and
(ii) a corporation or national banking association, organized and doing
business under the laws of any State or the United States of America,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority,
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then, for the purposes of this Section, the combined capital and surplus of
such corporation or national banking association 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 provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
6.06.
Section 6.06. Resignation and Removal of Trustee. (a) The Trustee
----------------------------------
may at any time resign and be discharged from the trust hereby created by
giving written notice thereof to the Depositor. Upon receiving such
notice of resignation, the Depositor will promptly appoint a successor
trustee by written instrument, 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 shall have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign
after written request therefor by the Depositor, (ii) 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, (iii) a tax is imposed or threatened with respect to the
Trust Fund by any state in which the Trustee or the Trust Fund held by the
Trustee is located, or (iv) the continued use of the Trustee would result
in a downgrading of the rating by the Rating Agencies of any Class of
Certificates with a rating (in the case of the Class A3 Certificates,
determined without regard to the Class A3 Policy), then the Depositor may
remove the Trustee and appoint a successor trustee by written instrument,
one copy of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee.
(c) The Holders of more than 50% of the Class Certificate Principal
Amount (or Aggregate Notional Amount) of each Class of Certificates may at
any time upon 30 days' written notice to the Trustee and to the Depositor
remove the Trustee by such written instrument, signed by such Holders or
their attorney-in-fact duly authorized, one copy of which instrument shall
be delivered to the Depositor and one copy to the Trustee so removed; the
Depositor shall thereupon use its best efforts to appoint a mutually
acceptable successor trustee in accordance with this Section.
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(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 6.07.
Section 6.07. Successor Trustee. (a) Any successor trustee
-----------------
appointed as provided in Section 6.06 shall execute, acknowledge and
deliver to the Depositor and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and documents and statements related to each
Mortgage Files held by it hereunder, and shall duly assign, transfer,
deliver and pay over to the successor trustee the entire Trust Fund,
together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and
such of the record or copies thereof maintained by the predecessor trustee
in the administration hereof as may be requested by the successor trustee
and shall thereupon be discharged from all duties and responsibilities
under this Agreement. In addition, the predecessor trustee shall execute
and deliver such other instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm 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 appointment such successor trustee
shall be eligible under the provisions of Section 6.05.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to the Rating
Agencies. The expenses of such mailing shall be borne by the Depositor.
Section 6.08. Merger or Consolidation of Trustee. Any Person into
----------------------------------
which the Trustee may be merged or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Persons succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, without the
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execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding, provided that
such Person shall be eligible under the provisions of Section 6.05.
Section 6.09. Appointment of Co-Trustee, Separate Trustee or
----------------------------------------------
Custodian. (a) Notwithstanding any other provisions hereof, at any time,
- ---------
the Trustee, the Depositor or the Certificateholders evidencing more than
50% of the Class Certificate Principal Amount (or Aggregate Notional
Amount) of each Class of Certificates shall each have the power from time
to time to appoint one or more Persons to act either as co-trustees
jointly with the Trustee, or as separate trustees, or as custodians, for
the purpose of holding title to, foreclosing or otherwise taking action
with respect to any Mortgage Loan outside the state where the Trustee has
its principal place of business where such separate trustee or co-trustee
is necessary or advisable under the laws of any state in which a property
securing a Mortgage Loan is located or for the purpose of otherwise
conforming to any legal requirement, restriction or condition in any state
in which a property securing a Mortgage Loan is located or in any state in
which any portion of the Trust Fund is located. The separate Trustees,
co-trustees, or custodians so appointed shall be trustees or custodians
for the benefit of all the Certificateholders and shall have such powers,
rights and remedies as shall be specified in the instrument of
appointment; provided, however, that no such appointment shall, or shall
-------- -------
be deemed to, constitute the appointee an agent of the Trustee. The
obligation of the Trustee to make Advances pursuant to Section 5.04 and
6.14 hereof shall not be affected or assigned by the appointment of a
co-trustee.
(b) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;
(ii) all other 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,
co-trustee, or custodian 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
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Fund or any portion thereof in any such jurisdiction, shall be exercised
and performed by such separate trustee, co-trustee, or custodian;
(iii) no trustee or custodian hereunder shall be personally
liable by reason of any act or omission of any other trustee or custodian
hereunder; and
(iv) the Trustee or the Certificateholders evidencing more than
50% of the Aggregate Voting Interests of the Certificates may at any time
accept the resignation of or remove any separate trustee, co-trustee or
custodian, so appointed by it or them, if such resignation or removal does
not violate the other terms of this Agreement.
(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, co-trustee or custodian shall refer to
this Agreement and the conditions of this Article VI. 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, co-trustee or custodian 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, co-trustee or custodian shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights,
remedies and trusts shall vest in and be exercised by the Trustee, to the
extent permitted by law, without the appointment of a new or successor
trustee.
(e) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under
Section 6.05 hereunder and no notice to Certificateholders of the
appointment shall be required under Section 6.07 hereof.
(f) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.
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(g) The Trustee shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified
in Section 6.12 hereof (which compensation shall not reduce any
compensation payable to the Trustee under such Section).
Section 6.10. Authenticating Agents. (a) The Trustee may appoint
---------------------
one or more Authenticating Agents which shall be authorized to act on
behalf of the Trustee in authenticating Certificates. Wherever reference
is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent must be a corporation organized and doing business under the laws of
the United States of America or of any state, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or
state authorities.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which any Authenticating
Agent shall be a party, or any Person succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and
the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect
as if originally named as Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this
Section 6.10. No Authenticating Agent shall have responsibility or
liability for any action taken by it as
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such at the direction of the Trustee. Any Authenticating Agent shall be
entitled to reasonable compensation for its services and, if paid by the
Trustee, it shall be a reimbursable expense pursuant to Section 6.12.
Section 6.11. Indemnification of Trustee. The Trustee and its
--------------------------
directors, officers, employees and agents shall be entitled to
indemnification from the Trust Fund, to the extent that the provisions in
the Servicing Agreement for indemnification of the Trustee (as
"Purchaser") are not applicable, for any loss, liability or expense
incurred in connection with any legal proceeding and incurred without
negligence or willful misconduct on their part, arising out of, or in
connection with, the acceptance or administration of the trusts created
hereunder, including the costs and expenses of defending themselves
against any claim in connection with the exercise or performance of any of
their powers or duties hereunder, provided that:
(i) the Trustee has first made reasonable efforts to enforce
any applicable provisions in the Servicing Agreement for indemnification
or reimbursement of the Trustee (as "Purchaser") by the Servicer;
(ii) with respect to any such claim, the Trustee shall have
given the Depositor and the Holders written notice thereof promptly after
the Trustee shall have knowledge thereof;
(iii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Depositor in preparing such
defense; and
(iv) notwithstanding anything to the contrary in this Section 6.11,
the Trust Fund shall not be liable for settlement of any such claim by
the Trustee entered into without the prior consent of the Depositor, which
consent shall not be unreasonably withheld.
The provisions of this Section 6.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee and shall be
construed to include, but not be limited to any loss, liability or expense
under any environmental law.
Section 6.12. Fees and Expenses of Trustee. The Trustee shall be
----------------------------
entitled to receive, and is authorized to pay to itself the amount of income
or gain earned from the investment of funds in the Certificate Account and the
Collection Account. The Trustee shall be entitled to reimbursement of expenses
to the extent provided in Section 10.01(c)(i) from either the Collection
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Account or the Certificate Account. The provisions of this Section 6.12 shall
survive any termination of this Agreement.
Section 6.13. Collection of Monies. Except as otherwise expressly
--------------------
provided in this Agreement, the Trustee may demand payment or delivery of,
and shall receive and collect, all money and other property payable to or
receivable by the Trustee pursuant to this Agreement. The Trustee shall
hold all such money and property received by it as part of the Trust Fund
and shall distribute it as provided in this Agreement. If the Trustee
shall not have timely received amounts to be remitted with respect to the
Mortgage Loans from the Servicer, the Trustee shall request the Servicer
to make such distribution as promptly as practicable or legally permitted.
If the Trustee shall subsequently receive any such amount, it may withdraw
such request.
Section 6.14. Trustee To Act; Appointment of Successor. (a) If an
----------------------------------------
Event of Default shall occur, then, in each and every case, subject to
applicable law, so long as any such Event of Default shall not have been
remedied within any period of time prescribed by the Servicing Agreement,
the Trustee by notice in writing to the Servicer may, and shall, if so
directed by Certificateholders evidencing more than 50% of the Class
Certificate Principal Amount (or Aggregate Notional Amount) of each Class
of Certificates, terminate all of the rights and obligations of the
Servicer under the Servicing Agreement and in and to the Mortgage Loans
and the proceeds thereof. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer, and only in its
capacity as Servicer under the Servicing Agreement, whether with respect
to the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee pursuant to and under the terms of the Servicing Agreement; and
the Trustee is hereby authorized and empowered to execute and deliver, on
behalf of the defaulting Servicer as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise.
If any Event of Default shall occur, the Trustee shall promptly
notify the Rating Agencies of the nature and extent of such Event of
Default. The Trustee shall immediately give written notice to the Servicer
upon such Servicer's failure to remit funds on the Remittance Date.
(b) On and after the time the Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the
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Trustee receives the resignation of the Servicer evidenced by an Opinion of
Counsel pursuant to the applicable provision of the Servicing Agreement,
the Trustee, unless another servicer shall have been appointed, shall be
the successor in all respects to the Servicer in its capacity as such
under this Agreement and the transactions set forth or provided for herein
and shall have all the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Servicer under the applicable Servicing
Agreement, including the obligation to make Advances; provided, however,
that any failure to perform such duties or responsibilities caused by the
Servicer's failure to provide information required by a Servicing
Agreement shall not be considered a default by the Trustee hereunder. In
addition, the Trustee shall have no responsibility for any act or omission
of the Servicer prior to the issuance of any notice of termination. In
the Trustee's capacity as such successor, the Trustee shall have the same
limitations on liability herein granted to the Servicer. As compensation
therefor, the Trustee shall be entitled to receive all compensation
payable to the Servicer under the Servicing Agreement, including the
applicable portion of the related Servicing Fee.
(c) Notwithstanding the above, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution servicer, master
servicer, servicer or mortgage servicing institution having a net worth of
not less than $15,000,000 and meeting such other standards for a successor
servicer as are set forth in the Servicing Agreement, as the successor to
such Servicer in the assumption of all of the responsibilities, duties or
liabilities of a servicer, like the Servicer. Any entity designated by
the Trustee as a successor Servicer may be an Affiliate of the Trustee;
provided, however, that, unless such Affiliate meets the net worth
- -------- -------
requirements and other standards set forth herein for a successor
servicer, the Trustee, in its individual capacity shall agree, at the time
of such designation, to be and remain liable to the Trust Fund for such
Affiliate's actions and omissions in performing its duties hereunder. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however,
-------- -------
that no such compensation shall be in excess of that permitted to the
Servicer. The Trustee and such successor shall take such actions, consistent
with this Agreement, as shall be necessary to effectuate any such succession
and may make other arrangements with respect to the servicing to be conducted
hereunder which are not inconsistent herewith. The Servicer shall cooperate
with the Trustee and any
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successor servicer in effecting the termination of the Servicer's
responsibilities and rights hereunder including, without limitation, notifying
Mortgagors of the assignment of the servicing functions and providing the
Trustee and successor servicer, as applicable, all documents and records in
electronic or other form reasonably requested by it to enable it to assume the
Servicer's functions hereunder and the transfer to the Trustee or such
successor servicer, as applicable, all amounts which shall at the time be or
should have been deposited by the Servicer in the Collection Account and any
other account or fund maintained with respect to the Certificates or thereafter
be received with respect to the Mortgage Loans. Neither the Trustee nor any
other successor servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Servicer to deliver,
or any delay in delivering, cash, documents or records to it, (ii) to
cooperate as required by the Servicing Agreement, (iii) to deliver the
Mortgage Loan data to the Trustee as required by the Servicing Agreement
or (iv) restrictions imposed by any regulatory authority having
jurisdiction over the Servicer.
Section 6.15. Additional Remedies of Trustee Upon Event of Default.
----------------------------------------------------
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 6.14, shall have the right, in its own name
and as trustee of an express trust, to take all actions now or hereafter
existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and
remedies, of the Certificateholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by
this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such
right or remedy or shall be deemed to be a waiver of any Event of Default.
Section 6.16. Waiver of Defaults. 35% or more of the Aggregate
------------------
Voting Interests of Certificateholders may waive any default or Event of
Default by the Servicer in the performance of its obligations under the
Servicing Agreement except that a default in the making of any required
deposit to the Collection Account which would result in a failure of the
Trustee to make any required payment of principal of or interest on the
Certificates may only be waived with the consent of the affected
Certificateholders. Upon any such waiver of a past default, such
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default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived.
Section 6.17. Notification to Holders. Upon termination of the
-----------------------
Servicer or appointment of a successor Servicer, in each case as provided
herein, the Trustee shall promptly mail notice thereof by first class mail
to the affected Certificateholders at their respective addresses appearing
on the Certificate Register. The Trustee shall also, within 45 days after
the occurrence of any Event of Default known to the Trustee, give written
notice thereof to affected Certificateholders, unless such Event of
Default shall have been cured or waived prior to the issuance of such
notice and within such 45-day period.
Section 6.18. Directions by Certificateholders and Duties of Trustee
------------------------------------------------------
During Event of Default. Subject to the provisions of Section 8.01
- -----------------------
hereof, during the continuance of any Event of Default, Holders of
Certificates evidencing not less than 25% of the Class Certificate
Principal Amount (or Aggregate Notional Amount) of each Class of
Certificates may direct 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; provided,
--------
however, that the Trustee shall be under no obligation to pursue any such
- -------
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (i) the conducting or defending
of any administrative action or litigation hereunder or in relation hereto
and (ii) the terminating of the Servicer or any successor servicer from
its rights and duties as servicer hereunder) at the request, order or
direction of any of the Certificateholders, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against
the cost, expenses and liabilities which may be incurred therein or
thereby; and, provided further, that, subject to the provisions of Section
-------- -------
8.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee, in accordance with an Opinion of Counsel,
determines that the action or proceeding so directed may not lawfully be
taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be
unjustly prejudicial to the non-assenting Certificateholders.
Section 6.19. Action Upon Certain Failures of the Servicer and Upon
-----------------------------------------------------
Event of Default. In the event that the Trustee shall have actual
- ----------------
knowledge of any failure of the Servicer, which would become an Event of
Default upon the Servicer's failure to remedy the same after notice, the
Trustee shall give notice thereof to
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the Servicer. For all purposes of this Agreement, in the absence of actual
knowledge by a Responsible Officer of the Trustee, the Trustee shall not be
deemed to have knowledge of any failure of the Servicer or any other Event of
Default unless notified thereof in writing by the Servicer or by a
Certificateholder.
Section 6.20. Appointment of Custodian. (a) The Trustee may
------------------------
appoint a custodian (the "Custodian") to hold all or a portion of the
Mortgage Files as agent for the Trustee. Subject to the other provisions
of this Article VI, the Trustee agrees to enforce the terms and provisions
of Sections 2.01 and 2.02 hereof against the Custodian for the benefit of
the Certificateholders. The Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $10,000,000, shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File and shall
not be the Depositor or any Affiliate of the Depositor. Each Custodian
shall be subject to the same obligations and standard of care as are
imposed on the initial Custodian hereunder in connection with the
retention of Mortgage Files. The appointment of a Custodian shall not
relieve the Trustee from any of its obligations hereunder.
(b) The Trustee hereby appoints Norwest Bank Minnesota, N.A. as
Custodian. In connection therewith, the Custodian shall as agent for the
Trustee:
(i) hold and maintain the Mortgage Files, in trust, for the
exclusive use and benefit of Certificateholders;
(ii) segregate the Mortgage Files and keep them separate and apart
from the Custodian's own assets;
(iii) maintain accurate records with respect to the Mortgage
Files;
(iv) hold and maintain the Mortgage Files with the Custodian's
trust department in secure fireproof facilities;
(v) not take any action or omit to take early action with respect
to any Mortgage File that would constitute bad faith, willful misfeasance
or negligence on the Custodian's part;
(vi) not make early claim with respect to all or any portion of
the Mortgage Files and not take or omit to take any action (other than as
expressly provided herein or in any written instructions from the Trustee
in accordance herewith) which action or omission would permit any lien or
security interest to attach thereto;
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(vii) not surrender possession of all or any portion of the Mortgage
Files except in accordance herewith or otherwise to the Trustee;
(viii) deliver all or any portion of the Mortgage Files to or at the
direction of the Trustee as and when directed by the Trustee in accordance
herewith; and
(ix) take all such other actions as are required and refrain from all
actions prohibited by the provisions hereof.
Notwithstanding the foregoing, if at any time the long-term debt
rating of the Custodian assigned by either Rating Agency falls below "A-,"
the Trustee shall remove Norwest Bank Minnesota, N.A. as Custodian.
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
Section 7.01. Termination of Trust Fund Upon Repurchase or
--------------------------------------------
Liquidation of All Mortgage Loans. (a) The obligations and
- ---------------------------------
responsibilities of the Trustee created hereby (other than the obligation
of the Trustee to make payments to Certificateholders as set forth in
Section 7.02), shall terminate on the earlier of (i) the final payment or
other liquidation of the last Mortgage Loan remaining in the Trust Fund
and the disposition of all REO Property and (ii) the sale of the property
held by the Trust Fund in accordance with Section 7.01(b); provided,
--------
however, that in no event shall the Trust Fund created hereby continue
- -------
beyond the earlier of (i) the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James's, living on the date
hereof, and (ii) the Latest Possible Maturity Date. Any termination of
the Trust Fund shall be carried out in such a manner so that the
termination of each REMIC included therein shall qualify as a "qualified
liquidation" under the REMIC Provisions.
(b) On any Distribution Date occurring after the date on which the
aggregate Scheduled Principal Balance of the Mortgage Loans is less than
5% of the Cut-off Date Aggregate Principal Balance, the Depositor may
cause the Trust Fund to adopt a plan of complete liquidation pursuant to
Section 7.03(a)(i) hereof to sell all of its property. The property of
the Trust Fund shall be sold at a price (the "Termination Price") equal
to: (i) 100% of the unpaid principal balance of each Mortgage Loan on the
day
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of such purchase plus interest accrued thereon at the applicable
Mortgage Rate with respect to any Mortgage Loan to the Due Date
immediately preceding the related Distribution Date to the date of such
repurchase and (ii) the fair market value of any REO Property and any
other property held by any REMIC, such fair market value to be determined
by an appraiser or appraisers mutually agreed upon by the Servicer and the
Trustee.
Section 7.02. Procedure Upon Termination of Trust Fund. (a) Notice
----------------------------------------
of any termination pursuant to the provisions of Section 7.01(a),
specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to
Certificateholders mailed no later than the later of five Business Days
after the Trustee has received notice from the Depositor of its intent to
exercise its right to cause the termination of the Trust Fund pursuant to
Section 7.01(b) or the final payment or other liquidation of the last
Mortgage Loan or REO Property in the Trust Fund. Such notice shall
specify (A) the Distribution Date upon which final distribution on the
Certificates and final payment to Financial Security of all amounts
required to be distributed to it pursuant to Section 5.02 will be made
upon presentation and surrender of the Certificates at the Corporate Trust
Office, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified. The Trustee shall give such notice to the
Certificate Registrar at the time such notice is given to Holders of the
Certificates. Upon any such termination, the duties of the Certificate
Registrar with respect to the Certificates shall terminate and the Trustee
shall terminate the Collection Account it maintains, the Certificate
Account and any other account or fund maintained with respect to the
Certificates, subject to the Trustee's obligation hereunder to hold all
amounts payable to Certificateholders in trust without interest pending
such payment.
(b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified
in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice any Certificates shall not
have been surrendered for cancellation, the Trustee may take appropriate steps
to contact the remaining Certificateholders concerning surrender of such
Certificates, and the cost thereof shall be paid out of the amounts
distributable to such Holders. If within two years after the second
notice any Certificates shall not have been surrendered for cancellation,
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the Trustee shall, subject to applicable state law relating to
escheatment, hold all amounts distributable to such Holders for the
benefit of such Holders. No interest shall accrue on any amount held by
the Trustee and not distributed to a Certificateholder due to such
Mortgage Certificateholder's failure to surrender its Certificate(s) for
payment of the final distribution thereon in accordance with this Section.
Section 7.03. Additional Trust Fund Termination Requirements. (a)
----------------------------------------------
The Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Trustee seeks, and subsequently
receives, an Opinion of Counsel, addressed to the Trustee to the effect
that the failure of the Trust Fund to comply with the requirements of this
Section 7.03 will not (i) result in the imposition of taxes on any REMIC
under the REMIC Provisions or (ii) cause any REMIC established hereunder
to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within 89 days prior to the time of the making of the final
payment on the Certificates, the Trustee (upon notification by the
Depositor that it intends to exercise its option to cause the termination
of the Trust Fund) shall adopt a plan of complete liquidation of the Trust
Fund on behalf of each REMIC, meeting the requirements of a qualified
liquidation under the REMIC Provisions;
(ii) The sale of the assets of the Trust Fund pursuant to
Section 7.02 shall be a sale for cash and shall occur at or after the
time of adoption of such a plan of complete liquidation and prior to the
time of making of the final payment on the Certificates;
(iii) On the date specified for final payment of the Certificates,
the Trustee shall make final distributions of principal and interest on
the Certificates in accordance with Section 5.02 and, after payment of,
or provision for any outstanding expenses, distribute or credit, or cause
to be distributed or credited, to the Holder of the Class R Certificate
all cash on hand after such final payment (other than cash retained to
meet claims), and the Trust Fund (and each REMIC) shall terminate at that
time; and
(iv) In no event may the final payment on the Certificates or the
final distribution or credit to the Holder of the Class R Certificate be
made after the 89th day from the date on which the plan of complete
liquidation is adopted.
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(b) By its acceptance of a Residual Certificate, each Holder
thereof hereby (i) authorizes the Trustee to take such action as may be
necessary to adopt a plan of complete liquidation of the related REMIC and
(ii) agrees to take such other action as may be necessary to adopt a plan
of complete liquidation of the related REMIC, which authorization shall be
binding upon all successor Residual Certificateholders.
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
Section 8.01. Limitation on Rights of Holders. (a) The death or
-------------------------------
incapacity of any Certificateholder shall not operate to terminate this
Agreement or this Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of this Trust Fund,
nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Except as otherwise expressly provided
herein, no Certificateholder, solely by virtue of its status as a
Certificateholder, shall have any right to vote or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations
of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates evidencing not less
than 25% of the Class Certificate Principal Amount (or Aggregate Notional
Amount) of Certificates of each Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given such
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Trustee during such sixty-day period by such Certificateholders; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement, except in the
manner herein provided and for the benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 8.02. Access to List of Holders. (a) If the Trustee is not
-------------------------
acting as Certificate Registrar, the Certificate Registrar will furnish or
cause to be furnished to the Trustee, within fifteen days after receipt by
the Certificate Registrar of a request by the Trustee in writing, a list,
in such form as the Trustee may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent
Record Date.
(b) If three or more Holders (hereinafter referred to as
"Applicants") apply in writing to the Trustee, and such application states
that the Applicants desire to communicate with other Holders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Applicants propose
to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, afford such Applicants reasonable access
during the normal business hours of the Trustee to the most recent list of
Certificateholders held by the Trustee or shall, as an alternative, send,
at the Applicants' expense, the written communication proffered by the
Applicants to all Certificateholders at their addresses as they appear in
the Certificate Register.
(c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor,
the Certificate Registrar and the Trustee that neither the Depositor, the
Certificate Registrar nor the Trustee shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
Section 8.03. Acts of Holders of Certificates. (a) Any request,
-------------------------------
demand, authorization, direction, notice, consent,
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waiver or other action provided by this Agreement to be given or taken by
Holders or Certificate Owner, if the Holder is a Clearing Agency, may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the
Trustee. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agents shall be
sufficient for any purpose of this Agreement and conclusive in favor of
the Trustee, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments or deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Whenever such execution is by an officer of a
corporation or a member of a partnership on behalf of such corporation or
partnership, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual
executing the same, may also be proved in any other manner which the
Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee) shall be proved by
the Certificate Register, and neither the Trustee nor the Depositor shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Trustee in reliance thereon, whether or not notation of such action
is made upon such Certificate.
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ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 9.01. Trustee To Retain Possession of Certain Documents.
-------------------------------------------------
The Trustee (or its custodian, if any, as directed by the Trustee), shall
retain possession and custody of the originals of the Primary Mortgage
Insurance Policies or certificates of insurance, if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to
time as contemplated by this Agreement. Until all amounts distributable
in respect of the Certificates have been distributed in full, the Trustee
(or its custodian) shall also retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions
of this Agreement; provided, that documents relating to any Additional
Collateral may be held by a custodian on behalf of the Trustee.
Section 9.02. Preparation of Tax Returns and Other Reports. (a)
--------------------------------------------
The Trustee shall prepare or cause to be prepared on behalf of the Trust
Fund, based upon the information furnished by the Servicer or calculated
by the Trustee in accordance with this Agreement pursuant to instructions
given by the Depositor, and shall file federal tax returns and appropriate
state income tax returns and such other returns as may be required by
applicable law relating to the Trust Fund and shall forward copies to the
Depositor of all such returns and Form 1099 information and such other
information within the control of the Trustee as the Depositor may
reasonably request in writing, and shall forward to each Certificateholder
such forms and furnish such information within the control of the Trustee
as are required by the Code and the REMIC Provisions to be furnished to
them, and will prepare and disseminate to Certificateholders Form 1099s
(or otherwise furnish information within the control of the Trustee) to
the extent required by applicable law.
(b) The Trustee shall prepare and file with the Internal Revenue
Service ("IRS"), on behalf of the Trust Fund, an application on IRS Form
SS-4.
(c) The Trustee shall prepare and file electronically with the
Securities and Exchange Commission monthly current reports on Form 8-K on
behalf of the Trust Fund, as may be required by applicable law or
regulation, based upon information supplied by the Servicer.
(d) The Trustee will prepare and file electronically with the
Securities and Exchange Commission Form 10-Ks and Form 10-Qs (if
necessary) on behalf of the Trust Fund, as may be required by applicable
law or regulation. The Depositor agrees to use its
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best efforts to seek an exemption (if such an exemption is required) from
continuing filing requirements after the period during which such filings
are required under the Securities Exchange Act of 1934.
Section 9.03. Release of Mortgage Files. (a) Upon becoming aware
-------------------------
of the payment in full of any Mortgage Loan, or upon receipt by the
Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes for payment to Certificateholders on
the next Distribution Date, the Servicer will immediately notify the
Trustee by a certification (which certification shall include a statement
to the effect that all amounts received in connection with such payment
that are required to be deposited in the Collection Account maintained by
the Trustee pursuant to Section 4.01 have been or will be so deposited) of
a Servicing Officer and shall request the Trustee (or its custodian) to
deliver to the Servicer the related Mortgage File. Upon receipt of such
certification and request, the Trustee (or its custodian) shall promptly
release the related Mortgage File to the Servicer and the Trustee shall
have no further responsibility with regard to such Mortgage File. Upon
any such payment in full, the Trustee authorizes the Servicer to give, as
agent for the Trustee, as the mortgagee under the Mortgage that secured
the Mortgage Loan, an instrument of satisfaction (or assignment of
mortgage without recourse) regarding the Mortgaged Property subject to the
Mortgage, which instrument of satisfaction or assignment, as the case may
be, shall be delivered to the Person or Persons entitled thereto against
receipt therefor of such payment, it being understood and agreed that no
expenses incurred in connection with such instrument of satisfaction or
assignment, as the case may be, shall be chargeable to the Collection
Account.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with Accepted Servicing
Practices, the Trustee shall execute such documents as shall be prepared
and furnished to the Trustee by the Servicer (in form reasonably
acceptable to the Trustee) and as are necessary to the prosecution of any
such proceedings. The Trustee shall, upon request of the Servicer and
delivery to the Trustee (or its custodian) of a trust receipt signed by a
Servicing Officer substantially in the form of Exhibit C, release the
related Mortgage File held in its possession or control to the Servicer.
Such trust receipt shall obligate the Servicer to return the Mortgage File
to the Trustee (or its custodian) when the need therefor by the Servicer
no longer exists unless the Mortgage Loan shall be liquidated, in which
case, upon receipt of a certificate of a Servicing Officer similar to that
specified above, the trust receipt shall be released by the Trustee (or
its custodian) to the Servicer.
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(c) The Trustee covenants and agrees that it will comply with
all relevant laws and regulations governing the custody, processing,
release and delivery of the Mortgage Loan documents within its possession
or control.
ARTICLE X
REMIC ADMINISTRATION
Section 10.01. REMIC Administration. (a) An election will be made
--------------------
(by the Trustee on behalf of the REMIC) to treat the Trust Fund as a REMIC
under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued.
For the purposes of such election, the Certificates other than the Class R
Certificate shall be designated as the "regular interests" in the REMIC
and the Class R Certificate shall be designated as the "residual interest"
in the REMIC.
(b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 86OG(a)(9) of the Code.
(c) The Trustee shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i)
such expenses are ordinary or routine expenses, including expenses of a
routine audit but not expenses of litigation (except as described in
(ii)); or (ii) such expenses or liabilities (including taxes and
penalties) are attributable to the negligence or willful misconduct of the
Trustee in fulfilling its duties hereunder (including its duties as tax
return preparer).
(d) The Trustee shall prepare, sign, and file all of each REMIC's
federal and state tax and information returns as such REMIC's direct
representative. The expenses of preparing and filing such returns shall
be borne by the Trustee.
(e) The Trustee or its designee shall perform on behalf of each
REMIC all reporting and other tax compliance duties that are the
responsibility of such REMIC under the Code, the REMIC Provisions, or
other compliance guidance issued by the Internal Revenue Service or any
state or local taxing authority. Among its other duties, if required by
the Code, the REMIC Provisions, or other such guidance, the Trustee shall
provide (i) to the
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Treasury or other governmental authority such information as is necessary for
the application of any tax relating to the transfer of a Residual Certificate
to any disqualified person or organization and (ii) to the
Certificateholders such information or reports as are required by the Code
or REMIC Provisions.
(f) The Trustee and the Holders of Certificates shall take any
action or cause each REMIC to take any action necessary to create or
maintain the status of such REMIC as a REMIC under the REMIC Provisions
and shall assist each other as necessary to create or maintain such
status. Neither the Trustee nor the Holder of any Residual Certificate
shall take any action, cause any REMIC to take any action or fail to take
(or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of such REMIC as a REMIC or (ii) result in the imposition of a
tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth on Section 860G(d) of the Code) (either
such event, an "Adverse REMIC Event") unless the Trustee 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 endanger such
status or result in the imposition of such a tax. In addition, prior to
taking any action with respect to a REMIC or the assets therein, or
causing such REMIC to take any action, which is not expressly permitted
under the terms of this Agreement, any Holder of a Residual Certificate
will consult with the Trustee or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with
respect to such REMIC, and no such Person shall take any such action or
cause such REMIC to take any such action as to which the Trustee has
advised it in writing that an Adverse REMIC Event could occur.
(g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the
Holder of the Residual Certificate in such REMIC or, if no such amounts
are available, out of other amounts held in the Collection Account, and
shall reduce amounts otherwise payable to holders of regular interests in
such REMIC, as the case may be.
(h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each REMIC on a calendar year and on an
accrual basis.
106
<PAGE>
(i) No additional contributions of assets shall be made to any
REMIC, except as expressly provided in this Agreement with respect to
eligible substitute mortgage loans if permitted by the Servicing
Agreement.
(j) The Trustee shall not enter into any arrangement by which any
REMIC will receive a fee or other compensation for services.
Section 10.02. Prohibited Transactions and Activities. Neither the
--------------------------------------
Depositor nor the Trustee shall sell, dispose of, or substitute for any of
the Mortgage Loans, except in a disposition pursuant to (i) the
foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of each REMIC pursuant to Article VII of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or
(v) a repurchase of Mortgage Loans pursuant to Article II of this
Agreement, nor acquire any assets for any REMIC, nor sell or dispose of
any investments in the Certificate Account for gain, nor accept any
contributions to any REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition,
substitution, or acceptance will not (a) affect adversely the status of
such REMIC as a REMIC or of the Certificates other than the Residual
Certificates as the regular interests therein, (b) affect the distribution
of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund
(except pursuant to the provisions of this Agreement) or (d) cause such
REMIC to be subject to a tax on prohibited transactions or prohibited
contributions pursuant to the REMIC Provisions.
Section 10.03. Indemnification with Respect to Certain Taxes and
-------------------------------------------------
Loss of REMIC Status. In the event that any REMIC fails to qualify as a
- --------------------
REMIC, loses its status as a REMIC, or incurs federal, state or local
taxes as a result of a prohibited transaction or prohibited contribution
under the REMIC Provisions due to the negligent performance by the Trustee
of its duties and obligations set forth herein, the Trustee shall
indemnify the Holder of the related Residual Certificate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting
from such negligence; provided, however, that the Trustee shall not be
-------- -------
liable for any such Losses attributable to the action or inaction of the
Depositor, or the Holder of such Residual Certificate, as applicable, nor
for any such Losses resulting from misinformation provided by the Holder
of such Residual Certificate on which the Trustee has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies
of the Holder of such Residual Certificate now or
107
<PAGE>
hereafter existing at law or in equity. Notwithstanding the foregoing,
however, in no event shall the Trustee have any liability (1) for any
actions or omission which is taken in accordance with and in compliance
with the express terms of, or which is expressly permitted by the terms
of, this Agreement, (2) for any losses other than arising out of a
negligent performance by the Trustee of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on
the Certificates).
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Binding Nature of Agreement; Assignment. This
---------------------------------------
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section 11.02. Entire Agreement. This Agreement contains the entire
----------------
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of
the terms hereof.
Section 11.03. Amendment. (a) This Agreement may be amended from
---------
time to time by the Depositor and the Trustee, without notice to or the
consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause
the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Certificates, the
Trust Fund or this Agreement in any Offering Document; or to correct or
supplement any provision herein which may be inconsistent with any other
provisions herein, (iii) to make any other provisions, with respect to
matters or questions arising under this Agreement or (iv) to add, delete,
or amend any provisions to the extent necessary or desirable to comply
with any requirements imposed by the Code and the REMIC Provisions. No
such amendment effected pursuant to the preceding sentence shall, as
evidenced by an Opinion of Counsel, adversely affect the status of any
REMIC created pursuant to this Agreement, nor shall such amendment
affected pursuant to clause (iii) of such sentence adversely affect in any
material respect the interests of any Holder. Prior to entering into any
amendment without the consent of
108
<PAGE>
Holders pursuant to this paragraph, the Trustee may require an Opinion of
Counsel (at the expense of the party requesting such amendment) to the
effect that such amendment is permitted under this paragraph. Any such
amendment shall be deemed not to adversely affect in any material respect
any Holder, if the Trustee receives written confirmation from each Rating
Agency that such amendment will not cause such Rating Agency to reduce the
then current rating assigned to the Certificates (in the case of the Class
A3 Certificates, determined without regard to the Class A3 Policy) (and
any Opinion of Counsel requested by the Trustee in connection with any
such amendment may rely expressly on such confirmation as the basis
therefor).
(b) This Agreement may also be amended from time to time by the
Depositor and the Trustee with the consent of the Holders of not less than
66-2/3% of the Class Certificate Principal Amount of each Class of
Certificates affected thereby for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders;
provided, however, that no such amendment shall be made unless the Trustee
receives an Opinion of Counsel, at the expense of the party requesting the
change, that such change will not adversely affect the status of any REMIC
as a REMIC or cause a tax to be imposed on such REMIC; and provided
further, that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of, payments received on Mortgage Loans, which are
required to be distributed on any Certificate without the consent of the
Holder of such Certificate or (ii) reduce the aforesaid percentages of
Class Certificate Principal Amount (or Aggregate Notional Amount) of
Certificates of each Class, the Holders of which are required to consent
to any such amendment without the consent of the Holders of 100% of the
Class Certificate Principal Amount (or Aggregate Notional Amount) of each
Class of Certificates affected thereby.
(c) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and to the Rating Agencies.
(d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Holders shall be subject to such
reasonable regulations as the Trustee may prescribe.
Section 11.04. Voting Rights. Except to the extent that the consent
-------------
of all affected Certificateholders is required
109
<PAGE>
pursuant to this Agreement, with respect to any provision of this
Agreement requiring the consent of Certificateholders representing
specified percentages of aggregate outstanding Certificate Principal
Amount, Certificates owned by the Depositor, the Trustee or the Servicer
or Affiliates thereof are not to be counted so long as such Certificates
are owned by the Depositor, the Trustee or the Servicer or Affiliates
thereof.
Section 11.05. Rule 144A Information. For so long as any of the
---------------------
Certificates of any Series or Class are "restricted securities" within the
meaning of Rule 144(a)(3) under the Act, each of the Depositor and the
Trustee agree to cooperate with each other to provide to any
Certificateholders and to any prospective purchaser of Certificates
designated by such Certificateholder, upon the request of such
Certificateholder or prospective purchaser, any information required to be
provided to such holder or prospective purchaser to satisfy the condition
set forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket
expenses incurred by the Trustee in providing such information shall be
reimbursed by the Depositor.
Section 11.06. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN NEW YORK.
Section 11.07. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given
when received by (a) in the case of the Depositor, Structured Asset
Securities Corporation, 200 Vesey Street, New York, New York 10285,
Attention: President, and (b) in the case of the Trustee, 4 Chase
MetroTech Center, 3rd Floor, Brooklyn, New York 11245, Attention: Global
Trust Services, or as to each party such other address as may hereafter be
furnished by such Party to the other parties in writing. Any notice
required or permitted to be mailed to a Holder shall be given by first
class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice.
Section 11.08. Severability of Provisions. If any one or more of
--------------------------
the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity
110
<PAGE>
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
Section 11.09. Indulgences; No Waivers. Neither the failure nor any
-----------------------
delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with
respect to any other occurrence. No waiver shall be effective unless it
is in writing and is signed by the party asserted to have granted such
waiver.
Section 11.10. Headings Not To Affect Interpretation. The headings
-------------------------------------
contained in this Agreement are for convenience of reference only, and
they shall not be used in the interpretation hereof.
Section 11.11. Benefits of Agreement. Nothing in this Agreement or
---------------------
in the Certificates, express or implied, shall give to any Person, other
than the parties to this Agreement and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right,
power, remedy or claim under this Agreement, except to the extent
specified in Section 11.14.
Section 11.12. Special Notices to the Rating Agencies. (a) The
--------------------------------------
Depositor shall give, prompt notice to the Rating Agencies of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 11.03;
(ii) the appointment of any successor to any Servicer pursuant to
Section 6.14; and
(iii) the making of a final payment pursuant to Section 7.02.
(b) All notices to the Rating Agencies provided for this
Section shall be in writing and sent by first class mail, telecopy or
overnight courier, as follows:
111
<PAGE>
If to Fitch, to:
Fitch Investors Service, L.P.
1201 East 7th Street
Powell, Wyoming 82435
Attention: Residential Mortgage Surveillance
If to S&P, to:
Standard & Poor's Ratings Services
26 Broadway, 15th floor
New York, New York 10004
Attention: Residential Mortgages
(c) The Trustee shall deliver to the Rating Agencies reports
prepared pursuant to Section 4.03.
Section 11.13. Counterparts. This Agreement may be executed in one
------------
or more counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument.
Section 11.14. Matters Relating to the Certificate Insurance Policy.
----------------------------------------------------
(a) By accepting its Certificate, each Class A3 Certificateholder agrees
that unless a Financial Security Default exists, Financial Security shall
have the right to exercise all rights of the Class A3 Certificateholders
under this Agreement without any further consent of the Class A3
Certificateholders, including, without limitation:
(i) the right to give notices of breach or to terminate the rights
and obligations of the Servicer as Servicer pursuant to Section 6.14;
(ii) the right to direct the actions of the Trustee during the
continuance of an Event of Default pursuant to Sections 6.14 and 6.15;
(iii) the right to consent to or direct any waivers of Events of
Default; and
(iv) the right to remove the Trustee pursuant to Section 6.06.
In addition, each Class A3 Certificateholder agrees that, unless a
Financial Security Default exists, the rights specifically set forth above
may be exercised by the Class A3 Certificateholders only with the prior
written consent of Financial Security; provided, that such consent shall
not be required if Financial Security is furnished with either (i) an
112
<PAGE>
Opinion of Counsel to the effect that such amendment will not adversely
affect in any material respect the interests of Financial Security or (ii)
a letter from each Rating Agency stating that such amendment will not
result in the downgrade or withdrawal of the rating then assigned to the
Class A3 Certificates without regard to the guaranty provided by the Class
A3 Policy.
(b) Unless a Financial Security Default exists, the Trustee shall
not agree to any amendment pursuant to Section 11.03 without the prior
written consent of Financial Security, which consent shall not be
unreasonably withheld.
(c) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to the
Class A3 Certificateholders shall also be sent, and any report or
statement sent by the Servicer to the Trustee in accordance with the
Servicing Agreement shall be sent by the Trustee, to Financial Security at
the following address:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President, Surveillance Dept.
or such other address as Financial Security may hereafter furnish to the
Depositor and the Trustee
(d) Financial Security shall be a third-party beneficiary of this
Agreement, entitled to enforce the provisions hereof as if a party hereto.
(e) No purchase of the property of the Trust Fund pursuant to
Section 7.01(b) shall occur if such purchase would result in a draw on the
Class A3 Policy, unless Financial Security has consented to such purchase.
113
<PAGE>
IN WITNESS WHEREOF, the Depositor and the Trustee have caused their
names to be signed hereto by their respective officers hereunto duly
authorized as of the day and year first above written.
STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor
By: /s/ Prue Larocca
-----------------------------
Name: Prue Larocca
Title: Vice President
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By: /s/ James J. Fevola
-----------------------------
Name: James J. Fevola
Title: Second Vice President
<PAGE>
EXHIBIT B-1
-----------
FORM OF TRUSTEE INITIAL CERTIFICATION
-----------------
Date
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
RE: Trust Agreement (the "Trust Agreement"), dated as of April 1,
---------------
1996 between Structured Asset Securities Corporation, as Depositor,
and The Chase Manhattan Bank, N.A., as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1
Ladies and Gentlemen:
In accordance with Section 2.02(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Trustee, hereby
certifies that it (or its custodian) has received the documents listed in
Section 2.01(b) of the Trust Agreement for each Mortgage File pertaining
to each Mortgage Loan listed on Schedule A, to the Trust Agreement,
subject to any exceptions noted on Schedule I hereto.
Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Trust
Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Trust Agreement and the Trust Agreement sections
cross-referenced therein.
((Custodian), on behalf of)
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By:______________________________
Name:
Title:
B-1-1
<PAGE>
EXHIBIT B-2
-----------
FORM OF TRUSTEE INTERIM CERTIFICATION
--------------------
(date)
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
RE: Trust Agreement (the "Trust Agreement"), dated as of April 1,
1996 between Structured Asset Securities Corporation, as Depositor
and The Chase Manhattan Bank, N.A., as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1
Ladies and Gentlemen:
In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attachment hereto) it (or its custodian) has
received:
(i) the original Mortgage Note endorsed at the direction of the
Seller and the Depositor by the originator without recourse to the Trust
Agreement to the order of the Trustee;
(ii) with respect to any Mortgage Loan other than a Cooperative
Loan, an original or certified copy of the duly executed assignment from
the originator to the Trustee of the Mortgage;
(iii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording indicated
thereon; or, if, in connection with any Mortgage Loan, the Depositor (or
the Servicer or any of its correspondents, at the direction of the Seller
and the Depositor) cannot deliver the Mortgage with evidence of recording
thereon on or prior to the Closing Date because of a delay caused by the
public recording office where such Mortgage has been delivered for
recordation or because such Mortgage has been lost, the Depositor (or the
Servicer or its correspondents or the Servicer, at the direction of the
Seller and the Depositor) shall deliver or cause to be delivered to the
Trustee a photocopy of such
B-2-1
<PAGE>
Mortgage (certified by the Servicer or its correspondents to be a true and
complete copy);
(iv) if applicable, the original intervening assignments
("Intervening Assignments"), as may be necessary to show a complete chain
of title to the Mortgage from the originator to the Trustee at the
direction of the Seller and the Depositor;
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original lender's Title Insurance Policy or a written commitment
to issue such Title Insurance Policy or, in lieu thereof, a copy of an
attorney's title opinion, certificate or other evidence of title;
(vi) the original of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loans (as and to
the extent of those Mortgage Loans specifically identified by the related
Servicer to be subject to any assumption, modification or substitution
pursuant to clause (C) of Section 2.02(b) of the Trust Agreement) or, as
to any assumption, modification or substitution agreement which cannot be
delivered on or prior to the Closing Date because of a delay caused by the
public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy of
such assumption, modification or substitution agreement;
(vii) with respect to any Cooperative Mortgage Loan, the original
Cooperative Loan Documents; and
(viii) the original additional collateral pledge and security
agreement executed in connection with each pledge of Additional
Collateral, assigned to the Trustee.
The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan
listed on the attachment hereto, it has reviewed the documents listed
above and has determined that each such document appears regular on its
face and appears to relate to the Mortgage Loan identified in such
document.
B-2-2
<PAGE>
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement including,
but not limited to, Section 2.02(b).
((Custodian), on behalf of)
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By:_______________________________
Name:
Title:
B-2-3
<PAGE>
EXHIBIT B-3
-----------
FORM OF TRUSTEE FINAL CERTIFICATION
----------------------
(Date)
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Trust Agreement (the "Trust Agreement"), dated as of April 1,
1996 between Structured Asset Securities Corporation, as Depositor
and The Chase Manhattan Bank, N.A., as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1
Ladies and Gentlemen:
In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attachment hereto) it (or its custodian) has
received:
(i) the original Mortgage Note endorsed without recourse in
proper form to the order of the Trustee;
(ii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, a duly executed Assignment of Mortgage;
(iii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, the original recorded Mortgage with evidence of recording
indicated thereon; or, if, in connection with any Mortgage Loan, the
Depositor (or the Servicer or any of its correspondents, at the direction
of the Seller and the Depositor) cannot deliver the Mortgage with evidence
of recording thereon because such Mortgage has been lost, the Depositor
(or the Servicer or its correspondents, at the direction of the Seller and
Depositor) shall deliver or cause to be delivered to the Trustee, a
photocopy of such Mortgage (certified by the Servicer or its
correspondents to be a true and correct copy) together with a written
Opinion of Counsel acceptable to the Trustee and the Depositor that an
original recorded Mortgage is not required to enforce the Trustee's
interest in the Mortgage Loan;
B-3-1
<PAGE>
(iv) if applicable, such original intervening assignments
("Intervening Assignments"), as may be necessary to show a complete chain
of title to the Mortgage from the originator to the Trustee at the
direction of the Seller and the Depositor; or, as to any such Intervening
Assignment which cannot be delivered because such Intervening Assignment
has been lost, a written Opinion of Counsel acceptable to the Trustee and
the Depositor that such original Intervening Assignment is not required to
enforce the Trustee's interest in the Mortgage Loans.
(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original lender's Title Insurance Policy or a written commitment
to issue such Title Insurance Policy or, in lieu thereof, a copy of such
Title Insurance Policy;
(vi) the original of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loans (as and to
the extent of those Mortgage Loans specifically identified by the Servicer
to be subject to any assumption, modification or substitution pursuant to
clause (C) of Section 2.02(b) of the Trust Agreement);
(vii) with respect to any Cooperative Mortgage Loan, the original
Cooperative Loan Documents; and
(viii) the original additional collateral pledge and security
agreement executed in connection with each pledge of Additional
Collateral, assigned to the Trustee.
The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan
listed on the attachment hereto, it has reviewed the documents listed
above and has determined that each such document appears to be complete
and, based on an examination of such documents, the information set forth
in the Mortgage Loan Schedule is correct.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement.
((Custodian), on behalf of)
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By:________________________________
Name:
Title:
B-3-2
<PAGE>
EXHIBIT B-4
-----------
FORM OF ENDORSEMENT
Pay to the order of The Chase Manhattan Bank, N.A., as trustee (the
"Trustee") under a Trust Agreement dated as of April 1, 1996, between
Structured Asset Securities Corporation, as Depositor, and the Trustee
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1, without recourse.
__________________________________
(current signatory on note)
By:_______________________________
Name:
Title:
B-4-1
<PAGE>
EXHIBIT C
---------
TRUST RECEIPT
----------------------
(Date)
(Addressed to Trustee
or, if applicable, custodian)
In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of 1, 199
---------------
___________________________________________________________________
between Structured Asset Securities Corporation, as Depositor, and you,
as Trustee (the "Trust Agreement"), the undersigned Servicer hereby
requests a release of the Mortgage File held by you as Trustee with
respect to the following described Mortgage Loan for the reason indicated
below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The Servicer hereby certifies that
all amounts received in connection with the loan have been or will be
credited to the Collection Account or the Certificate Account (whichever
is applicable) pursuant to the Trust Agreement.)
2. Mortgage Loan repurchased. (The Servicer hereby certifies that the
Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust
Agreement.)
3. Mortgage Loan substituted. (The Servicer hereby certifies that a
Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Mortgage File pursuant to the Trust Agreement.)
4. The Mortgage Loan is being foreclosed.
5. Other. (Describe)
C-1
<PAGE>
The undersigned acknowledges that the above Mortgage File will be
held by the undersigned in accordance with the provisions of the Trust
Agreement and will be returned to you within ten (10) days of our receipt
of the Mortgage File, except if the Mortgage Loan has been paid in full,
or repurchased or substituted for a Qualifying Substitute Mortgage Loan
(in which case the Mortgage File will be retained by us permanently) and
except if the Mortgage Loan is being foreclosed (in which case the
Mortgage File will be returned when no longer required by us for such
purpose).
Capitalized terms used herein shall have the meanings ascribed to
them in the Trust Agreement.
__________________________________
(Name of Servicer)
By:_______________________________
Name:
Title: Servicing Officer
C-2
<PAGE>
EXHIBIT D-1
-----------
FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)
STATE OF )
) ss.:
COUNTY OF )
(NAME OF OFFICER), _________________ being first duly sworn,
deposes and says:
1. That he (she) is (title of officer) ___________
_____________ of (name of Purchaser) ________________________
_________________ (the "Purchaser"), a _______________________
(description of type of entity) duly organized and existing under the laws
of the (State of __________) (United States), on behalf of which he (she)
makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
( ).
3. That the Purchaser is not a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code") and will not be a "disqualified
organization" as of (date of transfer), and that the Purchaser is not
acquiring a Residual Certificate (as defined in the Agreement) for the
account of, or as agent (including a broker, nominee, or other middleman)
for, any person or entity from which it has not received an affidavit
substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other
than an instrumentality if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental
entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from federal
income tax unless such organization is subject to the tax on unrelated
business income imposed by Code Section 511.
4. That the Purchaser is not, and on __________ (insert date
of transfer of Residual Certificate to Purchaser) will not be, and is not
and on such date will not be investing the assets of, an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or
D-1-1
<PAGE>
a plan subject to Code Section 4975 or a person or entity that is using
the assets of any employee benefit plan or other plan to acquire a
Residual Certificate.
5. That the Purchaser hereby acknowledges that under the terms
of the Pooling and Servicing Agreement (the "Agreement") between
Structured Asset Securities Corporation and The Chase Manhattan Bank,
N.A., as Trustee, dated as of April 1, 1996, no transfer of the Residual
Certificates shall be permitted to be made to any person unless the
Trustee has received a certificate from such transferee to the effect that
such transferee is not an employee benefit plan subject to ERISA or a plan
subject to Section 4975 of the Code and is not using the assets of any
employee benefit plan or other plan to acquire Residual Certificates.
6. That the Purchaser does not hold REMIC residual securities
as nominee to facilitate the clearance and settlement of such securities
through electronic book-entry changes in accounts of participating
organizations (such entity, a "Book-Entry Nominee").
7. That the Purchaser does not have the intention to impede
the assessment or collection of any federal, state or local taxes legally
required to be paid with respect to such Residual Certificate.
8. That the Purchaser will not transfer a Residual Certificate
to any person or entity (i) as to which the Purchaser has actual knowledge
that the requirements set forth in paragraph 3, paragraph 6 or paragraph
10 hereof are not satisfied or that the Purchaser has reason to believe
does not satisfy the requirements set forth in paragraph 7 hereof, and
(ii) without obtaining from the prospective Purchaser an affidavit
substantially in this form and providing to the Trustee a written
statement substantially in the form of Exhibit G to the Agreement.
9. That the Purchaser understands that, as the holder of a
Residual Certificate, the Purchaser may incur tax liabilities in excess of
any cash flows generated by the interest and that it intends to pay taxes
associated with holding such Residual Certificate as they become due.
10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is
a Non-U.S. Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has furnished
the transferor and the Trustee with an effective Internal Revenue Service
Form 4224 or successor form at the time and in the manner required by the
Code or (iii)
D-1-2
<PAGE>
is a Non-U.S. Person that has delivered to both the transferor and the
Trustee an opinion of a nationally recognized tax counsel to the effect
that the transfer of such Residual Certificate to it is in accordance with
the requirements of the Code and the regulations promulgated thereunder
and that such transfer of a Residual Certificate will not be disregarded
for federal income tax purposes. "Non-U.S. Person" means an individual,
corporation, partnership or other person other than 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 that is subject to U.S. federal
income tax regardless of the source of its income.
11. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of any Residual Certificate to such a
"disqualified organization," an agent thereof, a Book-Entry Nominee, or a
person that does not satisfy the requirements of paragraph 7 and paragraph
10 hereof.
12. That the Purchaser consents to the designation of the
Company as its agent to act as "tax matters person" of the Trust Fund
pursuant to the Pooling and Servicing Agreement.
D-1-3
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of
Directors, by its (title of officer) this _____ day of __________, 19__.
_________________________________
(name of Purchaser)
By:______________________________
Name:
Title:
Personally appeared before me the above-named (name of officer)
________________, known or proved to me to be the same person who executed
the foregoing instrument and to be the (title of officer)
_________________ of the Purchaser, and acknowledged to me that he (she)
executed the same as his (her) free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this _____ day of __________,
19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
D-1-4
<PAGE>
EXHIBIT D-2
-----------
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)
___________________
Date
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
---------------------------------------
_______________________ (the "Transferor") has reviewed the
attached affidavit of _____________________________ (the "Transferee"),
and has no actual knowledge that such affidavit is not true and has no
reason to believe that the information contained in paragraph 7 thereof is
not true, and has no reason to believe that the Transferee has the
intention to impede the assessment or collection of any federal, state or
local taxes legally required to be paid with respect to a Residual
Certificate. In addition, the Transferor has conducted a reasonable
investigation at the time of the transfer and found that the Transferee
had historically paid its debts as they came due and found no significant
evidence to indicate that the Transferee will not continue to pay its
debts as they become due.
Very truly yours,
_______________________________
Name:
Title:
D-2-1
<PAGE>
EXHIBIT E
---------
SERVICING AGREEMENT
E-1
<PAGE>
EXHIBIT F
---------
(RESERVED)
F-1
<PAGE>
EXHIBIT G
---------
FORM OF RULE 144A TRANSFER CERTIFICATE
Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1996-1
---------------------------------------
Reference is hereby made to the Trust Agreement dated as of
__________ 1, 199_ (the "Trust Agreement") between Structured Asset
Securities Corporation, as Depositor, and The Chase Manhattan Bank, N.A., as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.
This letter relates to $_________ initial Certificate Balance of
Class Certificates which are held in the form of Definitive
-----
Certificates registered in the name of
--------------------------------
(the "Transferor"). The Transferor has requested a transfer of such
Definitive Certificates for Definitive Certificates of such Class
registered in the name of (insert name of transferee).
In connection with such request, and in respect of such
Certificates, the Transferor hereby certifies that such Certificates are
being transferred in accordance with (i) the transfer restrictions set
forth in the Trust Agreement and the Certificates and (ii) Rule 144A under
the Securities Act to a purchaser that the Transferor reasonably believes
is a "qualified institutional buyer" within the meaning of Rule 144A
purchasing for its own account or for the account of a "qualified
institutional buyer", which purchaser is aware that the sale to it is
being made in reliance upon Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable
jurisdiction.
This certificate and the statements contained herein are made
for your benefit and the benefit of the Placement Agent and the Depositor.
_____________________________________
(Name of Transferor)
By:__________________________________
Name:
Title:
Dated: ___________, ____
G-1
<PAGE>
EXHIBIT H
---------
FORM OF PURCHASER'S LETTER FOR
INSTITUTIONAL ACCREDITED INVESTOR
----------------------
(Date)
Dear Sirs:
In connection with our proposed purchase of $______________ principal
amount of Mortgage Pass-Through Certificates, Series 1996-1 (the "Offered
Certificates") of Structured Asset Securities Corporation (the
"Depositor"), we confirm that:
(1) We have received a copy of the Private Placement Memorandum dated
_______________, 199_ relating to the Offered Certificates (the "Private
Placement Memorandum"), and we understand that the Offered Certificates
have not been, and will not be, registered under the Securities Act of
1933, as amended (the "Securities Act"), and may not be sold except as
permitted in the following sentence. We agree, on our own behalf and on
behalf of any accounts for which we are acting as hereinafter stated, that
if we should sell any Offered Certificates within three years of the later
of the date of original issuance of the Offered Certificates or the last
day on which such Offered Certificates are owned by the Depositor or any
affiliate of the Depositor (which includes the Placement Agent) we will do
so only (A) to the Depositor, (B) to "qualified institutional buyers"
(within the meaning of Rule 144A under the Securities Act) in accordance
with Rule 144A under the Securities Act ("QIBs"), (C) pursuant to an
exemption from registration in accordance with Rule 904 of Regulation S
under the Securities Act, (D) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act, or (E) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act that is not a QIB (an
"Institutional Accredited Investor") which, prior to such transfer,
delivers to the Trustee under the Trust Agreement dated as of
_______________ 1, 199_ between the Depositor and The Chase Manhattan
Bank, N.A., as Trustee (the "Trustee"), a signed letter in the form of
this letter; and we further agree, in the capacities stated above, to
provide to any person purchasing any of the Offered Certificates from us
a notice advising such
H-1
<PAGE>
purchaser that resales of the Offered Certificates are restricted as
stated herein.
(2) We understand that, in connection with any proposed resale of any Offered
Certificates to an Institutional Accredited Investor, we will be required
to furnish to the Trustee and the Depositor a certification from such
transferee in the form hereof to confirm that the proposed sale is being
made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. We further understand
that the Offered Certificates purchased by us will bear a legend to the
foregoing effect.
(3) We are acquiring the Offered Certificates for investment purposes and
not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act. We have such knowledge
and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Offered
Certificates, and we and any account for which we are acting are each
able to bear the economic risk of such investment.
(4) We are an Institutional Accredited Investor and we are acquiring the
Offered Certificates purchased by us for our own account or for one or
more accounts (each of which is an Institutional Accredited Investor) as
to each of which we exercise sole investment discretion.
(5) We have received such information as we deem necessary in order to make
our investment decision.
(6) If we are acquiring ERISA-Restricted Certificates, we understand that in
accordance with ERISA, the Code and the Exemption, no Plan as to which the
Purchaser, the Depositor, any Servicer or Master Servicer or the Trustee
is a party in interest or disqualified person, and no person acting on
behalf of such a Plan may acquire such Certificate unless the acquisition
would constitute an exempt transaction under a statutory exemption or any
of the administrative exemptions issued by the U.S. Department of Labor.
Terms used in this letter which are not otherwise defined herein have
the respective meanings assigned thereto in the Private Placement
Memorandum or, if not defined therein, in the Trust Agreement.
H-2
<PAGE>
You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.
Very truly yours,
__________________________________
(Purchaser)
By________________________________
Name:
Title:
H-3
<PAGE>
EXHIBIT I
---------
(FORM OF ERISA TRANSFER AFFIDAVIT)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is the ______________________ of (the
"Investor"), a (corporation duly organized) and existing under the laws of
__________, on behalf of which he makes this affidavit.
2. The Investor either (x) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), the Trustee of any
such plan or a person acting on behalf of any such plan nor a person using
the assets of any such plan or (2) if the Investor is an insurance
company, such Investor is purchasing such Certificates with funds
contained in an "Insurance Company General Account" (as such term is
defined in Section v(e) of the Prohibited Transaction Class Exemption 95-60
("PTCE 95-60")) and that the purchase and holding of such Certificates
are covered under PTCE 95-60; or (y) shall deliver to the Trustee and the
Depositor an opinion of counsel (a "Benefit Plan Opinion") satisfactory to
the Trustee and the Depositor, and upon which the Trustee and the
Depositor shall be entitled to rely, to the effect that the purchase or
holding of such Certificate by the Investor will not result in the assets
of the Trust Fund being deemed to be plan assets and subject to the
prohibited transaction provisions of ERISA or the Code and will not
subject the Trustee or the Depositor to any obligation in addition to
those undertaken by such entities in the Trust Agreement, which opinion of
counsel shall not be an expense of the Trustee or the Depositor.
3. The Investor hereby acknowledges that under the terms of the
Trust Agreement (the "Agreement") between Structured Asset Securities
Corporation, as Depositor, and The Chase Manhattan Bank, N.A., as Trustee,
dated 1, 199 , no transfer of the ERISA-Restricted
------------- -
Certificates shall be permitted to be made to any person unless the
Depositor and Trustee have received a certificate from such transferee in
the form hereof.
I-1
<PAGE>
IN WITNESS WHEREOF, the Investor has caused this instrument to
be executed on its behalf, pursuant to proper authority, by its duly
authorized officer, duly attested, this ____ day of _______________, 199_.
_________________________________
(Investor)
By:______________________________
Name:
Title:
ATTEST:
___________________________
STATE OF )
)ss.:
COUNTY OF )
Personally appeared before me the above-named
_________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _________________ of the
Investor, and acknowledged that he executed the same as his free act and
deed and the free act and deed of the Investor.
Subscribed and sworn before me this _____ day of ___________
199__.
__________________________________
NOTARY PUBLIC
My commission expires the
____ day of __________, 19__.
I-2
<PAGE>
EXHIBIT J
---------
FORM OF CERTIFICATE INSURANCE POLICY
J-1
<PAGE>
SCHEDULE A
----------
MORTGAGE LOAN SCHEDULE
<PAGE>
<PAGE>
EXECUTION
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
the "Purchaser"
and
Norwest Mortgage, Inc.,
the "Company"
-------------------------------------------------------
MORTGAGE LOAN SALE, WARRANTIES AND SERVICING AGREEMENT
Dated as of April 1, 1996
-------------------------------------------------------
Conventional Residential Fixed Rate Mortgage Loans
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
2.01. Conveyance of Mortgage Loans; Possession of
Mortgage Files; Maintenance of Servicing Files . . . . . . . . 13
2.02. Books and Records; Transfers of Mortgage Loans . . . . . . . . 14
2.03. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE III
REPRESENTATIONS AND WARRANTIES:
REMEDIES AND BREACH
3.01. Company Representations and Warranties . . . . . . . . . . . . 15
3.02. Representations and Warranties Regarding
Individual Mortgage Loans . . . . . . . . . . . . . . . . . . . 19
3.03. Remedies for Breach of Representations
and Warranties . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
4.01. Company to Act as Servicer . . . . . . . . . . . . . . . . . . 31
4.02. Liquidation of Mortgage Loans . . . . . . . . . . . . . . . . . 34
4.03. Collection of Mortgage Loan Payments . . . . . . . . . . . . . 35
4.04. Establishment of and Deposits to
Custodial Account . . . . . . . . . . . . . . . . . . . . . . . 35
4.05. Permitted Withdrawals From Custodial Account . . . . . . . . . 37
4.06. Establishment of and Deposits to Escrow Account . . . . . . . . 38
4.07. Permitted Withdrawals From Escrow Account . . . . . . . . . . . 39
4.08. Payment of Taxes, Insurance and Other Charges . . . . . . . . . 40
4.09. Protection of Accounts . . . . . . . . . . . . . . . . . . . . 40
4.10. Maintenance of Hazard Insurance . . . . . . . . . . . . . . . . 40
4.11. Maintenance of Mortgage Impairment Insurance . . . . . . . . . 42
4.12. Maintenance of Fidelity Bond and Errors and
Omissions Insurance . . . . . . . . . . . . . . . . . . . . . . 42
4.13. Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.14. Restoration of Mortgaged Property . . . . . . . . . . . . . . . 43
i
<PAGE>
Section Page
- ------- ----
4.15. Maintenance of Primary Mortgage Insurance; Claims . . . . . . . 43
4.16. Title Management and Disposition of REO Property . . . . . . . 45
4.17. Real Estate Owned Reports . . . . . . . . . . . . . . . . . . . 47
4.18. Liquidation Reports . . . . . . . . . . . . . . . . . . . . . . 47
4.19. Reports of Foreclosures and Abandonments of Mortgaged
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
ARTICLE V
PAYMENTS TO PURCHASER
5.01. Remittances . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.02. Statements to Purchaser . . . . . . . . . . . . . . . . . . . . 48
5.03. Monthly Advances by Company . . . . . . . . . . . . . . . . . . 49
ARTICLE VI
GENERAL SERVICING PROCEDURES
6.01. Transfers of Mortgaged Property. . . . . . . . . . . . . . . . 49
6.02. Satisfaction of Mortgages and Release of
Mortgage Files . . . . . . . . . . . . . . . . . . . . . . . . 50
6.03. Servicing Compensation . . . . . . . . . . . . . . . . . . . . 51
6.04. Annual Statement as to Compliance . . . . . . . . . . . . . . . 51
6.05. Annual Independent Public Accountants'
Servicing Report . . . . . . . . . . . . . . . . . . . . . . . 52
6.06. Right to Examine Company Records . . . . . . . . . . . . . . . 52
ARTICLE VII
COMPANY TO COOPERATE
7.01. Provision of Information . . . . . . . . . . . . . . . . . . . 52
7.02. Financial Statements; Servicing Facility . . . . . . . . . . . 53
ARTICLE VIII
THE COMPANY
8.01. Indemnification; Third Party Claims. . . . . . . . . . . . . . 53
8.02. Merger or Consolidation of the Company . . . . . . . . . . . . 53
8.03. Limitation on Liability of Company and Others . . . . . . . . . 54
8.04. Limitation on Resignation and Assignment
by Company . . . . . . . . . . . . . . . . . . . . . . . . . . 54
ii
<PAGE>
Section Page
- ------- ----
ARTICLE IX
DEFAULT
9.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 55
9.02. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . 57
ARTICLE X
TERMINATION
10.01. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 57
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.01. Successor to Company. . . . . . . . . . . . . . . . . . . . . . 58
11.02. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.03. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . 60
11.04. Duration of Agreement. . . . . . . . . . . . . . . . . . . . . 60
11.05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.06. Severability of Provisions. . . . . . . . . . . . . . . . . . . 61
11.07. Relationship of Parties. . . . . . . . . . . . . . . . . . . . 61
11.08. Execution; Successors and Assigns. . . . . . . . . . . . . . . 61
11.09. Recordation of Assignments of Mortgage . . . . . . . . . . . . 61
11.10. Assignment by Purchaser. . . . . . . . . . . . . . . . . . . . 61
11.11. No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . 62
11.12. Reconstitution . . . . . . . . . . . . . . . . . . . . . . . . 62
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C-1 MORTGAGE LOAN DOCUMENTS
EXHIBIT C-2 FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
EXHIBIT D-1 CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT D-2 CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT E-1 ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2 ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT F MONTHLY REMITTANCE ADVICE
EXHIBIT G MONTHLY ELECTRONIC DATA TRANSMISSION
EXHIBIT H FORM OF OFFICER'S CERTIFICATE FOR
FOR NONRECOVERABLE ADVANCES
iii
<PAGE>
This is a Seller's Warranties and Servicing Agreement (the
"Agreement") for conventional fixed rate residential first mortgage loans,
dated and effective as of April 1, 1996, and is executed between Lehman
Capital, A Division of Lehman Brothers Holdings Inc., as purchaser (the
"Purchaser"), and Norwest Mortgage, Inc., as seller and servicer (the
"Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and
the Company has agreed to sell to the Purchaser certain conventional,
fixed rate, first lien mortgage loans (the "Mortgage Loans") which have an
aggregate outstanding principal balance as of the close of business on the
Cut-off Date, after deduction of payments due on or before such date, of
$183,652,191.95;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of
trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan
Schedule, which is annexed hereto as Exhibit A;
WHEREAS, the Purchaser and the Company have agreed that the Purchaser
will assign all of its rights and delegate all of its obligations
hereunder to the Depositor (as defined herein) which in turn will assign
all of its rights and delegate (except as otherwise specified herein) all
of its obligations hereunder to the Trustee (as defined herein) under the
Trust Agreement (as defined herein), and that each reference herein to the
Purchaser is intended, unless otherwise specified, to include the Trustee;
and
WHEREAS, the Purchaser and the Company wish to prescribe the manner
of purchase of the Mortgage Loans and the management, servicing and
control of the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Purchaser and the Company
agree as follows:
ARTICLE I
DEFINITIONS
-----------
Section 1.01. Definitions. Whenever used herein, the following
-----------
words and phrases, unless the context otherwise requires, shall have the
following meanings:
<PAGE>
Accepted Servicing Practices: With respect to any Mortgage Loan,
----------------------------
those mortgage servicing practices of prudent mortgage lending
institutions which service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located.
Agreement: This Mortgage Loan Sale, Warranties and Servicing
---------
Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
----
Appraised Value: With respect to any Mortgage Loan, the amount set
---------------
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
----------------------
transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located
to reflect the sale of the Mortgage to the Purchaser.
BIF: The Bank Insurance Fund, or any successor thereto.
---
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
------------
day on which banking and savings and loan institutions in the State of New
York or the State of Minnesota are authorized or obligated by law or
executive order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or another source
-------------
in order to reduce the interest payments required from the Mortgagor for a
specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor
---------------------
pays less than the full monthly payment specified in the Mortgage Note
during the Buydown Period and the difference between the amount paid by
the Mortgagor and the amount specified in the Mortgage Note is paid from
the related Buydown Funds.
Buydown Period: The period during which Buydown Funds are required
--------------
to be applied to the related Buydown Mortgage Loan.
Certificates: Any or all of the Certificates issued pursuant to the
------------
Trust Agreement.
Closing Date: April 25, 1996.
------------
2
<PAGE>
Code: The Internal Revenue Code of 1986, as it may be amended from
----
time to time or any successor statute thereto, and applicable U.S.
Treasury Department regulations issued pursuant thereto.
Company: Norwest Mortgage, Inc., a California corporation, or its
-------
successor in interest or assigns, or any successor to the Company under
this Agreement appointed as herein provided.
Condemnation Proceeds: All awards or settlements in respect of a
---------------------
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
Custodial Account: The separate account or accounts created and
-----------------
maintained pursuant to Section 4.04.
Custodian: Norwest Bank Minnesota, N.A., a national association
---------
organized under the laws of the United States of America.
Cut-off Date: April 1, 1996.
------------
Deleted Mortgage Loan: A Mortgage Loan that is repurchased by the
---------------------
Company in accordance with the terms of this Agreement and which is, in
the case of a substitution pursuant to Section 3.03, replaced or to be
replaced with one or more Qualifying Substitute Mortgage Loans.
Depositor: Structured Asset Securities Corporation, a Delaware
---------
corporation, or its successors in interest or assigns.
Determination Date: The 15th day (or if such 15th day is not a
------------------
Business Day, the Business Day immediately preceding such 15th day) of the
month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due
--------
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period
----------
commencing on the second day of the month preceding the month of such
Remittance Date and ending on the first day of the month of such
Remittance Date.
Eligible Investments: Eligible Investments means any one or more of
--------------------
the following obligations or securities:
3
<PAGE>
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of America
the obligations of which are backed by the full faith and credit of the
United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized 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, so
long as at the time of investment or the contractual commitment providing
for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short-term
debt or deposit obligations of such holding company or deposit
institution, as the case may be) are rated, or the timely payment of
principal and interest on which are fully and unconditionally guaranteed
by a parent rated, "A-1+" by S&P and the long-term debt or deposit
obligations of such depository institution or trust company (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the long-term debt obligations of such
holding company) are rated, or the timely payment of principal and
interest on which are fully and unconditionally guaranteed by a parent
rated, at least "AA" by S&P and Fitch;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by GNMA, FNMA or FHLMC with any registered
broker/dealer subject to Securities Investors' Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if such broker/
dealer or bank has an uninsured, unsecured and unguaranteed obligation
rated "A-1+" or "AAA" or better by S&P and Fitch;
(iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which have a credit rating from S&P and
Fitch, at the time of investment or the contractual commitment providing
for such investment, at least equal to one of the two highest long-term
credit rating categories of S&P and Fitch; provided, however, that
securities issued by any particular corporation will not be Eligible
Investments to the extent that investment therein will cause the then
outstanding principal amount of
4
<PAGE>
securities issued by such corporation to exceed 20% of the aggregate
principal amount of all Eligible Investments in a Custodial Account;
provided, further, that such securities will not be Eligible Investments
if they are published as being under review with negative implications
from S&P or Fitch;
(v) commercial paper (including both noninterest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 180 days after the date of issuance thereof)
rated "A-1+" by S&P;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the
United States of America or its agencies or instrumentalities (which
obligations are backed by the full faith and credit of the United States
of America) held by a custodian in safekeeping on behalf of the holders of
such receipts; and
(viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by S&P or (B) that
would not adversely affect the then current rating by the Rating Agencies
(as defined in the Trust Agreement) of any Certificates;
provided, however, that no such instrument shall be an Eligible Investment
- -------- -------
if such instrument evidences either (i) a right to receive only interest
payments with respect to the obligations underlying such instrument, or
(ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with
respect to such instrument provide a yield to maturity of greater than
120% of the yield to maturity at par of such underlying obligations, and
provided that any such investment will be a "permitted investment" within
the meaning of Section 860G(a)(5) of the Code.
Errors and Omissions Insurance Policy: An errors and omissions
-------------------------------------
insurance policy to be maintained by the Company pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and
--------------
maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts
---------------
constituting ground rents, taxes, assessments, water
5
<PAGE>
rates, sewer rents, municipal charges, mortgage insurance premiums, fire
and hazard insurance premiums, condominium charges, and any other payments
required to be escrowed by the Mortgagor with the mortgagee pursuant to
the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances
----------------
enumerated in Section 9.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor
----
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
-----
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company
-------------
pursuant to Section 4.12.
First Remittance Date: May 20, 1996.
---------------------
Fitch: Fitch Investors Service, L.P., or any successor in interest.
-----
FNMA: The Federal National Mortgage Association, or any successor
----
thereto.
GNMA: The Government National Mortgage Association, a wholly owned
----
corporate instrumentality of the United States within the Department of
Housing and Urban Development.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
------------------
insurance policies insuring the Mortgage Loan or the related Mortgaged
Property.
Lehman Capital: Lehman Capital, A Division of Lehman Brothers
--------------
Holdings Inc., or any successor in interest.
Liquidation Proceeds: Cash received in connection with the
--------------------
liquidation of a defaulted Mortgage Loan, whether through the sale or
assignment of such Mortgage Loan, trustee's sale, foreclosure sale or
otherwise, or the sale of the related Mortgaged Property if the Mortgaged
Property is acquired in satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
--------------------------
ratio of the Principal Balance of such Mortgage Loan as of the Cut-off
Date (unless otherwise indicated) to the lesser of (a) the Appraised Value
of the Mortgaged Property and (b) if the Mortgage Loan was made to finance
the acquisition of the related
6
<PAGE>
Mortgaged Property, the purchase price of the Mortgaged Property,
expressed as a percentage.
Material Defect: As defined in Section 2.03.
---------------
Monthly Advance: The portion of Monthly Payment delinquent with
---------------
respect to each Mortgage Loan at the close of business on the
Determination Date required to be advanced by the Company pursuant to
Section 5.03 on the Business Day immediately preceding the Remittance Date
of the related month.
Monthly Payment: The scheduled monthly payment of principal and
---------------
interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a
--------
Mortgage Note, which creates a first lien on an estate in fee simple in
real property securing the Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan
-------------
referred to in Exhibit B annexed hereto, and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or
------------------------------------
blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The fixed annual rate of interest borne on a
----------------------
Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of
-------------
this Agreement, each Mortgage Loan originally sold and subject to this
Agreement being identified on the Mortgage Loan Schedule, which Mortgage
Loan includes without limitation the Mortgage File, the Monthly Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan.
Mortgage Loan Documents: The documents listed in Exhibit C-1 hereto.
-----------------------
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto
----------------------
as Exhibit A, such schedule setting forth the following information with
respect to each Mortgage Loan: (1) the Company's Mortgage Loan
identifying number; (2) the Mortgagor's name; (3) the street address of
the Mortgaged Property including the state code; (4) a code indicating
whether the Mortgaged Property is a single family residence or a 2-4
family residence; (5) the original months to maturity or the
7
<PAGE>
remaining months to maturity from the Cut-off Date, in any case based on
the original amortization schedule, and if different, the maturity
expressed in the same manner but based on the actual amortization
schedule; (6) the Loan-to-Value Ratio at origination; (7) the Mortgage
Interest Rate; (8) the date on which the Mortgage Loan was originated; (9)
the stated maturity date; (10) the amount of the Monthly Payment; (11) the
next payment date on which a payment is due; (12) the original principal
amount of the Mortgage Loan; (13) the principal balance of the Mortgage
Loan as of the close of business on the Cut-off Date, after deduction of
payments of principal due on or before the Cut-off Date, whether or not
collected; (14) the Remittance Rate; (15) a code indicating whether the
Mortgage Loan is a Buydown Mortgage Loan; (16) occupancy type; and (17)
the Servicing Fee. With respect to the Mortgage Loans in the aggregate,
the Mortgage Loan Schedule shall set forth the following information, as
of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate outstanding principal balance of the Mortgage Loans; (3) the
weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the
weighted average maturity of the Mortgage Loans.
Mortgage Note: The note or other evidence of the indebtedness of a
-------------
Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment of the debt
------------------
evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
---------
Nonrecoverable Advance: All or any portion of any Monthly Advance
----------------------
previously made by the Company that, in the reasonable judgment of the
Company, will not be ultimately recoverable from related Liquidation
Proceeds, Insurance Proceeds or otherwise.
Officer's Certificate: A certificate signed by the Chairman of the
---------------------
Board or the Vice Chairman of the Board or the President or a Vice
President or an assistant Vice President and by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries of
the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
------------------
employee of the Company, acceptable to the Purchaser.
Person: Any individual, corporation, partnership, limited liability
------
company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political
subdivision thereof.
8
<PAGE>
Prepayment Period: The calendar month preceding the month in which
-----------------
the related Remittance Date occurs.
Primary Mortgage Insurance Policy: A policy of primary mortgage
---------------------------------
guaranty insurance issued by a Qualified Insurer, as required by this
Agreement with respect to certain Mortgage Loans.
Prime Rate: The prime rate announced to be in effect from time to
----------
time, as published as the average rate in The Wall Street Journal.
Principal Balance: As to each Mortgage Loan and for any Due Date and
-----------------
the Due Period ending thereon, (i) the principal balance of such Mortgage
Loan outstanding at the Cut-off Date after giving effect to payments of
principal due on or before such date, whether or not received, minus (ii)
all amounts previously distributed to the Purchaser (or that will be
distributed on the next succeeding Remittance Date) with respect to the
related Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Principal Prepayment: Any payment or other recovery of principal on
--------------------
a Mortgage Loan which is received in advance of its scheduled Due Date,
including any prepayment penalty or premium thereon and which is not
accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
Purchase Price and Terms Letter: The Purchase Price and Terms Letter
-------------------------------
dated March 28, 1996 from the Purchaser, as accepted and agreed to by the
Company on April 15, 1996.
Purchaser: Lehman Capital or its successor in interest or any
---------
assignee thereof under this Agreement as herein provided, or of any such
assignee.
Qualified Depository: A depository the accounts of which are insured
--------------------
by the FDIC through the BIF or the SAIF, and the unsecured debt
obligations of which (or of such institution's parent holding company) are
rated AA or better by each Rating Agency.
Qualified GIC: A guaranteed investment contract or surety bond
-------------
providing for the investment of funds in a Custodial Account and insuring
a minimum, fixed or floating rate of return on investments of such funds,
which contract or surety bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt rating is rated "AAA" by
9
<PAGE>
S&P or, if such insurance company has no long-term debt, whose claims
paying ability is rated "AAA" by S&P and Fitch;
(b) provide that the Servicer may exercise all of the rights
under such contract or surety bond without the necessity of taking any
action by any other Person;
(c) provide that if at any time the then current credit
standing of the obligor under such guaranteed investment contract is such
that continued investment pursuant to such contract of funds would result
in a downgrading of any rating of the Certificates, the Servicer shall
terminate such contract without penalty and be entitled to the return of
all funds previously invested thereunder, together with accrued interest
thereon at the interest rate provided under such contract to the date of
delivery of such funds to the Servicer;
(d) provide that the Servicer's interest therein shall be
transferable to any successor servicer hereunder; and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the related Collection Account, not
later than the Business Day prior to any Remittance Date.
Qualified Insurer: A mortgage guaranty insurance company duly
-----------------
authorized and licensed where required by law to transact mortgage
guaranty insurance business and approved as an insurer by FNMA or FHLMC.
Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
-----------------------------------
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date
of substitution, (i) has a Principal Balance (together with that of any
other mortgage loan substituted for the same Deleted Mortgage Loan) as of
the Due Date in the month in which such substitution occurs not in excess
of the Principal Balance of the related Deleted Mortgage Loan as of such
date (the amount of any difference, plus one month's interest thereon at
the related Remittance Rate, to be deposited by the Company in the
Custodial Account pursuant to Section 4.04), (ii) has a Mortgage Interest
Rate not less than, and not more than one percentage point greater than,
the Mortgage Interest Rate of the related Deleted Mortgage Loan, (iii) has
a Remittance Rate not less than that of the related Deleted Mortgage Loan,
(iv) has a remaining term to stated maturity not longer than, and not more
than one year shorter than, the remaining term to stated maturity of the
related Deleted Mortgage Loan, (v) is, in the reasonable determination of
the Purchaser of the same type, the quality and character as the related
Deleted
10
<PAGE>
Mortgage Loan as if the defect or breach had not occurred, and (vi) has a
Loan-to-Value Ratio as of the date of such substitution not greater than
that of the related Deleted Mortgage Loan.
Rating Agency: Each of Fitch and S&P.
-------------
Record Date: The close of business of the last Business Day of the
-----------
month preceding the month of the related Remittance Date.
REMIC: A "real estate mortgage investment conduit" within the
-----
meaning of Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law
----------------
relating to a REMIC, which appear at Section 860A through 860G of
Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions,
and regulations, rulings or pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business
---------------
Day, the first Business Day immediately following such day) of any month,
beginning with the First Remittance Date.
Remittance Rate: With respect to each Mortgage Loan, the annual rate
---------------
of interest remitted to the Purchaser, which shall be equal to the
Mortgage Interest Rate for such Mortgage Loan minus the Servicing Fee
Rate.
REO Disposition: The final sale by the Company of any REO Property.
---------------
REO Disposition Proceeds: All amounts received with respect to an
------------------------
REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf
------------
of the Purchasers through foreclosure or by deed in lieu of foreclosure,
as described in Section 4.16.
Repurchase Price: With respect to any Mortgage Loan, a price equal
----------------
to (i) the Principal Balance of such Mortgage Loan plus (ii) interest on
such Principal Balance at the Remittance Rate from the date to which
interest has last been paid (to the extent distributed to the Purchaser)
to the date of repurchase, less amounts received or advanced in respect of
such repurchased Mortgage Loan which are being held in the Custodial
Account for distribution in the month of repurchase.
S&P: Standard & Poor's Rating Services, a division of the McGraw
---
Hill Companies, Inc., or any successor in interest.
11
<PAGE>
SAIF: The Savings Association Insurance Fund, or any successor
----
thereto.
Securities Act: The Securities Act of 1933, as amended.
--------------
Servicing Advances: All customary, reasonable and necessary "out of
------------------
pocket" costs and expenses other than Monthly Advances (including
reasonable attorneys' fees and disbursements) incurred in the performance
by the Company of its servicing obligations, including, but not limited
to, the cost of (a) the preservation, restoration and protection of the
Mortgaged Property, (b) any enforcement or judicial proceedings, including
foreclosures, (c) the management and liquidation of any REO Property and
(d) compliance with the obligations under Sections 4.02 and 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the
-------------
annual fee the Purchaser shall pay to the Company, which shall, for a
period of one full month, be equal to one-twelfth of the product of (a)
the Servicing Fee Rate and (b) the outstanding principal balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis
of the same principal amount and period respecting which any related
interest payment on a Mortgage Loan is computed. The obligation of the
Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is
payable solely from, the interest portion (including recoveries with
respect to interest from Liquidation Proceeds, to the extent permitted by
Section 4.05) of such Monthly Payment collected by the Company, or as
otherwise provided under Section 4.05.
Servicing Fee Rate: As to each Mortgage Loan, either 0.25% or 0.30%
------------------
per annum, as specified in the Mortgage Loan Schedule.
Servicing File: With respect to each Mortgage Loan, the file
--------------
retained by the Company consisting of originals of all documents in the
Mortgage File which are not delivered to the Purchaser and copies of the
Mortgage Loan Documents listed in Exhibit C-1 the originals of which are
delivered to the Purchaser pursuant to Section 2.03.
Servicing Officer: Any officer of the Company involved in or
-----------------
responsible for the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished by the
Company to the Purchaser upon request, as such list may from time to time
be amended.
Subservicer: Any of the subservicers appointed by the Servicer
-----------
pursuant to Section 4.01.
12
<PAGE>
Subservicing Agreement: Any agreement between the Company and a
----------------------
Subservicer for the subservicing of the Mortgage Loans.
Trust: The trust fund established by the Trust Agreement, the assets
-----
of which primarily consist of the Mortgage Loans.
Trust Agreement: The Trust Agreement dated as of April 1, 1996
---------------
between the Depositor and the Trustee.
Trustee: The Chase Manhattan Bank, N.A., as trustee under the Trust
-------
Agreement, or its successor in interest or assigns.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
------------------------------------------------------------
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
----------------------------------------
Section 2.01. Conveyance of Mortgage Loans; Possession of Mortgage
----------------------------------------------------
Files; Maintenance of Servicing Files. The Company, simultaneously with
- -------------------------------------
the execution and delivery of this Agreement and subject to the receipt by
the Company of the purchase price for the Mortgage Loans as set forth in
the Purchase Price and Terms Letter, does hereby sell, transfer, assign,
set over and convey to the Purchaser, without recourse, but subject to the
terms of this Agreement, all the right, title and interest of the Company
in and to the Mortgage Loans. Pursuant to Section 2.03, the Company shall
deliver the Mortgage Loan Documents to the Purchaser (or its designee,
including the Custodian) on or prior to the Closing Date.
The contents of each Mortgage File not delivered to the Purchaser are
and shall be held in trust by the Company for the benefit of the Purchaser
as the owner thereof. The Company shall maintain a Servicing File
consisting of a copy of the contents of each Mortgage File and the
originals of the documents in each Mortgage File not delivered to the
Purchaser. The possession of each Servicing File by the Company is at the
will of the Purchaser for the sole purpose of servicing the related
Mortgage Loan, and such retention and possession by the Company is in a
custodial capacity only. Upon the sale of the Mortgage Loans the
ownership of each Mortgage Note, the related Mortgage and the related
Mortgage File and Servicing File shall vest immediately in the Purchaser,
and the Ownership of all records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Company
shall vest immediately in the Purchaser and shall be retained and
maintained by the Company, in trust, at the will of the Purchaser and only
in such custodial capacity. Each Servicing File shall be segregated from
the other books and records of the Company and shall be marked
appropriately to reflect clearly the sale of the related Mortgage
13
<PAGE>
Loan to the Purchaser. The Company shall release its custody of the
contents of any Servicing File only in accordance with written
instructions from the Purchaser, unless such release is required as
incidental to the Company's servicing of the Mortgage Loans or is in
connection with a repurchase of any Mortgage Loan pursuant to Section 3.03
or Section 6.02.
Section 2.02. Books and Records; Transfers of Mortgage Loans. From
----------------------------------------------
and after the sale of the Mortgage Loans to the Purchaser all rights
arising out of the Mortgage Loans including but not limited to all funds
received on or in connection with the Mortgage Loan, shall be received and
held by the Company in trust for the benefit of the Purchaser as owner of
the Mortgage Loans, and the Company shall retain record title to the
related Mortgages for the sole purpose of facilitating the servicing and
the supervision of the servicing of the Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the
Company. The Company shall be responsible for maintaining, and shall
maintain, a complete set of books and records for each Mortgage Loan which
shall be marked clearly to reflect the ownership of each Mortgage Loan by
the Purchaser. In particular, the Company shall maintain in its
possession, available for inspection by the Purchaser, or its designee and
shall deliver to the Purchaser upon demand, evidence of compliance with
all federal, state and local laws, rules and regulations. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the
Company may be in the form of microfilm or microfiche or such other
reliable means of recreating original documents, including but not limited
to optical imagery techniques.
The Company shall maintain with respect to each Mortgage Loan and
shall make available for inspection by any Purchaser or its designee the
related Servicing File during the time the Purchaser retains Ownership of
a Mortgage Loan and thereafter in accordance with applicable laws and
regulations.
The Company shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the
Company shall note transfers of Mortgage Loans. No transfer of a Mortgage
Loan may be made unless such transfer is in compliance with the terms
hereof. For the purposes of this Agreement, the Company shall be under no
obligation to deal with any person with respect to this agreement or the
Mortgage Loans unless the books and records show such person as the owner
of the Mortgage Loan. The Purchaser may, subject to the terms of this
Agreement, sell and transfer one or
14
<PAGE>
more of the Mortgage Loans. The Purchaser also shall advise the Company
of the transfer. Upon receipt of notice of the transfer, the Company
shall mark its books and records to reflect the ownership of the Mortgage
Loans of such assignee, and shall release the previous Purchaser from its
obligations hereunder with respect to the Mortgage Loans sold or
transferred. Upon receipt of notice of any subsequent transfer of any
Mortgage Loan, the Company shall mark its books and records to reflect the
ownership of such Mortgage Loan by such subsequent transferee.
Section 2.03. Delivery of Documents. The Company shall deliver and
---------------------
release to the Purchaser (or its designee, including the Custodian) on or
prior to the Closing Date those Mortgage Loan Documents as required by
this Agreement with respect to each Mortgage Loan, a list of which is
attached as Exhibit C-1 hereto. Within 90 days of receipt by the Company
of any notice from the Purchaser (or its designee, including the
Custodian) that any of the Mortgage Loan Documents is missing, does not
appear regular on its face (i.e., is mutilated, damaged, defaced, torn or
otherwise physically altered) or appears to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule (each, a "Material
Defect"), the Company shall cure such Material Defect or, if it does not
cure such Material Defect within such period, repurchase the related
Mortgage Loan at the Repurchase Price (or, to the extent provided in
Section 3.03, substitute one or more Qualifying Substitute Mortgage
Loans).
The Company shall forward to the Purchaser (or its designee,
including the Custodian) original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into
in accordance with Section 4.01 or Section 6.01 within one week of their
execution, provided, however, that the Company shall provide the Purchaser
with a certified true copy of any such document submitted for recordation
within one week of its execution, and shall provide the original of any
document submitted for recordation or a copy of such document certified by
the appropriate public recording office to be a true and complete copy of
the original within sixty days of its submission for recordation. An
extension of such time period may be requested from the Purchaser, consent
to which shall not be unreasonably withheld.
ARTICLE III
REPRESENTATIONS AND WARRANTIES:
-------------------------------
REMEDIES AND BREACH
-------------------
Section 3.01. Company Representations and Warranties. The Company
--------------------------------------
represents and warrants to the Purchaser that as of the Closing Date:
15
<PAGE>
(a) Due Organization and Authority. The Company is a corporation
------------------------------
duly organized, validly existing and in good standing under the laws of
the State of California and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each state where a Mortgaged Property is located if the laws
of such state require licensing or qualification in order to conduct
business of the type conducted by the Company, and in any event the
Company is in compliance with the laws of any such state to the extent
necessary to ensure the enforceability of the related Mortgage Loan and
the servicing of such Mortgage Loan in accordance with the terms of this
Agreement; the Company has the full corporate power and authority to
execute and deliver this Agreement and to perform in accordance herewith;
the execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by the
Company and the consummation of the transactions contemplated hereby have
been duly and validly authorized; assuming the due authorization,
execution and delivery hereof by the Purchaser, this Agreement evidences
the valid, binding and enforceable obligation of the Company; and all
requisite corporate action has been taken by the Company to make this
Agreement valid and binding upon the Company in accordance with its terms;
(b) Ordinary Course of Business. The consummation of the
---------------------------
transactions contemplated by this Agreement are in the ordinary course of
business of the Company, and the transfer, assignment and conveyance of
the Mortgage Notes and the Mortgages by the Company pursuant to this
Agreement are not subject to the bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction;
(c) No Conflicts. Neither the execution and delivery of this
------------
Agreement, the origination or acquisition of the Mortgage Loans by the
Company, the sale of the Mortgage Loans to the Purchaser or the
transactions contemplated hereby, nor the fulfillment of or compliance
with the terms and conditions of this Agreement, conflicts with or will
result in a breach of any of the terms, conditions or provisions of the
Company's certificate of incorporation or by-laws or any legal restriction
or any agreement or instrument to which the Company is now a party or by
which it is bound, or constitutes a default or will result in an
acceleration under any of the foregoing, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Company or
its property is subject, or impair the ability of the Purchaser to realize
on the Mortgage Loans, or impair the value of the Mortgage Loans;
(d) Ability to Service. The Company is an approved seller/servicer
------------------
of conventional residential mortgage loans for
16
<PAGE>
FNMA or FHLMC, with the facilities, procedures, and experienced personnel
necessary for the servicing, in accordance with Accepted Servicing Practices,
of mortgage loans of the same type as the Mortgage Loans. The Company is in
good standing to sell mortgage loans to and service mortgage loans for FNMA or
FHLMC, and no event has occurred, including but not limited to a change in
insurance coverage, which would make the Company unable to comply with
FNMA or FHLMC eligibility requirements or which would require notification
to either FNMA or FHLMC;
(e) Reasonable Servicing Fee. The Company acknowledges and agrees
------------------------
that the Servicing Fee, as calculated at the Servicing Fee Rate,
represents reasonable compensation for performing such services and that
the entire Servicing Fee shall be treated by the Company, for accounting
and tax purposes, as compensation for the servicing and administration of
the Mortgage Loans pursuant to this Agreement;
(f) Ability to Perform. The Company does not believe, nor does it
------------------
have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Company is solvent and the sale
of the Mortgage Loans will not cause the Company to become insolvent. The
sale of the Mortgage Loans is not undertaken to hinder, delay or defraud
any of the Company's creditors;
(g) No Litigation Pending. There is no action, suit, proceeding or
---------------------
investigation pending or threatened against the Company which, either in
any one instance or in the aggregate, could reasonably be expected to
result in any material adverse change in the business, operations,
financial condition, properties or assets of the Company, or in any
material impairment of the right or ability of the Company to carry on its
business substantially as now conducted, or which would draw into question
the validity of this Agreement or the Mortgage Loans or of any action
taken or to be taken in connection with the obligations of the Company
contemplated herein, or which would be likely to impair materially the
ability of the Company to perform under the terms of this Agreement;
(h) No Consent Required. No consent, approval, authorization or
-------------------
order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the
Company with this Agreement or the sale of the Mortgage Loans as evidenced
by the consummation of the transactions contemplated by this Agreement, or
if required, such approval has been obtained prior to the Closing Date;
provided, however, that the Company makes no representation or warranty
regarding federal or state securities
17
<PAGE>
laws in connection with the sale or distribution of the Certificates (as
defined in the Trust Agreement);
(i) Selection Process. The Mortgage Loans were selected from among
-----------------
the outstanding fixed rate one- to four-family mortgage loans in the
Company's portfolio as to which the representations and warranties set
forth in Section 3.02 could be made and such selection was not made in a
manner so as to affect adversely the interests of the Purchaser;
(j) Pool Characteristics. With respect to all of the Mortgage Loans
--------------------
(and, as to any percentage of the Mortgage Loans or Mortgaged Properties,
with respect to the aggregate Principal Balance of the Mortgage Loans as
of the Cut-off Date), (a) the maximum initial principal balance of any
Mortgage Loan is $1,275,000; (b) the minimum initial principal balance of
any Mortgage Loan is $50,000; (c) the average initial principal balance is
$302,051; (d) the Mortgage Rate on each Mortgage Loan is not greater than
11.00% per annum and not less than 6.25% per annum; (e) each Mortgage Loan
was underwritten in accordance with the Company's Conventional Loan
Standards, Private Mortgage Banking Policy Manual or the Corporate
Advantage Program Guidelines; (f) not more than 47% of the Mortgaged
Properties are located in the State of California, and the remainder of
the Mortgaged Properties are disbursed throughout other states; (g) each
Mortgaged Property is located in the United States and consists of a
single parcel of real property with a detached one- to four-family
residence, a townhouse or an individual condominium unit in a condominium
project, or an individual unit in a planned unit development ("PUD"). Any
condominium project or PUD shall conform to the applicable Company
requirements regarding such dwellings and no residence or dwelling is a
mobile home, nor is any Mortgaged Property used for commercial purposes;
(h) no more than 2% of the Mortgaged Properties are owner-occupied second
homes, and at least 98% of the Mortgaged Properties are owner-occupied
primary residences; (i) the weighted average Loan-to-Value ratio of the
Mortgage Loans is not greater than 77%; (j) each Mortgage and Mortgage
Note is a FNMA/FHLMC uniform instrument or is in a form that would be
acceptable to FNMA or FHLMC; (k) not more than 10% of the Mortgage Loans
were "cash-out" refinances; and (l) at least 93% of the Mortgage Loans
were underwritten under either a full or alternative documentation
program, and no more than 7% were underwritten under a reduced
documentation program;
(k) No Untrue Information. The information concerning the Company
---------------------
and the Mortgage Loans set forth in this Agreement, including the exhibits
hereto, and in any statement, report or other document furnished or to be
furnished pursuant to this
18
<PAGE>
Agreement or in connection with the transactions contemplated hereby is
true, correct and complete in all material respects;
(l) Sale Treatment. The disposition of the Mortgage Loans pursuant
--------------
to this Agreement will be treated by the Company for financial accounting
and reporting purposes as a sale of assets;
(m) Financial Statements. The Company will deliver upon request to
--------------------
the Purchaser financial statements as to the last three complete fiscal
years and any later quarter ended more than 60 days prior to the execution
of this Agreement. All such financial statements fairly present the
pertinent results of operations and changes in financial position at the
end of each such period of the Company and its subsidiaries and have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set forth
in the notes thereto. There has been no change in the business,
operations, financial condition, properties or assets of the Company since
the date of the Company's financial statements that would have a material
adverse effect on its ability to perform its obligations under this
Agreement;
(n) No Brokers' Fees. The Company has not dealt with any broker,
----------------
investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage
Loans; and
(o) Fair Consideration. The consideration received by the Company
------------------
upon the sale of the Mortgage Loans under this constitutes fair
consideration and reasonably equivalent value for the Mortgage Loans.
Section 3.02. Representations and Warranties Regarding Individual
---------------------------------------------------
Mortgage Loans. As to each Mortgage Loan, the Company hereby represents
- --------------
and warrants to the Purchaser that as of the Closing Date:
(a) Mortgage Loans as Described. The information set forth with
---------------------------
respect to each Mortgage Loan on the Mortgage Loan Schedule provides an
accurate listing of the Mortgage Loans, and the information with respect
to such Mortgage Loans on the Mortgage Loan Schedule is true and correct
in all material respects at the date or dates respecting which such
information is given;
(b) Payments Current. All payments required to be made, up to and
----------------
including the Cut-Off Date, for each Mortgage Loan under the terms of the
related Mortgage Note have been made, and no payment required to be made
under any Mortgage Loan has been
19
<PAGE>
delinquent by more than thirty days within the twelve months preceding the
Cut-Off Date;
(c) No Outstanding Charges. There are no defaults in complying with
----------------------
the terms of any Mortgage, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments
or ground rents which previously became due and owing have been paid, or
an escrow of funds has been established in an amount sufficient to pay for
every such item that remains unpaid and that has been assessed but is not
yet due and payable. The Company has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other than
the Mortgagor, directly or indirectly, for the payment of any amount
required under the Mortgage Loan, except for interest accruing from the
date of the Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is greater, to the day which precedes by one month the
Due Date of the first installment of principal and interest;
(d) Original Terms Unmodified. The terms of the Mortgage Note and
-------------------------
Mortgage have not been impaired, waived, altered or modified in any
respect, except by a written instrument which has been recorded, if
necessary to protect the interests of the Purchaser, and with respect to
which the requirements of Section 2.03 hereof have been satisfied. The
substance of any such waiver, alteration or modification has been approved
by the issuer of any related Primary Mortgage Insurance Policy and the
title insurer, to the extent required by the related policy, and its terms
are reflected on the Mortgage Loan Schedule. No Mortgagor has been
released, in whole or in part, from the obligations imposed by the terms
of the Mortgage Note, and no Mortgaged Property has been released, in
whole or in part, from the lien of the related Mortgage, except in
connection with an assumption agreement approved by the issuer of any
related Primary Mortgage Insurance Policy and the title insurer, to the
extent required by the related policy, and which assumption agreement is
part of the Mortgage Loan File and the terms of which are reflected in the
Mortgage Loan Schedule;
(e) No Defenses. The Mortgage Loan is not subject to any right of
-----------
rescission, set-off, counterclaim or defense, including without limitation
the defense of usury, nor will the operation of any of the terms of the
Mortgage Note or the Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or the Mortgage unenforceable, in whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including without limitation the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted
with respect thereto, and no Mortgagor was a debtor in
20
<PAGE>
any state or federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was originated;
(f) Hazard Insurance. Pursuant to the terms of the Mortgage, all
----------------
buildings or other improvements upon the Mortgaged Property are insured by
a generally acceptable insurer against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the
Mortgaged Property is located pursuant to insurance policies conforming to
the requirements of Section 4.10. If upon origination of the Mortgage
Loan, the Mortgaged Property was in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance has been made available), a flood
insurance policy meeting the requirements of the current guidelines of
FNMA and FHLMC is in effect, which policy conforms to the requirement of
Section 4.10. All individual insurance policies contain a standard
mortgagee clause naming the Company and its successors and assigns as
mortgagee, and all premiums thereon have been paid. The Mortgage
obligates the Mortgagor thereunder to maintain the hazard insurance policy
at the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so, authorizes the holder of the Mortgage to obtain and maintain such
insurance at such Mortgagor's cost and expense, and to seek reimbursement
therefor from the Mortgagor. Where required by state law or regulation,
the Mortgagor has been given an opportunity to choose the carrier of the
required hazard insurance, provided the policy is not a "master" or
"blanket" hazard insurance policy covering the common facilities of a
planned unit development. The hazard insurance policy is the valid and
binding obligation of the insurer, is in full force and effect, and will
be in full force and effect and inure to the benefit of the Purchaser upon
the consummation of the transactions contemplated by this Agreement. The
Company has not engaged in, and has no knowledge of the Mortgagor's having
engaged in, any act or omission which would impair the coverage of any
such policy, the benefits of the endorsement provided for herein, or the
validity and binding effect of either, including without limitation, no
unlawful fee, commission, kickback or other unlawful compensation or value
of any kind has been or will be received, retained or realized by any
attorney, firm or other person or entity, and no such unlawful items have
been received, retained or realized by the Company;
(g) Compliance with Applicable Laws. Any and all requirements of
-------------------------------
any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to the
Mortgage Loan have been complied with, and the Company shall maintain in
its possession, available for the Purchaser's inspection, and shall
21
<PAGE>
deliver to the Purchaser upon demand, evidence of compliance with all such
requirements;
(h) No Satisfaction of Mortgage. The Mortgage has not been
---------------------------
satisfied, cancelled, subordinated or rescinded, in whole or in part, and
the Mortgaged Property has not been released from the lien of the
Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such release, cancellation, subordination or rescission;
(i) Location and Type of Mortgaged Property. The Mortgaged Property
---------------------------------------
is located in the state identified in the Mortgage Loan Schedule and
consists of a parcel of real property with a detached single family
residence erected thereon, or a two- to four-family dwelling, or an
individual condominium unit in a low-rise condominium project, or an
individual unit in a planned unit development, provided, however, that any
condominium project or planned unit development shall conform with the
applicable FNMA and FHLMC requirements regarding such dwellings, and no
residence or dwelling is a mobile home or a manufactured dwelling. No
portion of the Mortgaged Property is used for commercial purposes:
(j) Valid First Lien. The Mortgage evidences a valid, subsisting,
----------------
enforceable and perfected first lien on the Mortgaged Property, including
all improvements on the Mortgaged Property. The lien of the Mortgage is
subject only to:
(1) the lien of current real property taxes and assessments not
yet due and payable, and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute;
(2) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of
recording of such Mortgage acceptable to mortgage lending institutions in
the area in which the related Mortgaged Property is located or
specifically referred to in the lender's title insurance policy or
attorney's opinion of title and abstract of title delivered to the
originator of the Mortgage Loan; and
(3) other matters to which like properties are commonly subject
which do not, individually or in the aggregate, materially interfere with
the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged
Property.
22
<PAGE>
Any security agreement, chattel mortgage or equivalent document related to
and delivered in connection with the Mortgage Loan establishes a valid,
subsisting and enforceable first lien on the property described therein
and the Company has full right to sell and assign the same to the
Purchaser. As of the date of origination of the Mortgage Loan, the
Company had not originated any mortgage loan subject to a mortgage, deed
of trust, deed to secure debt or other security instrument creating a lien
subordinate to the lien of the Mortgage;
(k) Validity of Mortgage Documents. The Mortgage Note and the
------------------------------
Mortgage are genuine, and each is the legal, valid and binding obligation
of the maker thereof, enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights
generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law). All
parties to the Mortgage Note and the Mortgage and any other related
agreement had legal capacity to enter into the Mortgage Loan and to
execute and deliver the Mortgage Note and the Mortgage and any other
related agreement, and the Mortgage Note and the Mortgage have been duly
and properly executed by such parties. The documents, instruments and
agreements submitted for loan underwriting were not falsified and contain
no untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the information and
statements therein not misleading. No fraud was committed by the Company,
the originator of the Mortgage Loan or the Mortgagor in connection with
the origination of the Mortgage Loan. The Company has reviewed all of the
documents constituting the Servicing File and has made such inquiries as
it deems necessary to make and confirm the accuracy of the representations
set forth herein;
(l) Full Disbursement of Proceeds. The Mortgage Loan has been
-----------------------------
closed and the proceeds of the Mortgage Loan have been fully disbursed,
other than escrows for on-site improvements not yet complete due to
seasonal weather conditions, and there is no requirement for future
advances thereunder. All costs, fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage were paid, and
the Mortgagor is not entitled to any refund of any amounts paid or due
under the Mortgage Note or Mortgage;
(m) Ownership. Immediately prior to the sale of each Mortgage Loan
---------
by the Company to the Purchaser pursuant to this Agreement, the Company is
the sole owner of record and holder of the Mortgage Loan, the Mortgage
Loan is not assigned or pledged, and the Company has good and marketable
title thereto, and has
23
<PAGE>
full right to transfer and sell the Mortgage Loan to the Purchaser free
and clear of any encumbrance, equity, participation interest, lien,
pledge, charge, claim or security interest, and has full right and
authority subject to no interest or participation of, or agreement with,
any other party, to sell and assign each Mortgage Loan pursuant to this
Agreement;
(n) Doing Business. All parties which have had any interest in the
--------------
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest,
were) (1) in compliance with any and all applicable licensing requirements
of the laws of the state wherein the Mortgaged Property is located, and
(2) organized under the laws of such state, or (3) qualified to do
business in such state, or (4) federal savings and loan associations or
national banks having principal offices in such state, or (5) not doing
business in such state;
(o) LTV; Primary Mortgage Insurance Policy. No Mortgage Loan has a
--------------------------------------
LTV greater than 95.1%. The original LTV of the Mortgage Loan either was
not more than 80% or the excess over 75% is and will be insured as to
payment defaults by a Primary Mortgage Insurance Policy meeting the
requirements of Section 4.15 until the LTV of such Mortgage Loan is
reduced to 80%. All provisions of such Primary Mortgage Insurance Policy
have been and are being complied with, such policy is in full force and
effect, and all premiums due thereunder have been paid. No action,
inaction, or event has occurred and no state of facts exists that has, or
will result in the exclusion from, denial of, or defense to coverage. Any
Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the
Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy and
to pay all premiums and charges in connection therewith. The Mortgage
Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan
Schedule is net of any such insurance premium;
(p) Title Insurance. The Mortgage Loan is covered by either (i) an
---------------
attorney's opinion of title and abstract of title the form and substance
of which is acceptable to mortgage lending institutions originating
mortgage loans in the area where the Mortgaged Property is located or (ii)
an ALTA mortgagee title insurance policy or other generally acceptable
form of policy of insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring,
subject to the exceptions listed in paragraph (j) above, the Company, and
its successors and assigns, as to the first priority lien of the Mortgage
in the original principal amount of the Mortgage Loan. If the Mortgaged
Property is a condominium unit located in a state in which a title insurer
will
24
<PAGE>
generally issue an endorsement, then the related title insurance policy
contains an endorsement insuring the validity of the creation of the
condominium form of ownership with respect to the project in which such
unit is located. Where required by state law or regulation, the Mortgagor
has been given the opportunity to choose the carrier of the required
mortgage title insurance. Additionally, such mortgagee title insurance
policy affirmatively insures ingress and egress, and against encroachments
by or upon the Mortgaged Property or any interest therein. The Company is
the named insured and the sole insured of such mortgagee title insurance
policy, the assignment to the Purchaser of the Company's interest in such
mortgagee title insurance policy does not require the consent of or
notification to the insurer, and such mortgagee title insurance policy is
in full force and effect and will be in force and effect and will inure to
the benefit of the Purchaser upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such
mortgagee title insurance policy, and no prior holder of the Mortgage,
including the Company, has done, by act or omission, anything that would
impair the coverage of such lender's title insurance policy including
without limitation, no unlawful fee, commission, kickback or other
unlawful compensation or value of any kind has been or will be received,
retained or realized by any attorney, firm or other person or entity, and
no such unlawful items have been received, retained or realized by the
Company;
(q) No Defaults. There is no default, breach, violation or event of
-----------
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and neither the Company nor its predecessors have
waived any default, breach, violation or event of acceleration. No
foreclosure action is being threatened or commenced with respect to any
Mortgage Loan;
(r) No Mechanics' Liens. There are no mechanics' or similar liens
-------------------
or claims which have been filed for work, labor or material (and no rights
are outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens prior
to, or equal or coordinate with, the lien of the related Mortgage;
(s) Location of Improvements; No Encroachments. All improvements
-------------------------------------------
that were considered in determining the Appraised Value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines
of the related Mortgaged Property (and, if such Mortgaged Property is a
condominium unit, such improvements lie wholly within the project) and no
improvements
25
<PAGE>
on adjoining properties encroach upon such Mortgaged Property. No
improvement located on or being part of the Mortgaged Property is in
violation of any applicable zoning law or regulation;
(t) Origination; Payment Terms. The Mortgage Loan was originated
---------------------------
by a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act or a savings
and loan association, a savings bank, a commercial bank or similar banking
institution which is supervised and examined by a Federal or State
authority, and otherwise constitutes a "Qualified Mortgage Loan" as that
term is defined in the Secondary Mortgage Market Enhancement Act of 1984,
as amended. The documents, instruments and agreements submitted for loan
underwriting were not falsified and contain no untrue statement of
material fact or omit to state a material fact required to be stated
therein or necessary to make the information and statements therein not
misleading. Each Mortgage Note provides for accrual of interest on the
basis of a 360-day year consisting of twelve 30-day months. Each Mortgage
Note is payable each month in equal monthly installments of principal and
interest, with interest payable in arrears, sufficient to amortize the
Mortgage Loan fully by the stated maturity thereof over a term (from the
date of the initial scheduled payment) of not more than 30 years;
(u) Customary Provisions. The Mortgage contains customary and
--------------------
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the related Mortgaged
Property of the benefits of the security provided thereby, including, (i)
in the case of a Mortgage designated as a deed of trust, by trustee's
sale, and (ii) otherwise by judicial foreclosure. There is no homestead
or other exemption available to a Mortgagor which would interfere with the
right to sell the related Mortgaged Property at a trustee's sale or the
right to foreclose the Mortgage;
(v) Occupancy of the Mortgaged Property. As of the Closing Date the
-----------------------------------
Mortgaged Property is lawfully occupied under applicable law. All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities;
(w) No Additional Collateral. The Mortgage Note is not and has not
------------------------
been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or
chattel mortgage referred to in (j) above;
26
<PAGE>
(x) Deeds of Trust. In the event the Mortgage constitutes a deed of
--------------
trust, a trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by the
Company, or any assignee or transferee thereof, to the trustee under the
deed of trust, except in connection with a trustee's sale after default by
the Mortgagor;
(y) Delivery of Mortgage Documents. The Mortgage Note, the
------------------------------
Mortgage, the Assignment of Mortgage and any other documents required to
be delivered with respect to each Mortgage Loan by the Company as set
forth in Exhibit C-1 attached hereto have been delivered, in accordance
with Section 2.03 hereof, to the Purchaser (or its designee). The Company
is in possession of a complete, true and accurate Mortgage File in
compliance with Exhibit B, except for such documents the originals of
which have been delivered to the Purchaser;
(z) Transfer of Mortgage Loans. The Assignment of Mortgage is in
--------------------------
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
(aa) Due on Sale. Each Mortgage contains an enforceable provision
-----------
(to the extent not prohibited by law) for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written
consent of the Mortgagee thereunder;
(bb) Buydown Provisions; No Graduated Payments or Contingent
-------------------------------------------------------
Interests. No more than 2.4% of the Mortgage Loans (by Principal Balance)
- ---------
are Buydown Mortgage Loans. Each Buydown Mortgage Loan has been fully
funded. The Mortgage Loan is not a graduated payment mortgage loan and
the Mortgage Loan does not have a shared appreciation or other contingent
interest feature;
(cc) Consolidation of Future Advances. None of the Mortgage Loans
--------------------------------
contain any provision permitting future advances;
(dd) Mortgaged Property Undamaged. There is no proceeding pending
----------------------------
or, to the best of the Company's knowledge, threatened for the total or
partial condemnation of the Mortgaged Property. The Mortgaged Property is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended;
27
<PAGE>
(ee) Collection Practices; Escrow Deposits. The origination and
-------------------------------------
collection practices used with respect to the Mortgage Loan have been in
accordance with Accepted Servicing Practices, and have been in all
respects in compliance with all applicable laws and regulations. With
respect to escrow deposits and Escrow Payments, if any, all such payments
are in the possession of, or under the control of, the Company and there
exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and federal
law. An escrow of funds is not prohibited by applicable law and has been
established in an amount sufficient to pay for every item which remains
unpaid and which has been assessed but is not yet due and payable. No
escrow deposits or Escrow Payments or other charges or payments due the
Company have been capitalized under the Mortgage or the Mortgage Note;
(ff) Appraisal. The Mortgage File contains an appraisal of the
---------
related Mortgage Property signed prior to the approval of the Mortgage
Loan application by an appraiser who meets the minimum qualifications of
FNMA or FHLMC for appraisers, on a form approved by FNMA or FHLMC with
such riders as have been approved by FNMA or FHLMC, as the case may be;
(gg) Soldiers' and Sailors' Relief Act. The Mortgagor has not
---------------------------------
notified the Company, and the Company has no knowledge of any relief
requested or allowed to the Mortgagor under the Soldiers' and Sailors'
Civil Relief Act of 1940;
(hh) No Construction Loans. No Mortgage Loan was made in connection
---------------------
with (i) the construction or rehabilitation of a Mortgaged Property or
(ii) facilitating the trade-in or exchange of a Mortgaged Property;
(ii) No Release. No Mortgage Loan requires the Mortgagee to release
----------
any portion of the related Mortgaged Property from the lien of the
Mortgage other than upon payment in full of the Mortgage Loan;
(jj) Loan Origination. The originator of the Mortgage Loan was in
----------------
compliance with any and all applicable "doing business" and licensing
requirements in the jurisdiction in which the related Mortgaged Property
was located when such party originated such Mortgage Loan; and
(kk) Condominiums/Planned Unit Developments. If the Mortgaged
--------------------------------------
Property is a condominium unit or a planned unit development (other than a
de minimis planned unit development) such condominium or planned unit
development project meets FNMA eligibility requirements or is located in a
condominium or
28
<PAGE>
planned unit development project that has received FNMA project approval, and
the representations and warranties required by FNMA with respect to such
condominium or planned unit development have been made and remain true and
correct in all respects.
Section 3.03. Remedies for Breach of Representations and Warranties.
-----------------------------------------------------
It is understood and agreed that the representations and warranties set
forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage
Loans to the Purchaser and the subsequent sale of the Mortgage Loans by
the Purchaser to the Depositor and by the Depositor to the Trustee, and
the delivery of the Mortgage Loan Documents to the Purchaser and shall
inure to the benefit of the Purchaser, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or Assignment of Mortgage or
the examination or failure to examine any Mortgage File. Upon discovery
by either the Company or the Purchaser of a breach of any of the foregoing
representations and warranties which materially and adversely affects the
value of the Mortgage Loans or the interests of the Purchaser (or which
materially and adversely affects the interests of the Purchaser in the
related Mortgage Loan in the case of a representation and warranty
relating to a particular Mortgage Loan), the party discovering such breach
shall give prompt written notice to the other.
Within 90 days of the earlier of either discovery by or notice to the
Company of any breach of a representation or warranty which materially and
adversely affects the value of the Mortgage Loans or the interests of the
Purchaser, or which materially and adversely affects the interest of the
Purchaser in the related Mortgage Loan in the case of a representation and
warranty relating to the Mortgage Loans, the Company shall use its best
efforts promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Company shall repurchase the affected Mortgage
Loan at the Repurchase Price. In the event that a breach shall involve
any representation or warranty set forth in Section 3.01, and such breach
cannot be cured within 60 days of the earlier of either discovery by or
notice to the Company of such breach, all of the Mortgage Loans shall, at
the Purchaser's option, be repurchased by the Company at the Repurchase
Price. However, if the breach shall involve a representation or warranty
set forth in Section 3.02, the Company shall, within 90 days following the
earlier of discovery by or notice to the Company of such breach, at its
option, and provided that the Company has a Qualifying Substitute Mortgage
Loan, rather than repurchase the Mortgage Loan as provided above, remove
such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place
one or more Qualifying Substitute Mortgage Loans or Loans, provided that
no such substitution shall be made (i) after the two year period beginning
on the Closing Date and (ii) unless the Purchaser has received an Opinion of
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Counsel (at the expense of the Company) that such substitution will not
adversely affect the status of any REMIC established pursuant to the Trust
Agreement as a REMIC or cause any such REMIC to be deemed to have engaged in a
"prohibited transaction" under the REMIC Provisions. If the Company has
no Qualifying Substitute Mortgage Loan, it shall repurchase the deficient
Mortgage Loan. Any repurchase of a Mortgage Loan or Loans pursuant to the
foregoing provisions of this Section 3.03 shall be accomplished by deposit
in the Custodial Account of the amount of the Repurchase Price for
distribution to Purchaser on the next scheduled Remittance Date, after
deducting therefrom any amount received in respect of such repurchased
Mortgage Loan or Loans and being held in the Custodial Account for future
distribution.
At the time of repurchase or substitution, the Purchaser and the
Company shall arrange for the reassignment of the Deleted Mortgage Loan to
the Company and the delivery to the Company of any documents held by the
Purchaser relating to the Deleted Mortgage Loan. In the event of a
repurchase or substitution, the Company shall, simultaneously with such
reassignment, give written notice to the Purchaser that such repurchase or
substitution has taken place, amend the Mortgage Loan Schedule to reflect
the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in
the case of substitution, identify one or more Qualifying Substitute
Mortgage Loans and amend the Mortgage Loan Schedule to reflect the
addition of such Qualifying Substitute Mortgage Loan to this Agreement.
In connection with any such substitution, the Company shall be deemed to
have made as to such Qualifying Substitute Mortgage Loan the
representations and warranties set forth in this Agreement except that all
such representations and warranties set forth in this Agreement shall be
deemed made as of the date of such substitution. The Company shall effect
such substitution by delivering to the Purchaser for such Qualifying
Substitute Mortgage Loan the documents required by the Trust Agreement,
with the Mortgage Note endorsed as required by the Trust Agreement. No
substitution will be made in any calendar month after the Determination
Date for such month. The Company shall deposit in the Custodial Account
the Monthly Payment less the Servicing Fee due on such Qualifying
Substitute Mortgage Loan or Loans in the month following the date of such
substitution. Monthly Payments due with respect to Qualifying Substitute
Mortgage Loans in the month of substitution shall be retained by the
Company. For the month of substitution, distributions to Purchaser shall
include the Monthly Payment due on any Deleted Mortgage Loan in the month
of substitution, and the Company shall thereafter be entitled to retain
all amounts subsequently received by the Company in respect of such
Deleted Mortgage Loan.
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For any month in which the Company substitutes a Qualifying
Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall
determine the amount (if any) by which the aggregate principal balance of
all Qualifying Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Principal Balance of all Deleted Mortgage Loans
(after application of scheduled principal payments due in the month of
substitution). The amount of such shortfall shall be distributed by the
Company in the month of substitution pursuant to Section 5.01.
Accordingly, on the date of such substitution, the Company shall deposit
from its own funds into the Custodial Account an amount equal to the
amount of such shortfall.
In addition to such repurchase or substitution obligation, the
Company shall indemnify the Purchaser and hold it harmless against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and other costs and expenses
resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the Company representations
and warranties contained in this Agreement. It is understood and agreed
that the obligations of the Company set forth in this Section 3.03 to
cure, substitute for or repurchase a defective Mortgage Loan and to
indemnify the Purchaser as provided in this Section 3.03 constitute the
sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Company relating to or arising out of
the breach of any representations and warranties made in Sections 3.01 and
3.02 shall accrue as to any Mortgage Loan upon (i) failure by the Company
to cure such breach or repurchase such Mortgage Loan as specified above,
and (ii) demand upon the Company by the Purchaser for compliance with this
Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
----------------------------------------------
Section 4.01. Company to Act as Servicer. The Company, as an
--------------------------
independent contractor, shall service and administer the Mortgage Loans
and shall have full power and authority, acting alone, to do any and all
things in connection with such servicing and administration which the
Company may deem necessary or desirable, consistent with the terms of this
Agreement and with Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Company may waive
any late payment charge, assumption fee or other fee that may be collected
in the ordinary course of servicing the Mortgage
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Loans. The Company shall not make any future advances to any obligor
under any Mortgage Loan and (unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of the
Company, imminent) the Company shall not permit any modification of any
material term of any Mortgage Loan, including any modification that would
change the Mortgage Interest Rate, defer or forgive the payment of
principal or interest, reduce or increase the outstanding principal
balance (except for actual payments of principal) or change the final
maturity date on such Mortgage Loan. In the event of any such
modification which permits the deferral of interest or principal payments
on any Mortgage Loan, the Company shall, on the Business Day immediately
preceding the Remittance Date in any month in which any such principal or
interest payment has been deferred, make a Monthly Advance in accordance
with Section 5.03, in an amount equal to the difference between (a) such
month's principal and one month's interest at the Remittance Rate on the
unpaid principal balance of such Mortgage Loan and (b) the amount paid by
the Mortgagor. The Company shall be entitled to reimbursement for such
advances to the same extent as for all other advances made pursuant to
Section 5.03. Without limiting the generality of the foregoing, the
Company shall continue, and is hereby authorized and empowered, to execute
and deliver on behalf of itself and the Purchasers, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and
all other comparable instruments, with respect to the Mortgage Loans and
with respect to the Mortgaged Properties. If reasonably required by the
Company, the Purchaser shall furnish the Company with any powers of
attorney and other documents necessary or appropriate to enable the
Company to carry out its servicing and administrative duties under this
Agreement.
In servicing and administering the Mortgage Loans, the Company shall
employ procedures (including collection procedures) and exercise the same
care that it customarily employs and exercises in servicing and
administering mortgage loans for its own account, giving due consideration
to Accepted Servicing Practices where such practices do not conflict with
the requirements of this Agreement.
The Mortgage Loans may be subserviced by one or more Subservicers in
accordance with the servicing provisions of this Agreement on behalf of
the Company, provided that each Subservicer is a FNMA-approved lender or a
FHLMC seller/servicer in good standing, and no event has occurred,
including but not limited to a change in insurance coverage, which would
make it unable to comply with the eligibility requirements for lenders
imposed by FNMA or for seller/servicers imposed by FHLMC, or which would
require notification to FNMA or FHLMC. The Company may perform any of its
servicing responsibilities hereunder or
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may cause the Subservicers to perform any such servicing responsibilities
on its behalf, but the use by the Company of a Subservicer shall not
release the Company from any of its obligations hereunder and the Company
shall remain responsible hereunder for all acts and omissions of each
Subservicer as fully as if such acts and omissions were those of the
Company. Any monies received by any Subservicer in respect of any
Mortgage Loan shall be deemed to have been received by the Company whether
or not actually received by it. The Company shall pay all fees and
expenses of each Subservicer from its own funds, and the aggregate of the
Subservicers' fees shall not exceed the Servicing Fee.
References in this Agreement to performance by the Company of its
servicing responsibilities hereunder shall be deemed to include the
Subservicers acting on behalf of the Company.
At the cost and expense of the Company, without any right of
reimbursement from any Custodial Account, the Company shall be entitled to
terminate the rights and responsibilities of any Subservicer and arrange
for any servicing responsibilities to be performed by a successor
Subservicer meeting the requirements in the second preceding paragraph and
approved by the Purchaser in writing, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at
the Company's option, from electing to service the related Mortgage Loans
itself. In the event that the Company's responsibilities and duties under
this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, the
Company shall at its own cost and expense terminate the rights and
responsibilities of each Subservicer as soon as is reasonably possible.
The Company shall pay all fees, expenses or penalties necessary in order
to terminate the rights and responsibilities of the Subservicers from the
Company's own funds without reimbursement from the Purchaser.
The Company shall be entitled to enter into an agreement with each
Subservicer for indemnification of the Company by such Subservicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any Subservicing Agreement and any other transactions or services relating
to the Mortgage Loans involving any Subservicer shall be deemed to be between
such Subservicer and Company alone, and the Purchaser shall have no
obligations, duties or liabilities with respect to any Subservicer including no
obligation, duty or liability of the Purchaser to pay any Subservicer's fees
and expenses. For purposes of distributions
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and advances by the Company pursuant to this Agreement, the Company shall
be deemed to have received a payment or other recovery in respect of a
Mortgage Loan when any Subservicer has received such payment or recovery.
Section 4.02. Liquidation of Mortgage Loans. In the event that any
-----------------------------
payment due under any Mortgage Loan and not deferred pursuant to Section
4.01 is not paid when the same becomes due and payable, or in the event
the Mortgagor fails to perform any other covenant or obligation under the
Mortgage Loan and such failure continues beyond any applicable grace
period, the Company shall take such action as (1) the Company would take
under similar circumstances with respect to a similar mortgage loan held
for its own account for investment, (2) shall be consistent with Accepted
Servicing Practices, (3) the Company shall determine prudently to be in
the best interest of the Purchaser and (4) is consistent with any related
Primary Mortgage Insurance Policy. In the event that any payment due
under any Mortgage Loan is not deferred pursuant to Section 4.01 and
remains delinquent for a period of 90 days, the Company shall commence
foreclosure proceedings.
Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Company has reasonable cause to believe that
a Mortgaged Property is contaminated by hazardous or toxic substances or
wastes identified as such pursuant to any local, state or federal
environmental law, rule or regulation, or if the Purchaser otherwise
requests an environmental inspection, an inspection of such Mortgaged
Property shall be conducted by a qualified inspector. Upon completion of
the inspection, the Company shall promptly provide the Purchaser with a
written report of the environmental inspection.
In the event that the environmental inspection report indicates that
the Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, the Company shall not proceed with foreclosure or acceptance of a
deed in lieu of foreclosure unless directed to do so by the Purchaser, and
the Company shall be reimbursed for all Servicing Advances made with
respect to the related Mortgaged Property from the Custodial Account
pursuant to Section 4.05. In the event that the Purchaser directs the
Company to proceed with foreclosure or acceptance of a deed in lieu of
foreclosure, the Company shall be reimbursed for all reasonable costs
associated with such foreclosure or acceptance of a deed in lieu of
foreclosure and any related environmental clean-up costs, as applicable,
from the related Liquidation Proceeds, or if the related Liquidation
Proceeds are insufficient to fully reimburse the Company, the
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Company shall be entitled to be reimbursed from amounts in the Custodial
Account pursuant to Section 4.05.
Section 4.03. Collection of Mortgage Loan Payments. Continuously
------------------------------------
from the date hereof until the principal and interest on all Mortgage
Loans are paid in full, the Company shall proceed diligently to collect
all payments due under each of the Mortgage Loans when the same shall
become due and payable and shall ascertain and estimate Escrow Payments
and all other charges that will become due and payable with respect to the
Mortgage Loan and the Mortgaged Property, to the end that the installments
payable by the Mortgagors will be sufficient to pay such charges as and
when they become due and payable.
Section 4.04. Establishment of and Deposits to Custodial Account.
--------------------------------------------------
The Company shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan separate and apart from any of its own funds
and general assets and shall establish and maintain one or more Custodial
Accounts, in the form of time deposit or demand accounts, titled "Norwest
Mortgage, Inc., in trust for The Chase Manhattan Bank, N.A., as Trustee,
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1," or such other designation as the Purchaser
may direct. The Custodial Account shall be established with a Qualified
Depository acceptable to the Purchaser. Any funds deposited in the
Custodial Account shall at all times be fully insured to the full extent
permitted under applicable law. Funds deposited in the Custodial Account
may be drawn on by the Company in accordance with Section 4.05. The
creation of any Custodial Account shall be evidenced by a certification in
the form of Exhibit D-1 hereto, in the case of an account established with
the Company or an affiliate thereof, or by a letter agreement in the form
of Exhibit D-2 hereto, in the case of an account held by a depository
other than the Company or an affiliate thereof. A copy of such
certification or letter agreement shall be furnished to the Purchaser and,
upon request, to any subsequent Purchaser.
Funds in a Custodial Account may be invested in Eligible Investments
which shall mature not later than the earlier of the Business Day
immediately preceding the next succeeding Remittance Date, and such
Eligible Investments shall not be sold or disposed of prior to their
maturity. All income and gain realized from any investment shall be for
the benefit of the Servicer and shall be subject to its withdrawal or
order from time to time. The amount of any losses incurred in respect of
any such investments shall be deposited in the related Custodial Account
by the Servicer out of its own funds immediately as such loss is realized.
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The Company shall deposit in the Custodial Account on a daily basis,
and retain therein, the following collections received by the Company and
payments made by the Company after the Cut-off Date, other than payments
of principal and interest due on or before the Cut-off Date:
(i) all payments on account of principal on the Mortgage Loans,
including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be
deposited pursuant to Section 4.10 (other than proceeds to be held in the
Escrow Account and applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with Section 4.14) and
Section 4.11;
(v) all Condemnation Proceeds which are not applied to the
restoration or repair of the Mortgaged Property;
(vi) any amount (without duplication) required to be deposited in
the Custodial Account pursuant to Sections 4.01, 4.16, 5.03, 6.01 or 6.02;
(vii) any amounts payable in connection with the repurchase of any
Mortgage Loan pursuant to Section 3.03 and all amounts required to be
deposited by the Company in connection with a shortfall in principal
amount of any Qualifying Substitute Mortgage Loan pursuant to Section
3.03;
(viii) with respect to each Principal Prepayment received during the
immediately preceding Prepayment Period, an amount (to be paid by the
Company out of its funds as provided in Section 6.03 hereof) which, when
added to all amounts allocable to interest received in connection with
such Principal Prepayment, equals one month's interest on the amount of
principal so prepaid at the Remittance Rate, the aggregate of such
payments by the Company for any month not to exceed the aggregate of the
Company's Servicing Fees for such month;
(ix) any amounts required to be deposited by the Company pursuant
to Section 4.11 in connection with the deductible clause in any blanket
hazard insurance policy; and
(x) any amounts received with respect to or related to any REO
Property and all REO Disposition Proceeds pursuant to Section 4.16.
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The foregoing requirements for deposit into the Custodial Account
shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments in the nature of late payment
charges and assumption fees, to the extent permitted by Section 6.01, need
not be deposited by the Company into the Custodial Account. Any interest
paid on funds deposited in the Custodial Account by the depository
institution shall accrue to the benefit of the Company and the Company
shall be entitled to retain and withdraw such interest from the Custodial
Account pursuant to Section 4.05.
Section 4.05. Permitted Withdrawals From Custodial Account. The
--------------------------------------------
Company shall, from time to time, withdraw funds from the Custodial
Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the
manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances of the Company's Funds
made pursuant to Section 5.03, the Company's right to reimburse itself
pursuant to this subclause (ii) being limited to amounts received on the
related Mortgage Loan which represent late payments of principal and/or
interest respecting which any such advance was made, it being understood
that, in the case of any such reimbursement, the Company's right thereto
shall be prior to the rights of Purchaser, except that, where the Company
is required to repurchase a Mortgage Loan pursuant to Section 3.03 or
6.02, the Company's right to such reimbursement shall be subsequent to the
payment to the Purchaser of the Repurchase Price pursuant to such sections
and all other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances, and
for any unpaid Servicing Fees, the Company's right to reimburse itself
pursuant to this subclause (iii) with respect to any Mortgage Loan being
limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and such other amounts as may be collected by the Company from
the Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, the Company's
right thereto shall be prior to the rights of Purchaser except where the
Company is required to repurchase a Mortgage Loan pursuant to Section 3.03
or 6.02, in which case the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price
pursuant to such sections and all other amounts required to be paid to the
Purchaser with respect to such Mortgage Loan;
(iv) to reimburse itself for any Nonrecoverable Advance;
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(v) to pay itself investment earnings on funds deposited in the
Custodial Account;
(vi) to reimburse itself for expenses incurred and reimbursable to
it pursuant to Section 8.01;
(vii) to pay any amount required to be paid pursuant to Section 4.16
related to any REO Property (including recordation expenses incurred in
connection with a foreclosure proceeding and the reasonable costs of
obtaining any Opinion of Counsel described in Section 4.16), it being
understood that in the case of any such expenditure or withdrawal related
to a particular REO Property, the amount of such expenditure or withdrawal
from the Custodial Account shall be limited to amounts on deposit in the
Custodial Account with respect to the related REO Property;
(viii) to withdraw funds deposited in error in the Custodial Account;
and
(ix) to clear and terminate the Custodial Account upon the
termination of this Agreement.
Section 4.06. Establishment of and Deposits to Escrow Account. The
-----------------------------------------------
Company shall segregate and hold all funds collected and received pursuant
to a Mortgage Loan constituting Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain
one or more Escrow Accounts, in the form of time deposit or demand
accounts, titled, "Norwest Mortgage, Inc., in trust for The Chase
Manhattan Bank, N.A., as Trustee, Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 1996-1." The Escrow Accounts
shall be established with a Qualified Depository, in a manner which shall
provide maximum available insurance thereunder. Funds deposited in the
Escrow Account may be drawn on by the Company in accordance with Section
4.07. The creation of any Escrow Account shall be evidenced by a
certification in the form of Exhibit E-1 hereto, in the case of an account
established with the Company, or by a letter agreement in the form of
Exhibit E-2 hereto, in the case of an account held by a depository other
than the Company. A copy of such certification shall be furnished to the
Purchaser.
The Company shall deposit in the Escrow Account or Accounts on a
daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans,
for the purpose of effecting timely payment of any such items as required
under the terms of this Agreement and the related Mortgage Notes; and
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(ii) all amounts representing Insurance Proceeds or Condemnation
Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property pursuant to Section 4.14.
The Company shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 4.07. The Company shall be entitled to retain any interest paid
on funds deposited in the Escrow Account by the depository institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the Company shall pay interest
on escrowed funds to the Mortgagor notwithstanding that the Escrow Account
may be non-interest bearing or that interest paid thereon is insufficient
for such purposes.
Section 4.07. Permitted Withdrawals From Escrow Account.
-----------------------------------------
Withdrawals from the Escrow Account or Accounts may be made by the Company
only:
(i) to effect timely payments of ground rents, taxes, assessments,
water rates, mortgage insurance premiums, condominium charges, fire and
hazard insurance premiums or other items constituting Escrow Payments for
the related Mortgage;
(ii) to reimburse the Company for any Servicing Advances made by the
Company pursuant to Section 4.08 with respect to a related Mortgage Loan,
but only from amounts received on the related Mortgage Loan which
represent late collections of Escrow Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess of
the amounts required under the terms of the related Mortgage Loan;
(iv) for transfer to the Custodial Account and application to reduce
the principal balance of the Mortgage Loan in accordance with the terms of
the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the Mortgaged
Property in accordance with the procedures outlined in Section 4.14;
(vi) to pay to the Company, or any Mortgagor to the extent required
by law, any interest paid on the funds deposited in the Escrow Account;
(vii) for application of Buydown Funds in accordance with the terms
of the Mortgage Note;
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(viii) to withdraw funds deposited in error in the Escrow Account; and
(ix) to clear and terminate the Escrow Account on the termination of
this Agreement.
Section 4.08. Payment of Taxes, Insurance and Other Charges. With
---------------------------------------------
respect to each Mortgage Loan, the Company shall maintain accurate records
reflecting the status of any ground rents, taxes, assessments, water
rates, sewer rents, and other charges which are or may become a lien upon
the Mortgaged Property and the status of the Private Mortgage Insurance
Policy premium and fire and hazard insurance coverage and shall obtain,
from time to time, all bills for the payment of such charges (including
renewal premiums) and shall effect payment thereof prior to the applicable
penalty or termination date, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and
accumulated by the Company in amounts sufficient for such purposes, as
allowed under the terms of the Mortgage. To the extent that a Mortgage
does not provide for Escrow Payments, the Company shall make a Servicing
Advance from its own funds to effect such payment upon notice that payment
of such amounts is due and unpaid.
Section 4.09. Protection of Accounts. The Company may transfer the
----------------------
Custodial Account or the Escrow Account to a different Qualified
Depository from time to time. Such transfer shall be made only upon
obtaining the consent of the Purchaser, which consent shall not be
withheld unreasonably.
Section 4.10. Maintenance of Hazard Insurance. The Company shall
-------------------------------
cause to be maintained for each Mortgage Loan hazard insurance such that
all buildings upon the Mortgaged Property are insured by a generally
acceptable insurer that satisfies the requirements of FNMA or FHLMC
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area where the Mortgaged Property is located, in
an amount which is at least equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan and (ii)
the greater of (a) the outstanding principal balance of the Mortgage Loan
and (b) an amount such that the proceeds thereof shall be sufficient to
prevent the Mortgagor or the loss payee from becoming a coinsurer.
If upon origination of the Mortgage Loan, the related Mortgaged
Property was located in an area identified in the Federal Register by the
Flood Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
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is in effect with a generally acceptable insurance carrier that satisfies the
requirements of FNMA or FHLMC in an amount representing coverage equal to
the lesser of (i) the minimum amount required, under the terms of
coverage, to compensate for any damage or loss on a replacement cost basis
(or the unpaid balance of the mortgage if replacement cost coverage is not
available for the type of building insured) and (ii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of
1973, as amended.
If a Mortgage is secured by a unit in a condominium project, the
Company shall verify that the coverage required of the owner's
association, including hazard, flood, liability, and fidelity coverage, is
being maintained in accordance with then current FNMA requirements, and
secure from the owner's association its agreement to notify the Company
promptly of any change in the insurance coverage or of any condemnation or
casualty loss that may have a material effect on the value of the
Mortgaged Property as security.
In the event that the Purchaser or the Company shall determine that
the Mortgaged Property should be insured against loss or damage by hazards
and risks not covered by the insurance required to be maintained by the
Mortgagor pursuant to the terms of the Mortgage, the Company shall
communicate and consult with the Mortgagor with respect to the need for
such insurance and bring to the Mortgagor's attention the desirability of
protection of the Mortgaged Property.
All policies required hereunder shall name the Company as loss payee
and shall be endorsed with standard mortgagee clauses, which shall provide
for at least 30 days prior written notice of any cancellation, reduction
in amount or material change in coverage.
The Company shall furnish to the Mortgagor a formal notice of
expiration of any such insurance in sufficient time for the Mortgagor to
arrange for renewal coverage by the expiration date.
Pursuant to Section 4.04, any amounts collected by the Company under
any such policies (other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to
be released to the Mortgagor in accordance with the terms of the related
Mortgage Note, in accordance with the Company's normal servicing
procedures as specified in Section 4.14) shall be deposited in the Custodial
Account subject to withdrawal pursuant to Section 4.05.
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Section 4.11. Maintenance of Mortgage Impairment Insurance. In the
--------------------------------------------
event that the Company shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended
coverage on all of the Mortgage Loans, then, to the extent such policy
provides coverage in an amount equal to the amount required pursuant to
Section 4.10 and otherwise complies with all other requirements of Section
4.10, it shall conclusively be deemed to have satisfied its obligations as
set forth in Section 4.10. Any amounts collected by the Company under any
such policy relating to a Mortgage Loan shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section 4.05. Such
policy may contain a deductible clause, in which case, in the event that
there shall not have been maintained on the related Mortgaged Property a
policy complying with Section 4.10, and there shall have been a loss which
would have been covered by such policy, the Company shall deposit in the
Custodial Account at the time of such loss the amount not otherwise
payable under the blanket policy because of such deductible clause, such
amount to be deposited from the Company's funds, without reimbursement
therefor. Upon request of the Purchaser, the Company shall cause to be
delivered to the Purchaser a certified true copy of such policy and a
statement from the insurer thereunder that such policy shall in no event
be terminated or materially modified without 30 days' prior written notice
to such Purchaser.
Section 4.12. Maintenance of Fidelity Bond and Errors and Omissions
-----------------------------------------------------
Insurance. The Company shall maintain with responsible companies, at its
- ---------
own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy, with broad coverage on all officers, employees or other persons
acting in any capacity requiring such persons to handle funds, money,
documents or papers relating to the Mortgage Loans ("Company Employees").
Any such Fidelity Bond and Errors and Omissions Insurance Policy shall be
in the form of the Mortgage Banker's Blanket Bond and shall protect and
insure the Company against losses, including forgery, theft, embezzlement,
fraud, errors and omissions and negligent acts of such Company Employees.
Such Fidelity Bond and Errors and Omissions Insurance Policy also shall
protect and insure the Company against losses in connection with the
release or satisfaction of a Mortgage Loan without having obtained payment
in full of the indebtedness secured thereby. No provision of this Section
4.12 requiring such Fidelity Bond and Errors and Omissions Insurance
Policy shall diminish or relieve the Company from its duties and
obligations as set forth in this Agreement. The minimum coverage under
any such bond and insurance policy shall be at least equal to the
corresponding amounts required by FNMA in the FNMA Mortgage-Backed Securities
Selling and Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers'
Guide. Upon the request of the Purchaser, the Company
42
<PAGE>
shall cause to be delivered to the Purchaser a certified true copy of such
fidelity bond and insurance policy and a statement from the surety and the
insurer that such fidelity bond and insurance policy shall in no event be
terminated or materially modified without 30 days' prior written notice to the
Purchaser.
Section 4.13. Inspections. Prior to foreclosure, the Company
-----------
immediately shall inspect the Mortgaged Property and shall conduct
subsequent inspections in accordance with Accepted Servicing Practices or
as may be required by the primary mortgage guaranty insurer. The Company
shall keep a written report of each such inspection.
Section 4.14. Restoration of Mortgaged Property. The Company need
---------------------------------
not obtain the approval of the Purchaser prior to releasing any Insurance
Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the
restoration or repair of the Mortgaged Property if such release is in
accordance with Accepted Servicing Practices and the terms of the related
Mortgage Note. At a minimum, the Company shall comply with the following
conditions in connection with any such release of Insurance Proceeds or
Condemnation Proceeds:
(i) the Company shall receive satisfactory independent verification
of completion of repairs and issuance of any required approvals with
respect thereto;
(ii) the Company shall take all steps necessary to preserve the
priority of the lien of the Mortgage, including, but not limited to
requiring waivers with respect to mechanics' and materialmen's liens;
(iii) the Company shall verify that the Mortgage Loan is not in
default; and
(iv) pending repairs or restoration, the Company shall place the
Insurance Proceeds or Condemnation Proceeds in the Escrow Account.
If the Purchaser is named as an additional loss payee, the Company is
hereby empowered to endorse any loss draft issued in respect of such a
claim in the name of the Purchaser.
Section 4.15. Maintenance of Primary Mortgage Insurance; Claims.
-------------------------------------------------
With respect to each Mortgage Loan with a LTV at origination in excess of
80%, the Company shall, without any cost to the Purchaser, maintain or
cause the Mortgagor to maintain in full force and effect a Primary Mortgage
Insurance Policy issued by a mortgage insurance company acceptable to FNMA or
FHLMC, which policy shall insure at least 30% of the principal balance
43
<PAGE>
of the Mortgage Loan at origination if the LTV is between 97.00% and 90.01%, at
least 25% of such balance if the LTV is between 90.00% and 85.01%, and at least
12% of such balance if the LTV is between 85.00% and 80.01%.
The Company shall pay or shall cause the Mortgagor to pay the premium
thereon on a timely basis, until the LTV of such Mortgage Loan is reduced
to 80%. In the event that such Primary Mortgage Insurance Policy shall be
terminated, the Company shall obtain from another Qualified Insurer a
comparable replacement policy, with a total coverage equal to the
remaining coverage of such terminated Primary Mortgage Insurance Policy.
If the insurer shall cease to be a Qualified Insurer, the Company shall
determine whether recoveries under the Primary Mortgage Insurance Policy
are jeopardized for reasons related to the financial condition of such
insurer, it being understood that the Company shall in no event have any
responsibility or liability for any failure to recover under the Primary
Mortgage Insurance Policy for such reason. If the Company determines that
recoveries are so jeopardized, it shall notify the Purchaser and the
Mortgagor, if required, and obtain from another Qualified Insurer a
replacement insurance policy. The Company shall not take any action which
would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Company
would have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to
Section 6.01, the Company shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption or
substitution of liability in accordance with the terms of such Primary
Mortgage Insurance Policy and shall take all actions which may be required
by such insurer as a condition to the continuation of coverage under such
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance
Policy is terminated as a result of such assumption or substitution of
liability, the Company shall obtain a replacement Primary Mortgage
Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to
prepare and present, on behalf of itself and the Purchaser, claims to the
insurer under any Primary Mortgage Insurance Policy in a timely fashion in
accordance with the terms of such Primary Mortgage Insurance Policy and, in
this regard, to take such action as shall be necessary to permit recovery
under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 4.04, any amounts collected by the Company under any
Primary Mortgage Insurance Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
44
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Section 4.16. Title Management and Disposition of REO Property. In
------------------------------------------------
the event that title to any Mortgaged Property is acquired in foreclosure
or by deed in lieu of foreclosure, the deed or certificate of sale shall
be taken in the name of the Purchaser, or in the event the Purchaser is
not authorized or permitted to hold title to real property in the state
where the REO Property is located, or would be adversely affected under
the "doing business" or tax laws of such state by so holding title, the
deed or certificate of sale shall be taken in the name of such Person or
Persons as shall be consistent with an Opinion of Counsel obtained by the
Company from any attorney duly licensed to practice law in the state where
the REO Property is located. The Person or Persons holding such title
other than the Purchaser shall acknowledge in writing that such title is
being held as nominee for the Purchaser.
The Company shall manage, conserve, protect and operate each REO
Property for the Purchaser solely for the purpose of its prompt
disposition and sale. The Company, either itself or through an agent
selected by the Company, shall manage, conserve, protect and operate the
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same
manner that similar property in the same locality as the REO Property is
managed. The Company shall attempt to sell the same (and may temporarily
rent the same for a period not greater than one year, except as otherwise
provided below) on such terms and conditions as the Company deems to be in
the best interest of the Purchaser
The Company shall dispose of any REO Property as soon as possible and
shall sell such REO Property in any event within two years after title has
been taken to such REO Property, unless (i) the Purchaser shall have been
supplied with an Opinion of Counsel to the effect that the holding by the
Trust of such Mortgaged Property subsequent to such two-year period (and
specifying the period beyond such two-year period for which the Mortgaged
Property may be held) will not result in the imposition of taxes on
"prohibited transactions" of the Trust as defined in section 860F of the
Code, or cause the related REMIC to fail to qualify as a REMIC, in which
case the Trust may continue to hold such Mortgaged Property (subject to
any conditions contained in such Opinion of Counsel), or (ii) the
Purchaser (at the Company's expense) or the Company shall have applied
for, prior to the expiration of such two-year period, an extension of such
two-year period in the manner contemplated by section 856(e)(3) of the
Code, in which case the two-year period shall be extended by the
applicable period. If a period longer than two years is permitted under the
foregoing sentence and is necessary to sell any REO Property, (i) the Company
shall report monthly to the Purchaser as to the progress being made in selling
such REO
45
<PAGE>
Property and (ii) if, with the written consent of the Purchaser, a purchase
money mortgage is taken in connection with such sale, such purchase money
mortgage shall name the Company as mortgagee, and such purchase money mortgage
shall not be held pursuant to this Agreement, but instead a separate
participation agreement between the Company and Purchaser shall be entered into
with respect to such purchase money mortgage.
Notwithstanding any other provision of this Agreement, no Mortgaged
Property held by a REMIC shall be rented (or allowed to continue to be
rented) or otherwise used for the production of income by or on behalf of
the Trust or sold in such a manner or pursuant to any terms that would (i)
cause such Mortgaged Property to fail to qualify at any time as
"foreclosure property" within the meaning of section 860G(a)(8) of the
Code, (ii) subject the Trust to the imposition of any federal or state
income taxes on "net income from foreclosure property" with respect to
such Mortgaged Property within the meaning of section 860G(c) of the Code,
or (iii) cause the sale of such Mortgaged Property to result in the
receipt by the Trust of any income from non-permitted assets as described
in section 860F(a)(2)(B) of the Code, unless the Company has agreed to
indemnify and hold harmless the Trust with respect to the imposition of
any such taxes.
The Company shall also maintain on each REO Property fire and hazard
insurance with extended coverage in amount which is at least equal to the
maximum insurable value of the improvements which are a part of such
property, liability insurance and, to the extent required and available
under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in the amount required above.
The disposition of REO Property shall be carried out by the Company
at such price, and upon such terms and conditions, as the Company deems to
be in the best interests of the Purchaser. The proceeds of sale of the
REO Property shall be promptly deposited in the Custodial Account. As
soon as practical thereafter the expenses of such sale shall be paid and
the Company shall reimburse itself for any related unreimbursed Servicing
Advances, unpaid Servicing Fees and unreimbursed Monthly Advances made
pursuant to Section 5.03, and on the Remittance Date immediately following
the Prepayment Period in which such sale proceeds are received the net
cash proceeds of such sale remaining in the Custodial Account shall be
distributed to the Purchaser.
The Company shall withdraw from the Custodial Account funds necessary
for the proper operation, management and maintenance of each REO Property,
including the cost of maintaining any hazard insurance pursuant to Section
4.10 and the fees of any managing
46
<PAGE>
agent of the Company or the Company itself. The REO management fee shall be
$150 per month per REO Property. The net cash flow from the REO Property
(which shall equal the revenues from such REO Property net of the expenses
described in this Section 4.16 and of any reserves reasonably required from
time to time to be maintained to satisfy anticipated liabilities for such
expenses) shall be deposited in the Custodial Account pursuant to Section 4.04.
Section 4.17. Real Estate Owned Reports. Together with the
-------------------------
statement furnished pursuant to Section 5.02, the Company shall furnish to
the Purchaser on or before the Remittance Date each month a statement with
respect to any REO Property covering the operation of such REO Property
for the previous month and the Company's efforts in connection with the
sale of such REO Property and any rental of such REO Property incidental
to the sale thereof for the previous month. That statement shall be
accompanied by such other information as the Purchaser shall reasonably
request.
Section 4.18. Liquidation Reports. Upon the foreclosure sale of any
-------------------
Mortgaged Property or the acquisition thereof by the Purchaser pursuant to
a deed in lieu of foreclosure, the Company shall submit to the Purchaser a
liquidation report with respect to such Mortgaged Property.
Section 4.19. Reports of Foreclosures and Abandonments of Mortgaged
-----------------------------------------------------
Property. Following the foreclosure sale or abandonment of any Mortgaged
- --------
Property, the Company shall report such foreclosure or abandonment as
required pursuant to Section 6050J of the Code.
ARTICLE V
PAYMENTS TO PURCHASER
---------------------
Section 5.01. Remittances. On each Remittance Date the Company
-----------
shall remit by wire transfer of immediately available funds to the
Purchaser the sum of (a) all amounts deposited in the Custodial Account as
of the close of business on the Determination Date (net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05) and
(b) all amounts, if any, which the Company is obligated to distribute
pursuant to Section 5.03, but not including (i) any amounts attributable
to Principal Prepayments received after the immediately preceding
Prepayment Period, (ii) any Liquidation Proceeds and Insurance Proceeds
received after the immediately preceding Prepayment Period, and (iii) any
amounts attributable to Monthly Payments collected but due on a Due Date or
Dates subsequent to the related Due Period, all of which amounts,
47
<PAGE>
together with any additional interest required to be deposited into the
Custodial Account in connection with a Principal Prepayment in accordance with
Section 4.04(viii), shall be remitted on the next succeeding Remittance Date.
With respect to any remittance received by the Purchaser after the
second Business Day following the Remittance Date on which such payment
was due, the Company shall pay to the Purchaser interest on any such late
payment at an annual rate equal to the Prime Rate, adjusted as of the date
of each change, plus three percentage points, but in no event greater than
maximum amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Company on the date such late
payment is made and shall cover the period commencing with the day
following such second Business Day and ending with the Business Day on
which such payment is made, both inclusive. Such interest shall be
remitted along with the distribution payable on the next succeeding
Remittance Date. The payment by the Company of any such interest shall
not be deemed an extension of time for payment or a waiver of any Event of
Default by the Company.
Section 5.02. Statements to Purchaser. Not later than the
-----------------------
Remittance Date, the Company shall furnish to the Purchaser a Monthly
Remittance Advice, with a trial balance report attached thereto, in the
form of Exhibit F annexed hereto, and an electronic tape, computer
diskette or other electronic data transmission in a format acceptable to
the Purchaser, containing the information set forth in Exhibit G hereto,
as to the preceding remittance and the period ending on the preceding
Determination Date.
In addition, not more than 60 days after the end of each calendar
year, the Company shall furnish to the Trustee an annual statement in
accordance with the requirements of applicable federal income tax law as
to the aggregate of remittances for the applicable portion of such year.
Such obligation of the Company shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided
by the Company pursuant to any requirements of the Code as from time to
are in force.
The Company shall prepare and file any and all tax returns,
information statements or other filings relating to the period of time
prior to the sale of the Mortgage Loans by the Company to the Purchaser
required to be delivered to any governmental taxing authority pursuant to any
applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide the Purchaser with
such
48
<PAGE>
information concerning the Mortgage Loans as is necessary for the Purchaser to
prepare its federal income tax returns.
Section 5.03. Monthly Advances by Company. On the Business Day
---------------------------
immediately preceding each Remittance Date, the Company shall deposit in
the Custodial Account from its own funds an amount equal to all Monthly
Payments (with interest adjusted to the Remittance Rate) which were due on
the Mortgage Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately preceding
Determination Date or which were deferred pursuant to Section 4.01. The
Company's obligation to make such Monthly Advances as to any Mortgage Loan
will continue through the last Monthly Payment due prior to the payment in
full of the Mortgage Loan, or through the last Remittance Date prior to
the Remittance Date for the distribution of all Liquidation Proceeds and
other payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan; provided,
however, that the Company shall not be obligated to make any Monthly
Advance to the extent that, in its reasonable judgement, the Company
determines that such Monthly Advance will not be ultimately recoverable by
it either out of late payments by the Mortgagor, Liquidation Proceeds,
Insurance Proceeds or otherwise, such determination (and any determination
by the Company that it had made a Nonrecoverable Advance) to be certified
by the Company by delivery of an Officer's Certificate substantially in
the form of Exhibit H hereto to the Purchaser on or prior to the Business
Day preceding the related Remittance Date.
ARTICLE VI
GENERAL SERVICING PROCEDURES
----------------------------
Section 6.01. Transfers of Mortgaged Property. The Company shall
-------------------------------
use its best efforts to enforce any "due-on-sale" provision contained in
any Mortgage or Mortgage Note and to deny assumption by the person to whom
the Mortgaged Property has been or is about to be sold whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the Company shall, to the
extent it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Mortgage Loan under the "due-on-sale"
clause applicable thereto, provided, however, that the Company shall not
exercise such rights if prohibited by law from doing so or if the exercise
of such rights will impair or threaten to impair any recovery under the related
Primary Mortgage Insurance Policy, if any.
49
<PAGE>
If the Company reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, the Company shall enter into (i) an
assumption and modification agreement with the person to whom such
property has been conveyed, pursuant to which such person becomes liable
under the Mortgage Note and the original Mortgagor remains liable thereon
or (ii) in the event the Company is unable under applicable law to require
that the original Mortgagor remain liable under the Mortgage Note and the
Company has the prior consent of the primary mortgage guaranty insurer, a
substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from
liability and the purchaser of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. If an assumption
fee is collected by the Company for entering into an assumption agreement,
a portion of such fee, up to an amount equal to one-half of one percent
(0.5%) of the outstanding principal balance of the related Mortgage Loan,
will be retained by the Company as additional servicing compensation, and
any portion thereof in excess of one-half of one percent (0.5%) shall be
deposited in the Custodial Account for the benefit of the Purchaser. In
connection with any such assumption, neither the Mortgage Interest Rate
borne by the related Mortgage Note, the term of the Mortgage Loan nor the
outstanding principal amount of the Mortgage Loan shall be changed.
To the extent that any Mortgage Loan is assumable, the Company shall
inquire diligently into the creditworthiness of the proposed transferee,
and shall use the underwriting criteria for approving the credit of the
proposed transferee which are used by the Company with respect to
underwriting mortgage loans of the same type as the Mortgage Loans. If
the credit of the proposed transferee does not meet such underwriting
criteria, the Company diligently shall, to the extent permitted by the
Mortgage or the Mortgage Note and by applicable law, accelerate the
maturity of the Mortgage Loan.
Section 6.02. Satisfaction of Mortgages and Release of Mortgage
-------------------------------------------------
Files. Upon the payment in full of any Mortgage Loan, or the receipt by
- -----
the Company of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Company shall notify the Purchaser
in the Monthly Remittance Advice as provided in Section 5.02, and may
request the release of any Mortgage Loan Documents.
If the Company satisfies or releases a Mortgage without first having
obtained payment in full of the indebtedness secured by the Mortgage or should
the Company otherwise prejudice any rights the Purchaser may have under the
mortgage instruments, upon written demand of the Purchaser, the Company shall
50
<PAGE>
repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof
in the related Custodial Account within two Business Days of receipt of such
demand by the Purchaser. The Company shall maintain the Fidelity Bond and
Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring
the Company against any loss it may sustain with respect to any Mortgage Loan
not satisfied in accordance with the procedures set forth herein.
Section 6.03. Servicing Compensation. As compensation for its
----------------------
services hereunder, the Company shall be entitled to withdraw from the
Custodial Account or to retain from interest payments on the Mortgage
Loans the amount of its Servicing Fee, less any amounts payable by the
Company pursuant to Section 4.04(viii). The Servicing Fee shall be
payable monthly and shall be computed on the basis of the same unpaid
principal balance and for the period as to which any related interest
payment on a Mortgage Loan is computed. The Servicing Fee shall be
payable only at the time of and with respect to those Mortgage Loans for
which payment is in fact made of the entire amount of the Monthly Payment.
The obligation of the Purchaser to pay the Servicing Fee is limited to,
and payable solely from, the interest portion of such Monthly Payments
collected by the Company. The aggregate of the Servicing Fees for any
month with respect to the Mortgage Loans shall be reduced by any amount
payable by the Company with respect to such month pursuant to Section
4.04(viii).
Additional servicing compensation in the form of assumption fees, to
the extent provided in Section 6.01, and late payment charges shall be
retained by the Company to the extent not required to be deposited in the
Custodial Account. The Company shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and
shall not be entitled to reimbursement thereof except as specifically
provided for herein.
Section 6.04. Annual Statement as to Compliance. The Company shall
---------------------------------
deliver to the Purchaser, on or before March 31 of each year beginning
March 31, 1997, an Officer's Certificate, stating that (i) a review of the
activities of the Company during the preceding calendar year and of
performance under this Agreement has been made under such officer's
supervision, and (ii) the Company has complied fully with the provisions
of Article II and Article IV, and (iii) to the best of such officer's
knowledge, based on such review, the Company has fulfilled all its
obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof and the action
being taken by the Company to cure such default.
51
<PAGE>
Section 6.05. Annual Independent Public Accountants' Servicing
------------------------------------------------
Report. On or before March 31 of each year beginning March 31, 1997, the
- ------
Company, at its expense, shall cause a firm of independent public
accountants which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Purchaser to the effect
that such firm has examined certain documents and records relating to the
servicing of mortgage loans similar in nature to the Mortgage Loans and
that such firm is of the opinion that the provisions of Article II and
Article IV of this Agreement have been complied with, and that, on the
basis of such examination conducted substantially in compliance with the
Single Attestation Program for Mortgage Bankers, nothing has come to their
attention that would indicate that such servicing has not been conducted
in compliance therewith, except for (i) such exceptions as such firm shall
believe to be immaterial, and (ii) such other exceptions as shall be set
forth in such statement. By providing to the Purchaser a copy of a
Uniform Single Attestation Program Report from their independent public
accountants on an annual basis as described above, the Company shall be
considered to have fulfilled its obligations under this Section 6.05.
Section 6.06. Right to Examine Company Records. The Purchaser shall
--------------------------------
have the right to examine and audit any and all of the books, records, or
other information of the Company, whether held by the Company or by
another on its behalf, with respect to or concerning this Agreement or the
Mortgage Loans, during business hours or at such other times as may be
reasonable under applicable circumstances, upon reasonable advance notice.
Any such examination or audit shall not be an expense of the Company.
ARTICLE VII
COMPANY TO COOPERATE
--------------------
Section 7.01. Provision of Information. During the term of this
------------------------
Agreement, the Company shall furnish to the Purchaser such periodic,
special, or other reports or information and copies or originals of any
documents contained in the Servicing File for each Mortgage Loan, whether
or not provided for herein, as shall be necessary, reasonable, or
appropriate with respect to the Purchaser, any regulatory requirement
pertaining to the Purchaser or the purposes of this Agreement. All such
reports, documents or information shall be provided by and in accordance
with all reasonable instructions and directions which the Purchaser may give.
The Company shall execute and deliver all such instruments and take
all such action as the Purchaser may reasonably request
52
<PAGE>
from time to time, in order to effectuate the purposes and to carry out the
terms of this Agreement.
Section 7.02. Financial Statements; Servicing Facility. The Company
----------------------------------------
shall furnish promptly to the Purchaser upon request a Consolidated
Statement of Operations of the Company for the most recently completed
five years for which such a statement is available, as well as a
Consolidated Statement of Condition at the end of the last two fiscal
years covered by such Consolidated Statement of Operations. The Company
also shall make available any comparable interim statements to the extent
any such statements have been prepared by or on behalf of the Company (and
are available upon request to members or stockholders of the Company or to
the public at large).
The Company also shall make available to the Purchaser or a
knowledgeable financial or accounting officer for the purpose of answering
questions respecting recent developments affecting the Company or the
financial statements of the Company.
ARTICLE VIII
THE COMPANY
-----------
Section 8.01. Indemnification; Third Party Claims. The Company
-----------------------------------
shall indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs,
fees and expenses that the Purchaser may sustain in any way related to the
failure of the Company to perform its duties and service the Mortgage
Loans in strict compliance with the terms of this Agreement. The Company
immediately shall notify the Purchaser if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans, assume (with the
prior written consent of the Purchaser) the defense of any such claim and
pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or the Purchaser in respect of such claim. The Company
shall follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser promptly shall reimburse the
Company for all amounts advanced by it pursuant to the preceding sentence
except when the claim is in any way related to the Company's
indemnification pursuant to Section 3.03, or the failure of the Company to
service and administer the Mortgage Loans in strict compliance with the terms
of this Agreement.
Section 8.02. Merger or Consolidation of the Company. Except as set
--------------------------------------
forth in the following paragraph, the Company shall
53
<PAGE>
keep in full effect its existence, rights and franchises as a corporation, and
shall obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement or any
of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to
which the Company shall be a party, or any Person succeeding to the
business of the Company, shall be the successor of the Company hereunder,
without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding, provided, however, that the successor or surviving Person
shall be an institution (i) having a net worth of not less than
$15,000,000, and (ii) which is a FNMA approved servicer in good standing.
Section 8.03. Limitation on Liability of Company and Others.
---------------------------------------------
Neither the Company nor any of the directors, officers, employees or
agents of the Company shall be under any liability to the Purchaser for
any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment, provided,
however, that this provision shall not protect the Company or any such
person against any breach of warranties or representations made herein, or
failure to perform its obligations in strict compliance with any standard
of care set forth in this Agreement, or any liability which would,
otherwise be imposed by reason of any breach of the terms and conditions
of this Agreement. The Company and any director, officer, employee or
agent of the Company may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Company shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental
to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its opinion may involve it in any expense or
liability, provided, however, that the Company may, with the consent of
the Purchaser, undertake any such action which it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the
parties hereto. In such event, the Company shall be entitled to
reimbursement from the Purchaser of the reasonable legal expenses and
costs of such action.
Section 8.04. Limitation on Resignation and Assignment by Company.
---------------------------------------------------
The Purchaser has entered into this Agreement with the Company in reliance
upon the independent status of the Company, and the representations as to
the adequacy of its servicing facilities, plant, personnel, records and
procedures, its
54
<PAGE>
integrity, reputation and financial standing, and the continuance thereof.
Therefore, the Company shall neither assign this Agreement or the servicing
hereunder or delegate its rights or duties hereunder or any portion hereof or
sell or otherwise dispose of all or substantially all of its property or assets
without the prior written consent of the Purchaser, which consent shall be
granted or withheld in the sole discretion of the Purchaser; provided, that any
such sale or disposition pursuant to Section 8.02 shall not require the consent
of the Purchaser under this Section 8.04.
The Company shall not resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or
upon the determination that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Company.
Any such determination permitting the resignation of the Company shall be
evidenced by an Opinion of Counsel to such effect delivered to the
Purchaser which Opinion of Counsel shall be in form and substance
reasonably acceptable to the Purchaser. No such resignation shall become
effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in
Section 11.01.
Without in any way limiting the generality of this Section 8.04, in
the event that the Company either shall assign this Agreement or the
servicing responsibilities hereunder or delegate its duties hereunder or
any portion thereof (to other than the Subservicer) or sell or otherwise
dispose of all or substantially all of its property or assets, without the
prior written consent of the Purchaser, then the Purchaser shall have the
right to terminate this Agreement upon notice given as set forth in
Section 9.01, without any payment of any penalty or damages and without
any liability whatsoever to the Company or any third party.
ARTICLE IX
DEFAULT
-------
Section 9.01. Events of Default. Each of the following shall
-----------------
constitute an Event of Default on the part of the Company:
(i) any failure by the Company to remit to the Purchaser any
payment required to be made under the terms of this Agreement 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 received by
the Company from the Purchaser; or
55
<PAGE>
(ii) failure by the Company duly to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Company set forth in this Agreement which continues unremedied for a
period of 30 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by
the Purchaser; or
(iii) failure by the Company to maintain any license required to do
business in any jurisdiction where a Mortgaged Property is located; or
(iv) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, including bankruptcy,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Company and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(v) the Company shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or
relating to the Company or of or relating to all or substantially all of
its property; or
(vi) the Company shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of
any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment
of its obligations or cease its normal business operations for three
Business Days; or
(vii) the Company ceases to meet the qualifications of a FNMA
seller/servicer; or
(viii) the Company attempts to assign its right to servicing
compensation hereunder or the Company attempts, without the consent of the
Purchaser, to sell or otherwise dispose of all or substantially all of its
property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any
portion thereof (to other than the Subservicer) in violation of Section
8.04.
In each and every such case, so long as an Event of Default shall not
have been remedied (within, if applicable, the period specified), in
addition to whatsoever rights the Purchaser may have at law or equity to
damages, including injunctive relief and specific performance, the
Purchaser, by notice in writing to the
56
<PAGE>
Company, may terminate all the rights and obligations of the Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof.
Upon receipt by the Company of such written notice, all authority and
power of the Company under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from any
Purchaser, the Company shall prepare, execute and deliver to the successor
entity designated by the Purchaser any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and
do or cause to be done all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the Mortgage
Loans and related documents, at the Company's sole expense. The Company
shall cooperate with the Purchaser and such successor in effecting the
termination of the Company's responsibilities and rights hereunder,
including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be
credited by the Company to the Custodial Account or Escrow Account or
thereafter received with respect to the Mortgage Loans.
Section 9.02. Waiver of Defaults. By a written notice, the
------------------
Purchaser may waive any default by the Company in the performance of its
obligations hereunder and its consequences. Upon any waiver of a past
default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE X
TERMINATION
-----------
Section 10.01. Termination. This Agreement shall terminate upon
-----------
either: (i) the later of the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or the disposition
of any REO Property with respect to the last Mortgage Loan and the
remittance of all funds due hereunder; or (ii) mutual consent of the Company
and the Purchaser in writing.
57
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
------------------------
Section 11.01. Successor to Company. Prior to termination of the
--------------------
Company's responsibilities and duties under this Agreement pursuant to
Sections 8.04, 9.01 or 10.01, the Purchaser shall (i) succeed to and
assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the
characteristics set forth in clauses (i) and (ii) of Section 8.02 which
shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Company under this Agreement prior to the
termination of Company's responsibilities, duties and liabilities under
this Agreement. In connection with such appointment and assumption, the
Purchaser may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree. In the event that the Company's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Company shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of
such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The
resignation or removal of the Company pursuant to the aforementioned
sections shall not become effective until a successor shall be appointed
pursuant to this Section 11.01 and shall in no event relieve the Company
of the representations and warranties made pursuant to Sections 3.01 and
3.02 and the remedies available to the Purchaser under Section 3.03, it
being understood and agreed that the provisions of such Sections 3.01,
3.02, and 3.03 shall be applicable to the Company notwithstanding any such
sale, assignment, resignation or termination of the Company, or the
termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Company and to the Purchaser an instrument accepting
such appointment, wherein the successor shall make the representations and
warranties set forth in Section 3.01, except for subsections (i), (j), (k)
and (l) thereof, whereupon such successor shall become fully vested with
all the rights, powers, duties, responsibilities, obligations and
liabilities of the Company, with like effect as if originally named as a
party to this Agreement. Any termination or resignation of the Company or
termination of this Agreement pursuant to Section 8.04, 9.01, 10.01 or
10.02 shall not affect any claims that any Purchaser may have against the
Company
58
<PAGE>
arising out of the Company's actions or failure to act prior to any such
termination or resignation.
The Company shall deliver promptly to the successor servicer the
Funds in the Custodial Account, REO Account and Escrow Account and all
Mortgage Files and related documents and statements held by it hereunder
and the Company shall account for all funds and shall execute and deliver
such instruments and do such other things as may reasonably be required to
more fully and definitively vest in the successor all such rights, powers,
duties, responsibilities, obligations and liabilities of the Company.
Section 11.02. Amendment. Capitalized terms used in this Section
---------
11.02 but not defined in this Agreement shall have the meanings assigned
to them in the Trust Agreement.
(a) This Agreement may be amended from time to time by the Company
and the Purchaser (i) to cure any ambiguity, (ii) to correct or supplement
any provision herein which may be inconsistent with any other provisions
herein, (iii) to make any other provisions, with respect to matters or
questions arising under this Agreement or (iv) to add, delete, or amend
any provisions to the extent necessary or desirable to comply with any
requirements imposed by the Code and the REMIC Provisions. No such
amendment effected pursuant to the preceding sentence shall, as evidenced
by an Opinion of Counsel, adversely affect the status of any REMIC created
pursuant to the Trust Agreement, nor shall such amendment effected
pursuant to clause (iii) of such sentence adversely affect in any material
respect the interests of any Holder of any Certificates issued by the
Trust. Prior to entering into any amendment pursuant to this paragraph,
the Purchaser may require an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material respect any Holder of Certificates, if
the Purchaser receives written confirmation from each Rating Agency that
such amendment will not cause such Rating Agency to reduce the then
current rating assigned to the Certificates (and any Opinion of Counsel
requested by the Trustee in connection with any such amendment may rely
expressly on such confirmation as the basis therefor).
(b) This Agreement may also be amended from time to time by the
Company and the Purchaser with the consent of the Holders of not less than
66-2/3% of the Aggregate Certificate Principal Amount of each Class of
Certificates affected thereby for the purpose of adding any provisions to
or changing in any manner or deleting any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders (except
as such
59
<PAGE>
additions, changes, deletions or modifications may be permitted under
Section 11.02(a) above); provided, however, that no such amendment shall
be made unless the Purchaser receives an Opinion of Counsel, at the
expense of the party requesting the change, that such change will not
adversely affect the status of any REMIC created pursuant to the Trust
Agreement as a REMIC or cause a tax to be imposed on any such REMIC.
Section 11.03. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
APPLIED IN SUCH STATE.
Section 11.04. Duration of Agreement. This Agreement shall continue
---------------------
in existence and effect until terminated as herein provided, except that
Sections 3.01, 3.02, 8.01 and 8.03 shall survive such termination. This
Agreement shall remain in full force and effect notwithstanding transfers
of the Mortgage Loans by the Purchaser or any subsequent transferee.
Section 11.05. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given
if personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows, or to such other address as either party (or its
assignee or any subsequent assignee thereof, in the case of the Purchaser)
may designate by notice to the other party:
(i) if to the Company:
Norwest Mortgage, Inc.
405 Southwest 5th Street
Des Moines, Iowa 50309-4603
Attention: General Counsel
or such other address as may hereafter be furnished to the Purchaser in
writing by the Company;
(ii) if to the Purchaser:
Lehman Capital, A Division of
Lehman Brothers Holdings Inc.
200 Vesey Street
New York, New York 10285
Attention: Manager, Contract Finance
60
<PAGE>
with a copy to:
John Arnholz
Brown & Wood
815 Connecticut Avenue, N.W.
Suite 701
Washington, D.C. 20006
Section 11.06. Severability of Provisions. If any one or more of the
--------------------------
covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of
this Agreement.
Section 11.07. Relationship of Parties. Nothing herein contained
-----------------------
shall be deemed or construed to create a partnership or joint venture
between the parties hereto and the services of the Company shall be
rendered as an independent contractor and not as agent for the Purchaser.
Section 11.08. Execution; Successors and Assigns. This
---------------------------------
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed,
shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement. This Agreement shall inure to the
benefit of and be binding upon the Company and the Purchaser and their
respective successors and assigns.
Section 11.09. Recordation of Assignments of Mortgage. To the extent
--------------------------------------
permitted by applicable law, each of the Assignments of Mortgage is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
of the Mortgaged Properties is situated, and in any appropriate public
recording office or elsewhere, such recordation to be effected at the
Purchaser's expense in the event recordation is either necessary under
applicable law or requested by the Purchaser at its sole option.
Section 11.10. Assignment by Purchaser. The Purchaser shall have the
-----------------------
right, without the consent of the Company, to assign, in whole or in part,
its interest under this Agreement with respect to the Mortgage Loans
(other than any rights of the Purchaser under Section 11.12) to the
Depositor, which in turn shall assign its interest under this Agreement
with respect to the Mortgage Loans to the Trustee, and the Trustee shall
succeed to all rights of the Purchaser under this Agreement. All
references to the Purchaser (other than in Section 11.12) in this
Agreement shall
61
<PAGE>
be deemed to include its assignee or designee and any subsequent assignee,
specifically including the Trustee.
Section 11.11. No Solicitation. From and after the date of execution
---------------
of this Agreement, the Company agrees that it will not take any action or
permit or cause any action to be taken by any of its agents or affiliates,
or by any independent contractors on the Company's behalf, to solicit the
borrower or obligor under any Mortgage Loan for purposes relating to the
marketing of the Company's first mortgage loan products, including to
refinance a Mortgage Loan, in whole or in part, without the prior written
consent of the Purchaser. Notwithstanding the foregoing, it is understood
and agreed that general promotions undertaken by the Company or any
affiliate of the Company, including, without limitation, mass mailings
based on commercially acquired mailing lists, and newspaper, radio and
television advertisements, shall not constitute solicitation under this
Section 11.11.
Section 11.12. Reconstitution. The Company agrees to cooperate with
--------------
Lehman Capital in the securitization of the Mortgage Loans (i.e., the
formation of a trust and the issuance of securities evidencing interests
therein). The Company agrees to review and adhere to the terms of any
agreements that may be required to facilitate such securitization, it
being understood that any such agreements will not impose upon the Company
any obligations more burdensome than those contained in this Agreement,
and to provide and execute such certificates, legal opinions and other
documents as may be necessary to facilitate such securitization.
The Company shall not reveal to any party, without the written
consent of Lehman Capital, the price paid to the Company by Lehman Capital
for the Mortgage Loans, except to the extent that it is appropriate for
the Company to reveal such information to its legal counsel, its auditors,
and taxing authorities or other governmental authorities.
62
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Lonnie Rothbort
-----------------------------------------
Name: Lonnie Rothbort
Title: Vice President
NORWEST MORTGAGE, INC.
By: /s/ Trisha Ruseski
-----------------------------------------
Name: Trisha Ruseski
Title: Trader
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of April, 1996 before me, a Notary Public in and for
said State, personally appeared Michael J. O'Hanlon, known to me to be
Vice President of Lehman Capital, A Division of Lehman Brothers Holdings
Inc., the corporation that executed the within instrument and also known
to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ Maryann Biefeld
--------------------------------------------
Notary Public
My Commission expires 10/21/97
----------------------
<PAGE>
STATE OF IOWA )
) ss.:
COUNTY OF DALLAS )
On the 25th day of April, 1996 before me, a Notary Public in and for
said State, personally appeared Trisha Ruseski, known to me to be
__________________ of Norwest Mortgage, Inc., the corporation that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ Melanie Krakowski
--------------------------------------------
Notary Public
My Commission expires 5/20/97
----------------------
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<PAGE>
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by
the Purchaser, and which shall be retained by the Company in the Servicing
File or delivered to the Purchaser pursuant to Section 2.03 of the
Mortgage Loan Sale, Warranties and Servicing Agreement to which this
Exhibit is attached (the "Agreement"):
1. The original Mortgage Note endorsed without recourse in proper
form as follows: "Pay to the order of The Chase Manhattan Bank,
N.A., as Trustee under a Trust Agreement dated as of April 1, 1996,
between Structured Asset Securities Corporation, as Depositor, and
the Trustee relating to Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 1996-1, without recourse"
(in each case, with all necessary intervening endorsements as
applicable).
2. The original of any guarantee executed in connection with the
Mortgage Note (if any).
3. The original recorded Mortgage with evidence of recording
indicated thereon. If, in connection with any Mortgage Loan, the
Company cannot deliver the Mortgage with evidence of recording
thereon on or prior to the Closing Date because of a delay caused by
the public recording office where such Mortgage has been delivered
for recordation or because such Mortgage has been lost, the Company
shall deliver or cause to be delivered to the Trustee (or its
custodian), in the case of a delay due to recording, a true copy of
such Mortgage, pending delivery of the original thereof, together
with an Officer's Certificate of the Company certifying that the copy
of such Mortgage delivered to the Trustee (or its custodian) is a
true copy and that the original of such Mortgage has been forwarded
to the public recording office, or, in the case of a Mortgage that
has been lost, a copy thereof (certified as provided for under the
laws of the appropriate jurisdiction) and a written Opinion of
Counsel acceptable to the Trustee and the Company that an original
recorded Mortgage is not required to enforce the Trustee's interest
in the Mortgage Loan.
4. The original of each assumption, modification or substitution
agreement, if any, relating to the
<PAGE>
Mortgage Loans, with evidence of recording thereon, or, as to any
assumption, modification or substitution agreement which cannot be
delivered on or prior to the Closing Date because of a delay caused
by the public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a
photocopy of such assumption, modification or substitution agreement,
pending delivery of the original thereof, together with an Officer's
Certificate of the Company certifying that the copy of such
assumption, modification or substitution agreement delivered to the
Trustee (or its custodian) is a true copy and that the original of
such agreement has been forwarded to the public recording office.
5. The original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording. The Assignment of
Mortgage must be duly recorded only if recordation is either
necessary under applicable law or commonly required by private
institutional mortgage investors in the area where the Mortgaged
Property is located or on direction of the Purchaser. If the
Assignment of Mortgage is to be recorded, the Mortgage shall be
assigned to the Purchaser. If the Assignment of Mortgage is not to
be recorded, the Assignment of Mortgage shall be delivered in blank.
If the Mortgage Loan was acquired by the Company in a merger, the
Assignment of Mortgage must be made by "Norwest Mortgage, Inc.,
successor by merger to (name of predecessor)." If the Mortgage Loan
was acquired or originated by the Company while doing business under
another name, the Assignment of Mortgage must be by "Norwest
Mortgage, Inc., formerly known as (previous name)." Subject to the
foregoing, and where permitted under the applicable laws of the
jurisdiction wherein the Mortgaged Property is located, such
assignments of Mortgage may be made by blanket assignments for
Mortgage Loans secured by the Mortgaged Properties located in the
same county.
6. If applicable, such original intervening assignments of the Mortgage,
notice of transfer or equivalent instrument (each, an "Intervening
Assignment"), as may be necessary to show a complete chain of title
to the Mortgage from the originator to the Trustee, or, in the case
of an Intervening Assignment that has been lost, a written Opinion of
Counsel acceptable to the Trustee that such original Intervening
Assignment is not
2
<PAGE>
required to enforce the Trustee's interest in the Mortgage Loans.
7. The original Primary Mortgage Insurance Policy or certificate of
insurance, where required pursuant to the Agreement.
8. The original mortgagee policy of title insurance or attorney's
opinion of title and abstract of title.
9. Any security agreement, chattel mortgage or equivalent executed in
connection with the Mortgage or as to any security agreement, chattel
mortgage or their equivalent that cannot be delivered on or prior to
the Closing Date because of a delay caused by the public recording
office where such document has been delivered for recordation, a
photocopy of such document, pending delivery of the original thereof,
together with an Officer's Certificate of the Company certifying that
the copy of such security agreement, chattel mortgage or their
equivalent delivered to the Trustee (or its custodian) is a true copy
and that the original of such document has been forwarded to the
public recording office.
10. The original hazard insurance policy and, if required by law, flood
insurance policy, in accordance with Section 4.10 of the Agreement.
11. Residential loan application.
12. Mortgage Loan closing statement.
13. Credit report on the Mortgagor.
14. Residential appraisal report.
15. Photograph of the Mortgaged Property.
16. Survey of the Mortgaged Property.
17. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy,
i.e., map or plat, restrictions, easements, sewer agreements, home
association declarations, etc.
18. All required disclosure statements.
3
<PAGE>
19. If available, termite report, structural engineer's report, water
potability and septic certification.
20. Sales contract (if applicable).
21. Tax receipts, insurance premium receipts, ledger sheets, payment
history from date of origination, insurance claim files,
correspondence, current and historical computerized data files, and
all other processing, underwriting and closing papers and records
which are customarily contained in a mortgage loan file and which are
required to document the Mortgage Loan or to service the Mortgage
Loan.
4
<PAGE>
EXHIBIT C-1
MORTGAGE LOAN DOCUMENTS
The Mortgage Loan Documents for each Mortgage Loan shall include each
of the following items, which shall be delivered to the Purchaser pursuant
to Section 2.03 of the Mortgage Loan Sale, Warranties and Servicing
Agreement to which this Exhibit is annexed (the "Agreement"):
(a) the original Mortgage Note endorsed without recourse in proper
form as follows: "Pay to the order of The Chase Manhattan Bank, N.A., as
Trustee under a Trust Agreement dated as of April 1, 1996, between
Structured Asset Securities Corporation, as Depositor, and the Trustee
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1, without recourse" (in each case, with all
necessary intervening endorsements as applicable);
(b) the original of any guarantee executed in connection with the
Mortgage Note;
(c) the original recorded Mortgage with evidence of recording
indicated thereon. If, in connection with any Mortgage Loan, the Company
cannot deliver the Mortgage with evidence of recording thereon on or prior
to the Closing Date because of a delay caused by the public recording
office where such Mortgage has been delivered for recordation or because
such Mortgage has been lost, the Company shall deliver or cause to be
delivered to the Trustee (or its custodian), in the case of a delay due to
recording, a true copy of such Mortgage, pending delivery of the original
thereof, together with an Officer's Certificate of the Company certifying
that the copy of such Mortgage delivered to the Trustee (or its custodian)
is a true copy and that the original of such Mortgage has been forwarded
to the public recording office, or, in the case of a Mortgage that has
been lost, a copy thereof (certified as provided for under the laws of the
appropriate jurisdiction) and a written Opinion of Counsel acceptable to
the Trustee and the Company that an original recorded Mortgage is not
required to enforce the Trustee's interest in the Mortgage Loan;
(d) the original of each assumption, modification or substitution
agreement, if any, relating to the Mortgage Loans, with evidence of
recording thereon, or, as to any assumption, modification or substitution
agreement which cannot be delivered on or prior to the Closing Date
because of a delay caused by the public recording office where such
assumption, modification or substitution agreement has been delivered for
recordation, a photocopy of such assumption, modification or substitution
<PAGE>
agreement, pending delivery of the original thereof, together with an
Officer's Certificate of the Company certifying that the copy of such
assumption, modification or substitution agreement delivered to the
Trustee (or its custodian) is a true copy and that the original of such
agreement has been forwarded to the public recording office;
(e) the original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording. The Assignment of Mortgage
must be duly recorded only if recordation is either necessary under
applicable law or commonly required by private institutional mortgage
investors in the area where the Mortgaged Property is located or on
direction of the Purchaser. If the Assignment of Mortgage is to be
recorded, the Mortgage shall be assigned to the Purchaser. If the
Assignment of Mortgage is not to be recorded, the Assignment of Mortgage
shall be delivered in blank. If the Mortgage Loan was acquired by the
Company in a merger, the Assignment of Mortgage must be made by "Norwest
Mortgage, Inc., successor by merger to (name of predecessor)." If the
Mortgage Loan was acquired or originated by the Company while doing
business under another name, the Assignment of Mortgage must be by
"Norwest Mortgage, Inc., formerly known as (previous name)." Subject to
the foregoing, and where permitted under the applicable laws of the
jurisdiction wherein the Mortgaged Property is located, such assignments
of Mortgage may be made by blanket assignments for Mortgage Loans secured
by the Mortgaged Properties located in the same county;
(f) if applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an
"Intervening Assignment"), as may be necessary to show a complete chain of
title to the Mortgage from the originator to the Trustee, or, in the case
of an Intervening Assignment that has been lost, a written Opinion of
Counsel acceptable to the Trustee that such original Intervening
Assignment is not required to enforce the Trustee's interest in the
Mortgage Loans;
(g) the original Primary Mortgage Insurance Policy or certificate, if
private mortgage guaranty insurance is required pursuant to the Agreement;
(h) the original mortgagee title insurance policy or attorney's
opinion of title and abstract of title; and
2
<PAGE>
(i) the original of any security agreement, chattel mortgage or
equivalent executed in connection with the Mortgage, or as to any security
agreement, chattel mortgage or their equivalent that cannot be delivered
on or prior to the Closing Date because of a delay caused by the public
recording office where such document has been delivered for recordation, a
photocopy of such document, pending delivery of the original thereof,
together with an Officer's Certificate of the Company certifying that the
copy of such security agreement, chattel mortgage or their equivalent
delivered to the Trustee (or its custodian) is a true copy and that the
original of such document has been forwarded to the public recording
office.
3
<PAGE>
EXHIBIT C-2
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
----------------------
(Date)
The Chase Manhattan Bank, N.A.
(Address)
In connection with the administration of the mortgages held by you as
Trustee (or by the Custodian on your behalf) under a certain Trust
Agreement dated as of April 1, 1996 between Structured Asset Securities
Corporation, as Depositor, and you, as Trustee (the "Trust Agreement"),
the undersigned Servicer hereby requests a release of the Mortgage File
held by you as Trustee (or by the Custodian) with respect to the following
described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The Servicer hereby certifies that
all amounts received in connection with the loan have been or will be
credited to the Collection Account or the Certificate Account (whichever
is applicable) pursuant to the Trust Agreement.)
2. Mortgage Loan repurchased. (The Servicer hereby certifies that the
Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust
Agreement.)
3. Mortgage Loan substituted. (The Servicer hereby certifies that a
Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Mortgage File pursuant to the Trust Agreement.)
4. The Mortgage Loan is being foreclosed.
<PAGE>
5. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be
held by the undersigned in accordance with the provisions of the Trust
Agreement and will be returned to you (or to the Custodian) within ten
(10) days of our receipt of the Mortgage File, except if the Mortgage Loan
has been paid in full, or repurchased or substituted for a Qualifying
Substitute Mortgage Loan (in which case the Mortgage File will be retained
by us permanently) and except if the Mortgage Loan is being foreclosed (in
which case the Mortgage File will be returned when no longer required by
us for such purpose).
Capitalized terms used herein shall have the meanings ascribed to
them in the Trust Agreement.
Norwest Mortgage, Inc.
By:_______________________________
Name:
Title:
2
<PAGE>
EXHIBIT D-1
CUSTODIAL ACCOUNT CERTIFICATION
______________________, 1996
Norwest Mortgage, Inc. hereby certifies that it has established the
account described below as a Custodial Account pursuant to Section 4.04 of
the Mortgage Loan Sale, Warranties and Servicing Agreement, dated as of
April 1, 1996.
Title of Account: Norwest Mortgage, Inc., in trust for The Chase
Manhattan Bank, N.A., as Trustee, Structured Asset
Securities Corporation Mortgage Pass-Through Certificates,
Series 1996-1 (or such other designation as the Purchaser
may direct).
Account Number: _________________________
Address of office or branch
of the Company at
which Account is maintained:
--------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
Norwest Mortgage, Inc.
By:
-----------------------------------------
Name:
Title:
<PAGE>
EXHIBIT D-2
CUSTODIAL ACCOUNT LETTER AGREEMENT
_______________________, 1996
To:
-------------------------
-------------------------
-------------------------
(the "Depository")
As Company under the Mortgage Loan Sale, Warranties and Servicing
Agreement, dated as of April 1, 1996 (the "Agreement"), we hereby
authorize and request you to establish an account, as a Custodial Account
pursuant to Section 4.04 of the Agreement, to be designated as "Norwest
Mortgage, Inc., in trust for The Chase Manhattan Bank, N.A., as Trustee,
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1" (or such other designation as the Purchaser
may direct). All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Company. You may refuse any deposit
which would result in violation of the requirement that the account be
fully insured as described below. This letter is submitted to you in
duplicate. Please execute and return one original to us.
Norwest Mortgage, Inc.
By:
-----------------------------------------
Name:
Title:
The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number ___________,
at the office of the Depository indicated above, and agrees to honor
withdrawals on such account as provided above. The full amount deposited
at any time in the account will be insured by the Federal Deposit
Insurance Corporation through the Bank Insurance Fund ("BIF") or the
Savings Association Insurance Fund ("SAIF").
--------------------------------------------
Depository
By:
-----------------------------------------
Name:
Title:
<PAGE>
EXHIBIT E-1
ESCROW ACCOUNT CERTIFICATION
__________________, 1996
Norwest Mortgage, Inc. hereby certifies that it has established the
account described below as an Escrow Account pursuant to Section 4.06 of
the Mortgage Loan Sale, Warranties and Servicing Agreement, dated as of
April 1, 1996.
Title of Account: Norwest Mortgage, Inc., in trust for The Chase
Manhattan Bank, N.A., as Trustee, Structured Asset
Securities Corporation Mortgage Pass-Through Certificates,
Series 1996-1 (or such other designation as the Purchaser
may direct).
Account Number:
-------------------------
Address of office or branch
of the Company at
which Account is maintained:
-----------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Norwest Mortgage, Inc.
By:
-----------------------------------------
Name:
Title:
<PAGE>
EXHIBIT E-2
ESCROW ACCOUNT LETTER AGREEMENT
______________________, 1996
To:
-------------------------
-------------------------
-------------------------
(the "Depository")
As Company under the Mortgage Loan Sale, Warranties and Servicing
Agreement, dated as of April 1, 1996 (the "Agreement"), we hereby
authorize and request you to establish an account, as an Escrow Account
pursuant to Section 4.07 of the Agreement, to be designated as "Norwest
Mortgage, Inc., in trust for The Chase Manhattan Bank, N.A., as Trustee,
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1," or such other designation as the Purchaser
may direct. All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Company. You may refuse any deposit
which would result in violation of the requirement that the account be
fully insured as described below. This letter is submitted to you in
duplicate. Please execute and return one original to us.
Norwest Mortgage, Inc.
By:
-----------------------------------------
Name:
Title:
Date:
---------------------------------------
<PAGE>
The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number
_____________________, at the office of the Depository indicated above,
and agrees to honor withdrawals on such account as provided above. The
full amount deposited at any time in the account will be insured by the
Federal Deposit Insurance Corporation through the Bank Insurance Fund
("BIF") or the Savings Association Insurance Fund ("SAIF").
--------------------------------------------
Depository
By:
-----------------------------------------
Name:
Title:
Date:
---------------------------------------
2
<PAGE>
EXHIBIT F
MONTHLY REMITTANCE ADVICE
<PAGE>
EXHIBIT G
MONTHLY ELECTRONIC DATA TRANSMISSION
<PAGE>
EXHIBIT H
FORM OF OFFICER'S CERTIFICATE
FOR NONRECOVERABLE ADVANCES
________________________
(date)
The Chase Manhattan Bank, N.A.
(Address)
Re: Mortgage Loan Sale, Warranties and Servicing Agreement,
dated as of April 1, 1996 (the "Agreement")
Ladies and Gentlemen:
In accordance with the provisions of Section 5.03 of the above-
referenced Agreement, the undersigned hereby certifies that it has
determined, with regard to the Mortgage Loan(s) identified below, that
(future advances would) (Monthly Advances previously made in the amount of
$____________ will) not be ultimately recoverable.
____________________________________ _________________________
Mortgagor Identifying Number
____________________________________ _________________________
Mortgagor Identifying Number
____________________________________ _________________________
Mortgagor Identifying Number
Norwest Mortgage, Inc.
By:________________________________
Name:
Title:
<PAGE>
<PAGE>
LEHMAN BROTHERS
Mortgage Loan Schedule
<TABLE>
<CAPTION>
Loan Original Current
Number Name Address City St Zip Balance Balance
Property Orig Rem Orig Mat
Rate LTV Type Term Term Date Date Docum. P&I
<S><C> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
1706399 SPREHE, JR. 7540 MARGARITA PLACE COLORADO SPRINGS CO 80919 320000.00 319762.51
7.500 78.12 S. Family Detached 360 359 19960220 20260301 Alternate 2237.49
1874527 BEASOM 102 POLOLEI PLACE HAIKU HI 96708 360000.00 351125.78
7.250 80.00 S. Family Detached 360 332 19931110 20231201 Full Doc 2455.85
1874536 MCCALLUM 4715 CORTLAND DRIVE NEWPORT BEACH CA 92625 350000.00 339290.26
6.500 65.42 Detached PUD/Townhouse 360 332 19931101 20231201 Full Doc 2212.25
1874793 SELLIG 4 CAMBRIDGE ROAD GLEN RIDGE NJ 07028 258300.00 251214.50
6.250 90.00 S. Family Detached 360 333 19931216 20240101 Alternate 1590.40
1906335 MATTINGLY 10040 NORTH 78TH PLACE SCOTTSDALE AZ 85250 396000.00 395453.15
7.875 80.00 Detached PUD/Townhouse 360 358 19960130 20260201 Full Doc 2871.28
1919333 OLSEN 58 VISTA DE LAS SANDIAS PLACITAS NM 87043 340000.00 339728.10
7.125 80.00 S. Family Detached 360 359 19960228 20260301 Alternate 2290.65
2006748 MCCORMICK 1619 ROBERT LANE NAPERVILLE IL 60566 269500.00 268967.51
8.125 79.85 S. Family Detached 360 357 19951222 20260101 Reduced Doc 2001.04
2006750 TYBOR 9842 EAST DESERT TRAIL SCOTTSDALE AZ 85259 250000.00 250000.00
7.875 53.69 Detached PUD/Townhouse 360 360 19960305 20260401 Reduced Doc 1812.68
2009120 HANSING 4214 EAST ENCANTO STREET MESA AZ 85205 229500.00 229329.68
7.500 90.00 Detached PUD/Townhouse 360 359 19960212 20260301 Alternate 1604.70
2013693 THOMPSON 10210 NORTHEAST 154TH STREET BOTHELL WA 98011 233700.00 233334.28
7.250 85.00 Detached PUD/Townhouse 360 358 19960131 20260201 Alternate 1594.25
2017955 MEIXELL 22 SOUTH SUNWOOD LANE SANDY UT 84092 242250.00 241880.19
7.375 85.00 Detached PUD/Townhouse 360 358 19960131 20260201 Alternate 1673.17
2019708 ADAMS 1877 WEST SAN ANGELO STREET GILBERT AZ 85233 244300.00 244131.87
7.875 80.00 Detached PUD/Townhouse 360 359 19960228 20260301 Alternate 1771.35
2022154 BLAKE 9931 SOUTH DIKE ROAD MOHAVE VALLEY AZ 86440 223500.00 222531.79
8.500 59.01 S. Family Detached 360 353 19950912 20250901 Alternate 1718.53
2022318 SOLONE 131 CASTLE ROAD NAHANT MA 01908 228000.00 227677.12
7.750 95.00 S. Family Detached 360 358 19960209 20260201 Alternate 1633.42
2025616 VAN GORDEN 5630 PENNSYLVANIA AVE. BOULDER CO 80303 316000.00 315793.28
8.125 80.00 S. Family Detached 360 359 19960305 20260301 Alternate 2346.30
2027368 BAER 10117 NEW LONDON DRIVE POTOMAC MD 20854 416800.00 416474.85
7.250 80.00 S. Family Detached 360 359 19960223 20260301 Full Doc 2843.32
2052095 CROWE 6092 & 6094 MANUKAPU PLACE HONOLULU HI 96821 350000.00 349605.91
9.125 70.00 2-4 Family 360 358 19960105 20260201 Reduced Doc 2847.72
2052703 BORMAN 6605 BUTTERFIELD RIDGE ROAD LAS CRUCES NM 88005 389025.00 388736.29
7.500 75.00 S. Family Detached 360 359 19960214 20260301 Alternate 2720.12
2058438 DENTON 3229 DOULTON LANE FUQUAY-VARINA NC 27526 228000.00 227366.15
7.875 95.00 Detache PUD/Townhouse 360 356 19951201 20251201 Full Doc 1653.16
2059613 BISHOP 8970 W. 170TH STREET STILLWELL KS 66085 212500.00 212175.61
7.375 87.63 S. Family Detached 360 358 19960207 20260201 Alternate 1467.69
2060490 CHEN 611 BRYANTS NURSERY ROAD SILVER SPRING MD 20904 287200.00 286803.40
7.875 80.00 S. Family Detached 360 358 19960131 20260201 Alternate 2082.40
2061266 AGNEW 4810 SOUTH ALBION STREET LITTLETON CO 80121 470000.00 469282.52
7.375 67.14 Detached PUD/Townhouse 360 358 19960122 20260201 Alternate 3246.18
2062237 ROSENFELD 361 ORCHARD STREET MILLIS MA 02054 247500.00 247166.75
8.000 48.91 S. Family Detached 360 358 19960205 20260201 Full Doc 1816.07
2062788 HILL 221 GLENULLEN DRIVE PASADENA CA 91105 232000.00 231739.89
7.250 89.92 S. Family Detached 360 359 19960205 20260301 Alternate 1582.65
2062996 RIGBY 3 BIRCH STREET ROCKPORT ME 04856 226800.00 226494.63
8.000 90.00 S. Family Detached 360 358 19960131 20260201 Alternate 1664.18
2063232 STORK 11551 HEMINGWAY DRIVE RESTON VA 22094 272850.00 272642.38
7.375 94.99 Detached PUD/Townhouse 360 359 19960215 20260301 Alternate 1884.51
2063997 BROWN, III 528 BUTTONWOOD DRIVE DANVILLE CA 94506 252000.00 251822.14
7.750 62.22 Detached PUD/Townhouse 360 359 19960221 20260301 Full Doc 1805.36
2064107 BABETZ 6230 EAST CALLE DEL NORTE SCOTTSDALE AZ 85251 237500.00 237225.70
8.750 95.00 S. Family Detached 360 358 19960103 20260201 Alternate 1868.42
2064500 ISHII 2175 HALAKAU STREET HONOLULU HI 96821 650000.00 649079.51
7.750 79.75 Detached PUD/Townhouse 360 358 19960105 20260201 Full Doc 4656.68
2066434 BIBOW 891 CROCKER ROAD SACRAMENTO CA 95864 400000.00 399695.62
7.375 34.19 S. Family Detached 360 359 19960220 20260301 Full Doc 2762.71
2066936 MOSCARET 2174 EAST MOUNTAIN STREET PASADENA CA 91104 243000.00 242819.65
7.500 75.94 S. Family Detached 360 359 19960207 20260301 Alternate 1699.10
2067612 SHERMAN 1231 SOUTH RIDGE ROAD DULUTH MN 55804 235000.00 234821.18
7.375 72.31 S. Family Detached 360 359 19960215 20260301 Alternate 1623.09
2068739 GONZALEZ SR. 2628 MORAGA DRIVE PINOLE CA 94564 221400.00 221070.33
7.500 90.00 S. Family Detached 360 358 19960123 20260201 Full Doc 1548.07
2068979 HUTTO 692 EAST NAELE ROAD KULA HI 96790 556500.00 556065.87
7.250 70.00 S. Family Detached 360 359 19960223 20260301 Full Doc 3796.32
2069499 MICKLER 7606 DEER MEADOW DRIVE LOUISVILLE KY 40241 238900.00 238727.09
7.625 79.63 S. Family Detached 360 359 19960209 20260301 Alternate 1690.92
2069809 MCKINNEY 11920 86TH AVENUE NE KIRKLAND WA 98034 312000.00 311785.28
7.875 80.00 S. Family Detached 360 359 19960213 20260301 Alternate 2262.22
2069986 RAMIREZ 3434 TONY DRIVE SAN DIEGO CA 92122 247000.00 246825.67
7.750 72.65 S. Family Detached 360 359 19960216 20260301 Alternate 1769.54
2070574 LEVENSON 5521 DEVER DRIVE EDINA MN 55424 232800.00 232627.22
7.500 80.00 S. Family Detached 360 359 19960202 20260301 Full Doc 1627.78
2071926 LYONS 2254 LA CRESTA ROAD EL CAJON CA 92021 215000.00 214844.39
7.625 74.14 S. Family Detached 360 359 19960206 20260301 Alternate 1521.76
2071941 HOLOWACHUK 3885 KAMEHAMEHA ROAD PRINCEVILLE HI 96722 370500.00 370500.00
7.875 65.00 Detached PUD/Townhouse 360 360 19960311 20260401 Reduced Doc 2686.39
2072049 HUGHES 4235 ELATI ROAD LARKSPUR CO 80118 256500.00 256314.34
7.625 90.00 S. Family Detached 360 359 19960216 20260301 Alternate 1815.50
2072087 LASS 2425 SUNSET DRIVE RIVERSIDE CA 92506 231750.00 231590.51
7.875 90.00 S. Family Detached 360 359 19960206 20260301 Alternate 1680.35
2072096 MAGEAU 2260 CAPE PINE WAY COLORADO SPRINGS CO 80919 313000.00 312773.45
7.625 82.39 Detached PUD/Townhouse 360 359 19960215 20260301 Alternate 2215.40
2072204 FREIBURGER 3328 W OAKLEAF PL. HIGHLANDS RANCH CO 80126 256200.00 255744.38
7.625 90.00 Detached PUD/Townhouse 240 239 19960219 20160301 Alternate 2083.56
1
<PAGE>
2072218 ORONA 6751 NORTH BLACKHAWK LANE CLOVIS CA 93611 424000.00 422563.61
7.250 80.00 Detached PUD/Townhouse 240 239 19960213 20160301 Full Doc 3351.20
2073253 PHILLIPS 100 CHURN ROAD BOZEMAN MT 59715 239800.00 239626.44
7.625 79.99 S. Family Detached 360 359 19960222 20260301 Alternate 1697.29
2073290 PHILLIPS 27510 NE 36TH ST CAMAS WA 98607 350000.00 349516.67
7.875 53.85 S. Family Detached 360 358 19960123 20260201 Reduced Doc 2537.75
2073477 BOHAN 60 BRIAR LANE WESTWOOD MA 02090 300000.00 299575.15
7.750 78.53 S. Family Detached 360 358 19960209 20260201 Full Doc 2149.24
2073482 WREDEN 1332 KINGSFORD DRIVE CARMICHAEL CA 95608 372100.00 371611.53
8.125 64.71 S. Family Detached 360 358 19960125 20260201 Alternate 2762.84
2073772 SULIC 910 W MUIRLANDS DRIVE LA JOLLA CA 92037 237600.00 237432.30
7.750 90.00 S. Family Detached 360 359 19960227 20260301 Alternate 1702.20
2074620 DULLY 3513 A ST. N.W. GIG HARBOR WA 98335 300000.00 299782.86
7.625 69.77 Detached PUD/Townhouse 360 359 19960131 20260301 Alternate 2123.39
2074782 MCGEE 2364 S YANK CIR LAKEWOOD CO 80228 275920.00 275725.25
7.750 80.00 Detached PUD/Townhouse 360 359 19960216 20260301 Alternate 1976.73
2075876 WESTHART 12 TROUVILLE NEWPORT COAST-UNI CA 92657 316663.00 316196.52
7.875 77.23 Detached PUD/Townhouse 360 358 19960201 20260201 Alternate 2296.03
2076046 HALPERN 4273 VINCA COURT BOULDER CO 80304 304600.00 304373.94
7.500 59.73 S. Family Detached 360 359 19960205 20260301 Alternate 2129.81
2076419 FIELDS 0219 RIVER RUN ROAD 208-2 KEYSTONE CO 80435 242000.00 242000.00
7.625 73.56 Condos (1-4 Stories) 240 240 19960308 20160401 Full Doc 1968.08
2076424 NULTY 1116 DIEBLE WASHINGTON IL 61571 211500.00 211343.04
7.500 90.00 S. Family Detached 360 359 19960227 20260301 Alternate 1478.84
2076734 MYCHAELS 1084 DEER CLIFF DRIVE ZEPHYR COVE NV 89448 315000.00 314553.91
7.750 70.00 S. Family Detached 360 358 19960131 20260201 Full Doc 2256.70
2076853 MROTCHEK 4 PARK TERRACE MONTCLAIR NJ 07004 215000.00 215000.00
8.625 89.96 S. Family Detached 360 360 19960307 20260401 Alternate 1672.25
2076868 SHELOR I CR 304 RT 1 GRANDVIEW TX 76050 243000.00 242819.65
7.500 90.00 S. Family Detached 360 359 19960219 20260301 Alternate 1699.10
2077051 SCHULZE 2771 CHANATE ROAD SANTA ROSA CA 95404 247000.00 246816.69
7.500 69.19 S. Family Detached 360 359 19960221 20260301 Full Doc 1727.06
2077114 GEHRKE 6726 NW MONTICELLO DR KANSAS CITY MO 64152 253000.00 252812.23
7.500 84.98 S. Family Detached 360 359 19960214 20260301 Full Doc 1769.02
2077437 REES 81 PALM BEACH COURT DANA POINT CA 92629 248000.00 247811.29
7.375 80.00 Detached PUD/Townhouse 360 359 19960207 20260301 Alternate 1712.88
2077727 BREGMAN 86 FIELD BROOK ROAD MADISON CT 06443 316000.00 316000.00
7.500 69.99 S. Family Detached 360 360 19960311 20260401 Alternate 2209.52
2077860 VERTZ 13334 NORTH LAKEWOOD DRIVE MEQUON WI 53092 336000.00 335762.85
7.750 80.00 S. Family Detached 360 359 19960301 20260301 Alternate 2407.15
2078538 JOHNSON 2100 E SKYLINE DR FLAGSTAFF AZ 86004 279000.00 278594.84
7.625 90.00 S. Family Detached 360 358 19960131 20260201 Alternate 1974.75
2078787 OSS, JR. 25601 N ABAJO DRIVE RIO VERDE AZ 85263 239080.00 238906.95
7.625 67.35 Detached PUD/Townhouse 360 359 19960223 20260301 Alternate 1692.20
2078970 WORKMAN 3332 HOMESTEAD ROAD PARK CITY UT 84060 330000.00 329784.13
8.125 78.01 S. Family Detached 360 359 19960223 20260301 Alternate 2450.25
2079062 HALL 28 BAILEY RD MILLBURN NJ 07041 224000.00 223833.75
7.500 80.00 S. Family Detached 360 359 19960206 20260301 Reduced Doc 1566.25
2079128 FEATHERSTONE 8212 SILVERLINE DRIVE FAIRFAX STATION VA 22039 272000.00 271798.13
7.500 75.14 Detached PUD/Townhouse 360 359 19960212 20260301 Alternate 1901.87
2079309 WILBURN 8415 POPE VALLEY DRIVE NE. ALBUQUERQUE NM 87122 241775.00 241432.60
7.750 95.00 S. Family Detached 360 358 19960131 20260201 Alternate 1732.11
2079385 MAGLICH 16500 GRAYS BAY BOULEVARD MINNETONKA MN 55301 521000.00 520632.28
7.750 57.89 S. Family Detached 360 359 19960219 20260301 Alternate 3732.51
2079667 QUINN JR 4741 HILLCREST AVENUE FAIR OAKS CA 95628 328000.00 327750.41
7.375 80.00 S. Family Detached 360 359 19960223 20260301 Alternate 2265.42
2080113 PAIT 24 CHIMNEY SWEEP LANE LITTLE ROCK AR 72212 340200.00 339576.12
7.375 90.00 S. Family Detached 240 239 19960214 20160301 Alternate 2714.69
2080365 HEVERIN 125 UPPER SADDLE RIVER ROA MONTVALE NJ 07645 236700.00 236532.94
7.750 90.00 S. Family Detached 360 359 19960221 20260301 Alternate 1695.75
2081134 CAESAR 8812 TELFORD CROSSING BROOKLYN PARK MN 55443 229500.00 229342.05
7.875 90.00 S. Family Detached 360 359 19960226 20260301 Alternate 1664.04
2082082 MOQUIN 48W529 IMMELMAN LANE HAMPSHIRE IL 60140 221766.00 221377.65
7.750 79.20 S. Family Detached 240 239 19960226 20160301 Alternate 1820.59
2082466 MOORES 4802 POND APPLE DRIVE NAPLES FL 33999 397500.00 397212.29
7.625 61.15 S. Family Detached 360 359 19960229 20260301 Alternate 2813.49
2082818 WEIL 6512 MARINER LANE NE ALBUQUERQUE NM 87111 272000.00 271798.13
7.500 70.65 Detached PUD/Townhouse 360 359 19960222 20260301 Alternate 1901.87
2083010 SHUFORD 1475 BLUEBERRY HILLS ROAD MONUMENT CO 80132 232000.00 231579.42
7.625 80.00 S. Family Detached 360 358 19960209 20260201 Alternate 1642.09
2083206 SYPNIEWSKI 9715 WELWYN LN CHARLOTTE NC 28210 268000.00 267801.10
7.500 77.68 Detached PUD/Townhouse 360 359 19960222 20260301 Alternate 1873.90
2083387 CROUCH 5460 NORTH LAKE DRIVE WHITEFISH BAY WI 53217 600000.00 599565.73
7.625 80.00 S. Family Detached 360 359 19960228 20260301 Full Doc 4246.77
2084611 LAWLESS 645 MEADOWBROOK CIRCLE STEAMBOAT SPRINGS CO 80477 228000.00 227834.98
7.625 53.02 S. Family Detached 360 359 19960223 20260301 Alternate 1613.77
2084926 REECE 313 POINT SAN PEDRO ROAD SAN RAFAEL CA 94901 369000.00 368726.14
7.500 67.09 S. Family Detached 360 359 19960226 20260301 Alternate 2580.11
2085390 YEE 1813 HUNSAKER STREET OCEANSIDE CA 92054 232500.00 232201.56
7.750 78.81 S. Family Detached 360 359 19960223 20260301 Alternate 1665.66
2085421 FISHMAN 141 WESTWOOD DRIVE SAN FRANCISCO CA 94112 250200.00 250009.62
7.375 90.00 S. Family Detached 360 359 19960223 20260301 Alternate 1728.07
2085573 MILLIN 308 STETSON DRIVE CHEYENNE WY 82009 288000.00 287791.55
7.625 90.00 S. Family Detached 360 359 19960205 20260301 Alternate 2038.45
2085666 DUCHIN 3921 PALISADES PL. W. TACOMA WA 98466 302000.00 301786.85
7.750 68.17 S. Family Detached 360 359 19960215 20260301 Alternate 2163.57
2086313 ENZ 6950 SANDY CREEK COURT GRANITE BAY CA 95746 266000.00 265792.49
7.250 73.79 S. Family Detached 360 359 19960219 20260301 Alternate 1814.59
2
<PAGE>
2086486 PRADERIO 15201 CARTAGENA CORPUS CHRISTI TX 78418 251982.00 251982.00
7.875 89.99 Detached PUD/Townhouse 360 360 19960304 20260401 Alternate 1827.05
2087950 SIMMONS 35 FORESTAL CIRCLE NEWARK DE 19711 222000.00 221835.24
7.500 88.80 Detached PUD/Townhouse 360 359 19960301 20260301 Alternate 1552.26
2088529 MAHONE 2317 PARKSIDE DRIVE MITCHELLVILLE MD 20721 371850.00 371574.03
7.500 89.98 Detached PUD/Townhouse 360 359 19960223 20260301 Alternate 2600.03
2089178 EICHMAN 67 VALLEY VIEW DRIVE PISMO BEACH CA 93449 314000.00 313778.38
7.750 89.97 S. Family Detached 360 359 19960215 20260301 Alternate 2249.54
2089263 CLEMENTS 14 CHILTON ROAD WEST ROXBURY MA 02132 264600.00 264413.24
7.750 86.75 S. Family Detached 360 359 19960229 20260301 Alternate 1895.63
2090576 MAUK 9219 EAST LOS GATOS DRIVE SCOTTSDALE AZ 85255 452000.00 452000.00
7.875 66.47 S. Family Detached 360 360 19960312 20260401 Full Doc 3277.32
2091111 WHITE 4000 SE 157TH AVENUE VANCOUVER WA 98684 232000.00 231827.82
7.500 64.90 S. Family Detached 360 359 19960228 20260301 Alternate 1622.18
2091126 JENSEN 4310 WOODY CREEK LANE FORT COLLINS CO 80524 452750.00 452396.80
7.250 69.36 Detached PUD/Townhouse 360 359 19960221 20260301 Full Doc 3088.56
2092759 FISHER 214 CARRIAGE CIRCLE CHEYENNE WY 82009 259650.00 259480.15
8.125 90.00 S. Family Detached 360 359 19960215 20260301 Alternate 1927.90
2093367 BOHME 266 VIA MONTE ST. HELENA CA 94574 442000.00 441703.43
8.000 80.00 S. Family Detached 360 359 19960229 20260301 Alternate 3243.24
2095743 LOYA 22421 NE 2ND STREET REDMOND WA 98053 254000.00 254000.00
7.250 87.59 S. Family Detached 360 360 19960306 20260401 Alternate 1732.73
2098095 GUENTZEL 1640 PLACE CREEK ROAD BOZEMAN MT 59715 300000.00 299798.70
8.000 75.00 S. Family Detached 360 359 19960229 20260301 Alternate 2201.30
2102549 GRANT 1506 NORTH SHORE DRIVE BELLINGHAM WA 98226 297500.00 297500.00
7.500 49.58 S. Family Detached 360 360 19960304 20260401 Full Doc 2080.17
2105111 SMITH 77 UPPER HIBERNIA ROAD ROCKAWAY NJ 07866 228950.00 228950.00
8.250 95.00 S. Family Detached 360 360 19960314 20260401 Alternate 1720.03
3004229 BROWN 2250 ROCKY VIEW ROAD CASTLE ROCK CO 80104 350000.00 349746.68
7.625 84.34 S. Family Detached 360 359 19960229 20260301 Alternate 2477.28
3008998 REES, III 14818 HAMPTON COURT ADDISON TX 75240 480000.00 479652.58
7.625 80.00 S. Family Detached 360 359 19960221 20260301 Alternate 3397.42
3013180 KALINSKI 133 LOUNDSBERRY HOLLOW ROAD VERNON TWP NJ 07462 225000.00 218911.63
9.500 78.94 S. Family Detached 240 223 19941017 20141101 Full Doc 2097.30
3018239 HARDY 1011 SOUTH WHISPERWOOD COVE KAYSVILLE UT 84037 328450.00 328218.18
7.750 80.00 S. Family Detached 360 359 19960223 20260301 Alternate 2353.06
3022769 COLLINS 1723 COURTNEY AVENUE LOS ANGELES CA 90046 231000.00 212879.73
11.000 70.00 S. Family Detached 360 239 19860207 20160301 Full Doc 2199.87
3022805 PRYOR 210 OAKHAM COURT SAN RAMON CA 94583 202500.00 187341.93
10.000 75.00 S. Family Detached 360 254 19870511 20170601 Reduced Doc 1777.08
3022819 BOYD 12255 SARAZEN PL LOS ANGELES CA 91344 210000.00 192407.41
10.500 56.00 S. Family Detached 360 240 19860311 20160401 Full Doc 1920.95
3022823 ADAMS 586 LORNA LANE LOS ANGELES CA 90049 315000.00 287573.95
10.000 47.72 S. Family Detached 360 244 19860711 20160801 Full Doc 2764.35
3023062 BELLIVEAU 804 JANICE DRIVE ANNAPOLIS MD 21403 321250.00 318700.03
9.750 75.58 S. Family Detached 360 344 19941109 20241201 Alternate 2760.04
3023175 ALLEN 308 MANHATTAN AVENUE MANHATTAN BEACH CA 90266 265000.00 249164.23
10.375 73.61 S. Family Detached 360 265 19880408 20180501 Reduced Doc 2399.33
3023189 EVANS 520 CAHUENGA BLVD LOS ANGELES CA 90004 220000.00 202337.81
9.750 80.00 S. Family Detached 360 254 19870527 20170601 Full Doc 1890.14
3029317 KENNEDY 3283 TILTON VALLEY DRIVE FAIRFAX VA 22033 270000.00 258945.49
9.000 75.00 S. Family Detached 360 302 19910531 20210601 Full Doc 2169.24
3043260 LOZADA 2500 MONTEREY COURT FT LAUDERDALE FL 33327 350000.00 349740.24
7.500 89.95 Detached PUD/Townhouse 360 359 19960223 20260301 Alternate 2447.26
3072347 MEULENS 11801 NW 12TH DRIVE CORAL SPRINGS FL 33071 295000.00 294791.79
7.750 74.68 Detached PUD/Townhouse 360 359 19960215 20260301 Alternate 2113.42
3089640 MILLER 1892 ROCKING HORSE DRIVE SIMI VALLEY CA 93065 297500.00 285747.90
7.500 70.00 S. Family Detached 360 307 19911021 20211101 Reduced Doc 2097.08
3096038 KING 3902 CLIFTON MANOR PLACE HAYMARKET VA 22069 250000.00 249191.86
8.250 69.79 Detached PUD/Townhouse 360 355 19951013 20251101 Alternate 1878.17
3097819 MANNION 489 GRAND HILL ST PAUL MN 55102 312000.00 311774.18
7.625 56.73 S. Family Detached 360 359 19960219 20260301 Alternate 2208.32
3099565 ELLIOTT 14198 SW 41 ST MIRAMAR FL 33027 208000.00 206497.80
9.875 80.00 S. Family Detached 360 345 19941221 20250101 Full Doc 1806.17
3099973 ROSENBLUM 11148 MORGAN WAY YUMA AZ 85364 283500.00 283088.31
7.625 90.00 S. Family Detached 360 358 19960126 20260201 Alternate 2006.60
3103632 PANTHEN JAYCOX ROAD COLD SPRING NY 10516 229900.00 229900.00
8.000 89.99 S. Family Detached 360 360 19960308 20260401 Alternate 1686.93
3113219 GREENOUGH 27 HIGHLINE DR. PAYSON AZ 85541 335500.00 335251.01
7.500 67.23 Detached PUD/Townhouse 360 359 19960223 20260301 Alternate 2345.87
3132068 PULIDO 21200 GEORGETOWN RD FRANKFORT IL 60423 255618.00 255450.79
8.125 80.00 S. Family Detached 360 359 19960220 20260301 Full Doc 1897.96
3137388 LAM 1225 SE HARVEST DRIVE PULLMAN WA 99163 287000.00 279267.48
8.125 66.90 S. Family Detached 360 351 19950608 20250701 Reduced Doc 2130.97
3145384 BJORNSON 5835 PALM AVENUE LAS VEGAS NV 89120 210500.00 209248.34
8.750 79.17 S. Family Detached 360 350 19950601 20250601 Alternate 1656.01
3159146 SHAHRAM 22435 SANTA PAULA AVENUE CUPERTINO CA 95014 491750.00 491394.08
7.625 79.96 S. Family Detached 360 359 19960205 20260301 Alternate 3480.58
3162500 BURNS 23302 SE 14TH COURT ISSAQUAH WA 98027 236000.00 234285.12
7.750 73.75 S. Family Detached 360 350 19950530 20250601 Full Doc 1690.73
3197345 FERGUSON 1124 STONEBRIDGE CIRCLE PARK CITY UT 84060 270450.00 270263.87
7.875 88.67 Detached PUD/Townhouse 360 359 19960130 20260301 Full Doc 1960.96
3197703 ALLSOP 42 EAST 900 SOUTH MAPLETON UT 84664 369000.00 366930.10
8.500 89.94 S. Family Detached 360 351 19950721 20250701 Alternate 2837.30
3213594 SCOTT 558 WILLIAM PENN WAY LANDSDALE PA 19446 239000.00 236146.04
8.125 92.28 S. Family Detached 240 233 19950901 20150901 Alternate 2017.73
3216048 BARRETT 2608 HOLLOW BRANCH COURT APOPKA FL 32712 283500.00 282105.22
7.875 88.04 Detached PUD/Townhouse 360 358 19960119 20260201 Alternate 2055.58
3
<PAGE>
3226252 KIEFER 4447 ELLERDALE ROAD MINNETONKA MN 55345 223650.00 223316.99
7.500 90.00 S. Family Detached 360 358 19960208 20260201 Alternate 1563.80
3227814 WOLLAN 64 E PLEASENT LAKE ROAD NORTH OAKS MN 55127 252000.00 251615.30
7.375 72.50 S. Family Detached 360 358 19960209 20260201 Alternate 1740.51
3228274 GORDON ELM STREET NORWICH VT 05055 310500.00 308877.35
8.250 90.00 S. Family Detached 360 352 19950731 20250801 Full Doc 2332.69
3229524 WHITE 4249 OAK GROVE WAY CASTLE ROCK CO 80104 231150.00 229716.30
8.000 80.00 S. Family Detached 360 351 19950727 20250701 Full Doc 1696.10
3232519 THEODORA 19535 WOODLANDS DRIVE HUNTINGTON BEACH CA 92648 600000.00 597019.04
8.500 79.79 Detached PUD/Townhouse 360 352 19950809 20250801 Full Doc 4613.48
3240198 JENSEN 1950-C OLD HIGHWAY 66 EDGEWOOD NM 87015 250000.00 249814.46
7.500 65.79 S. Family Detached 360 359 19960223 20260301 Alternate 1748.04
3259290 ROBERTS 20020 ELFIN FOREST ROAD ESCONDIDO CA 92029 345600.00 343356.07
7.750 76.80 S. Family Detached 360 359 19960229 20260301 Alternate 2475.93
3261182 JANSEN 2520 AUDUBON PARK DR. S.E. ISSAQUAH WA 98029 274400.00 274400.00
7.875 80.00 Detached PUD/Townhouse 360 360 19960307 20260401 Full Doc 1989.59
3266086 CRAFORD 32 WILLARD AVENUE OLD SAYBROOK CT 06475 243750.00 242824.43
8.375 75.00 S. Family Detached 360 354 19951002 20251001 Alternate 1852.68
3271163 LINDSTROM 7759 ROCKY POINT ROAD POLSON MT 59860 445000.00 444661.39
7.375 55.62 S. Family Detached 360 359 19960208 20260301 Full Doc 3073.51
3277605 VAN DE GRAFF 2130 EAST 250 NORTH LAYTON UT 84040 250000.00 249051.26
8.375 71.83 S. Family Detached 360 354 19950912 20251001 Full Doc 1900.18
3277756 ROUTHIER 15110 67TH AVE SE SNOHOMISH WA 98290 224000.00 223149.87
8.375 89.99 Detached PUD/Townhouse 360 354 19950912 20251001 Full Doc 1702.57
3283740 DELGADO 3908 BLUE RIVER COURT ELLICOTT CITY MD 21042 306650.00 306422.41
7.500 89.99 S. Family Detached 360 359 19960216 20260301 Full Doc 2144.15
3291851 FULLER 620 GREEN MEADOWS OVILLA TX 75154 252000.00 245271.22
7.375 90.00 S. Family Detached 360 330 19931004 20231001 Full Doc 1740.51
3291869 SOLOMON 125 BUNCE MEADOWS ALAMO CA 94507 600000.00 565559.14
7.125 75.00 S. Family Detached 360 329 19930802 20230901 Alternate 4042.31
3291878 LAMBERT 3384 ROYAL MEADOW LANE SAN JOSE CA 95135 362800.00 353415.65
7.750 80.00 S. Family Detached 360 327 19930616 20230701 Full Doc 2599.14
3291888 MAY 119 PUESTA DEL SOL LOS GATOS CA 95030 332500.00 323996.56
7.250 79.17 Detached PUD/Townhouse 360 330 19930917 20231001 Alternate 2268.24
3291896 MEYERS 710 PALO ALTO AVENUE PALO ALTO CA 94301 596250.00 581074.23
6.875 75.00 S. Family Detached 360 332 19931027 20231201 Full Doc 3916.94
3291900 STAMPFLI 3542 DIVISADERO STREET SAN FRANCISCO CA 94123 258000.00 250928.65
7.500 67.89 Condo (1-4 Stories) 360 328 19930717 20230801 Full Doc 1803.97
3291910 MORRISON 200 ANDERSON STREET MANHATTAN BEACH CA 90266 253000.00 243400.42
7.000 47.29 S. Family Detached 360 329 19930806 20230901 Full Doc 1683.22
3291917 STROZZA 14650 PLACIDA COURT SARATOGA CA 95070 334000.00 313378.41
7.250 71.06 Detached PUD/Townhouse 360 330 19930910 20231001 Alternate 2278.47
3291925 BECKER 3318 EAST WOODBINE AVENUE ORANGE CA 92667 715000.00 698175.25
8.250 65.00 Detached PUD/Townhouse 360 327 19930607 20230701 Full Doc 5371.56
3291989 HUANG 448 IVES TERRACE SUNNYVALE CA 94087 277500.00 264945.55
7.375 75.00 Detached PUD/Townhouse 360 329 19930802 20230901 Full Doc 1916.62
3292358 ROZIS 1094 ROSE DRIVE NAPA CA 94558 245000.00 238581.12
7.000 75.38 S. Family Detached 360 331 19931019 20231101 Full Doc 1630.00
3292366 MCEVER 1618 WATERWITCH DRIVE ORLANDO FL 32806 224000.00 218403.42
7.375 80.00 S. Family Detached 360 330 19930901 20231001 Full Doc 1547.12
3297772 MONA 1901 SOARING COURT LAS VEGAS NV 89134 1275000.00 1269884.07
8.875 57.95 Detached PUD/Townhouse 360 353 19950831 20250901 Alternate 10144.48
3300503 FRASER 6711 INDIAN HILLS ROAD EDINA MN 55439 500000.00 499628.92
7.500 76.92 S. Family Detached 360 359 19960215 20260301 Alternate 3496.08
3301575 KRUEGER 1683 SWALLOW DRIVE SUNNYVALE CA 94087 250200.00 249226.12
8.250 90.00 S. Family Detached 360 354 19950921 20251001 Full Doc 1879.67
3310467 NYSTROM 3091 RIDGEVIEW DRIVE EL DORADO HILLS CA 95762 216000.00 215138.37
8.250 80.00 S. Family Detached 360 355 19951006 20251101 Full Doc 1622.74
3312225 SHEARER 5836 WESTSLOPE DRIVE AUSTIN TX 78731 293600.00 293387.49
7.625 80.00 S. Family Detached 360 359 19960216 20260301 Alternate 2078.09
3315535 LEVESQUE 27659 LONGHILL DRIVE RANCHO PALOS VERD CA 90275 370000.00 368822.13
8.500 78.72 S. Family Detached 360 355 19951018 20251101 Full Doc 2844.98
3316228 ALDAYA 24 LAURIE DRIVE ENGLEWOOD CLIFFS NJ 07632 464000.00 464000.00
7.750 80.00 S. Family Detached 360 360 19960312 20260401 Full Doc 3324.16
3317402 BAUGH 1616 AMBER ROAD PARK CITY UT 84060 364000.00 362762.40
8.000 80.00 Condos (1-4 Stories) 360 355 19951021 20251101 Full Doc 2670.91
3320466 BARON 1045 HOLLICE LANE LIVERMORE CA 94550 213900.00 213900.00
7.625 89.99 S. Family Detached 360 360 19960306 20260401 Alternate 1513.98
3323365 JOHNSON 14 CANFIELD RD CONVENT STATION NJ 07004 309200.00 308200.50
8.250 95.14 S. Family Detached 360 355 19951020 20251101 Full Doc 2322.92
3323514 TRATOS 2850 MOJAVE ROAD LAVEGAS NV 89121 440000.00 439108.37
8.000 80.00 S. Family Detached 360 357 19951218 20260101 Full Doc 3228.57
3337386 LANSCHE 14909 VISTA GRANDE DRIVE BAKERSFIELD CA 93306 372000.00 370827.65
8.375 80.00 S. Family Detached 360 355 19951031 20251101 Full Doc 2827.47
3337976 SNYDER 4215 EAST 2ND STREET LONG BEACH CA 90803 488000.00 486804.84
8.500 80.00 S. Family Detached 360 356 19951103 20251201 Full Doc 3752.30
3344557 AMBURN 354 TYLER DRIVE CLEARBROOK VA 22624 260900.00 258162.58
8.000 89.99 S. Family Detached 360 356 19951130 20251201 Full Doc 1914.39
3347545 SALCIDO 5758 CHESTNUT RIDGE DRIVE CINCINNATI OH 45230 352500.00 351555.40
8.125 75.00 S. Family Detached 360 356 19951124 20251201 Alternate 2617.30
3348456 POLLACK 45 EAST 80TH STREET NEW YORK NY 10021 286000.00 286000.00
7.875 69.42 Condos (1-4 Stories) 360 360 19960306 20260401 Reduced Doc 2073.70
3350033 THIELBAR 15329 BREEZY POINT ROAD SE PRIOR LAKE MN 55372 297000.00 296774.00
7.375 57.12 S. Family Detached 360 359 19960226 20260301 Alternate 2051.31
3354255 WHITMAN 6015 OAKCREST ROAD DALLAS TX 75248 567500.00 566655.02
7.500 72.94 S. Family Detached 360 358 19960205 20260201 Alternate 3968.05
3354291 BIANCHINI 14957 MANITOU ROAD NE PRIOR LAKE MN 55372 244000.00 243823.40
7.625 80.00 S. Family Detached 360 359 19960229 20260301 Alternate 1727.02
4
<PAGE>
3354376 WHITMAN 133 DIAMOND OAKS DRIVE MABANK TX 75147 350000.00 349504.34
7.750 71.43 S. Family Detached 360 358 19960205 20260201 Alternate 2507.45
3358411 ANDERL 2964 E. SPYGLASS CT. COEUR D'ALENE ID 83814 300000.00 299771.72
7.375 34.29 S. Family Detached 360 359 19960219 20260301 Full Doc 2072.03
3359110 HICKS III 2008 EAST 1700 SOUTH SALT LAKE CITY UT 84108 249000.00 248358.28
8.250 74.32 S. Family Detached 360 356 19951122 20251201 Full Doc 1870.66
3362437 CRANDALL 2138 REVERE PLACE FAYETTEVILLE AR 72701 255000.00 254810.75
7.500 70.83 S. Family Detached 360 359 19960220 20260301 Alternate 1783.00
3364727 AGUILAR 8 BETTINA COURT HAMPTON BAYS NY 11946 258000.00 257822.45
7.875 79.38 S. Family Detached 360 359 19960220 20260301 Full Doc 1870.68
3366668 COHN 48 SANTA CATALINA DRIVE RANCHO PALOSVERD CA 95775 769000.00 767910.99
7.750 69.91 Detached PUD/Townhouse 360 358 19960110 20260201 Alternate 5509.21
3368031 LIMERES 4510 RIVER BOTTOM DRIVE NORCROSS GA 30092 267600.00 267415.84
7.875 78.71 Detached PUD/Townhouse 360 359 19960215 20260301 Alternate 1940.29
3368490 TAYLOR 955 NW CHELSEA LOOP BEND OR 97701 250000.00 249493.41
8.000 77.88 Detached PUD/Townhouse 360 357 19951215 20260101 Full Doc 1834.41
3369142 CHAJIN 3066 LAKE WOOD CIRCLE FT. LAUDERDALE FL 33332 233151.73 231362.84
8.875 85.09 Detached PUD/Townhouse 333 329 19951031 20230901 Full Doc 1886.54
3369710 PEDERSEN 6060 OLD GARDINER BAY ROAD PORT TOWNSEND WA 98368 360000.00 359745.92
7.750 68.57 S. Family Detached 360 359 19960209 20260301 Full Doc 2579.08
3372402 OLDS, JR. 1438 ELEVATION ROAD SAN DIEGO CA 92110 274000.00 273601.90
7.625 85.63 S. Family Detached 360 358 19960125 20260201 Alternate 1939.36
3372945 GOODMAN 12774 NW 127TH COURT CLIVE IA 50325 290000.00 289599.55
7.875 78.37 Detached PUD/Townhouse 360 358 19951229 20260201 Full Doc 2102.70
3378150 REICHARDT 66300 WHITE ROCK LOOP BEND OR 97701 279200.00 278634.23
8.000 80.00 S. Family Detached 360 357 19951215 20260101 Full Doc 2048.67
3378893 AUGSPURGER 1604 SOUTH 43RD STREET WEST DES MOINES IA 50265 356000.00 355735.79
7.500 80.00 S. Family Detached 360 359 19960214 20260301 Alternate 2489.21
3379064 TARBUTTON 7 SWEET MEADOW LAGUNA NIGUEL CA 92677 285500.00 285288.12
7.500 89.22 Detached PUD/Townhouse 360 396 19960205 20260301 Alternate 1996.26
3380659 MUMIMA 18708 HUNTER CREEK DRIVE OKLAHOMA CITY OK 73003 408000.00 407719.22
7.875 80.00 Detached PUD/Townhouse 360 359 19960214 20260301 Full Doc 2958.28
3380949 SCHYMICK 10401 LADERA SENDA SANTA ANA CA 92705 320000.00 319367.74
8.125 59.81 S. Family Detached 360 357 19951220 20260101 Alternate 2376.00
3381688 CHOU 42026 VIA SAN GABRIEL FREMONT CA 94539 230000.00 229849.55
8.125 60.52 S. Family Detached 360 359 19960206 20260301 Full Doc 1707.74
3382022 MULLEN 255 WAI'AMA WAY HAIKU HI 96708 480000.00 479337.15
7.875 78.05 S. Family Detached 360 358 19960119 20260201 Alternate 3480.34
3385684 TEICHBERG-SABATH 90 HIGHLAND LANE IRVINGTON NY 10533 315000.00 314553.91
7.750 70.00 S. Family Detached 360 358 19960111 20260201 Reduced Doc 2256.70
3386361 DOYLE 958 TERRACE DRIVE LOS ALTOS CA 94024 360000.00 351443.54
7.750 67.29 S. Family Detached 360 358 19960117 20260201 Full Doc 2579.09
3387351 TELKAMP 3691 FENN STREET IRVINE CA 92714 255000.00 254647.87
7.875 89.47 Detached PUD/Townhouse 360 358 19960104 20260201 Full Doc 1848.93
3387627 KING PO BOX 935 GRAND MARAIS MN 55604 250000.00 249645.96
7.750 64.59 S. Family Detached 360 358 19960118 20260201 Full Doc 1791.03
3388113 MURGUIA 1440 TAGUS AVENUE CORAL GABLES FL 33156 283500.00 283289.60
7.500 70.00 S. Family Detached 360 359 19960220 20260301 Alternate 1982.28
3389714 MCCOLL 3424 JARVIS STREET SAN DIEGO CA 92106 254000.00 248792.74
7.250 80.00 S. Family Detached 360 336 19940301 20240401 Full Doc 1732.73
3390935 WILHELM 1394 25TH STREET NW BUFFALO MN 55313 217550.00 217234.08
7.625 95.00 S. Family Detached 360 358 19960126 20260201 Full Doc 1539.81
3390989 DADGAR 30 BATTLE GREEN ROAD LEXINGTON MA 02173 447000.00 446229.25
7.875 72.09 S. Family Detached 240 239 19960223 20160301 Full Doc 3704.19
3391058 KRAUSNICK 3725 SPRINGCREEK DRIVE MODESTO CA 95355 330000.00 329772.90
7.875 82.08 S. Family Detached 360 359 19960220 20260301 Full Doc 2392.73
3392251 EHRHART 5312 CUMING STREET OMAHA NE 68132 254400.00 254039.74
7.750 80.00 S. Family Detached 360 358 19960108 20260201 Full Doc 1822.55
3393031 NORTON 4228 SADDLEWOOD FOREST DR. WINSTON SALEM NC 27106 225000.00 224833.01
7.500 73.77 Detached PUD/Townhouse 360 359 19960221 20260301 Alternate 1573.24
3393342 SHU 328 5TH AVENUE SAN FRANCISCO CA 94118 580000.00 579600.85
7.875 80.00 2-4 Family 360 359 19960129 20260301 Alternate 4205.40
3393417 GAFFNEY 767 BLOSSOM HILL ROAD LOS GATOS CA 95032 275000.00 274810.74
7.875 62.50 S. Family Detached 360 359 19960222 20260301 Full Doc 1993.95
3394476 GRAVIER 4909 BYWOOD STREET WEST EDINA MN 55436 388000.00 387464.21
7.875 70.80 S. Family Detached 360 358 19961111 20260201 Full Doc 2813.27
3394591 TELANDER 646 HIGHVIEW STREET GLEN ELLYN IL 60137 380000.00 379475.26
7.875 74.50 S. Family Detached 360 358 19960122 20260201 Alternate 2755.26
3394709 ZURCHER 600 STRAND NORTH #24 OCEANSIDE CA 92054 224000.00 222110.93
7.375 80.00 Condos (1-4 Stories) 360 358 19960124 20260201 Alternate 1547.12
3394761 MCCONNELL 4413 WHITETAIL LANE BEALETON VA 22712 215000.00 214695.52
7.750 79.62 Detached PUD/Townhouse 360 358 19960126 20260201 Full Doc 1540.29
3394854 FARRELL 1523 HENDRICKS BLVD FORT SMITH AR 72903 270000.00 269799.62
7.500 87.09 S. Family Detached 360 359 19960226 20260301 Full Doc 1887.88
3394882 DE ANGELIS 24 W. ROSEMONT AVENUE ALEXANDRIA VA 22301 420000.00 419664.13
7.125 80.00 S. Family Detached 360 359 19960228 20260301 Full Doc 2829.62
3395989 MANOZZI 1946 THORNWOOD WILMETTE IL 60091 280000.00 279781.57
7.250 80.00 S. Family Detached 360 359 19960222 20260301 Alternate 1910.10
3396390 ANDERSON 8068 ENCLAVE CIRCLE WODDBURY MN 55125 308000.00 307771.41
7.500 79.97 S. Family Detached 360 359 19960229 20260301 Alternate 2153.59
3397828 KUSHNER 158 FLAGG HILL ROAD BOXBORO MA 01719 367000.00 366747.43
7.875 87.38 S. Family Detached 360 359 19960215 20260301 Alternate 2661.01
3397954 HOBSON 25 WHETSTONE COURT SPRINGBORO OH 45066 241965.00 241794.22
7.750 95.00 S. Family Detached 360 359 19960213 20260301 Alternate 1733.47
3398623 CONN 5340 ALTA BAHIA COURT SAN DIEGO CA 92109 380000.00 379375.22
7.000 79.17 S. Family Detached 360 358 19960122 20260201 Alternate 2528.15
3398630 CARDULLO 5473 HONORS DRIVE SAN DIEGO CA 92122 264000.00 263822.86
8.000 80.00 S. Family Detached 360 359 19960215 20260301 Full Doc 1937.14
5
<PAGE>
3398768 REYNOLDS 709 CULLENMOR ST. CHARLES MO 63304 336000.00 335756.81
7.625 76.36 Detached PUD/Townhouse 360 359 19960216 20260301 Alternate 2378.19
3398846 HENRY 28968 PALISADES DRIVE LAKE ARROWHEAD CA 92352 314500.00 314087.14
8.125 77.94 S. Family Detached 360 358 19960109 20260201 Full Doc 2335.16
3398974 DIRTH 13890 GULF BREEZE COURT APPLE VALLEY MN 55124 280000.00 279550.83
7.125 74.67 S. Family Detached 360 358 19960202 20260201 Alternate 1886.42
3399438 KELLY 707 SPRING STREET SANTA CRUZ CA 95060 237000.00 236688.89
8.125 64.05 Detached PUD/Townhouse 360 358 19960126 20260201 Alternate 1759.72
3399580 SMITH, JR 2804 S. ASTER AVE. BROKEN ARROW OK 74012 272103.41 271434.75
7.875 77.52 Detached PUD/Townhouse 337 334 19960109 20240201 Full Doc 2007.11
3399588 STRICKLAND JR. 18 BIRCHWOOD COURT UPPER SADDLE RIVE NJ 07458 385000.00 384735.04
7.875 75.49 S. Family Detached 360 359 19960131 20260301 Full Doc 2791.52
3399664 ANDERSON 12923 SOUTH CINDY LANE DRAPER UT 84020 245000.00 244653.02
7.750 72.70 S. Family Detached 360 358 19960131 20260201 Full Doc 1755.22
3399979 VOIGT 2483 BRIDLE CREEK TRAIL CHANHASSEN MN 55317 255850.00 255437.36
7.750 94.98 S. Family Detached 360 358 19960116 20260201 Full Doc 1832.94
3400519 GNADT 14340 MARQUETTE DRIVE NE ALBUQUERQUE NM 87123 255000.00 254629.69
7.625 77.27 S. Family Detached 360 358 19960125 20260201 Full Doc 1804.88
3400532 KIDD 10901 CARMEL AVENUE N.E. ALBUQUERQUE NM 87122 253350.00 252972.78
7.500 90.00 S. Family Detached 360 358 19960126 20260201 Alternate 1771.46
3400863 RIVERA 1230 WENTWOOD DR. COLORADO SPRINGS CO 80919 288000.00 287796.73
7.750 80.00 S. Family Detached 360 359 19960215 20260301 Alternate 2063.27
3401838 TRADER 5143 BONNIE BRANCH ROAD ELLICOTT CITY MD 21043 211700.00 211429.07
8.250 88.94 S. Family Detached 360 358 19960129 20260201 Full Doc 1590.44
3402204 JONES 359 WELLINGTON COVE JACKSON TN 38305 221900.00 221593.58
7.875 79.25 S. Family Detached 360 358 19960126 20260201 Full Doc 1608.93
3402225 LEFTAKES 6633 N TOWER CIRCLE DRIVE LINCOLNWOOD IL 60646 400000.00 399404.42
7.500 45.71 S. Family Detached 360 358 19960202 20260201 Alternate 2796.86
3402403 HONEGGER 3308 LAS HUERTAS ROAD LAFAYETTE CA 94549 500000.00 499628.93
7.500 47.16 S. Family Detached 360 359 19960220 20260301 Full Doc 3496.07
3402812 DURKEE W280 N3563 TAYLORS WOOD ROAD PEWAUKEE WI 53072 468000.00 467661.27
7.625 80.00 S. Family Detached 360 359 19960215 20260301 Full Doc 3312.48
3403218 GARDOW 3816 MARSALA WAY MODESTO CA 95356 240500.00 240123.40
7.500 68.71 S. Family Detached 360 358 19960125 20260201 Full Doc 1681.62
3403250 REINHEIMER 2140 HIDDEN OAK DRIVE DANVILLE CA 94506 495000.00 492211.28
7.875 77.95 Detached PUD/Townhouse 360 352 19950719 20250801 Full Doc 3589.10
3403257 CROSBY, IV 30 OVAL ROAD OAKLAND CA 94611 255000.00 203148.17
8.250 46.36 S. Family Detached 360 353 19950810 20250901 Full Doc 1915.73
3403281 BENNETT 1967 VISTA CAUDAL NEWPORT BEACH CA 92660 256000.00 255233.31
8.625 80.00 Detached PUD/Townhouse 360 355 19951004 20251101 Full Doc 1991.15
3403294 KING 195 HONEYBELLE OVAL ORANGE OH 44022 490000.00 489645.35
7.625 61.25 S. Family Detached 360 359 19960223 20260301 Alternate 3468.19
3403297 STARCHER 30 LA LOMA DRIVE MENLO PARK CA 94025 558000.00 555457.29
8.250 80.00 S. Family Detached 360 353 19950810 20250901 Full Doc 4192.07
3403425 DEVAUL 109 TIDEWATER FARM ROAD STRATHAM NH 03885 300000.00 299793.54
7.875 93.75 S. Family Detached 360 359 19960221 20260301 Alternate 2175.21
3403441 COTTO 9300 SW 92 AVENUE MIAMI FL 33176 282500.00 282300.61
7.750 72.44 S. Family Detached 360 359 19960206 20260301 Alternate 2023.87
3403627 STEWART 269 SHERWOOD COURT WEST ST. PAUL MN 55118 225900.00 225736.50
7.625 88.59 S. Family Detached 360 359 19960229 20260301 Alternate 1598.91
3403848 DUNN 18337 AVENUE 312 VISALIA CA 93292 330000.00 329772.90
7.875 69.92 S. Family Detached 360 359 19960221 20260301 Full Doc 2392.73
3404138 ROSENBERG 109 B.LONG BEACH BLVD. LONG BEACH TWP NJ 08008 238500.00 238335.87
7.875 89.32 S. Family Detached 360 359 19960216 20260301 Alternate 1729.29
3404411 CAPARROS 792 SPRINGBLOOM DRIVE MILLERSVILLE MD 21108 315000.00 314553.92
7.750 74.96 Detached PUD/Townhouse 360 358 19960117 20260201 Full Doc 2256.70
3404651 KINNEY 4900 WILLOW VALE WAY ELK GROVE CA 95758 235000.00 234825.59
7.500 89.35 S. Family Detached 360 359 19960205 20260301 Alternate 1643.16
3404718 PORTNOY 2427 NW PINNACLE DRIVE PORTLAND OR 97229 265000.00 264808.20
7.625 64.63 Detached PUD/Townhouse 360 359 19960206 20260301 Full Doc 1875.65
3404734 MCCOIN 4901 MODDISON AVENUE SACRAMENTO CA 95819 222000.00 221858.44
8.250 79.28 S. Family Detached 360 359 19960201 20260301 Full Doc 1667.81
3405406 LARSON 18910 33RD AVENUE NORTH PLYMOUTH MN 55447 313650.00 313417.22
7.500 85.00 S. Family Detached 360 359 19960229 20260301 Full Doc 2193.09
3405482 MIDDLETON 202296 BROOKVIEW COURT BRANCHBURO NJ 08876 261250.00 261041.08
7.125 95.00 S. Family Detached 360 359 19960229 20260301 Alternate 1760.09
3405580 MARUSKA 412 MITCHELL DRIVE LOS OSOS CA 93402 294000.00 293573.06
7.625 70.00 S. Family Detached 360 358 19960124 20260201 Reduced Doc 2080.92
3406884 CHRISTENSEN STAR ROUTE #77 PINE RIVER MN 56474 460000.00 459714.09
8.375 62.50 S. Family Detached 360 359 19960206 20260301 Full Doc 3496.33
3406919 SELZER JR 2355 BROCKTON LANE PLYMOUTH MN 55447 421000.00 420702.86
7.750 74.51 S. Family Detached 360 359 19960212 20260301 Full Doc 3016.10
3407372 JOHNSTON 21 UPLAND ROAD COLORADO SPRINGS CO 80906 300000.00 299777.35
7.500 50.00 S. Family Detached 360 359 19960228 20260301 Alternate 2097.65
3407458 GIFFORD 5421 PENINSULA DRIVE S.E. OLYMPIA WA 98513 560000.00 559573.88
7.375 80.00 S. Family Detached 360 359 19960222 20260301 Alternate 3867.79
3407610 ROGERSON 14360 AMBERWOOD CIRCLE LAKE OSWEGO OR 97035 269100.00 268900.29
7.500 90.00 Detached PUD/Townhouse 360 359 19960212 20260301 Alternate 1881.59
3407630 BAKER 3802 REGENT ROAD DURHAM NC 27707 271900.00 271505.17
7.625 79.99 S. Family Detached 360 358 19960116 20260201 Full Doc 1924.49
3407659 ARRINGTON 2555 EAST CEDAR AVENUE DENVER CO 80206 417500.00 417174.31
7.250 72.61 Detached PUD/Townhouse 360 359 19960212 20260301 Alternate 2848.09
3407708 NEALY 24 APRICOT ROAD MOUNT SINAI NY 11766 280000.00 280000.00
7.875 65.88 S. Family Detached 360 360 19960229 20260401 Full Doc 2030.19
3407880 CONTE ROUTE 722, BOX 412 PURCELLVILLE VA 22132 268900.00 268900.00
7.500 89.63 S. Family Detached 360 360 19960301 20260401 Full Doc 1880.19
3407909 GUYN 3930 HAVEN ROAD MINNETONKA MN 55345 320000.00 319523.54
7.500 71.91 S. Family Detached 360 358 19960131 20260201 Full Doc 2237.49
6
<PAGE>
3408797 WARNER 3813 N. LAFONTANA WAY BOISE ID 83702 238000.00 237827.74
7.625 85.00 S. Family Detached 360 359 19960228 20260301 Full Doc 1684.55
3408873 CRAFT, JR. 23448 N. CHURCH RD. SCOTTSDALE AZ 85255 465000.00 464679.98
7.875 75.00 S. Family Detached 360 359 19960212 20260301 Alternate 3371.58
3408878 LUKENS 8182 HUNTERS PLACE INDIANAPOLIS IN 46236 350000.00 349504.36
7.750 72.66 Detached PUD/Townhouse 360 358 19960129 20260201 Full Doc 2507.44
3409639 COFFMAN 65 KEVIN DRIVE FLANDERS NJ 07836 265850.00 265662.36
7.750 85.76 S. Family Detached 360 359 19960304 20260301 Alternate 1904.59
3409880 NEWMAN 507 BROADWAY STREET SOUTH STILLWATER MN 55082 262350.00 262160.12
7.625 90.00 S. Family Detached 360 359 19960216 20260301 Full Doc 1856.90
3410760 POPE, SR. 1503 LACE BARK COURT CHESTERFIELD MO 63005 300000.00 299777.35
7.500 75.00 Detached PUD/Townhouse 360 359 19960229 20260301 Alternate 2097.65
3411035 FRANTZEN 4550 MCDONALD DRIVE NORTH BAYTOWN TOWNSHIP MN 55082 348000.00 347772.36
8.125 78.20 S. Family Detached 360 359 19960220 20260301 Full Doc 2583.89
3411652 BARTON 1325 COUNTRY COURT LIBERTYVILLE IL 60048 315000.00 314777.68
7.750 78.75 S. Family Detached 360 359 19960223 20260301 Full Doc 2256.70
3411719 MARTIN 5 WOODMEN COURT COLORADO SPRINGS CO 80919 287000.00 286792.28
7.625 88.31 S. Family Detached 360 359 19960215 20260301 Alternate 2031.37
3412717 HANOYAN 74 FORD ROAD SUDBURY MA 01776 350000.00 350000.00
8.000 58.33 S. Family Detached 360 360 19960308 20260401 Alternate 2568.18
3412884 GILDEN 85 FERNWOOD DRIVE EAST GREENWICH RI 02818 235000.00 234825.59
7.500 58.75 S. Family Detached 360 359 19960216 20260301 Alternate 1643.16
3413083 ELLIOTT 2005 CANAL POINTE LITTLE ROCK AR 72202 265000.00 264808.19
7.625 89.83 Detached PUD/Townhouse 360 359 19960229 20260301 Alternate 1875.66
3413089 CALAME ROUTE 4BOX 950 HWY 380 DECATUR TX 76234 253650.00 253299.73
7.875 69.49 S. Family Detached 360 358 19960124 20260201 Reduced Doc 1839.14
3413292 COOMBE 410 LAKE TERRACE DRIVE MINNETRISTA MN 55364 400000.00 400000.00
7.375 80.00 S. Family Detached 360 360 19960318 20260401 Alternate 2762.71
3413472 GUY 700 PAUL AVENUE PALO ALTO CA 94306 260000.00 259649.92
8.000 76.47 S. Family Detached 360 358 19960126 20260201 Full Doc 1907.79
3413810 MARTIN 210 MOCCASIN HOLLOW DULUTH GA 30136 290000.00 289795.32
7.750 67.44 Detached PUD/Townhouse 360 359 19960209 20260301 Alternate 2077.60
3413816 ELDER 275 SKYLINE PARKWAY ATHENS GA 30606 261250.00 261070.20
7.875 95.00 S. Family Detached 360 359 19960228 20260301 Alternate 1894.25
3413821 MCALVANY 225 BUNRATTY COURT ROSWELL GA 30076 598810.00 598397.90
7.875 78.79 Detached PUD/Townhouse 360 359 19960214 20260301 Alternate 4341.79
3413879 SINGER 130 BEACH LANE MOORESVILLE NC 28115 304000.00 303779.97
7.625 80.00 Detached PUD/Townhouse 360 359 19960220 20260301 Full Doc 2151.70
3413954 PETCU 83 ELY WAY LONGMEADOW MA 01106 402900.00 402629.66
8.000 79.78 S. Family Detached 360 359 19960220 20260301 Alternate 2956.34
3414085 THURSTON 2922 CARNTON DRIVE GERMANTOWN TN 38138 284000.00 283772.88
7.125 80.00 S. Family Detached 360 359 19960212 20260301 Alternate 1913.37
3414167 RICHARDSON 2560 CHRISTIAN DR CHASKA MN 55318 244000.00 243814.33
7.375 75.31 S. Family Detached 360 359 19960229 20260301 Alternate 1685.25
3414397 MOON 1604 BUCKINGHAM ROAD LOS ANGELES CA 90019 225000.00 224124.21
8.250 90.00 S. Family Detached 360 354 19950914 20251001 Full Doc 1690.35
3414591 GALLOWAY 830 MYRTLE STREET ATLANTA GA 30308 258750.00 258553.10
7.375 72.89 S. Family Detached 360 359 19960208 20260301 Alternate 1787.13
3414638 FOTIE 1816 ROCK SPRING STREET THOUSAND OAKS(NE CA 91320 233600.00 233426.63
7.500 74.83 Detached PUD/Townhouse 360 359 19960216 20260301 Full Doc 1633.37
3414640 TONER, JR. 1319 GRAYDON AVENUE NORFOLK VA 23507 223250.00 223088.42
7.625 93.05 S. Family Detached 360 359 19960227 20260301 Full Doc 1580.15
3415306 DAWSON 7533 WEST 93RD PLACE BROOMFIELD CO 80021 247000.00 246821.22
7.625 95.00 Detached PUD/Townhouse 360 359 19960229 20260301 Alternate 1748.26
3415366 CURTOGLU 1809 ROCK SPRING STREET THOUSAND OAKS CA 91320 273000.00 272797.39
7.500 89.99 Detached PUD/Townhouse 360 359 19960215 20260301 Full Doc 1908.86
3415383 MILLER 204 GOOSEHILL RD ROCKY FACE GA 30740 543750.00 543356.45
7.625 75.00 Detached PUD/Townhouse 360 359 19960227 20260301 Alternate 3848.63
3415595 HORMAN 3729 MARCY STREET MOHEGAN LAKE NY 10547 238000.00 237814.34
7.250 85.00 S. Family Detached 360 359 19960215 20260301 Alternate 1623.58
3415940 CRUDEN 8325 PASEO VISTA DR. LAS VEGAS NV 89128 231950.00 231587.01
7.250 80.00 Detached PUD/Townhouse 360 358 19960130 20260201 Alternate 1582.31
3415955 DEMOPOULOS 1355 HILLCREST HEIGHTS ALPHERETTA GA 30202 257100.00 256726.65
7.625 79.99 Detached PUD/Townhouse 360 358 19960122 20260201 Full Doc 1819.74
3415991 THOMAS 66 EDGEVIEW COURT DISCOVERY BAY CA 94514 228000.00 227854.61
8.250 85.39 Detached PUD/Townhouse 360 359 19960213 20260301 Full Doc 1712.89
3416080 JACKSON 2106 CAVALLON COURT ACWORTH GA 30101 212800.00 212653.55
7.875 93.65 Detached PUD/Townhouse 360 359 19960223 20260301 Alternate 1542.95
3416693 COLWELL 4252 ROBERTA LANE SHINGLE SPRINGS CA 95682 237500.00 237180.22
8.000 77.86 S. Family Detached 360 358 19960124 20260201 Full Doc 1742.69
3416735 WILKINGS 8944 BROOK BAY COURT LAS VEGAS NV 89134 330000.00 329520.80
7.625 57.89 Detached PUD/Townhouse 360 358 19960131 20260201 Full Doc 2335.72
3417014 SADLER 8584 UPLAND LANE NORTH MAPLE GROVE MN 55311 212000.00 211842.67
7.500 84.80 S. Family Detached 360 359 19960220 20260301 Full Doc 1482.33
3417135 FITZSIMMONS 9430 WEDGEWOOD DRIVE WOODBURY MN 55125 360000.00 359490.20
7.750 80.00 S. Family Detached 360 358 19960131 20260201 Full Doc 2579.08
3417144 PAYNE 1621 BROADLANDS DRIVE WATKINSVILLE GA 30677 240000.00 239838.96
8.000 77.41 S. Family Detached 360 359 19960226 20260301 Full Doc 1761.04
3417163 FLEISCHMANN 4621 DREXEL AVENUE EDINA MN 55424 328000.00 327590.83
8.375 80.00 S. Family Detached 360 358 19960201 20260201 Alternate 2493.04
3417377 DOMINIQUE 604 VENTURA WAY MARSHALL MI 49068 220000.00 219824.07
7.125 78.85 S. Family Detached 360 359 19960212 20260301 Full Doc 1482.18
3417620 MOLNAR 8336 PASEO VISTA DRIVE LAS VEGAS NV 89128 282992.00 282776.66
7.375 90.07 Detached PUD/Townhouse 360 359 19960217 20260301 Alternate 1954.56
3417650 HUNT 2220 STONEGATE MANOR CT. CHESTERFIELD MO 63017 321000.00 320773.43
7.750 86.75 Detached PUD/Townhouse 360 359 19960221 20260301 Full Doc 2299.69
3417936 LOPEZ 4856 W CATALPA AVENUE CHICAGO IL 60630 213800.00 213656.54
8.000 89.08 S. Family Detached 360 359 19960223 20260301 Alternate 1568.79
7
<PAGE>
3417964 SALVESEN 5540 SOUTH HOLLOW ROAD NIBLEY UT 84321 261000.00 260648.57
8.000 75.00 S. Family Detached 360 358 19960126 20260201 Full Doc 1915.13
3417977 LAURITA 36 S. RUSSELL COURT GOLDEN CO 80401 257600.00 257063.08
7.500 80.00 Detached PUD/Townhouse 360 359 19960223 20260301 Alternate 1801.18
3418107 MULHERN 10808 PEBBLE BROOK LANE POTOMAC MD 20854 340000.00 339753.92
7.625 80.00 S. Family Detached 360 359 19960226 20260301 Alternate 2406.50
3418195 STOKLOSA 7906 SEAPINES ROAD ORLAND PARK IL 60462 220000.00 219844.72
7.750 68.11 S. Family Detached 360 359 19960221 20260301 Alternate 1576.11
3418469 BIRD 265 WEST STERLING DRIVE BOUNTIFUL UT 84010 235000.00 234829.91
7.625 57.32 S. Family Detached 360 359 19960209 20260301 Alternate 1663.32
3419085 ZINK 332 NOB HILL TRAIL FRANKTOWN CO 80116 317450.00 316977.33
7.500 74.52 S. Family Detached 360 358 19960130 20260201 Full Doc 2219.66
3419984 BURNHAM 539 HIGHLAND AVENUE HALF MOON BAY CA 94019 404000.00 403482.99
8.250 80.00 S. Family Detached 360 358 19960129 20260201 Alternate 3035.12
3420222 EGEONUIGWE 10745 ANDY STREET CERRITOS CA 90701 217575.00 217343.33
7.500 90.00 S. Family Detached 360 358 19960119 20260201 Full Doc 1521.32
3420848 DI GIORGIO 24 WHITESANDS DRIVE NEWPORT COAST CA 92657 410000.00 409358.39
7.250 68.33 S. Family Detached 360 358 19960205 20260201 Full Doc 2796.92
3421108 FIELDS 762 CRESTON ROAD BERKELEY CA 94708 275600.00 275415.07
8.000 88.90 S. Family Detached 360 359 19960202 20260301 Full Doc 2022.26
3421258 GOODMAN 1156 NORTH RICO CIRCLE MESA AZ 85213 238350.00 238173.11
7.500 89.94 S. Family Detached 360 359 19960205 20260301 Full Doc 1666.58
3421692 BARLOW 205 MARGARITA DRIVE SAN RAFAEL CA 94901 426400.00 426091.39
7.625 80.00 S. Family Detached 360 359 19960215 20260301 Alternate 3018.03
3422053 STEPHEN 3309 CRESCENT RIM DRIVE BOISE ID 83706 288000.00 287801.80
7.875 80.00 S. Family Detached 360 359 19960215 20260301 Alternate 2088.20
3422068 GILLESPIE III 1652 EAST NICHOLS LANE LITTLETON CO 80122 256500.00 256304.82
7.375 90.00 Detached PUD/Townhouse 360 359 19960229 20260301 Alternate 1771.59
3422089 DYCKMAN III 3730 N.E. 23RD AVENUE LIGHTHOUSE POINT FL 33064 247000.00 246683.91
8.250 95.00 S. Family Detached 360 358 19960131 20260201 Full Doc 1855.63
3422312 BAILEY 390 TIMBERLEAF DRIVE BEAVERCREEK OH 45432 250000.00 250000.00
7.500 78.13 S. Family Detached 360 360 19960229 20260401 Alternate 1748.04
3423585 HAU 20503 QUARTERPATH TRACE CIR. STERLING VA 20165 243500.00 243319.29
7.500 82.54 Detached PUD/Townhouse 360 359 19960216 20260301 Alternate 1702.59
3423904 RADDOCK 125 TURNER ROAD STAMFORD CT 06905 246000.00 245834.93
8.000 78.09 S. Family Detached 360 359 19960222 20260301 Alternate 1805.07
3423949 BONGERS 46A LAKESIDE AVENUE LAKEVILLE MA 02347 247000.00 246838.43
8.125 73.95 S. Family Detached 360 359 19960223 20260301 Full Doc 1833.97
3424083 LYNCH 3468 WILLIAMSBURG PKWY WOODBURY MN 55125 224000.00 223849.70
8.000 77.24 S. Family Detached 360 359 19960226 20260301 Full Doc 1643.63
3424167 SKINNER 1730 EAGLE POINT SAN ANTONIO TX 78248 231200.00 231032.66
7.625 80.00 Detached PUD/Townhouse 360 359 19960228 20260301 Alternate 1636.42
3425088 ZOOK 131 SOUTH CLAY HINSDALE IL 60521 240000.00 239826.31
7.625 64.86 S. Family Detached 360 359 19960213 20260301 Full Doc 1698.69
3425197 BRUCE 1632 NORTH HUDSON AVENUE CHICAGO IL 60614 240000.00 240000.00
7.750 62.33 Condos (1-4 Stories) 360 360 19960226 20260401 Full Doc 1719.39
3425598 KIBLER 1821 OCEAN GATE HIGHWAY TRAPPE MD 21673 244500.00 244331.73
7.875 75.00 S. Family Detached 360 359 19960209 20260301 Full Doc 1772.80
3426154 EVERSON 17307 AVENLEIGH DRIVE ASHTON MD 20861 400000.00 399703.14
7.500 67.80 Detached PUD/Townhouse 360 359 19960228 20260301 Reduced Doc 2796.86
3426236 ZAVALA 1.2 MILES S OF RED LODGE RED LODGE MT 59068 238500.00 238500.00
7.625 90.00 S. Family Detached 360 360 19960308 20260401 Alternate 1688.09
3426272 PATEL 12625 FALCONBRIDGE DRIVE NORTH POTOMAC MD 20878 240000.00 239821.88
7.500 79.21 Detached PUD/Townhouse 360 359 19960226 20260301 Alternate 1678.12
3426369 HUTTO 14504 TRIPLE CROWN PLACE NORTH POTOMAC MD 20878 256000.00 255810.01
7.500 76.88 S. Family Detached 360 359 19960220 20260301 Full Doc 1789.99
3426427 GEIGER 273 WESTHAVEN CIRCLE GENEVA IL 60134 244900.00 244727.16
7.750 89.97 S. Family Detached 360 359 19960226 20260301 Full Doc 1754.49
3426974 JOHNSON 8 MACKINTOSH LANE LINCOLN MA 01773 300000.00 300000.00
7.625 48.78 S. Family Detached 360 360 19960227 20260401 Alternate 2123.39
3427263 LEDERER 110 EGLOFF CIRCLE FOLSOM CA 95630 268000.00 268000.00
7.625 79.82 S. Family Detached 360 360 19960308 20260401 Full Doc 1896.89
3427334 MCINTYRE SR. 10825 DUROY COURT TUSTIN CA 92680 211950.00 211804.14
7.875 90.00 S. Family Detached 360 359 19960208 20260301 Full Doc 1536.78
3427843 CACCHILLO 9040 WEST WATERWOOD LANE BOISE ID 83703 296000.00 295774.77
7.375 80.00 Detached PUD/Townhouse 360 359 19960222 20260301 Alternate 2044.40
3428099 BARAJAS 506 ABETO DRIVE CHULA VISTA CA 91910 305900.00 305699.90
8.125 84.97 S. Family Detached 360 359 19960209 20260301 Full Doc 2271.30
3429279 UDELL 122 SOUTH PENATAQUIT AVENUE BAY SHORE NY 11706 250000.00 249840.58
8.250 73.52 S. Family Detached 360 359 19960226 20260301 Full Doc 1878.17
3429368 BROWN 690 ANGELITA DRIVE PRESCOTT AZ 86303 225000.00 224849.03
8.000 69.01 Detached PUD/Townhouse 360 359 19960208 20260301 Full Doc 1650.97
3429404 PRIEST 881 WELD COUNTY ROAD #11 ERIE CO 80516 237600.00 237428.03
7.625 90.00 S. Family Detached 360 359 19960216 20260301 Full Doc 1681.72
3429786 FREY III 11395 LA VEREDA DRIVE SANTA ANA CA 92705 340000.00 339741.28
7.375 66.14 S. Family Detached 360 359 19960215 20260301 Alternate 2348.30
3430886 JESIEL 645 KENROSE STREET COLLIERVILLE TN 38017 269800.00 269604.72
7.625 95.00 S. Family Detached 360 359 19960221 20260301 Alternate 1909.63
3431242 CANNING, M.D. 128 PRINCETON MILL ROAD ATHENS GA 30606 264150.00 263949.00
7.375 90.00 S. Family Detached 360 359 19960215 20260301 Alternate 1824.42
3432145 BOLEN 13952 MARBLESTONE DRIVE CLIFTON VA 22024 222500.00 222500.00
7.750 87.25 Detached PUD/Townhouse 360 360 19960307 20260401 Alternate 1594.02
3432835 THIEME 1401 SPRING VALE AVENUE MCLEAN VA 22101 268000.00 267796.07
7.375 80.00 S. Family Detached 360 359 19960308 20260301 Alternate 1851.01
3432850 YOUNG SR 5501 TEN TEN ROAD APEX NC 27502 230250.00 230079.11
7.500 75.00 S. Family Detached 360 359 19960223 20260301 Alternate 1609.95
3433018 LONNGREN 31701 FOXFIELD DRIVE WESTLAKE VILLAGE CA 91361 520000.00 519351.32
8.375 80.00 S. Family Detached 360 358 19960129 20260201 Alternate 3952.38
8
<PAGE>
3433181 SIU 6957 DUSTY ROSE PLACE CARLSBAD CA 92009 346700.00 346467.37
8.000 77.04 Detached PUD/Townhouse 360 359 19960222 20260301 Full Doc 2543.96
3433189 ORLANDO 3681 SOUTH MARIGOLD PLACE CHANDLER AZ 85248 210850.00 210701.18
7.750 94.99 Detached PUD/Townhouse 360 359 19960212 20260301 Full Doc 1510.56
3433196 CHRISTIAN 609 LAREDO CIRCLE ALLEN TX 75002 280000.00 279776.08
7.125 80.00 Detached PUD/Townhouse 360 359 19960209 20260301 Full Doc 1886.42
3433317 SHOEMAKER 16154 GLADYS LANE MINNETONKA MN 55345 300000.00 299777.36
7.500 61.23 S. Family Detached 360 359 19960216 20260301 Full Doc 2097.64
3433457 RICHARDSON 13406 BRIARPATH LANE SILVER SPRING MD 20906 213000.00 212853.41
7.875 88.01 S. Family Detached 360 359 19960222 20260301 Full Doc 1544.40
3433789 KIRSCHNER 1812 ROCK SPRING STREET THOUSAND OAKS CA 91320 236800.00 236628.61
7.625 89.86 Detached PUD/Townhouse 360 359 19960219 20260301 Full Doc 1676.06
3433850 SZURA 230 VALLEY VIEW CIRCLE DURANGO CO 81301 245650.00 245480.94
7.875 85.00 S. Family Detached 360 359 19960227 20260301 Alternate 1781.14
3434138 PRATER 14601 STRATFIELD CIRCLE LAUREL MD 20707 265400.00 265217.35
7.875 94.98 Detached PUD/Townhouse 360 359 19960213 20260301 Full Doc 1924.34
3434216 SEARLE 8230 BURNING TREE DR. FRANKTOWN CO 80116 345000.00 344743.95
7.500 75.00 S. Family Detached 360 359 19960212 20260301 Full Doc 2412.30
3434890 CARTER 5945 N. JULIANO ROAD LAS VEGAS NV 89129 232500.00 232339.99
7.875 75.00 S. Family Detached 360 359 19960220 20260301 Full Doc 1685.79
3435210 BOGGS 34 HICKORY CIRCLE HOLDEN MA 01520 268000.00 268000.00
7.500 83.75 S. Family Detached 360 360 19960308 20260401 Alternate 1873.90
3435489 WHITSON 3434 HAMPTON AVENUE NASHVILLE TN 37215 379600.00 379311.15
7.375 80.00 S. Family Detached 360 359 19960220 20260301 Full Doc 2621.81
3435513 NELSON 5940 LORING DRIVE MINNETRISTA MN 55364 388000.00 387712.04
7.500 73.90 S. Family Detached 360 359 19960226 20260301 Full Doc 2712.96
3435577 BUTRUS 7988 FOXMOOR DRIVE DUNN LORING VA 22027 312000.00 311744.25
7.000 80.00 S. Family Detached 360 359 19960229 20260301 Alternate 2075.75
3435636 BROOKE 15496 STANBURRY CURVE EDEN PRAIRIE MN 55347 350000.00 350570.49
8.000 73.68 S. Family Detached 360 359 19960226 20260301 Full Doc 2568.18
3435662 COSIO 1555 OXFORD STREET REDWOOD CITY CA 94061 243000.00 242836.95
8.000 90.00 Detached PUD/Townhouse 360 359 19960213 20260301 Alternate 1783.05
3436063 WALTER 12600 STOUTWOOD STREET POWAY CA 92064 289600.00 289600.00
7.250 80.00 S. Family Detached 360 360 19960301 20260401 Alternate 1975.58
3436255 MA 2026 21ST AVENUE SAN FRANCISCO CA 94116 240000.00 239843.01
8.125 75.47 S. Family Detached 360 359 19960227 20260301 Full Doc 1781.99
3436803 SARCONA 59 NORTHWOOD AVENUE DEMAREST NJ 07627 305000.00 304805.51
8.250 50.83 S. Family Detached 360 359 19960223 20260301 Full Doc 2291.37
3436815 MORRIS, JR. 1090 JOHNSON AVENUE SAN DIEGO CA 92103 219200.00 219200.00
7.500 80.00 S. Family Detached 360 360 19960301 20260401 Alternate 1532.68
3436965 MABARDY 4212 KNOLLVIEW DRIVE DANVILLE CA 94506 286100.00 286100.00
7.375 79.03 Detached PUD/Townhouse 360 360 19960301 20260401 Full Doc 1976.02
3437527 WEISMANN 11788 HOLLYVIEW DRIVE GREAT FALLS VA 22066 340000.00 340000.00
7.625 80.00 Detached PUD/Townhouse 360 360 19960307 20260401 Alternate 2406.50
3437774 BUSHLEY 5065 SLEEPING INDIAN ROAD FALLBROOK CA 92028 239000.00 238822.62
7.500 68.28 S. Family Detached 360 359 19960215 20260301 Full Doc 1671.13
3437939 HEBERT 2411 LASCAR PLACE SAN JOSE CA 95124 248000.00 247820.50
7.625 80.00 S. Family Detached 360 359 19960214 20260301 Full Doc 1755.33
3438110 ISAACS 5550 PINE COURT GREENWOOD VILLAGE CO 80121 487500.00 487155.93
7.750 75.00 Detached PUD/Townhouse 360 359 19960220 20260301 Full Doc 3492.51
3438225 RUSH, JR. 30 WEST OAK DRIVE HOUSTON TX 77056 367600.00 367333.94
7.625 46.76 Detached PUD/Townhouse 360 359 19960222 20260301 Full Doc 2601.85
3438578 HABEGGER 2664 PICKERINGTON WAY HUDSON OH 44236 322000.00 321766.94
7.625 69.69 S. Family Detached 360 359 19960216 20260301 Full Doc 2279.10
3438605 REYER 53 JUNIPER ROAD ANDOVER MA 01810 228000.00 227839.08
7.750 80.00 S. Family Detached 360 359 19960229 20260301 Full Doc 1633.42
3438798 WRIGHT 2838 SEWALL'S LANDING WAY JENSEN BEACH FL 34957 283500.00 283294.81
7.625 90.00 Detached PUD/Townhouse 360 359 19960222 20260301 Alternate 2006.60
3439047 ATASHI 1815 HARRIMAN LANE REDONDO BEACH CA 90278 328000.00 327774.27
7.875 89.88 Condos (1-4 Stories) 360 359 19960208 20260301 Full Doc 2378.23
3439351 WILKINSON 1810 CALLE DE SEBASTIAN SANTA FE NM 87501 220500.00 220336.36
7.500 90.00 Detached PUD/Townhouse 360 359 19960215 20260301 Full Doc 1541.77
3439433 ROBINSON 710 COMBEES WAY ROSWELL GA 30076 260150.00 259961.71
7.625 89.98 Detached PUD/Townhouse 360 359 19960215 20260301 Full Doc 1841.33
3439446 BUTTERLY 8350 ROYAL TROON DRIVE DULUTH GA 30155 335550.00 335294.67
7.375 79.98 Detached PUD/Townhouse 360 359 19960226 20260301 Full Doc 2317.56
3439779 MAHONEY 11918 HERITAGE LANE HOUSTON TX 77024 534600.00 534193.21
7.375 79.08 S. Family Detached 360 359 19960222 20260301 Alternate 3692.35
3439951 ABOWD 3866 WESTWOOD DRIVE CARSON CITY NV 89703 233700.00 233530.86
7.625 71.90 Detached PUD/Townhouse 360 359 19960221 20260301 Alternate 1654.11
3439982 WOODS 2830 CLIFFRIDGE COURT LA JOLLA CA 92037 294000.00 293792.50
7.750 69.17 S. Family Detached 360 359 19960221 20260301 Alternate 2106.25
3440030 HELMER 18222 NEWCLIFF SAN ANTONIO TX 78259 221000.00 220835.99
7.500 79.98 Detached PUD/Townhouse 360 359 19960227 20260301 Full Doc 1545.26
3440314 URBAN 34 EAST MAIN STREET BOROUGH OF MENDHA NJ 07945 492000.00 491652.75
7.750 80.00 S. Family Detached 360 359 19960229 20260301 Full Doc 3524.75
3440780 DISTINTI 4975 HOUNDSHAVEN WAY SAN JOSE CA 95111 248400.00 248237.52
8.125 94.99 S. Family Detached 360 359 19960223 20260301 Full Doc 1844.36
3440959 MUNFORD 2010 RIVA RIDGE SAN ANTONIO TX 78248 262200.00 262010.22
7.625 73.85 S. Family Detached 360 359 19960220 20260301 Full Doc 1855.84
3440971 NICHOLAS III 25476 RODEO CIRCLE LAGUNA HILLS CA 92653 643500.00 643500.00
7.875 74.91 Detached PUD/Townhouse 360 360 19960308 20260401 Full Doc 4665.82
3441320 ALAMO 3140 N. BAY ROAD MIAMI BEACH FL 33140 649950.00 649535.55
8.250 49.99 S. Family Detached 360 359 19960219 20260301 Full Doc 4882.86
3442224 HOUZE 34724 TEAL COMMON FREMONT CA 94538 201210.05 200403.20
8.750 86.35 Detached PUD/Townhouse 320 315 19951101 20220701 Full Doc 1626.19
3442227 STRACHMAN 10075 CRESCENT ROAD CUPERTINO CA 95014 375538.74 374876.45
8.375 40.38 S. Family Detached 315 313 19960201 20220501 Full Doc 2950.94
9
<PAGE>
3442231 MCGEE HENRY 2049 EAST ORANGE GROVE BLVD PASADENA CA 91104 251361.53 250921.68
8.375 67.93 S. Family Detached 316 314 19960201 20220601 Full Doc 1973.45
3442236 PIEDIMONTE 22571 VERONICA DRIVE SALINAS CA 93908 224699.74 223839.72
8.875 86.42 S. Family Detached 323 318 19951101 20221001 Full Doc 1831.32
3442237 GREEN 1544 HAZEL COURT UPLAND CA 91786 224525.54 224068.27
8.625 78.78 S. Family Detached 343 340 19960101 20240801 Full Doc 1765.11
3442239 QUINES JR 4950 CORSO CIRCLE CYPRESS CA 90630 272261.11 271693.52
8.750 88.11 S. Family Detached 337 334 19960101 20240201 Full Doc 2173.06
3442240 DAULTON II 21835 TUMBLEWEED CIRCLE LAKE FOREST CA 92630 209086.01 208649.78
8.500 88.40 Detached PUD/Townhouse 343 340 19960101 20240801 Full Doc 1625.41
3442243 BROWN 23745 SANDALWOOD STREET LOS ANGELES CA 91307 222765.87 222343.24
8.750 75.51 S. Family Detached 298 296 19960201 20201201 Full Doc 1834.88
3442245 MOOSHAGIAN 97 SAN BONIFACIO RANCHO SANTAMARG CA 92688 208510.12 207954.01
8.625 83.40 Detached PUD/Townhouse 309 306 19960101 20211001 Full Doc 1682.71
3442247 ALIAN 9955 RAVENNA WAY CYPRESS CA 90630 292258.74 291718.44
8.375 74.36 S. Family Detached 309 307 19960201 20211101 Full Doc 2308.93
3442248 BLAINE 2165 CUMBERLAND ROAD GLENDORA CA 91740 284748.67 284226.39
8.375 51.77 S. Family Detached 310 308 19960201 20211201 Full Doc 2247.54
3442250 WARTO JR 1406 SOUTH GRANT STREET SAN MATEO CA 94402 252166.43 251742.08
8.375 72.04 S. Family Detached 321 319 19960201 20221101 Full Doc 1971.35
3442251 BOYD 204 N BUCKINGHAM WAY NORTH WALES PA 19454 248927.35 248590.26
8.500 78.89 S. Family Detached 346 344 19960201 20241201 Full Doc 1931.19
3442252 LOW 237 PACIFICA WAY MILPITAS CA 95035 241197.03 239764.63
8.625 83.24 S. Family Detached 314 311 19960101 20220301 Full Doc 1938.13
3442254 HU 6512 HIRABAYASHI DRIVE SAN JOSE CA 95120 279685.49 279253.21
8.250 77.69 S. Family Detached 335 333 19960201 20240101 Full Doc 2138.24
3442255 MEDEIROS 18323 VIA SERENA SONORA CA 95370 220305.52 220007.18
8.500 78.96 S. Family Detached 346 344 19960201 20241201 Full Doc 1709.14
3442257 LAM 3869 THOMPSON CREEK COURT SAN JOSE CA 95135 423535.51 422924.85
8.375 78.43 S. Family Detached 341 339 19960201 20240701 Full Doc 3260.19
3442259 CONNORS 2821 ANZA AVENUE DAVIS CA 95616 221135.03 220572.97
8.625 63.91 S. Family Detached 315 312 19960101 20220401 Full Doc 1775.42
3442260 BONINI 5110 CALLE DE ARBOLES TORRANCE CA 90505 316939.95 316127.91
8.625 76.37 S. Family Detached 314 311 19960101 20220301 Full Doc 2546.75
3442261 MARTIN 21621 AMBAR DRIVE WOODLAND HILLS CA 91364 277805.61 277082.32
8.625 66.94 S. Family Detached 312 309 19960101 20220101 Full Doc 2236.10
3442263 NASEIRO 706 TIMBERLAND LANE WALNUT CA 91789 236156.27 235723.11
8.375 62.97 S. Family Detached 310 308 19960201 20211201 Full Doc 1864.00
3442264 RASLAN 9936 LARRYLYN DRIVE WHITTIER CA 90603 222082.12 221629.41
8.500 88.83 S. Family Detached 346 343 19960101 20241101 Full Doc 1722.92
3442265 BROEMAN III 3970 GUNDRY AVENUE LONG BEACH CA 90807 199488.50 199020.52
8.375 84.88 S. Family Detached 310 308 19960201 20211201 Full Doc 1574.57
3442267 PITTS 13705 TIERRA SPUR SALINAS CA 93908 244555.11 243913.26
8.625 59.64 S. Family Detached 311 308 19960101 20211201 Full Doc 1970.16
3442271 GIRON 920 NOTTINGHAM DRIVE OXNARD CA 93030 200342.37 199880.97
8.500 64.62 S. Family Detached 307 305 19960201 20210901 Full Doc 1602.64
3442273 ROMERO 205 CENTRAL AVENUE WOODACRE CA 94973 297917.30 297234.91
8.500 77.38 S. Family Detached 331 328 19960101 20230801 Full Doc 2336.11
3442274 BOBERTZ 5905 MCDONIE AVENUE LOS ANGELES CA 91367 260919.19 260330.57
8.625 76.74 S. Family Detached 330 327 19960101 20230701 Full Doc 2070.16
3442275 LOUIE 20979 GLENWOOD DRIVE CASTRO VALLEY CA 94552 281982.40 281346.25
8.625 77.48 Detached PUD/Townhouse 330 327 19960101 20230701 Full Doc 2237.28
3442276 FUERTEZ 1011 SOUTH HANLON WAY ANAHEIM CA 92808 212247.23 211914.15
8.375 86.88 Detached PUD/Townhouse 330 328 19960201 20230801 Full Doc 1647.27
3442277 LYONS 1069 QUEENSBRIDGE COURT SAN JOSE CA 95120 217449.34 217100.17
8.250 44.37 S. Family Detached 330 328 19960201 20230801 Full Doc 1668.95
3442278 KO 11101 WOODHALL PLACE BAKERSFIELD CA 93311 334093.92 333816.23
8.125 71.84 Detached PUD/Townhouse 328 327 19960301 20230701 Full Doc 2539.78
3442279 DELFINO 2141 DEODARA DRIVE LOS ALTOS CA 94024 344637.07 344092.06
8.250 68.92 S. Family Detached 332 330 19960201 20231001 Full Doc 2640.95
3442280 MACDONALD 135 REDONDO WAY DANVILLE CA 94526 252593.08 251985.92
8.625 71.15 S. Family Detached 322 319 19960101 20221101 Full Doc 2016.45
3442281 BENNETT 901 HARVEY DRIVE BREA CA 92621 195802.87 195313.07
8.625 60.80 S. Family Detached 317 314 19960101 20220601 Full Doc 1569.43
3442283 YOUNG 33 EASTWOOD DRIVE SAN MATEO CA 94403 210077.86 209706.75
8.625 57.55 S. Family Detached 316 313 19960101 20220501 Full Doc 1685.24
3442878 CARTWRIGHT 1708 DOUBLE ARROW PLACE LAS VEGAS NV 89128 261700.00 261519.90
7.875 94.99 Detached PUD/Townhouse 360 359 19960307 20260301 Alternate 1897.51
3442994 VOLKMAN 2525 QUEEN ESTHER DRIVE PARK CITY UT 84060 325000.00 325000.00
7.875 57.01 S. Family Detached 360 360 19960301 20260401 Reduced Doc 2356.48
3443124 ZEE 1140 ANZA STREET SAN FRANCISCO CA 94118 258500.00 258326.55
8.000 79.53 S. Family Detached 360 359 19960220 20260301 Alternate 1896.78
3443267 RAGAT 1114 EAST ACACIA AVENUE EL SEGUNDO CA 90245 285616.60 284423.69
8.750 84.75 S. Family Detached 326 321 19951101 20230101 Full Doc 2297.75
3443279 MOORE JR 10215 MANTOVA COURT SACRAMENTO CA 95829 253203.98 252679.78
8.500 79.63 S. Family Detached 344 341 19960101 20240901 Full Doc 1967.03
3443293 MUNOZ JR 800 HIDDEN POND COURT MARTINEZ CA 94553 446761.20 445995.79
8.375 76.36 S. Family Detached 321 319 19960201 20221101 Full Doc 3492.63
3443344 MANUEL-DENIS 656 LINCOLN AVENUE ST PAUL MN 55102 242200.00 242037.49
8.000 70.00 S. Family Detached 360 359 19960229 20260301 Full Doc 1777.18
3443398 KINGMAN 700 COLLIER COMMONS ATLANTA GA 30327 358100.00 357840.82
7.625 65.10 S. Family Detached 360 359 19960223 20260301 Full Doc 2534.61
3443765 COLVIN 8489 HEATHERWOLD DRIVE LAUREL MD 20723 227000.00 226843.78
7.875 84.07 S. Family Detached 360 359 19960223 20260301 Full Doc 1645.91
3444057 RUPLE 4008 ASHBROOK CIRCLE SAN JOSE CA 95124 259200.00 259012.39
7.625 80.00 S. Family Detached 360 359 19960205 20260301 Full Doc 1834.61
3444058 SPRINGER 507 FREMONT DRIVE PASADENA CA 91103 525000.00 524610.37
7.500 75.00 S. Family Detached 360 359 19960205 20260301 Full Doc 3670.88
10
<PAGE>
3444078 HOLDING 6300 GABRIEL STREET BOWIE MD 20720 264000.00 263804.07
7.500 86.55 Detached PUD/Townhouse 360 359 19960222 20260301 Full Doc 1845.93
3444754 KOHN 2233 VIA PEDRERA SAN DIEGO CA 92037 213500.00 213370.66
8.500 70.00 Condos (1-4 Stories) 360 359 19960222 20260301 Full Doc 1641.63
3445787 MC MANUS 636 EDGEWOOD ROAD REDWOOD CITY CA 94062 355000.00 355000.00
7.750 47.65 S. Family Detached 360 360 19960304 20260401 Full Doc 2543.26
3446093 FEENEY 76 BLAZEWOOD FOOTHILL RANCH CA 92610 195506.81 194979.71
9.000 77.27 Detached PUD/Townhouse 300 297 19960101 20210101 Full Doc 1640.69
3448381 FERRANTI 5305 N.W. 107TH AVENUE CORAL SPRINGS FL 33076 281328.00 281328.00
8.250 80.00 Detached PUD/Townhouse 360 360 19960311 20260401 Alternate 2113.53
3448566 CURRIE 36 CENTENNIAL WAY SAN RAMON CA 94583 278350.00 278148.54
7.625 89.99 S. Family Detached 360 359 19960226 20260301 Full Doc 1970.14
3449706 CLASPY 13094 PERSHING DRIVE MANASSAS VA 22111 216000.00 216000.00
8.250 90.00 Detached PUD/Townhouse 360 360 19960312 20260401 Alternate 1622.74
3450170 ROBINSON 3919 N. CROSSOVER ROAD FAYETTEVILLE AR 72703 278000.00 278000.00
7.625 60.43 S. Family Detached 360 360 19960301 20260401 Full Doc 1967.67
3453731 LA ROSE 1601 DRY CREEK ROAD SAN JOSE CA 95125 408000.00 407726.24
8.000 74.86 S. Family Detached 360 359 19960220 20260301 Full Doc 2993.76
3454343 HOPKINS 618 CALLE JUAREZ SAN CLEMENTE CA 92673 296000.00 295559.27
7.500 89.99 Detached PUD/Townhouse 360 358 19960129 20260201 Full Doc 2069.68
3456314 TUSSING 4134 ALLA ROAD LOS ANGELES CA 90066 213500.00 213226.77
8.250 88.22 S. Family Detached 360 358 19960122 20260201 Full Doc 1603.96
3456364 ROBINSON, SR. 16705 GOOSENECK TERRACE OLNEY MD 20832 277750.00 277376.01
8.000 89.99 Detached PUD/Townhouse 360 358 19960118 20260201 Full Doc 2038.04
3459326 HANLEY 2500 N.E. 47TH STREET LIGHTHOUSE POINT FL 33064 254000.00 253649.24
7.875 61.20 S. Family Detached 360 358 19960110 20260201 Alternate 1841.68
3459452 MARKARIAN 7740 S.W. 53RD AVENUE MIAMI FL 33143 227250.00 226944.02
8.000 75.00 S. Family Detached 360 358 19960110 20260201 Full Doc 1667.48
3462782 WILLIAMS 16375 HIGH BLUFF COURT RIVERSIDE CA 92503 209308.08 209114.78
8.500 75.84 Detached PUD/Townhouse 306 305 19960301 20210901 Full Doc 1675.90
3462808 BRANDT 501 HERONDO STREET HERMOSA BEACH CA 90254 228717.14 228546.27
8.250 88.00 Condos (1-4 Stories) 339 338 19960301 20240601 Full Doc 1743.30
3466370 NOVELLO 2106 CEDARHURST DRIVE LOS ANGELES CA 90027 303000.00 302775.13
7.500 67.33 S. Family Detached 360 359 19960326 20260301 Full Doc 2118.62
3468350 MAIOLINO, JR. 4556 MERCURIO STREET SAN DIEGO CA 92130 326250.00 326047.21
8.375 75.00 S. Family Detached 360 359 19960214 20260301 Alternate 2479.74
7013360 RIPPY 0365 SHOSHONI SILT CO 81652 222000.00 222000.00
8.125 72.32 Detached PUD/Townhouse 360 360 19960229 20260401 Full Doc 1648.34
7013364 SUNDBERG 14486 EAST CALEY AVENUE AURORA CO 80016 332000.00 331765.68
7.750 80.00 Detached PUD/Townhouse 360 359 19960216 20260301 Full Doc 2378.49
7033698 MERRICK 15115 HUNTINGTON GATE DRIVE POWAY CA 92064 510000.00 509602.15
7.250 72.86 S. Family Detached 360 359 19960201 20260301 Full Doc 3479.10
7033716 ARTATES 12235 PIPIT COURT SAN DIEGO CA 92129 237000.00 236819.66
7.375 84.65 S. Family Detached 360 359 19960207 20260301 Full Doc 1636.90
7033753 BROWN 3551 AVENIDA AMOROSA ESCONDIDO CA 92029 285000.00 284777.68
7.250 74.03 Detached PUD/Townhouse 360 359 19960220 20260301 Full Doc 1944.20
7033781 MARGALITH 701 CREST ROAD DEL MAR CA 92014 302500.00 302291.83
7.875 77.57 S. Family Detached 360 359 19960227 20260301 Full Doc 2193.33
7034449 GALAL 463 SOUTH LAURELTREE DRIVE ANAHEIM CA 92808 298000.00 296697.14
7.750 87.65 Detached PUD/Townhouse 360 359 19960206 20260301 Full Doc 2134.91
7034458 NGO 26181 SAN MARINO COURT MISSION VIEJO CA 92692 256000.00 255819.31
7.750 80.00 Detached PUD/Townhouse 360 359 19960221 20260301 Full Doc 1834.02
7037285 PALKOWITZ 12807 CALLE DE LA SIENA SAN DIEGO CA 92130 275000.00 275000.00
7.500 76.39 S. Family Detached 360 360 19960301 20260401 Full Doc 1922.84
7038248 FLETCHER 5280 BEVERLY GLEN AVENUE PARADISE CA 95969 318500.00 318500.00
7.750 75.84 S. Family Detached 360 360 19960301 20260401 Full Doc 2281.77
7043240 LEE 55 VIA PORTO GRANDE RANCHO PALOSVERD CA 90275 650000.00 649517.61
7.500 79.27 Detached PUD/Townhouse 360 359 19960213 20260301 Full Doc 4544.89
7046137 CARLSON 752 CROWN DRIVE LAKE ARROWHEAD CA 92352 296300.00 296090.87
7.750 79.02 S. Family Detached 360 359 19960220 20260301 Full Doc 2122.73
7052871 SCHLINGER 1944 EDISON STREET SANTA YNEZ CA 93460 647000.00 646576.77
8.125 69.95 S. Family Detached 360 359 19960212 20260301 Reduced Doc 4803.96
7052911 ZELL 2367 CARQUINEZ AVENUE EL CERRITO CA 94530 362500.00 362237.64
7.625 78.81 S. Family Detached 360 359 19960207 20260301 Full Doc 2565.75
7052916 EME 2291 RHONE DRIVE LIVERMORE CA 94550 326650.00 326650.00
7.625 79.99 S. Family Detached 360 360 19960228 20260401 Full Doc 2312.01
7052952 GAMLIEL 18544 ST. MORITZ DRIVE TARZANA CA 91356 342600.00 341322.48
7.625 74.99 Detached PUD/Townhouse 360 358 19960129 20260201 Reduced Doc 2424.90
7052953 VAUGHAN 1315 ANTIGUA WAY NEWPORT BEACH CA 92660 374400.00 373842.54
7.500 80.00 S. Family Detached 360 358 19960116 20260201 Full Doc 2617.86
7052977 COX 1061 MATTHEW WAY ANAHEIM CA 92808 219000.00 218837.47
7.500 75.00 Detached PUD/Townhouse 360 359 19960223 20260301 Reduced Doc 1531.28
7052984 SHANNON 15685 HARTE LANE MOORPARK CA 93021 289300.00 289300.00
7.625 89.99 Detached PUD/Townhouse 360 360 19960306 20260401 Full Doc 2047.65
7052992 MORSE 42 MCDONNEL ROAD ALAMEDA CA 94502 243700.00 243519.14
7.500 88.57 Detached PUD/Townhouse 360 359 19960206 20260301 Full Doc 1703.99
7053007 JOHNSON 13 LEICESTER COURT LAGUNA NIGUEL CA 92677 296000.00 295780.33
7.500 80.00 S. Family Detached 360 359 19960215 20260301 Full Doc 2069.67
7053009 DUNCAN 15605 HARTE LANE MOORPARK CA 93021 235100.00 234921.11
7.375 79.97 Detached PUD/Townhouse 360 359 19960209 20260301 Full Doc 1623.78
7053013 WONG 17 SWIFT COURT ALAMEDA CA 94502 286500.00 286500.00
7.625 79.98 Detached PUD/Townhouse 360 360 19960305 20260401 Full Doc 2027.83
7053014 TOY 13762 VISTA GRANDE DRIVE CHINO HILLS CA 91709 226500.00 226344.13
7.875 79.48 S. Family Detached 360 359 19960209 20260301 Full Doc 1642.28
7053020 FITZGERALD 1080 CAMINO ESPUELAS CHULA VISTA CA 91910 254700.00 254339.32
7.750 95.00 S. Family Detached 360 358 19960125 20260201 Full Doc 1824.70
7118688 MAC FARLAND 4630 COPE CT. PLEASANTON CA 94566 282000.00 281580.13
7.500 79.44 S. Family Detached 360 358 19960123 20260201 Full Doc 1971.78
11
<PAGE>
7118694 MOORE 601 HELENA CREEK COURT SAN RAMON CA 94583 282100.00 281885.35
7.375 77.93 Detached PUD/Townhouse 360 359 19960215 20260301 Full Doc 1948.39
7118696 BOND 6069 MT. RUSHMORE CIRCLE CASTRO VALLEY CA 94552 247000.00 246667.43
8.000 95.00 Detached PUD/Townhouse 360 358 19960129 20260201 Full Doc 1812.40
7157572 BROMAR 966 POCATELLO AVENUE SUNNYVALE CA 94087 280000.00 279641.67
8.250 69.14 S. Family Detached 360 358 19960105 20260201 Full Doc 2103.55
7159870 BONICATTI 822 CARSTEN LANE KEY WEST FL 33040 150000.00 149896.78
7.875 60.49 S. Family Detached 360 359 19960207 20260301 Reduced Doc 1087.60
7159980 SCHEUHING 1415 THOMPSON STREET KEY WEST FL 33040 100000.00 99931.18
7.875 34.49 S. Family Detached 360 359 19960208 20260301 Reduced Doc 725.07
7160026 RUQUET 117 EAST CARIBBEAN DRIVE SUMMERLAND KEY FL 33042 140000.00 139912.98
8.375 58.34 S. Family Detached 360 359 19960214 20260301 Reduced Doc 1064.10
7169842 VICKERS 5111 CORTE VISTORA CAMARILLO CA 93012 312080.00 311836.54
7.250 90.00 S. Family Detached 360 359 19960215 20260301 Full Doc 2128.94
7170492 JONES 1345 SOUTH CENTER STREET REDLANDS CA 92373 366400.00 366114.18
7.250 80.00 S. Family Detached 360 359 19960216 20260301 Full Doc 2499.49
7171487 O'GRADY 150 COMPO ROAD SOUTH WESTPORT CT 06880 150000.00 149692.22
7.875 36.59 S. Family Detached 360 358 19960129 20260201 Reduced Doc 1087.60
7171496 STORRS 65 SOUTHGATE LANE FAIRFIELD (SOUTHP CT 06490 640000.00 639548.29
7.750 80.00 S. Family Detached 360 359 19960301 20260301 Full Doc 4585.04
7171613 FONTANA 541 HOYT STREET DARIEN CT 06820 250000.00 249809.77
7.375 68.59 S. Family Detached 360 359 19960221 20260301 Reduced Doc 1726.69
7172414 SPROUSE 5203 AMBERGATE LANE DALLAS TX 75287 266600.00 266425.60
8.125 77.06 Detached PUD/Townhouse 360 359 19960201 20260301 Full Doc 1979.50
7174672 BROWN 780 S. WALNUT AVENUE SAN DIMAS CA 91773 360000.00 359423.12
8.375 75.00 S. Family Detached 360 358 19960103 20260201 Reduced Doc 2736.26
7178357 CABIBI 195 NORTH WILLOW SPRINGS RO ORANGE CA 92669 280000.00 279531.78
8.000 80.00 Detached PUD/Townhouse 360 358 19960119 20260201 Full Doc 2054.54
7178399 SKUBE 18687 ROBLEDA COURT SAN DIEGO CA 92128 275000.00 274824.65
8.250 41.99 Detached PUD/Townhouse 360 359 19960129 20260301 Reduced Doc 2065.98
7178409 PEACH 3536 CROWN POINT DRIVE SAN DIEGO CA 92109 260000.00 259649.92
8.000 59.10 S. Family Detached 360 358 19960126 20260201 Reduced Doc 1907.79
7178421 CAINE 1710 BLACKBIRD CIRCLE CARLSBAD CA 92009 297000.00 296779.58
7.500 83.67 Detached PUD/Townhouse 360 359 19960207 20260301 Full Doc 2076.67
7178502 FODOR 2647 KILDARE WAY EL CAJON CA 92020 248000.00 247811.30
7.375 80.00 S. Family Detached 360 359 19960213 20260301 Full Doc 1712.87
7178556 MOWRY 964 RANCHO SANTA FE ROAD ENCINITAS CA 92024 355000.00 355000.00
7.750 50.00 S. Family Detached 360 360 19960301 20260401 Full Doc 2543.26
7178649 FARMER 470 NEPTUNE AVENUE ENCINITAS CA 92024 440000.00 440000.00
8.250 80.00 S. Family Detached 360 360 19960304 20260401 Full Doc 3305.57
7183306 JACKSON, PH.D. 2515 MAGNOLIA AVENUE CLOVIS CA 93611 342000.00 341515.68
7.750 90.00 S. Family Detached 360 358 19960129 20260201 Full Doc 2450.13
7183405 SEAL 7676 NORTH BRIARWOOD AVENUE FRESNO CA 93711 513000.00 512646.95
7.875 78.93 S. Family Detached 360 359 19960221 20260301 Full Doc 3719.61
7194169 FAILING 72 WEST WINNIE WAY ARCADIA CA 91007 257000.00 256818.61
7.750 77.88 S. Family Detached 360 359 19960214 20260301 Full Doc 1841.18
7217081 PAPE, III 2475 WILLONA DRIVE EUGENE OR 97408 50000.00 49965.60
7.875 29.77 S. Family Detached 360 359 19960201 20260301 Reduced Doc 362.53
7220412 GILL 2757 EAST DELSA DRIVE SALT LAKE CITY UT 84124 116000.00 115839.82
7.875 80.00 S. Family Detached 360 358 19960124 20260201 Full Doc 841.08
7220535 TRENTON 2028 MAHRE DRIVE PARK CITY UT 84060 426000.00 425699.33
7.750 79.93 S. Family Detached 360 359 19960208 20260301 Full Doc 3051.92
7220593 SCOGGAN 901 OLD RANCH ROAD PARK CITY UT 84098 350000.00 349752.98
7.750 56.92 S. Family Detached 360 359 19960216 20260301 Reduced Doc 2507.44
7222862 PETERSON 168 HARBOURTON ROAD LAMBERTVILLE NJ 08530 247200.00 247042.37
8.250 80.00 S. Family Detached 360 359 19960220 20260301 Full Doc 1857.13
7223132 LEIDEN 52 EDSALL DRIVE VERNON TOWNSHIP NJ 07461 80000.00 79892.29
8.000 55.18 S. Family Detached 360 358 19960116 20260201 Reduced Doc 587.01
7223162 GENTILE 194 BERKSHIRE ROAD HASBROUCK HEIGHTS NJ 07604 175000.00 174772.41
8.375 53.04 S. Family Detached 360 358 19960116 20260201 Reduced Doc 1330.13
7240044 MORROW, II 3376 RANCHWOOD STREET THOUSAND OAKS CA 91320 225000.00 224841.20
7.750 75.00 S. Family Detached 360 359 19960220 20260301 Full Doc 1611.93
7240988 JENKINS 346 - 13TH AVENUE KIRKLAND WA 98033 305100.00 304879.18
7.625 90.00 S. Family Detached 360 359 19960222 20260301 Full Doc 2159.48
7244082 SHEPPARD 8 COVINGTON MISSION VIEJO CA 92692 242300.00 242124.63
7.625 89.99 Detached PUD/Townhouse 360 359 19960214 20260301 Full Doc 1714.98
7244179 ARAKELIAN 1549 SOUTH 9TH AVENUE HACIENDA HEIGHTS CA 91745 339500.00 339031.19
7.875 70.00 S. Family Detached 360 358 19960123 20260201 Reduced Doc 2461.61
7244194 MICELI 308 MONTERO AVENUE NEWPORT BEACH CA 92661 258000.00 257822.45
7.875 81.91 S. Family Detached 360 359 19960213 20260301 Full Doc 1870.68
7244216 THOMPSON 232 MORADA LANE SANTA BARBARA CA 93105 350000.00 349771.05
8.125 83.33 S. Family Detached 360 359 19960201 20260301 Full Doc 2598.74
7244231 MORGAN 4021 6TH AVENUE LOS ANGELES CA 90008 273600.00 273425.53
8.250 90.00 S. Family Detached 360 359 19960209 20260301 Full Doc 2055.47
7244235 FISTER 26361 VIA VIVA MISSION VIEJO CA 92691 219500.00 219181.25
7.625 90.00 Detached PUD/Townhouse 360 358 19960123 20260201 Full Doc 1553.61
7244269 DEMARCO 1142 CAMINO DOS RIOS THOUSAND OAKS CA 91360 220000.00 219826.67
7.500 55.28 S. Family Detached 360 359 19960207 20260301 Full Doc 1538.27
7244298 ZASTROW 27666 ESLA MISSION VIEJO CA 92691 239000.00 238839.63
8.000 75.88 Detached PUD/Townhouse 360 359 19960216 2 0260301 Full Doc 1753.70
7244325 HUANG 7119 KENTWOOD AVENUE LOS ANGELES CA 90045 395000.00 394714.11
7.625 77.46 S. Family Detached 360 359 19960213 20260301 Full Doc 2795.79
7244367 HALAMANDARIS 742 SANDGLASS DRIVE HUNTINGTON BEACH CA 92648 249180.00 249008.51
7.875 80.00 Detached PUD/Townhouse 360 359 19960206 20260301 Full Doc 1806.73
7244369 JOHNSON 11229 BENTCREEK ROAD MOORPARK CA 93021 326000.00 325764.05
7.625 77.07 Detached PUD/Townhouse 360 359 19960209 20260301 Full Doc 2307.41
7244399 KALINSKE 11357 MONTANA AVENUE LOS ANGELES CA 90049 221400.00 221400.00
7.500 60.00 S. Family Detached 360 360 19960301 20260401 Reduced Doc 1548.06
12
<PAGE>
7244405 KEE 17520 RUSHING DRIVE GRANADA HILLS CA 91344 237150.00 236974.00
7.500 90.00 S. Family Detached 360 359 19960202 20260301 Full Doc 1658.19
7244425 LAMBERT 14 SKYSAIL DRIVE CORONA DEL MAR CA 92625 250000.00 249814.46
7.500 66.67 Detached PUD/Townhouse 360 359 19960208 20260301 Reduced Doc 1748.04
7244473 LUCAS 5596 JURUPA AVENUE RIVERSIDE CA 92504 239000.00 237945.84
7.500 89.69 S. Family Detached 360 359 19960208 20260301 Full Doc 1671.12
7244474 GREINKE 16252 JACKSON RANCH ROAD SILVERADO CA 92676 605000.00 602036.25
7.750 67.23 S. Family Detached 360 359 19960219 20260301 Full Doc 4334.29
7244483 LOCK 3689 MANCHESTER AVENUE ENCINITAS CA 92024 330300.00 330060.94
7.625 69.54 S. Family Detached 360 359 19960219 20260301 Reduced Doc 2337.84
7244499 KIM 19271 KNAPP STREET NORTHRIDGE CA 91324 216000.00 215843.67
7.625 80.00 S. Family Detached 360 359 19960215 20260301 Full Doc 1528.83
7244536 MEREDITH 419/4191/2 NARCISSUS AVENUE CORONA DEL MAR CA 92625 280000.00 279821.45
8.250 59.01 2-4 Family 360 359 19960213 20260301 Reduced Doc 2103.55
7244559 LEE 26646 CHESTER DRIVE LAGUNA HILLS CA 92653 283500.00 283328.26
8.500 90.00 Detached PUD/Townhouse 360 359 19960226 20260301 Full Doc 2179.87
7244572 HARRIS 450 SOUTH CARMELO AVENUE PASADENA CA 91107 216250.00 216101.18
7.875 77.24 S. Family Detached 360 359 19960223 20260301 Full Doc 1567.96
7244573 BECKER 1701 WARNALL AVENUE LOS ANGELES CA 90024 500000.00 499672.93
8.125 69.94 S. Family Detached 360 359 19960214 20260301 Full Doc 3712.49
7244585 KIRKWOOD 2321 HOLLISTER TERRACE GLENDALE CA 91206 225000.00 224837.15
7.625 90.00 S. Family Detached 360 359 19960214 20260301 Full Doc 1592.54
7244638 KASSAN 415 SINALOA ROAD SIMI VALLEY CA 93065 319950.00 319745.98
8.250 88.89 S. Family Detached 360 359 19960226 20260301 Full Doc 2403.68
7244749 HESS 1148 CORTE RIVIERA CAMARILLO CA 93010 232000.00 231832.09
7.625 80.00 Condos (1-4 Stories) 360 359 19960222 20260301 Full Doc 1642.08
7244751 MECHETNER 11 SOUTH SANTA TERESITA IRVINE CA 92714 264000.00 263799.12
7.375 80.00 Detached PUD/Townhouse 360 359 19960223 20260301 Full Doc 1823.38
7244825 KHACHIKI 1722 DON CARLOS AVENUE GLENDALE CA 91208 226000.00 225840.49
7.750 69.33 S. Family Detached 360 359 19960227 20260301 Reduced Doc 1619.09
7245083 CHOW 1400 5TH STREET MANHATTAN BEACH CA 90266 290500.00 290284.41
7.500 70.00 S. Family Detached 360 359 19960227 20260301 Full Doc 2031.22
7245090 COTTONGIM 422 NOLAN AVENUE GLENDALE CA 91202 381400.00 381400.00
7.500 90.00 S. Family Detached 360 360 19960304 20260401 Full Doc 2666.80
7245574 HUEBERT 10785 GUIBAL AVENUE GILROY CA 95020 240000.00 239843.01
8.125 67.61 S. Family Detached 360 359 19960215 20260301 Full Doc 1781.99
7245575 EDELMAN 1154 OLIVER STREET REDWOOD CITY CA 94061 228000.00 227854.61
8.250 80.00 S. Family Detached 360 359 19960213 20260301 Full Doc 1712.89
7245710 DALTON 341 CYPRESS POINT ROAD HALF MOON BAY CA 94019 750000.00 749015.46
8.125 75.00 Detached PUD/Townhouse 360 358 19960123 20260201 Full Doc 5568.73
7245756 LE 1046 SANDALWOOD LANE MILPITAS CA 95035 256000.00 255672.40
8.250 80.00 Detached PUD/Townhouse 360 358 19960126 20260201 Full Doc 1923.24
7245773 MULLER 1467 MARIA WAY SAN JOSE CA 95117 239000.00 237373.99
8.000 79.67 S. Family Detached 360 359 19960214 20260301 Full Doc 1753.70
7245815 CHAPMAN 123 BRODIA WAY WALNUT CREEK CA 94598 576000.00 575613.52
8.000 80.00 S. Family Detached 360 359 19960207 20260301 Full Doc 4226.48
7245821 SAADAT 3279 BLACKHAWK MEADOW DRIVE DANVILLE CA 94506 650000.00 649552.68
7.875 54.17 Detached PUD/Townhouse 360 359 19960209 20260301 Full Doc 4712.95
7245842 WINNIE 461 CAHILL LANE SANTA ROSA CA 95401 318000.00 317769.85
7.625 60.58 S. Family Detached 360 359 19960214 20260301 Reduced Doc 2250.78
7245895 SANDHU 43874 NORTH MORAY STREET FREMONT CA 94539 261000.00 260824.87
8.000 79.58 S. Family Detached 360 359 19960209 20260301 Full Doc 1915.13
7245906 BUCH 46433 CHAPARRAL DRIVE FREMONT CA 94539 356800.00 356548.17
7.750 80.00 S. Family Detached 360 359 19960220 20260301 Full Doc 2556.16
7245907 KUNITOMI 112 OAK DRIVE SAN RAFAEL CA 94901 332000.00 331782.83
8.125 80.00 S. Family Detached 360 359 19960208 20260301 Full Doc 2465.09
7245922 HAMMER 4110 FAIRWAY DRIVE SOQUEL CA 95073 346000.00 345767.84
8.000 77.76 S. Family Detached 360 359 19960202 20260301 Full Doc 2538.83
7245923 ENDTER 687 BUNDY AVENUE SAN JOSE CA 95117 223900.00 223749.77
8.000 77.75 S. Family Detached 360 359 19960205 20260301 Full Doc 1642.90
7245941 MANDAPAT 188 STATION AVENUE DALY CITY CA 94014 244300.00 244140.19
8.125 77.56 S. Family Detached 360 359 19960216 20260301 Full Doc 1813.92
7245947 CHU 65 CASTENADA AVENUE SAN FRANCISCO CA 94116 374000.00 373742.62
7.875 77.92 S. Family Detached 360 359 19960208 20260301 Full Doc 2711.76
7245950 WETH 759 LEMONWOOD COURT SAN JOSE CA 95120 234500.00 234342.65
8.000 78.96 S. Family Detached 360 359 19960219 20260301 Full Doc 1720.68
7245960 BHALLA 1312 RAINBOW DRIVE SAN MATEO CA 94402 355000.00 354736.54
7.500 69.61 S. Family Detached 360 359 19960206 20260301 Reduced Doc 2482.21
7245968 SADRE 2415 HARVARD CIRCLE WALNUT CREEK CA 94596 342000.00 341770.53
8.000 78.09 S. Family Detached 360 359 19960215 20260301 Full Doc 2509.47
7245985 PARK 340 ONDINA DRIVE FREMONT CA 94539 304000.00 303790.79
7.875 80.00 S. Family Detached 360 359 19960215 20260301 Full Doc 2204.21
7246059 TRAVIS 551 TREBBIANO PLACE PLEASANTON CA 94566 319800.00 319590.80
8.125 70.29 Detached PUD/Townhouse 360 359 19960208 20260301 Full Doc 2374.51
7246135 LIN 307 GUADALUPE TERRACE FREMONT CA 94539 404000.00 403721.97
7.875 76.96 Detached PUD/Townhouse 360 359 19960209 20260301 Full Doc 2929.28
7246140 TRAN 1305 FRENCH COURT MILPITAS CA 95035 240000.00 239830.61
7.750 79.78 Detached PUD/Townhouse 360 359 19960209 20260301 Full Doc 1719.39
7246157 KELLER 9235 LOGANBERRY DRIVE GILROY CA 95020 226341.00 226168.77
7.375 90.00 S. Family Detached 360 359 19960215 20260301 Full Doc 1563.28
7246164 LEE 20775 MAUREEN WAY SARATOGA CA 95070 410000.00 410000.00
8.375 73.22 S. Family Detached 360 360 19960305 20260401 Full Doc 3116.30
7246191 DEOCAMPO 995 POPLAR COURT SUNNYVALE CA 94086 266000.00 265821.52
8.000 89.87 S. Family Detached 360 359 19960216 20260301 Full Doc 1951.81
7246216 SUMNEY 5021 PORTILLO VALLEY DRIVE SAN RAMON CA 94583 297900.00 297678.92
7.500 75.14 Detached PUD/Townhouse 360 359 19960221 20260301 Full Doc 2082.96
7246226 IVARY 841 KIRKCREST ROAD DANVILLE CA 94526 615000.00 614543.58
7.500 79.98 S. Family Detached 360 359 19960219 20260301 Full Doc 4300.17
13
<PAGE>
7246236 TAVARES 801 HOSPITAL ROAD HOLLISTER CA 95023 230000.00 229841.72
7.875 46.47 S. Family Detached 360 359 19960216 20260301 Full Doc 1667.66
7246241 DICKENS 332 CAMARITAS WAY DANVILLE CA 94526 252000.00 251817.61
7.625 80.00 Detached PUD/Townhouse 360 359 19960216 20260301 Full Doc 1783.64
7246245 FERNANDEZ 95 SHERIDAN ROAD OAKLAND CA 94618 428000.00 427705.45
7.875 65.85 S. Family Detached 360 359 19960219 20260301 Full Doc 3103.30
7246274 DREMALAS 3973 HILLSIDE AVENUE LIVERMORE CA 94550 266000.00 265812.26
7.750 79.41 S. Family Detached 360 359 19960222 20260301 Full Doc 1905.66
7246276 RANEY 332 HARTFORD ROAD DANVILLE CA 94526 431000.00 431000.00
7.625 79.09 S. Family Detached 360 360 19960308 20260401 Full Doc 3050.59
7246310 KWANG 20703 GLENWOOD DRIVE CASTRO VALLEY CA 94552 252000.00 252000.00
7.875 73.05 Detached PUD/Townhouse 360 360 19960301 20260401 Full Doc 1827.17
7246316 CHANG 848 VAN COURT SUNNYVALE CA 94087 408000.00 408000.00
8.125 78.47 S. Family Detached 360 360 19960301 20260401 Full Doc 3029.39
7246318 RIDDLE 182 GRANADA DRIVE MOUNTAIN VIEW CA 94043 218700.00 218700.00
7.875 90.00 DetachePUD/Townhouse 360 360 19960306 20260401 Full Doc 1585.73
7246327 BECKWITH 2150 REDINGTON RD. HILLSBOROUGH CA 94010 540000.00 540000.00
7.875 49.10 S. Family Detached 360 360 19960301 20260401 Reduced Doc 3915.37
7246335 DAVIS 2218 VINEYARD ROAD NOVATO CA 94947 380000.00 380000.00
7.250 65.52 S. Family Detached 360 360 19960301 20260401 Full Doc 2592.27
7246364 PAPALE 35 PARK STREET SAN FRANCISCO CA 94110 256000.00 256000.00
8.500 80.00 S. Family Detached 360 360 19960305 20260401 Full Doc 1968.42
7246370 HARTLEY 5891 THIMIO WAY WATSONVILLE CA 95076 228800.00 228800.00
7.875 80.00 Detached PUD/Townhouse 360 360 19960304 20260401 Full Doc 1658.96
7246425 STEINBERG 81 WOODSIDE DRIVE SAN ANSELMO CA 94960 319200.00 319200.00
7.875 80.00 S. Family Detached 360 360 19960307 20260401 Full Doc 2314.42
7246457 HERNANDEZ 1553 BONITA AVENUE MOUNTAIN VIEW CA 94040 315600.00 315600.00
7.875 80.00 S. Family Detached 360 360 19960305 20260401 Full Doc 2288.32
7252676 MA 19640 EAST VEGA WAY ROWLAND HEIGHTS CA 91748 242400.00 242237.35
8.000 79.48 S. Family Detached 360 359 19960213 20260301 Full Doc 1778.65
7252817 VITEZ 6910 HARTCREST DRIVE RANCHO PALOS VERD CA 90274 250000.00 249809.77
7.375 69.94 S. Family Detached 360 359 19960216 20260301 Reduced Doc 1726.69
7252889 O'YOUNG 575 SEASTORM DRIVE REDWOOD CITY CA 94065 332900.00 332676.63
8.000 90.00 Detached PUD/Townhouse 360 359 19960223 20260301 Full Doc 2442.70
7252896 D'ARCANGELO 1600 HOMEWOOD DRIVE ALTADENA CA 91001 400000.00 400000.00
7.750 80.00 S. Family Detached 360 360 19960306 20260401 Full Doc 2865.65
7253043 JANSS 1825 TULIP LANE ARCADIA CA 91006 232000.00 231832.09
7.625 80.00 S. Family Detached 360 359 19960222 20260301 Full Doc 1642.08
7253049 GRECH 341 LARCH CREST COURT THOUSAND OAKS CA 91320 242100.00 241933.39
7.875 90.00 S. Family Detached 360 359 19960226 20260301 Full Doc 1755.39
7253930 POPOVICH 224 HELM ROAD MANTOLOKING NJ 08738 244000.00 243832.08
7.875 80.00 S. Family Detached 360 359 19960216 20260301 Full Doc 1769.17
7254638 MCCARTHY 102 SYLVANIA AVE AVON BY THE SEA NJ 07717 292500.00 292303.74
8.000 90.00 S. Family Detached 360 359 19960301 20260301 Full Doc 2146.26
7255750 WAREHAM 301 PASEO PINTO SAN CLEMENTE CA 92672 276350.00 276144.91
7.500 89.90 Detached PUD/Townhouse 360 359 19960130 20260301 Full Doc 1932.28
7255751 MCMILLAN 6 BRENTANO DRIVE COTO DE CAZA CA 92679 447900.00 447567.60
7.500 80.00 Detached PUD/Townhouse 360 359 19960216 20260301 Full Doc 3131.78
7255757 ISBILEN 7024 WILDROSE TERRACE CARLSBAD CA 92009 213000.00 212841.92
7.500 68.06 Detached PUD/Townhouse 360 359 19960216 20260301 Reduced Doc 1489.33
7255776 ALCANTARA 544 BAYONA LOOP CHULA VISTA CA 91910 214300.00 214300.00
7.750 79.99 S. Family Detached 360 360 19960301 20260401 Full Doc 1535.27
7255807 HARRAKA, JR. 206 GURREGO SAN CLEMENTE CA 92672 277600.00 277335.00
7.500 80.00 Detached PUD/Townhouse 360 359 19960215 20260301 Full Doc 1941.02
7255810 CUEN 2800 CANTOR DRIVE MORGAN HILL CA 95037 312000.00 311768.45
7.500 80.00 S. Family Detached 360 359 19960212 20260301 Full Doc 2181.55
7255836 FREDERICK 258 25TH STREET DEL MAR CA 92014 235000.00 234842.32
8.000 66.30 Condos (1-4 Stories) 360 359 19960220 20260301 Full Doc 1724.35
7255843 BRANA 11703 WILLS CREEK ROAD SAN DIEGO CA 92131 240000.00 239812.78
7.250 75.12 Detached PUD/Townhouse 360 359 19960221 20260301 Full Doc 1637.22
7255868 ANDERSON 23391 VIA ALONDRA COTO DE CAZA CA 92679 364000.00 363736.55
7.625 80.00 Detached PUD/Townhouse 360 359 19960223 20260301 Full Doc 2576.37
7255888 HASENSTAB 22761 FOXRIDGE MISSION VIEJO CA 92692 255000.00 254815.44
7.625 78.47 Detached PUD/Townhouse 360 359 19960222 20260301 Full Doc 1804.87
7260596 NERO 4744 SOUTH MILLRACE LANE SALT LAKE CITY UT 84107 203000.00 203000.00
8.250 70.00 S. Family Detached 360 360 19960306 20260401 Reduced Doc 1525.07
7262548 KALIMANIS 2291 NORTHWEST WHEATFIELD WA PORTLAND OR 97229 315000.00 314772.01
7.625 90.00 S. Family Detached 360 359 19960214 20260301 Full Doc 2229.55
7262658 MARPLE 19707 S. SWEETBRIAR ROAD WEST LINN OR 97068 333750.00 333508.44
7.625 75.00 S. Family Detached 360 359 19960227 20260301 Reduced Doc 2362.26
7262677 COPELAND 1006 SE 380TH COURT WASHOUGAL WA 98671 212700.00 212549.88
7.750 80.00 S. Family Detached 360 359 19960222 20260301 Full Doc 1523.81
7262689 ANDERSON 6712 BIRCHWOOD COURT NORTH KEIZER OR 97303 70000.00 69953.03
8.000 56.05 S. Family Detached 360 359 19960221 20260301 Reduced Doc 513.64
7262731 JONES 18730 SOUTHWEST CASTLE DRIVE ALOHA OR 97007 76000.00 76000.00
8.000 63.34 S. Family Detached 360 360 19960229 20260401 Reduced Doc 557.66
Totals 184250827.62 183652191.95
7.819 76.42 356 353 2454.05
</TABLE>
14
